J.A.D.E. Web Site Service Agreement TERMS OF SERVICE 1.0 GENERAL 1.1 J.A.D.E. Web Site Design and Web Site Hosting Service ("Service") is provided to you ("you" or "User" or "Web Site Licensee" (WSL)) under the terms and conditions of this J.A.D.E. Web Site Service Agreement and all written amendments thereto and any operating rules or policies established by J.A.D.E. (collectively, the "Agreement"), including Acceptable Use Policies which may be changed from time to time. J.A.D.E. reserves the right, in its sole discretion, to change, modify, add or remove all or part of the Agreement at any time. 1.2 By accepting the terms and conditions of the Agreement, User (a) represents and warrants that it (1) is a company or business located within the United States or Canada, (2) authorizes the representatives initiating and accessing the Service to do so on its behalf, (3) will restrict such representatives to persons 18 years old or older, (c) agrees to provide true, accurate, current and complete information about User as prompted by the Account Registration Form or as requested at any time during Service; and (d) agrees to maintain and update this information to keep it true, accurate, current and complete. If any information provided by User is untrue, inaccurate, not current or incomplete, J.A.D.E. has the right to terminate User's account and refuse any and all current or future use of the Service. 1.3 BY COMPLETING THE ACCOUNT REGISTRATION PROCESS AND CLICKING THE "I ACCEPT" OR "I AGREE" BUTTON, OR BY UTILIZING OR ALLOWING OTHER PERSONS TO UTILIZE THE WEB SITE PROVIDED IN ANY WAY, USER ("User" or "you") AGREES TO BE BOUND BY THE AGREEMENT, INCLUDING ACCEPTABLE USE POLICIES. No modification or rejection of terms by User is permitted. Once Account Registration is completed or web site is activated or utilized by User in any way, User's sole recourse if the terms and conditions of Agreement or if any future changes to these terms are unacceptable to User, is cancellation pursuant to Sections 6.2 or 6.3 below. 2.0 DESCRIPTION OF J.A.D.E. SERVICE. 2.1 J.A.D.E. hosts sites on the World Wide Web ("Sites" or "Web Sites") and provides User with access to certain proprietary Software ("Software") and technical support services to facilitate the creation and maintenance of Sites ("Service"). 2.2 No Site submitted to J.A.D.E. may contain any content, products, services or other information that, in J.A.D.E.'s sole determination, may be illegal to sell under any applicable law, statue, ordinance or regulation, that may infringe or violate anyone's rights, or that, J.A.D.E. believes, in its sole discretion, is inflammatory, offensive, contrary to Acceptable Use Policies or otherwise inconsistent with the spirit of J.A.D.E.. These criteria are minimum requirements only and J.A.D.E. in its sole discretion may consider other criteria before accepting a Site. 2.3 NOTHING IN THIS AGREEMENT OBLIGATES J.A.D.E. OR ITS SERVICE PROVIDERS TO LIST, LINK TO, ACCEPT OR OTHERWISE HOST YOUR SITE ANYWHERE ON J.A.D.E.'s Webcenter. J.A.D.E. reserves the right to refuse to host or continue to host any Site which it believes, in its sole discretion: (1) offers for sale goods or services, or uses or displays material, that are illegal, obscene, vulgar, offensive, dangerous or are otherwise inappropriate; (2) has substantially changed its Site from the time it was accepted; (3) received a significant number of complaints for failing to be reasonably accessible to customers or timely fulfill customer orders; (4) has become the subject of a government complaint or investigation; or (5) has violated or threatens to violate the letter or spirit of the Agreement or its Acceptable Use Policies. 2.4 Technical support and web site capabilities will be provided in accordance with J.A.D.E. and its service provider's then current capabilities for web site creation and maintenance, which may be modified from time to time at J.A.D.E. and its service providers' sole discretion. J.A.D.E. does not provide support services for issues relating to goods or services offered, sold or provided by User, to disputes between User and its customers or third parties, or to any support services other than as expressly provided by this Agreement. 3.0 USER'S OBLIGATIONS 3.1 User acknowledges and agrees that it shall be responsible for all goods and services offered at User's Site, all materials used or displayed at the Site, and all acts or omissions that occur at the Site or in connection with User's account or password. 3.2 User agrees to display on the Site, User's contact information, including but not limited to User's company name, address, telephone number, fax number and e-mail address. User also agrees to update such information to keep it true, accurate, current and complete. User agrees to display on the Site the disclaimer set out in Section 17.0. 3.3 User agrees that any and all press releases and other public announcements related to this Agreement and subsequent transactions between J.A.D.E. and User, including the method and timing of such announcements, must be approved in advance by an authorized representative of J.A.D.E. in writing. J.A.D.E. reserves the right to withhold approval of any public announcement in its sole discretion. Without limitation, any breach of User's obligation regarding public announcements shall be a material breach of the Agreement. 3.4 User represents and warrants that it has full power and authority under all relevant laws and regulations: 1) To offer and sell the goods and services offered a the Site, including but not limited to holding all necessary licenses from all necessary jurisdictions; 2) to engage in the advertising and sale of the goods or services offered at the Site; (3) to copy and display the materials used or displayed at the Site. 3.5 User represents and warrants that it will comply with the then current Acceptable Use Policy required by J.A.D.E. and its service providers and will not engage in any activities: 1) that constitute or encourage a violation of any applicable federal, state or international law or regulation including but not limited to the sale of illegal goods or the violation of export control or obscenity laws; 2) that defame, impersonate or invade the privacy of any third party or entity; 3) that infringe the rights of any third party, including but not limited to the intellectual property, business, contractual or fiduciary rights of others and 4) that are in any way connected with the transmission of "junk mail", "spam" or the unsolicited mass distribution of e-mail or with any unethical practices. 