TECHWORXS, LLC. PRIVACY POLICY AND USER AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING ON THE "ORDER NOW" BUTTON ON THE ORDER FORM REFERENCED HEREIN, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THIS AGREEMENT, INCLUDING TECHWORXS'S PRIVACY POLICY & ACCEPTABLE USAGE POLICY. YOUR USE OF THE SERVICES ALSO CONSTITUTES ACCEPTANCE OF THIS AGREEMENT.

1. Introduction
This User Agreement ("Agreement") is an agreement between Techworxs, LLC. (Techworxs) a Washington DC Limited Liability Company, and the party set forth in the related order form (Customer) attached hereto and hereby incorporated by reference (together with any subsequent order forms submitted by Customer, the "Order Form"), and applies to the purchase of all services (collectively, the "Services") ordered by Customer on the Order Form or through any other channels Techworxs provides to order and upgrade service. Such party is referred to in this Agreement as "Customer" or "you". Techworxs reserves the right to reject this Agreement for any reason or no reason, prior to acceptance thereof by Techworxs. Activation of the Services shall indicate Techworxs's acceptance of this Agreement. Subject to the terms and conditions of this Agreement, Techworxs will provide to Customer the Services selected by Customer set forth on the Order Form. Techworxs reserves the right to refuse service to anyone.

2. Amendment of Agreement.
Techworxs may amend or otherwise modify this Agreement. Customer agrees that Techworxs's posting of any amendments or modifications to this website ( http://www.Techworxs.com/legal/ ) shall constitute adequate notice to Customer and that Customer shall periodically consult this web page for any changes or amendments to this Agreement. Techworxs may, but is under no obligation to, provide additional notice of any amendment, modification or update of this Agreement via e-mail to Customer. If any material modification to this Agreement is unacceptable to Customer it shall be Customer's responsibility to terminate their subscription as provided in Section 3 of this Agreement. If Customer does not terminate the Agreement within 10 days of the material modification then Customer's continued use will mean that Customer has accepted the amended or modified Agreement.

3. Duration of Agreement and Cancellation Policy.
3.1 - The Initial Term shall begin upon confirmation of Customer's order or commencement of the Services to Customer and receipt of lawful funds. The term's length is choosen by customer and shall be indicated in the Order Form. After the Initial Term, this Agreement shall automatically renew for successive terms, equal in length to the Initial Term, unless terminated or canceled by either party as provided herein. During the Term, and other as specified herein, this agreement cannot be terminated by customer for any reason.

3.2 - This agreement may be terminated by either party at the renewal/anniversary date by giving the other party notice at least 15 days prior to the renewal/anniversary date of the Term (Customers need to use the Cancellation Request Form at https://order.Techworxs.com/cancel/cancel.cgi ), or by Techworxs in the event of nonpayment by Customer or by Techworxs, at any time, without notice, if in Techworxs's sole judgment Customer has in any way breached this Agreement (Termination for Cause).

3.3 Techworxs may also terminate this agreement in its sole discretion at any time for any or no reason, by giving Customer 72 hours notice (Termination without Cause). In the event of Techworxs executing such termination prior to the renewal/anniversary date, Techworxs's sole liability shall be to refund Customer's unused prepaid service fees prorata.

3.4 - If Techworxs cancels this agreement pursuant to any of the terms outlined in this agreement, with the execption of  Termination without Cause pursuant to paragraph 3.3, Techworxs shall not refund to Customer any fees paid or prepaid in advance of such cancellation and Customer shall be obligated to pay all fees and charges accrued prior to the effectiveness of such cancellation. In the event that Techworxs terminates the agreement for cause all prepaid hosting fees will be forfeitted and are not refundable. Furthermore, due to the fact that damages are difficult to ascertain Customer consents that $150.00 per hosted domain and serviced package is reasonable.

3.5 - If prior to the end of the agreed on Term, Customer cancels the Services for any reason, or Techworxs terminates the Agreement due to Customer's breach of the Techworxs User Agreement or Acceptable Usage Policy, Customer will be charged a US$150.00 Breach-Of-Contract fee per domain package and per hosting account as liquidated damages. Client also forfeits any prepaid service fees. At no time shall customer receive a refund of any prepaid service fees.

3.6 - All sales are final! Except for a cancellation within the first thirty (30) days of purchase of a Gigabyte, Commerce Pro or Commerce Starter package and no other package including but not limited to the Estore Package (known as “Limited Money-Back Guarantee”) there is no "Cooling-Off Period" and Customer can not cancel this Agreement, other than provided in paragraph 3.2, prior to the end of the Term as provided herein in for any reason. If Customer cancels this Agreement before the end of the term customer shall receive no refund for any prepaid hosting fees and any such fees shall be forfeited. In the event the Gigabyte, Commerce Pro or Commerce Starter Package is combined with any othe service, then the Limited Money Back Guarantee shall not apply.In the event that Customer cancels within thirty (30) days of ordering the Gigabyte, Commerce Pro and Commerce Starter Package and not other package, including but not limited to the Estore Program by completing the Cancellation Request Form Techworxs will refund the prepaid hosting fees only to Customer. Any setup fees, fees for additional services, as well as fees paid for domain name registration ($11.95 per domain) are always non-refundable. Any promotional domain name registration will be billed at $11.95 per domain and subtracted from any prepaid hosting fees before any Money-Back-Guarantee refund is processed. Customer acknowledges and agrees that the Cancellation Request Form at https://order.Techworxs.com/cancel/cancel.cgi is the ONLY WAY TO EFFECTIVELY CANCEL a web hosting account with Techworxs and meet potential deadlines to trigger Techworxs's limited Money-Back Guarantee or to avoid automatic renewal. Any cancellation requests send to or directed to Techworxs by email and/or phone and/or regular mail shall be null and void. Customer also agrees that any request for a refund shall be forfeitted, if the Cancellation Request Form at https://order.Techworxs.com/cancel/cancel.cgi has not been used to cancel a web hosting account.

4. Billing and Payment.
4.1 - All fees for web hosting or other Services are due in advance and shall be in accordance with Techworxs's fee schedule, which is incorporated herein by reference and may be amended from time to time. In the event that customer elects to pay with a credit card Customer authorizes Techworxs to charge all fees owed to such credit card at the time or up to 30 days before they become due. Customer agrees to pay a $25.00 (twenty-five dollars) late fee if customer's account or accounts become more than ten (10) calendar days overdue or if Customer's credit card is not accepted when a charge is processed. Fees for renewal periods after the Initial term shall become due 30 days before the first day of such renewal period. Techworxs may impose a debt service charge equal to one and one-half percent (1.5%) of the overdue balance or a lesser amount where required by law for each month or portion thereof the overdue amount remains unpaid. In addition, in the event that any amount due Techworxs remains unpaid five (5) calendar days after such payment is due, Techworxs, in its sole discretion, may immediately terminate this Agreement, and/or withhold or suspend Services. Customer agrees that Techworxs may charge a $30.00 (thirty dollars) fee to reinstate accounts that have been terminated or suspended. All taxes, fees and governmental charges relating to the Services provided hereunder (other than income taxes of Techworxs) shall be paid by Customer.

4.2 - Customer agrees that Techworxs may charge up to 30 days in advance all fees due for the Services provided to Customer under this agreement to the credit card supplied by Customer during registration or at any time thereafter and customer specifically agrees not to charge back any payments Techworxs processes through Customer's credit card.

4.3 - Customer acknowledges and specifically agrees that chargebacks - which might occur if Customer disputes Techworxs charges directly with Customer's credit card bank - are unlawful if Techworxs's service has been rendered. If customer has a fee dispute with Techworxs he has to settle such dispute with Techworxs directly without initiating any chargeback procedures.

4.4 - Customer acknowledges and specifically agrees that Techworxs may charge customer's bank account electronically for all charges due, if customer has provided Techworxs with proper bank information or supplied a paper check. All paper checks will be converted into electronic checks (eChecks).

4.5 - Returned and refused checks will be assessed a $30.00 charge. Incoming wire transfers will incur a $25 charge.

4.6 - In the event of a default, Customer agrees to be responsible for all breach-off-contract fees, late fees, collection fees and expenses as well as reasonable attorneys fees and expenses.

5. Special Provisions Applicable to Resellers.
5.1 - Techworxs from time to time may offer reseller programs which will permit Customers to resell certain of Techworxs's products and services. If Customer chooses to resell Techworxs services Customer shall remain a Techworxs customer for all purposes under this agreement.

5.2 - Customer agrees that if they resell Techworxs Services, the purchaser of those resold services will become Customer's customer (a "Reseller Customer"). A Reseller Customer shall not become a Customer of Techworxs, and Techworxs will not be required to provide and technical or other support to any Reseller Customer. Reseller agrees to take all necessary measures to preclude Techworxs from being made a party to any agreement with any Reseller Customer. Customer agrees and acknowledges that if they become a Reseller they will be authorized to resell Techworxs provided Services on a non-exclusive basis only. Customer's right to resell Techworxs services shall in no way preclude Techworxs from marketing and selling Techworxs's own products and services through its own employees, affiliates, other resellers or any other third party. Techworxs expressly reserves the right to allow other third parties to resell Techworxs services on any terms Techworxs may chose including terms which may be more favorable to said third parties then they are to Techworxse Reseller Customers. Reseller acknowledges that the non-payment by any customer of Reseller shall in no way relieve Reseller of any duty in this agreement include the duty to timely pay all fees. Reseller shall be solely responsible for all sales, use, transfer, privilege, excise or other taxes and duties which are levied or imposed on Techworxs and Reseller under this Agreement and any and all transactions between Reseller and Reseller Customers. Reseller shall be solely responsible for compliance with any regulations governing the export of the Services (or any portion thereof).

5.3 - Reseller shall not resell the Services under Techworxs's brand name accordingly nothing in this Agreement constitutes a license to Reseller to use or resell the Marks (as defined below).

6. Techworxs as Reseller or Licensor.
Techworxs is acting only as a reseller or licensor of the hardware, software and equipment used in connection with the products and/or Services that were or are manufactured or provided by a third party ("Non-Techworxs Product"). Techworxs shall not be responsible for any changes in the Services that cause the Non-Techworxs Product to become obsolete, require modification or alteration, or otherwise affect the performance of the Services. Any malfunction or manufacturer's defects of Non-Techworxs Product either sold, licensed or provided by Techworxs to Customer or purchased directly by Customer used in connection with the Services will not be deemed a breach of Techworxs's obligations under this Agreement. Any rights or remedies Customer may have regarding the ownership, licensing, performance or compliance of Non-Techworxs Product are limited to those rights extended to Customer by the manufacturer of such Non-Techworxs Product. Customer is entitled to use any Non-Techworxs Product supplied by Techworxs only in connection with Customer's permitted use of the Services. Customer shall use its best efforts to protect and keep confidential all intellectual property provided by Techworxs to Customer through any Non-Techworxs Product and shall make no attempt to copy, alter, reverse engineer, or tamper with such intellectual property or to use it other than in connection with the Services. Customer shall not resell, transfer, export or re-export any Non-Techworxs Product, or any technical data derived therefrom, in violation of any applicable United States or foreign law.

7. IP Address Ownership.
During the course of providing Services to customer Techworxs may assign to Customer an Internet Protocol address. Customer agrees that it has no right to a particular IP address under this agreement and accordingly Techworxs shall retain ownership of any IP address or addresses used by Customer under this agreement and that Techworxs reserves the right to change or remove any and all such Internet Protocol numbers and addresses, in its sole and absolute discretion.

8. Caching.
Customer expressly grants to Techworxs a license to cache Customer's Content including content supplied by third parties and hosted by Techworxs under this Agreement and Customer agrees to indemnify and hold harmless Techworxs for any infringement of any third party's intellectual property rights thereby affected from said caching.

9. No Unauthorized Scripts or Executables.
Customer agrees not to run any scripts, executables or other programs or processes on Techworxs's servers or other equipment that will in any way adversely affect the performance of said equipment.

10. Bandwidth and Disk Usage.  
10.1 - Customer agrees that Techworxs will monitor and meter Customer's daily bandwidth and disk usage and in the event that Customer exceeds the bandwidth or disk usage allocated to each hosting package on any given day Techworxs may take corrective action which may, at Techworxs's sole discretion, include the assessment of additional charges, disconnection or discontinuance of any and all Services, or termination of this Agreement. All bandwidth is measured daily and monthly bandwidth allowances are divided by the calendar days of a given month to determine the daily bandwidth allowance. Customer agrees that in the event of a dispute Techworxs's monitoring reports shall be the final method of determination how much disk space and bandwidth was used and agrees to pay the excess usage charges when due. Customer's logs files are counted against any disk usage.

10.2 - To avoid unfair resource distribution at no time shall Customer use more than 15 simultanious processes by and with any of Customer's applications and not upload any file larger than 10 megabyte. All images in a Customer's hosting account must be linked to from pages within the Customer's hosting account. It is a violation of this agreement if Customer uses this account as merely an image, sound or file library. Binary files such as images, video and sound (i.e MP3, WAV, RA, GIF, JPG but not limited to those file extensions) may only account for a maximum of 50% of Customer's total bandwidth usage before customer must upgrade to a higher performance solution.

11. Intellectual Property Rights.
Customer acknowledges that Techworxs owns all trade names, trademarks, service marks, inventions, copyrights, trade secrets, patents, know-how and other intellectual property rights relating to the Services and their provision. Customer further acknowledges and agrees that nothing in this Agreement shall constitute a license to Customer to resell or trade under any of Techworxs's intellectual property.

12. Web Site, E-Commerce and Customer Warranties.
12.1 - Customer shall assume sole responsibility for (a) acquiring any authorization(s) necessary for hypertext links to third party web sites, (b) the accuracy of materials on Customer Web Site(s), including, without limitation, Customer Content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted, and (c) ensuring that the Client Content does not infringe or violate any right of any third party. Notwithstanding the foregoing, Techworxs reserves the right, in its sole discretion, to exclude or remove from the Web Site any hypertext links to third party web sites, any Customer Content on the Web Site, or other content not supplied by Techworxs which, in Techworxs's sole reasonable discretion, may violate or infringe any law or third party rights or which otherwise exposes or potentially exposes Techworxs to civil or criminal liability or public ridicule, provided that such right shall not place an obligation on Techworxs to monitor or exert editorial control over the Web Site. Techworxs shall in no way be responsible for Customer's conduct or actions including but not limited to Customer's handling of third party information such as credit card numbers and any liabilities incurred by Customer including but not limited to tax liabilities for the conduct of Customer's on-line business.

12.2 - Customer shall be solely responsible for the development, operation, backup, and maintenance of Customer's web site and any online store and e-commerce activities. Techworxs is not required to keep backups of customer sites or data at any time.

13. Disclaimer of Warranty.
Customer agrees that its use of Services and its reliance upon information provided by Techworxs are entirely at Customer's own risk. Customer acknowledges and agrees that Techworxs exercises no control over, and accepts no responsibility for, the content of data, scripts, or other information passing through Techworxs's host computers, network hubs and points of presence or the Internet. THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. NEITHER TECHWORXS, ITS OWNERS, EMPLOYEES, AGENTS, OR AFFILIATES MAKES ANY WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, FOR THE SERVICES OR ANY EQUIPMENT PROVIDED IN CONJUNCTION THEREWITH. NEITHER TECHWORXS NOR ITS OWNERS, EMPLOYEES, AGENTS, OR AFFILIATES MAKES ANY WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO ANY OF THEM MAKE ANY WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICES OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICES. TECHWORXS IS NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM CUSTOMER OR STORED BY CUSTOMER OR ANY OF CUSTOMER'S CUSTOMERS VIA THE SERVICES PROVIDED BY TECHWORXS. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY ANY TECHWORXS EMPLOYEE, OWNER, OR AGENT WILL CREATE A WARRANTY; NOR MAY CUSTOMER OR ANY OF CUSTOMER'S OWNERS, EMPLOYEES, OR AGENTS RELY ON ANY SUCH INFORMATION OR ADVICE. The terms of this section shall survive any termination of this Agreement.

14. Indemnification.
Customer agrees to indemnify, defend and hold harmless Techworxs and its parent, subsidiary and affiliated companies, and each of their respective officers, directors, employees, shareholders and agents (each an "indemnified party" and, collectively, "indemnified parties") from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney's fees) threatened, asserted, or filed by a third party against any of the indemnified parties arising out of or relating to Customer's use of the Services, any violation by Customer of this agreement, any breach of any representation, warranty or covenant of Customer contained in this Agreement or any acts or omissions of Customer. The terms of this section shall survive any termination of this Agreement.

15. Limitation of Liability.
15.1 - Customer agrees neither Techworxs nor any of its employees, owners, or agents shall be held responsible or liable for situations where the Services are accessed by third parties through illegal or otherwise unauthorized means, including situations where such data is accessed through the exploitation of security gaps, weaknesses or flaws (whether known or unknown to Techworxs at the time) which may exist in the Services or Techworxs's equipment used to provide the Services.

15.2 - Under no circumstances, including negligence, shall Techworxs or any of its employees, owners, or agents be liable for any indirect, incidental, special, consequential or punitive damages, or loss of profits, revenue, data or use by Customer, any of its customers, any Reseller Customer or any other third party, whether in an action in contract or tort or strict liability or other legal theory, even if Techworxs has been advised of the possibility of such damages. No Techworxs Person shall be liable to Customer, any of its customers, any Reseller Customer or any other third party, for any loss or damages that result or are alleged to have resulted from the use of or inability to use the Services, or that results from mistakes, omissions, interruptions, deletion of files, loss of data, errors, viruses, defects, delays in operations, or transmission or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction or unauthorized access to Techworxs's records, programs, equipment or services.

15.3 - Notwithstanding anything to the contrary in this Agreement, Techworxs's maximum liability under this Agreement for all damages, losses, costs and causes of actions from any and all claims regardless of the legal theory or the nature of the cause of action shall not exceed the actual dollar amount paid by Customer for the Services which gave rise to such damages, losses and causes of actions during the twelve (12) month period prior to the date the cause of action arose or the injury or loss occurred.

15.4 - Customer understands, acknowledges and agrees that if Techworxs takes any corrective action under this Agreement because of an action of Customer or one its customers that corrective action may adversely affect other customers of Customer or other Reseller Customers, and Customer agrees that Techworxs shall have no liability to Customer, any of its customers or any Reseller Customer due to such corrective action by Techworxs.

15.5 - This limitation of liability reflects an informed and voluntary allocation of risks between the parties and applies to risks both know and unknown that may exist in connection with this Agreement. The terms of this section shall survive any termination of this Agreement.

16. Prohibited Uses and Activities
Techworxs may immediately take corrective action, including removal of all or a portion of the Customer's content, disconnection or discontinuance of any Services if Customer, or anyone accessing Customer's account or server space, engages in any of the prohibited Uses or Activities set forth in Section 16 of this agreement. Customer hereby agrees that Techworxs shall have no liability to Customer or any of Customer's customers due to any corrective action that Techworxs may take (including, without limitation, disconnection of Services).

A. Violations of Intellectual Property Rights
Customer agrees that it shall not violate any intellectual property rights and that it shall not resell services to any party which violates intellectual property rights. Any violation of any individual or entity's intellectual property rights including, rights of privacy and rights of publicity are prohibited. Techworxs is required by law to remove or block access to content appearing on or through the Services upon receipt of proper notice of copyright infringement (see "Copyright Infringement Notice Information" below).

B. Spamming
Customer agrees not to send spam or resell its services to anyone who sends spam. The term "spam" includes, but is not limited to, the sending of unsolicited bulk and/or commercial e-mail messages over the Internet or maintaining an open SMTP policy. In the event of of a dispute Techworxs reserves the right to determine, in its sole and discretion, whether e-mail recipients were from an opt-in email list.

C. Misrepresentation of Transmission Information
Customer agrees not to forge, misrepresent, omit, or delete message headers, return mailing information and/or Internet protocol addresses to conceal or misidentify the origin of any message or to resell services to anyone who engages in said conduct.

D. Viruses and Other Destructive Activities
Use of the Services for creating or sending malicious, destructive or nuisance code, examples of which include but are not limited to, viruses, worms and Trojan horses, or for pinging, flooding or mail-bombing, or engaging in denial of service attacks is prohibited and is a breach of this agreement. Customer also agrees not to engage in any other activity that is intended to disrupt or interfere with, or that results in the disruption of or interference with, the ability of others to effectively use the Services (or any connected network, system, service or equipment).

E. Malicious or Unauthorized Hacking
Customer agrees not conduct or promote any "Hacking" activity and agrees that "Hacking" as herein defined includes but is not limited to, the following activities: illegally or without authorization, accessing computers, accounts or networks, penetrating or attempting to penetrate security measures, port scans, stealth scans, and other activities designed to assist in malicious or unauthorized hacking or cracking. Any such activity on the part of Customer is a material breach of this Agreement.

D. Export Control Violations
The exportation of encryption software outside of the United States and/or violations of United States law relating to the exportation of software is prohibited.

F. Child Pornography
The use of the Services to store, post, display, transmit, advertise or otherwise make available child pornography is prohibited. Techworxs will as required by law, notify law enforcement agencies when it becomes aware of the presence of child pornography on, or being transmitted through, the Services.

G. Other Illegal Activities
The use of the Services to engage in any activities that are determined by Techworxs, in its sole and absolute discretion, to be illegal or which in Techworxs's opinion are likely to be found to be illegal is prohibited. Such illegal or potentially illegal activities include, but are not limited to, storing, posting, displaying, transmitting or otherwise making available ponzi or pyramid schemes, password and cracking information, fraudulently charging credit cards or displaying credit card information or other private information of third parties without their consent, and failure to comply with applicable on-line privacy laws. Techworxs will cooperate fully with appropriate law enforcement agencies in connection with any and all illegal activities occurring on or through the Services.

H. Obscene, Defamatory, Abusive or Threatening Language
Use of the Services to store, post, transmit, display or otherwise make available obscene, defamatory, harassing, abusive or threatening language is prohibited.

I. Other Prohibited Activities
Engaging in any activity that, in Techworxs's sole and absolute discretion, disrupts, interferes with or is harmful to (or threatens to disrupt, interfere with, or be harmful to) the Services, Techworxs's business, operations, reputation, goodwill, customers and/or customer relations, or the ability of Techworxs's customers to effectively use the Services is prohibited. Such prohibited activities include making available any program, product or service that is designed to or could be used to violate this Agreement. In addition, the failure by a Customer to cooperate with Techworxs in correcting or preventing violations of this Agreement by, or that result from the activity of, a customer of the Subscriber is a violation of this Agreement.

17. Copyright Notice Infringement Information
Pursuant to the Digital Millennium Copyright Act, Techworxs has adopted a policy that provides for termination of websites hosted by Techworxs that are found to infringe on copyrights of third parties. Customer expressly acknowledges that they are aware of this provision and Customer waives any claims it may have should it be injured by the enforcement of this provision. If a copyright holder believes that there has been a violation of their copyright on a website that is hosted by Techworxs and the copyright holder demands that Techworxs remove the website or disable the material in question, Techworxs will remove the website or disable the material if the copyright holder provides Techworxs with all of the following information:

A signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

1. Identification of the copyrighted work that is claimed to have been or being infringed, or, in the case of claimed infringement of multiple copyrighted works, a representative list of such works.

2. Identification of the material that is claimed to be infringing or is the subject of infringing activity and that should be removed or access to which should be disabled, with information reasonably sufficient to permit us to locate the material. Information reasonably sufficient to permit us to contact the person giving the notification, such as an address and telephone, and, if available, an electronic mail address at which such person may be contacted.

3. A statement that the person giving the notification has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

4. A statement that the information in the notification is accurate, and under penalty of perjury, that the person giving the notification is authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

18. Consent to disclose Customer Violations
Customer hereby agress and consents to Techworxs.com's publication and dissemination anywhere of any violation of Techworxs.coms terms and conditions. Customer hereby releases Techworxs.com, their officers, directors, shareholders, employees and agents for any legal or equitable claims for Techworxs.com's publication, posting or other dissemination of Customers violation of any the terms and condidtions.

19. Disclosure of Customer Information and Legal Process
Although Techworxs will ordinarily maintain strict Customer confidentiality there are certain exceptions where Techworxs may disclose any information in its possession, including, without limitation, information about Subscribers, Internet transmissions and website activity in order to comply with a court order, subpoena, summons, discovery request, warrant, statute, regulation or official governmental request, to protect Techworxs or others from harm, and/or to ensure the proper operation of the Services. Techworxs has no obligation to notify any person, including the Subscriber about whom information is sought, that Techworxs has provided the information. Customer acknowledges the above exceptions and agrees to them without reservation.

20. Force Majeure.
Techworxs shall not be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of, interruption or delay in telecommunications or third party services (including DNS propagation), failure of third party software or hardware or inability to obtain raw materials, supplies or power used in or equipment needed for provision of the Services.

21. Governing Law; Jurisdiction; Arbitration.
This Agreement shall be governed in all respects by California law without regard to the conflict of law provisions thereof. Both parties submit to personal jurisdiction in California. Any controversy or claim arising out of, relating to or in connection with this Agreement, or the breach thereof, shall be subject to arbitration administered by the American Arbitration Association ("AAA") in accordance with its then existing Commercial Arbitration Rules (collectively, the "AAA Rules") and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be Studio City, California, or any other place selected by mutual agreement of the parties. An award rendered in connection with an arbitration pursuant to this Section shall be final and binding upon the parties and the parties agree and consent that the arbitral award shall be conclusive proof of the validity of the determinations of the arbitrations set forth in the award, and any judgment upon such an award may be entered and enforced in any court of competent jurisdiction. The parties agree that the award of the arbitral tribunal will be the sole and exclusive remedy between them regarding any and all claims and counterclaims between them with respect to the subject matter of the arbitrated dispute. The parties hereby waive all in personam jurisdictional defenses in connection with any arbitration hereunder or the enforcement of an order or award rendered pursuant thereto. In any legal action, the prevailing party will be entitled to recover all legal expenses incurred in connection with the action, including but not limited to its costs, both taxable and non-taxable, and reasonable attorney's fees. The terms of this section shall survive any termination of this Agreement.

22. Assignment.
Techworxs may assign this agreement at any time and without notice to Customer. Customer shall not have the right to assign this Agreement without the prior written consent of Techworxs. This Agreement shall be binding upon and inure to the benefit of Customer and Techworxs and their successors and permitted assigns.

23. Entire Agreement; Severability.
This Agreement, together with the Order Form and any other documents or agreements identified in this Agreement, represents the entire agreement between the parties, and supersedes all previous representations, understandings or agreements. If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the parties agree that the remainder of this Agreement shall remain in full force and effect.

Customer hereby represents that he, she or it is either, an individual entering this Agreement for his or her personal use and is over 18 years of age, or a corporation, limited partnership or other legal entity, duly organized and in good standing under the laws of the state of its organization and the person acting on behalf of Customer is duly authorized to accept, execute and deliver this Agreement on behalf of Customer.

Last updated: 12/05/04

TECHWORXS'S ACCEPTABLE USE POLICY

Techworxs appreciates doing business with you or your Company. As a provider of web hosting services, domains and other services and products Techworxs must comply with certain laws and regulations. Techworxs espouses ethical business practices and expects users, customers, affiliates and others to adhere to such standards. While Techworxs strives to provide users with the unfettered discretion to post on their website any content you desire, Techworxs must balance said desire with the community they serve, the public, the laws where Techworxs does business and the regulations therein. Techworxs reserves the right in its sole discretion to suspend or terminate any site hosted for any reason, including but not limited to, your violation of any laws, the terms and conditions of this Acceptable Use Policy or the terms and conditioned contained in your web hosting agreement with Techworxs, which is hereby incorporated by reference. The Acceptable Use Policy below describes certain actions relating to the content and operation of your Website which Techworxs considers to be inappropriate and thus prohibited. The examples identified in this list are provided as examples only for your guidance. If you are unsure whether any contemplated use or action is permitted, please contact Techworxs. Techworxs's right to remove suspend or terminate any site hosted by Techworxs for inappropriate content under this Policy shall not place an obligation on Techworxs to monitor or exert editorial control over any Website.

Prohibited Activities
Actions which Techworxs considers inappropriate and grounds for suspension or termination of your account include, but are not limited to, the following:

a) Using your Website to sell any goods or services that are unlawful in the location at which the content is posted or received or the goods or services delivered;

b) Using your Website to post any content that is obscene, lewd, lascivious, pornographic, contains nudity or sexual acts, excessively violent, harassing, or otherwise objectionable;

c) Using your Website to post any content that advocates, promotes or otherwise encourages violence against any governments, organizations, groups or individuals or which provides instruction, information, or assistance in causing or carrying out such violence;

d) Using your Website to post any content that holds Techworxs (including its affiliates), employees or shareholders up to public scorn or ridicule or would in anyway damage or impair Techworxs's reputation or goodwill;

e) Using your Website to post any content that violates any copyrights, patents, trademarks, trade secrets, or other intellectual property rights of others;

f) Failing to obtain all required permissions when using your Website to receive, upload, download, display, distribute, or execute programs or perform other works protected by intellectual property laws including copyright and patent laws;

g) Deleting or altering author attributes, copyright notices, or other copyright management information, unless expressly permitted in writing by the author or owner;

h) Using your Website in a tortuous manner, including the posting of libelous, defamatory, scandalous, threatening, harassing or private information without the permission of the person(s) involved, or posting content that is likely to cause emotional distress;

i) Introducing viruses, worms, Trojan horses, or other harmful code on the Internet; or

j) Any other act or omission that Techworxs.com in their sole discretion determines to be unacceptable, irrespective of whether such act is reasonable.

Technical Prohibitions

REVISIONS TO ACCEPTABLE USAGE POLICY

Techworxs may revise in its sole discretion this Acceptable Use Policy, without prior notice. Any such changes shall be posted by Techworxs on its Website http://www.techworxs.com/legal/index.php?legal=usage . You shall be responsible for periodically reviewing the online Acceptable Use Policy to apprise yourself of any changes thereto. You agree to be bound by all such changes.

PLEASE BE ADVISED THAT IF YOU KNOWLINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO HEAVY CIVIL PENALTIES AND CRIMINAL PENALTIES.

ANY INQUIRIES OTHER THAN RELATED TO THE DMCA WILL BE DELETED.

As required by the Digital Millennium Copyright Act of 1998 (!7 U.S.C. 512 (c), all notifications of claimed copyright infringement regarding Websites hosted by Techworxs LLC (“Techworxs”) should be sent ONLY to our designated agent

Email: legal@techworxs.com .

If you believe a Website hosted by Techworxs LLC infringes a copyright, you must provide the following information to the person identified above ( 17 USCA § 512 et al as amended) :

1. A physical or electronic signature of the copyright owner or authorized agent;

2. Identification of the copyrighted work(s) claimed to have been infringed;

3. Identification of the material that is claimed to be infringing or to be the subject of the infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

4. Information regarding how we may contact you (for example, mailing address, telephone number, E-mail address);

5. A statement that the copyright owner or its authorized agent has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

6. A statement that the information in the notification is accurate, and made under penalty of perjury, and, if an agent is providing the notification, a statement that the agent is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

This Privacy Policy discloses the privacy practices for the Techworxs.com site and various related services (together referred to as the "site"). Techworxs.com, the provider of the site (referred to as "us" or "we"), is dedicated to protecting your privacy online. Please read the information below to learn the following regarding your use of this site:

1. What information do we collect from you?

2. Where do we collect information from you and how do we use it?

3. With whom do we share your information?

4. How can you update, correct or delete your Personally Identifiable Information?

5. What are your choices regarding collection, use and distribution of your information?

6. What security precautions are in place to protect against the loss, misuse or alteration of your information?

7. Do we use "cookies"?

8. What should you know about privacy policies and data collection at any third party sites accessible from our site?

9. What else should you know about your privacy online?

(NEED TO HYPERLINK 1-9 TO CORRESPONDING HEADING BELOW)

You acknowledge that this Privacy Policy is part of our Site Terms of Use, and by accessing or using our site, you agree to be bound by all of its terms and conditions. If you do not agree to these terms, please do not access or use this site.

We reserve the right to change this Privacy Policy at any time. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by any means including, but not limited to issuing an e-mail to the e-mail address listed when you order a product or service or posting the revised Policy on this page or somewhere else on our website. You acknowledge and agree that it is your responsibility to maintain a valid e-mail address as a customer or user of our website, review this site and this Policy periodically and to be aware of any modifications. Your continued use of the site after such modifications will constitute your: (a) acknowledgment of the modified Policy; and (b) agreement to abide and be bound by the modified Policy.

1. What information do we collect from you?

In order to better provide you with our numerous services, we collect two types of information about our users: Personally Identifiable Information and Non-Personally Identifiable Information. Our primary goal in collecting information from you is to provide you with a smooth, efficient, and customized experience while using our site.

Personally Identifiable Information: This refers to information that lets us know the specifics of who you are. When you engage in certain activities on this site, such as ordering a product or service, entering a contest or sweepstakes, filling out a survey, or sending us feedback, we may ask you to provide certain information about yourself by filling out and submitting an online form. It is completely optional for you to engage in these activities. If you elect to engage in these activities, however, we may ask that you provide us personal information, such as your first and last name, mailing address (including zip code), email address, employer, job title and department, telephone and facsimile numbers, and other personal identifying information. When ordering products or services on the site, you may be asked to provide a credit card number. Depending upon the activity, some of the information we ask you to provide is identified as mandatory and some as voluntary. If you do not provide the mandatory data with respect to a particular activity, you will not be able to engage in that activity.

Non-Personally Identifiable Information: This refers to information that does not by itself identify a specific individual. We gather certain information about you based upon where you visit on our site in several ways. This information is compiled and analyzed on both a personal and an aggregated basis. This information may include the Web site's Uniform Resource Locator ("URL") that you just came from, which URL you go to next, what browser you are using, and your Internet Protocol ("IP") address. An URL is the global address of documents and other resources on the World Wide Web. An IP address is an identifier for a computer or device on a Transmission Control Protocol/Internet Protocol ("TCP/IP") network, such as the World Wide Web. Networks like the Web use the TCP/IP protocol to route information based on the IP address of the destination. In other words, an IP address is a number that is automatically assigned to your computer whenever you are surfing the web, allowing web servers to locate and identify your computer. Computers require IP addresses in order for users to communicate on the Internet.

2. Where do we collect information from you and how do we use it?

We do not collect any Personally Identifiable Information about you unless you voluntarily provide it to us. You provide certain Personally Identifiable Information to us when you:

(a) enter sweepstakes or contests sponsored by us or one of our partners;

(c) sign up for special offers from selected third parties;

(d) send e-mail messages, submit forms or transmit other information by telephone or letter; or

(e) submit your credit card or other payment information when ordering and purchasing products and services on our site including but not limited to web hosting services.

We may also collect information from you at other points on our site that state that such information is being collected.

In addition, we may also collect, or our third party ad server and/or content server may collect, certain Non-Personally Identifiable Information. This information is ultimately stored in the form of store categories, and, in some cases, specific URLs. We use your IP address to diagnose problems with our servers, software, to administer our site and to gather demographic information. Our third party ad servers will also provide us with summary, but not individual, reports that will tell us how many ads were presented and clicked upon at our site.

We will primarily use your Personally Identifiable Information to provide our services to you, as required by our agreements with you. We will also use Personally Identifiable Information to enhance the operation of our site, fill orders, improve our marketing and promotional efforts, statistically analyze site use, improve our product and service offerings, and customize our site's content, layout, and services. We may use Personally Identifiable Information to deliver information to you and to contact you regarding administrative notices. We may also use Personally Identifiable Information to resolve disputes, troubleshoot problems and enforce our agreements with you, including our Site Terms of Use, Sales Terms and Conditions, and this Private Policy.

3. With whom do we share your information?

We do not sell, trade, or rent your Personally Identifiable Information to others. We do provide some of our services through contractual arrangements with affiliates, services providers, partners and other third parties. We and our service partners use your Personally Identifiable Information to operate our sites and to deliver their services. For example, we must release your credit card information to the card-issuing bank to confirm payment for products and services purchased on this site; release your address information to the delivery service to deliver products that you ordered; and provide order information to third parties that help us provide customer service.

We will encourage our service partners to adopt and post privacy policies. However, the use of your Personally Identifiable Information by our service partners is governed by the privacy policies of those service partners, and is not subject to our control.

Occasionally we may be required by law enforcement or judicial authorities to provide Personally Identifiable Information to the appropriate governmental authorities. We will disclose Personally Identifiable Information upon receipt of a court order, subpoena, or to cooperate with a law enforcement investigation. We fully cooperate with law enforcement agencies in identifying those who use our services for illegal activities. We reserve the right to report to law enforcement agencies any activities that we in good faith believe to be unlawful.

We may also provide Non-Personally Identifiable Information about our customers' sales, traffic patterns, and related site information to third party advertisers, but these statistics do not include any Personally Identifiable Information.

4. How can you update or correct your Personally Identifiable Information?

We believe you should have the ability to access and edit the Personally Identifiable Information that you have provided to us. You may change any of your Personally Identifiable Information in your account online at any time by linking to your account in accordance with instructions posted elsewhere on this site. You may also access and correct your personal information and privacy preferences by writing us at:

Email: billing@Techworxs.com

Please include your name, address, and/or e-mail address when you contact us.

We encourage you to promptly update your Personally Identifiable Information if it changes. You may ask to have the information on your account deleted or removed; however, because we keep track of past transactions, you cannot delete information associated with past transactions on this site. In addition, it may be impossible to completely delete your information without some residual information because of backups.

5. What are your choices regarding collection, use, and distribution of your information?

We may, from time to time, send you e-mail regarding our products and services. In addition, if you indicated upon registration that you are interested in receiving offers or information from us and our partners, we may occasionally send you direct mail about products and services that we feel may be of interest to you. Only Techworxs.com (or agents working on behalf of Techworxs.com and under confidentiality agreements) will send you these direct mailings and only if you indicated that you do not object to these offers. If you do not want to receive such mailings, simply tell us when you give us your personal information. Or, at any time you can easily edit your account information to no longer receive such offers and mailings.

You also have choices with respect to cookies, as described below. By modifying your browser preferences, you have the choice to accept all cookies, to be notified when a cookie is set, or to reject all cookies. If you choose to reject all cookies some parts of our site may not work properly in your case.

6. What security precautions are in place to protect against the loss, misuse, or alteration of your information?

At our site you can be assured that your Personally Identifiable Information is secure, consistent with current industry standards. The importance of security for all Personally Identifiable Information associated with our user is of utmost concern to us. Your Personally Identifiable Information is protected in several ways. Access by you to your Personally Identifiable Information is available through a password and unique customer ID selected by you. This password is encrypted. We recommend that you do not divulge your password to anyone. In addition, your Personally Identifiable Information resides on a secure server that only selected Techworxs.com personnel and contractors have access to via password. We encrypt your Personally Identifiable Information and thereby prevent unauthorized parties from viewing such information when it is transmitted to us.

Personal information that you provide that is not Personally Identifiable Information also resides on a secure server and is only accessible via password. Since this information is not accessible from outside Techworxs.com you will not be asked to select a password in order to view or modify such information.

In order to most efficiently serve you, credit card transactions and order fulfillment are handled by established third party banking, processing agents and distribution institutions. They receive the information needed to verify and authorize your credit card or other payment information and to process and ship your order.

Unfortunately, no data transmission over the Internet or any wireless network can be guaranteed to be 100% secure. As a result, while we strive to protect your Personally Identifiable Information, you acknowledge that: (a) there are security and privacy limitations of the Internet which are beyond our control; (b) the security, integrity and privacy of any and all information and data exchanged between you and us through this site cannot be guaranteed; and (c) any such information and data may be viewed or tampered with in transit by a third party.

7. Do we use "cookies"?

When you use our site we will store cookies on your computer in order to facilitate and customize your use of our site. A cookie is a small data text file, which a Web site stores on your computer's hard drive (if your Web browser permits) that can later be retrieved to identify you to us. Our cookies store randomly assigned user identification numbers, the country where you are located, and your first name to welcome you back to our site. The cookies make your use of the site easier, make the site run more smoothly and help us to maintain a secure site. You are always free to decline our cookies if your browser permits, but some parts of our site may not work properly in that case.

We may use an outside ad serving company to display banner advertisements on our site. As part of their service, they will place a separate cookie on your computer. We will not provide any third-party ad server with any of your Personally Identifiable Information or information about your purchases. We and our third party ad server will collect and use Non-Personally Identifiable Information about you, such as your IP address, browser type, the server your computer is logged onto, the area code and zip code associated with your server and whether you responded to a particular ad. Other advertisers may also place banner ads on our site in the same manner as above, but we will not disclose any Personally Identifiable Information to them.

8. What should you know about privacy policies and data collection at any third party sites accessible from our site?

Except as otherwise discussed in this Privacy Policy, this document only addresses the use and disclosure of information we collect from you. Other sites accessible through our site have their own privacy policies and data collection, use and disclosure practices. Please consult each site's privacy policy. We are not responsible for the policies or practices of third parties. Additionally, other companies which place advertising on our site may collect information about you when you view or click on their advertising through the use of cookies. We cannot control this collection of information. You should contact these advertisers directly if you have any questions about their use of the information that they collect.

9. What else should you know about your privacy online?

You must be at least 18 years old to have our permission to use this site. Our policy is that we do not knowingly collect, use or disclose Personally Identifiable Information about visitors that are under 18 years of age.

You should also be aware that when Personally Identifiable Information is voluntarily disclosed (i.e. your name, e-mail address, etc.) in the discussion forums or other public areas on this site, that information, along with any information disclosed in your communication, can be collected and used by third parties and may result in unsolicited messages from third parties. Such activities are beyond our control and this Policy does not apply to such information. Any submissions to chat rooms or other public areas on this site are accepted with the understanding that they are accessible to all third parties. If you do not want your comments to be viewed by third parties, you are advised not to make any submissions. Ultimately, you are solely responsible for maintaining the secrecy of your password and/or account information. Please be careful and responsible whenever you're online.

If you have any questions about this Privacy Policy, the practices of this site, or your dealings with this site, please contact us by sending a letter to:

Techworxs.com
Attn: Privacy Compliance Officer
11288 Ventura Blvd. #443B
Studio City, CA 91604

You may also contact us by e-mail at legal@techworxs.com

SPAMMING POLICY

Techworxs LLC. has zero tolerance for UBE/UCE (unsolicited bulk email/unsolicited commercial email). This policy protects our customers as well as the internet community from the negative effects of "spam" related activity. Techworxs defines UBE/UCE as unsolicited broadcast or commercial email that is sent to addresses that do not affirmatively and verifiably request such material from that specific sender.

Our Policies:

1. Techworxs customers, and customers of Techworxs customers or any user of bandwidth and/or services on our network (herein described as 'users') are prohibited from sending UBE/UCE. Users may be asked to produce records that verify that explicit affirmative permission was obtained from a recipient before a mailing was sent. Techworxs may consider the lack of such proof of explicit affirmative permission of a questionable mailing UBE/UCE at its sole discretion.

2. Techworxs customers are prohibited from maintaining open mail relays on their servers. Ignorance of the presence or operation of an open mail relay is not and will not be considered an acceptable excuse for its (the open mail relay) operation. Multiple infractions of this policy will result in a discontinuation of service.

3. Techworxs customers will be notified in the event that they may be hosting sites listed as violators of the above policy. Again, failure to rectify such situations may be cause for termination.

4. Techworxs customers are prohibited from providing hosting services for websites that have been included in UBE/UCE. Hosting includes, but is not limited to, hosting website(s), providing DNS services as well as website redirect services.

5. Valid complaints received by Techworxs will be forwarded to customer for a response and resolution. If within twenty-four (24) hours there is no response, Techworxs may block traffic to and from the IP address involved in the UBE/UCE complaint until the problem is resolved and preventative measures have been implemented to prevent the violation from recurring. All users are responsible for maintaining a working email contact and updating that information with Techworxs when it changes.

6. If Techworxs receives repeat complaints indicating that a problem has not been resolved, Techworxs reserves the right to suspend and/or cancel any and all services provided to the user after a notification of no less than two (2) hours.

To report an incidence of abuse, please report it to support@Techworxs.com

TECHWORXS RESELLER PROGRAM

This Reseller Agreement (the "Agreement") is made and entered into as of the date listed below (the "Effective Date") by and between Techworxs LLC, a California LLC having a principal office at 11288 Ventura Boulevard, Studio City, California 91604 ("Techworxs"), and the party named below located at the address listed below ("Reseller").

RECITALS

WHEREAS, Techworxs is the provider of web hosting and affiliated services and Products or Services as listed on their web site www.Techworxs.com ; and

WHEREAS, Reseller wishes to be appointed a nonexclusive marketer and reseller of some or all of the Products or Services, and Techworxs is willing to make such appointment on the terms contained herein;

NOW, THEREFORE, Techworxs and Reseller hereby agree, for and in consideration of the mutual covenants contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, as follows:

1. Products or Services or Services and Services

Subject to the terms of this Agreement Techworxs hereby grants to Reseller a nonexclusive, nontransferable, revocable, limited license, to market, sell, and distribute the Products or Services described at https://login.Techworxs.com/rcc/package_table.php attached hereto and hereby incorporated by reference as Exhibit A. Reseller hereby agrees and understands that they shall exclusively provide Support Services to Customers for the Products or Services hereunder. As a material term of this Agreement, Reseller shall enter into an agreement with each such Customer which contains terms and conditions at a minimum that comply with Techworxs's then current policies, terms and conditions as amended from time to time.

2. Restrictions on use Reseller hereby agrees:

(i) not to create or attempt to create by reverse engineering, disassembly, decompilation or otherwise, the source code, internal structure, hardware design or organization of the Product or Service, or any part thereof, or to aid or to permit others to do so, except and only to the extent expressly permitted by applicable law;

(ii) not to remove any identification or notices of any proprietary or copyright restrictions from any Product or any Product support material;

(iii) not to copy any intellectual property of Techworxs, modify, translate or, unless otherwise agreed, develop any derivative works thereof or include any portion of Techworxs's intellectual property in any other service or product; and

(iv) not to separate the Product or services into component parts for distribution or transfer to a third party.

(v) impair or harm in any manner any of Techworxs's intellectual property.

3. PRICING

3.1. Reseller Prices. For each Service or Product ordered by Reseller , Reseller shall immediately pay Techworxs's then current Reseller price, as detailed in Techworxs's Reseller Program Pricing as amended from time to time as detailed at Gloabt LLC's website for resellers at https://login.Techworxs.com/rcc/reseller_settings.php?newpage=pricing&subnewpage=fullpricing and hereby incorporated by reference as Exhibit B.

3.2. Resale Price. Reseller is free to determine its own resale prices for Product or Services.

3.3. Price Changes. Techworxs shall have the exclusive right, at any time to change its prices, institute support and maintenance fees, or delete or add Products or Services, in whole or in part, from the Products or Services subject to this Agreement.

3.4. Refunds: Reseller hereby agrees and understands that no refunds are available hereunder.

4. TAXES

Reseller shall bear and be responsible for the payment of all taxes associated with the purchase or license of any Product or Service (other than taxes based on Techworxs 's net income) fees, duties or other amounts, however designated, including value added and withholding taxes which are levied or based upon such charges, or upon this Agreement. Taxes related to Product, Services and support services purchased, licensed or provided pursuant to this Agreement shall be paid by Reseller .

5. RESELLER Responsibilities

5.1. Best Efforts. Reseller shall use its best efforts to:

(i) market, advertise, and otherwise promote and sell the Product or Service;

(ii) perform its obligations under this Agreement in a timely and professional manner; and

(iv) further and preserve the goodwill and reputation of Techworxs and the Product or Service.

5.2. Compliance with Laws. Reseller shall be solely responsible for complying with the laws and regulations applicable in the Territory, or any nation, or political subdivision thereof, in which it engages in business in performing its responsibilities hereunder as well as those applicable to the distribution and sale of the Product by Reseller , including, without limitation, tax, export and foreign exchange laws, export controls imposed by the U.S. Export Administration Act of 1979, as amended, and the United States Foreign Corrupt Practices Act. Additionally, Reseller specifically acknowledges that Techworxs 's Products or Services or Services are subject to United States export controls, pursuant to the Export Administration Regulations, 15 C.F.R. Parts 730 to 774. Reseller shall strictly comply with all requirements of the Export Administration Regulations with respect to all of Techworxs's Products or Services or Services. Reseller expressly agrees that, without the prior written authorization of Techworxs and the United States Government, Reseller shall not, and shall cause its representatives (if any) to agree not to (a) export, re-export, divert or transfer Techworxs 's Product or any direct product thereof to any destination, company or person restricted or prohibited by the United States export controls, or (b) disclose any data derived from Techworxs 's Product or any direct product thereof to any national of any country when such disclosure is restricted or prohibited by the United States export controls. Upon reasonable request, Reseller shall make its records available to Techworxs in order to permit Techworxs to confirm Reseller 's compliance with its obligations as set forth herein. Reseller shall bear all expenses and costs related to compliance with any laws and/or regulations.

5.3. Sales Representatives. Reseller shall be responsible for all of the acts and omissions of its sales representatives and shall indemnify and defend Techworxs against, and hold it harmless from, any and all losses, expenses and liabilities incurred by Techworxs arising out of or relating to any acts or omissions of any such party.

5.4. Maintenance of Qualified Individuals. Reseller hereby represents and warrants it possesses the experience, skills and resources required to perform its obligations under this Agreement. Reseller shall, at its expense, retain adequate numbers of qualified individuals to: (i) provide Support Services to Customers; (ii) perform any upgrades and/or updates to Techworxs's Products or Services as may become necessary once such Products or Services have come within Reseller 's possession, custody or control; and (iii) act as liaison for all technical communications. It is further understood that Reseller is solely responsible for all of its employees and agents, its labor costs and expenses arising in connection therewith and for any and all claims, liabilities or damages or debts of any type whatsoever that may arise on account of Reseller 's activities, or those of its employees or agents in the performance of this Agreement.

5.5. Reseller Support. Reseller shall provide acceptable support to Customers.

5.6. Problem Resolution. Reseller shall keep Techworxs informed on a regular basis as to any problems encountered with the Product or Services and as to any resolutions arrived at for those problems. Reseller shall communicate promptly to Techworxs any and all modifications, design changes or improvements to the Product or Services suggested by any entity or person to Reseller . Reseller further agrees that Techworxs shall acquire any and all right, title and interest in and to such suggested modifications, design changes or improvements of the Product without the payment of any additional consideration to Reseller , its employees, its agents, or to any other entity or person.

5.7. Records and Reports; Audit Rights. Reseller shall maintain accurate, complete records of its marketing, sales, and support and maintenance services activities under this Agreement. On a monthly basis, and more often at Techworxs's request, Reseller shall provide Techworxs with reports describing the ZIP codes of all customers to whom a Product or Service was sold. During the term of this Agreement, Techworxs or its representatives may, upon reasonable notice to Reseller and during normal working hours, inspect those agreements and business records of Reseller necessary to verify Reseller 's compliance with this Agreement.

5.8. Notice of Infringement. Reseller agrees to promptly notify Techworxs of any known or suspected infringement or misappropriation of Techworxs's proprietary rights that comes to Reseller 's attention.

5.9. Compliance. Reseller shall provide information as reasonably requested by Techworxs to ensure compliance by Reseller with the terms of this Agreement.

6. ORDERS, PAYMENT

6.1. General Provisions. Reseller shall forward all order information as listed on Techworxs's then current order form to Techworxs with payment in full via electronic means (EFT) for each customer prior to beginning any service or selling any product to any customer .

6.2. No Modification of Terms. Nothing contained in any Purchase Order, acknowledgment, or invoice shall in any way modify the terms or add any additional terms or conditions to this Agreement.

6.3. Reseller 's Acceptance of Orders. Reseller shall not accept orders in Techworxs's name or the name of its parents, subsidiaries, affiliates or similar parties.

7. INDEMNITY, LIMITED LIABILITY

7.1. Indemnity by Reseller . Reseller shall indemnify and hold Techworxs, their officers, shareholders, directors, employees, agents and independent contractors harmless from and against any and all claims, liabilities, losses, damages or judgments, including but not limited to all legal fees and expenses that arise from any act or omission hereunder.

7.2. Limitation of Liability Notwithstanding any provision in this Agreement to the contrary, in no event is Techworxs liable for indirect, incidental, or consequential damages and in no event may the liability of Techworxs arising in connection with any of the Product or Service (whether this liability arises from a claim based on contract, warranty, tort, or otherwise) exceed the actual amount paid to Techworxs for the Services or Products.

8. TERM AND TERMINATION

8.1. Term. This Agreement shall become effective as of the Effective Date and shall remain in effect unless terminated as provided herein (the "Term").

8.2. Termination for Cause. If Reseller defaults in the performance of any material provision of this Agreement, then Techworxs may give written notice to the Reseller that this Agreement shall be terminated unless the default is remedied immediately.

8.3. Effects of Termination. Upon termination or expiration of this Agreement for any reason whatsoever, Reseller shall immediately:

(i) cease all use of Product and Documentation;

(ii) discontinue any use of the name, logo, trademarks, service marks or slogans of Techworxs and the trade names of any Product or Service;

(iii) discontinue all representation or statements from which it might be inferred that any relationship exists between Reseller and Techworxs;

(iv) cease to promote, solicit orders for or procure orders for Products or Services (but Reseller shall not act in any way to damage the reputation or goodwill of Techworxs or any Product or Service); and

(v) promptly return all Confidential Information and related materials to Techworxs.

8.4. Survival of Terms. The terms contained within the following sections shall survive any expiration or termination of this Agreement: Section 7 Indemnification by Reseller ; Section 8, relating to Term and Termination; Section 10, relating to Confidential Information; Section 11, relating to Trademarks and Service marks; Section 12, relating to Warranty Disclaimers; and Section 14, relating to General Provisions.

9. Relationship of the Parties

9.1. Independent Contractors. The relationship of Techworxs and Reseller established by this Agreement is that of independent contractors, and nothing contained in this Agreement or in the parties performance thereof shall be construed to constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking.

9.2. Nonexclusive Relationship. Nothing in this Agreement shall be construed as limiting Techworxs's marketing or distribution activities or its appointment of other Resellers, Resellers, sales representatives, sub-resellers, licensees or agents of any kind in any place.

10. Confidential Information

10.1. Protection of Confidential Information. Reseller shall protect Techworxs's Confidential Information from unauthorized dissemination and use the same degree of care that Reseller uses to protect its own like information. Reseller shall not disclose to third parties Techworxs's Confidential Information without the prior written consent of Techworxs. Reseller shall not use Techworxs's Confidential Information for purposes other than those necessary to directly further the purposes of this Agreement. Each employee or agent of Reseller , performing duties hereunder, shall be made aware of this Agreement and shall execute a document that binds said employee or agent of Reseller to the same level of confidentiality contained herein.

10.2. Permitted Disclosure. Notwithstanding any provision in this Agreement to the contrary, Reseller may disclose portions of Techworxs's Confidential Information: (a) to its lawyers and accountants who have a need to know such information; and (b) pursuant to an order of a governmental agency or court of competent jurisdiction compelling disclosure, provided that Techworxs shall be given reasonable advance notice of such impending disclosure.

10.3. Disposition Upon Termination. Upon the termination of this Agreement for any reason whatsoever, or in the event that Techworxs reasonably determines that Reseller no longer requires access to the Confidential Information in order to perform its obligations, Reseller shall return to Techworxs , or shall destroy, as Techworxs shall specify, all copies of all the Confidential Information in Reseller 's possession. Within five (5) days thereafter, Reseller shall provide Techworxs with a certificate, executed by Reseller or by an officer of Reseller , confirming that all copies of all such Confidential Information have been returned to Techworxs or destroyed, as the case may be.

10.4. The Parties agree that if Reseller breaches this Agreement by disclosing or using any confidential information, it will be impracticable or extremely difficult to determine the damages suffered by Techworxs. It is therefore agreed that in the event of such a breach by Reseller , Reseller shall pay Techworxs the sum of One Hundred Fifty Dollars ($150.00) per account as liquidated damages.

11. Trademarks and Service marks

11.1. Trademark Ownership. Reseller acknowledges and agrees that Techworxs owns all Techworxs trademarks (the "Trademarks") and that any and all goodwill derived from the use of the Trademarks by Reseller hereunder inures solely to the benefit of Techworxs. Reseller shall at no time contest or aid in contesting the validity or ownership of any Trademark or take any action in derogation of Techworxs 's rights therein, including without limitation applying to register any trademark, trade name, service mark, domain name or other designation that is confusingly similar to any Trademark.

11.2. Authorized Use of Trademarks. During the Term, Reseller shall market the Products or Services under the trademark or service marks placed on the Product or Services or otherwise used with respect to the Product or Services by Techworxs (the "Marks"). Current Marks are as depicted or listed at Techworxs.com's web site (www.Techworxs.com) linked hereto as Exhibit C Techworxs reserves the right to change its Marks at any time. All advertising and other materials not provided by Techworxs in which the Marks are used shall be subject to the prior written approval of Techworxs. Reseller shall not add or attach to the Products or Services any label, marking or information that has not been approved in advance by Techworxs in writing. Whenever the Marks are used, Reseller shall indicate that such Marks are the property of Techworxs. Reseller shall have the right to indicate to the public that it is an authorized Reseller of the Product or Service and use the Marks to advertise and identify such Techworxs's Products or Services. Techworxs shall have the right to audit Reseller 's use of the Marks for such purposes and require Reseller to modify such use as may be required by Techworxs.

11.3. Trademark Use Guidelines. Reseller 's use of the Trademarks shall be subject to the terms and conditions contained in Techworxs's trademark guideline document as amended from time to time to be provided to Reseller , and to which Reseller hereby agrees to be bound.

11.4. Reseller Marks. Reseller shall use no trademarks, trade names, service marks or other proprietary indicia in association with the Product or Service other than the Marks, including, without limitation, any trademark or trade name owned by Reseller .

11.5. Defense of Trademarks. Reseller shall not at any time challenge, or assist others in challenging, Techworxs 's Marks or other proprietary rights, or do, cause to be done, or tolerate any act or thing contesting or in any way impairing or tending to impair any said right, title, and interest of Techworxs . Unless requested to do so by Techworxs in writing, Reseller shall not register, directly or indirectly, any trademark, service mark, trade name, company name or other proprietary or commercial name or right that is identical or confusingly similar to the Marks or any other Techworxs intellectual property or that constitute translations thereof into any other language(s).

12. WARRANTY AND LIABILITY DISCLAIMERS

12.1. Disclaimer. TECHWORXS MAKES NO WARRANTIES WITH RESPECT TO ANY PRODUCT, LICENSE OR SERVICE AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE AND ANY WARRANTIES OF NONINFRINGEMENT. TECHWORXS PROVIDES ITS PRODUCTS AND SERVICES "AS IS" AND DOES NOT WARRANT THEIR EFFECTIVENESS, USEFULNESS OR RELIABILITY. RESELLER SHALL HANDLE AND BE RESPONSIBLE FOR ALL WARRANTY RETURNS AND COMPLAINTS FROM ITS CUSTOMERS AND SHALL BE ENTITLED TO (AND ONLY TO) REPLACEMENT OR CREDIT FOR AMOUNTS PAID TO TECHWORXS IN CERTAIN CIRCUMSTANCES APPROVED BY TECHWORXS.

12.2. Limitation of Product Liability. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, TECHWORXS SHALL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR:

(I) ANY AMOUNTS IN EXCESS OF THE PRICE PAID TO TECHWORXS WITH RESPECT TO THE PRODUCT OR SERVICE THAT IS THE SUBJECT OF THE CLAIM; OR

(II) ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED; OR

(III) DAMAGES FOR LOST PROFITS OR LOST DATA; OR

(IV) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES.

12.3. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ELSEWHERE, IN NO EVENT WHATSOEVER SHALL TECHWORXS 'S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY RECEIVED BY TECHWORXS FROM RESELLER FOR ONE PRODUCT OR SERVICE.

12.4. Disclaimer of other Representations. All representations made or agreements executed by Reseller pursuant to this Agreement shall be Reseller 's sole responsibility. Furthermore, each such agreement shall contain an acknowledgment by any third party that it is not relying on any representations or warranties made by Techworxs.

13. COMPLIANCE WITH APPLICABLE LAWS

13.1. Export and Import Controls. Reseller acknowledges that the Product and the technical data received from Techworxs in accordance with the terms hereunder may be subject to United States or Territory export and import controls, and in the performance of its obligations, Reseller shall at all times strictly comply with all laws, regulations and orders, and agrees to commit no act which, directly or indirectly, would violate any United States or Territory law, regulation or order, including, without limitation, tax, export and foreign exchange laws, export controls imposed by the U.S. Export Administration Act of 1979. Additionally, Reseller specifically acknowledges that Techworxs 's Product and any direct product thereof is subject to United States export controls, pursuant to the Export Administration Regulations, 15 C.F.R. Parts 730 to 774.

13.2. Authorizations. Reseller shall, at its own expense, make, obtain, and maintain in force at all times during the term of this Agreement, all filings, registrations, reports, licenses, permits and authorizations required under applicable law, regulation or order required for Reseller to perform its obligations under this Agreement.

13.3. Corrupt Practices. Techworxs and Reseller agree to conform with the United States Foreign Corrupt Practices Act and will not offer any payment or other gift or promise, or authorize the giving of anything of value, for the purpose of influencing an act or decision of an official of any Government or of an employee of any company in order to assist Techworxs or Reseller in obtaining, retaining, or directing any business.

14. General Provisions

14.1. Entire Agreement. The provisions of this Agreement, including any Exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof, and this Agreement supersedes all prior agreements or representations, oral or written, regarding such subject matter. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party.

14.2. Governing Law. This Agreement shall be governed by the laws of the State of California, as applied to agreements entered into and to be performed entirely within California between California residents, without regard to the principles of conflict of laws or the United Nations Convention on Contracts for the International Sale of Goods.

14.3. Settlement of Controversies. Any controversies or claims arising from or relating to this Agreement, or the breach or validity thereof, which cannot be amicably settled by and between the parties, shall be referred to and finally settled by arbitration. The place of arbitration shall be Los Angeles, California, pursuant to the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services (JAMS), or its successor, before a sole, mutually agreeable arbitrator, in accordance with the laws of the State of California for agreements made in and to be performed in that State. Judgment on the Award may be entered in any court having jurisdiction. The arbitrator shall, in the Award, allocate all of the costs of the arbitration (and the mediation, if applicable), including the fees of the arbitrator and the reasonable attorneys' fees of the prevailing party, against the party who did not prevail.

14.4. Assignment. Techworxs may assign this Agreement. Reseller may not assign, delegate, sub-contract or otherwise transfer this Agreement or any of its rights and obligations hereunder, whether voluntarily, by operation of law or otherwise, without the other party's prior written approval.

14.5. No Waiver; Severability. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. The exercise by either party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.

14.6. Injunctive Relief. The parties agree that any unauthorized use or disclosure of the Product or Services or Confidential Information of Techworxs, or a breach of this Agreement adversely affecting Techworxs's intellectual property rights would cause irreparable injury to the Techworxs for which monetary damages would not be an adequate remedy and Techworxs shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law.

14.7. Counterparts; Section Headings; Interpretation. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, all of which together shall constitute one and the same instrument. The Section headings contained herein are for convenience of reference only and shall not be considered as substantive parts of this Agreement. In construing or interpreting this Agreement, the word "or" shall not be construed as exclusive, and the word "including" shall not be limiting. The parties agree that this Agreement shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against either party and that ambiguities shall not be interpreted against the drafting party.

14.8. English Language; Notices. This Agreement is in the English language only, which language shall be controlling in all respects. Any versions of this Agreement in any other language will be for accommodation only and will not be binding upon either party. All communications and documentation for the Products or Services or Services to be furnished under this Agreement shall be in the English language. Any notice, report, approval or consent required or permitted hereunder shall be in writing and in the English language and shall be deemed to have been given if via electronic mail.

14.9. Force Majeure. Nonperformance of Techworxs shall be excused to the extent performance is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers or any other reason where failure to perform is beyond the reasonable control of Techworxs.

14.10. Government Use. Reseller represents that it is not a government agency nor is it obtaining any material under this Agreement pursuant to or