4.0 PROPRIETARY RIGHTS 4.1 Software License. J.A.D.E. hereby grants User a non-exclusive, non-transferable license to use the Software in object code form only on a server controlled by its service providers for the sole purpose of creating and maintaining User's Site. User is not being granted any right to copy the Software or use it on computers other than a server controlled by J.A.D.E.'s service providers. User may not use Web pages or parts of Web pages generated by means of the Software, other than content that originates from and is proprietary to User, on any server other than the servers controlled by J.A.D.E. service providers. Except for the limited use set forth in this Section, User is granted no other rights in and to the proprietary software and Intellectual Property of J.A.D.E. or its service providers. 4.2 User also acknowledges and agrees that the Software is intended for access and use by means of web browsing software and that neither J.A.D.E. or its service providers commit to support any particular browsing platform. J.A.D.E. and its service providers reserve the right at any time to revise and modify the Software, release subsequent versions thereof and to alter features, specifications, capabilities, functions and other characteristics of the Software, without notice to User. If any revision or modification to the Software materially changes User's ability to conduct business, User's sole remedy is to terminate the Agreement pursuant to Section 6.2 regarding termination of service. 4.3 Intellectual Property. User acknowledges and agrees that content available from J.A.D.E., its service providers or the Service, including but not limited to text, software, music, sound, logos, trademarks, service marks, photographs, graphics, or video, is protected by copyright, trademark, patent or other proprietary rights and laws and may not be used in any manner other than as specified in Section 4.1 above. This Agreement does not grant User any right, title, interest in or to any of the Marks of J.A.D.E. or its service providers. 4.4 User's Property. User agrees that by using the Service, User grants J.A.D.E. and its service providers, successors and assigns, a non-exclusive, worldwide, royalty-free, perpetual, non-revocable license under User's copyrights and other intellectual property rights, if any, in all material and content displayed in User's Site to use, distribute, display, reproduce, and create derivative works from such material in any and all media, and to display in any manner and on any J.A.D.E. or service provider property the results of search queries and comparisons conducted using J.A.D.E. Service. User also grants J.A.D.E. and its service providers the right to maintain such content on J.A.D.E. and its service providers' servers during the term of the Agreement and to authorize the downloading and printing of such material, or any portion thereof, by end users for their personal use. 4.5 Unauthorized Access. User shall not attempt to gain unauthorized access to any servers controlled by J.A.D.E. or its service providers. User will immediately notify J.A.D.E. at webcenterplaza@aol.com if User becomes aware that any unauthorized access has occurred, has been attempted or is intended. 5.0 FEES AND PAYMENT 5.1 User shall pay J.A.D.E. pursuant to the following payment plan. Time is of the essence for all payments. 5.2 Direct Billing Payment Plan: User shall pay an account initiation fee, monthly service fee and other fees as specified at time of registration and as modified from time to time pursuant to Agreement. All such fees are due and payable in U.S. dollars to J.A.D.E.. User agrees to make payment 1) by charge to the credit card number given by User to J.A.D.E. and accepted by J.A.D.E. on time of registration, 2) automatically without further action by User, by charge to same credit card number on the first day of each month thereafter until service is terminated pursuant to Section 6 or Section 7 below, 3) automatically without further action by User, by charge to same credit card number for any unpaid services or fees as of the date of service termination, pursuant to Section 6 or Section 7 below, and automatically without further action by User when additional J.A.D.E. Services are requested of J.A.D.E. by charge to the same credit card number or other credit card number verified as acceptable to J.A.D.E.. All Credit Card numbers are subject to verification by J.A.D.E. or its service providers in their sole and individual discretion. 5.3 All amounts due and unpaid for more than 30 days from the due date specified by the payment play shall be deemed delinquent. Delinquent payments may result in the imposition of a late fee, at which the rate of one percent of the unpaid balance per month, or the maximum allowable under applicable state law, whichever is higher. Acceptance of late or partial payments (even if marked "Paid in Full") shall not waive any of J.A.D.E.'s rights to collect the full amount due under this Agreement. Notice of any disputes regarding payment or charges must be received by J.A.D.E. at webcenterplaza@aol.com within 60 days after payment is due or User will waive any objection. Delinquent payments are deemed a material breach of this Agreement pursuant to Section 7.1 below. 5.4 J.A.D.E. may alter its fee schedules and terms of the Agreement without advance notice to User. Nothing in this Agreement shall be construed in any way to require J.A.D.E. to provide or to continue to provide Services. User's sole recourse is termination pursuant to Section 6.2 of this Agreement. 6.0 TERMS 6.1 Term. The term of the Agreement shall be 30 days commencing on the date that User's credit card is first charged for the Site or when the User begins utilization of the Site by electronically confirming with the "I Accept", "I Agree", or "Purchase My Site" button, or whenever User utilizes or allows others to utilize the web site provided, whichever sooner occurs. The term shall automatically renew for successive monthly periods at renewal rates applicable at the time, unless notice of non-renewal is provide in accordance with Section 6.2 or Section 6.3, below; provided, however, that to qualify for each renewal User must at the time of renewal be in substantial compliance with the material terms and conditions of the Agreement. J.A.D.E. shall have the right but not the obligation to review any Site for compliance with the Agreement as part of the renewal process or at any time. 6.2 Non-Renewal. Either party, in its sole and absolute discretion, may give notice of nonrenewable with or without cause and without stating any reason therefor. Except as specified in Section 6.1 above, any notice of nonrenewable must be given at least 21 days prior to the end of the last renewed term pursuant to Section 6.1 and in the manner described in Section 14 regarding notice. J.A.D.E. will not provide refunds, pro-rata or otherwise, for any period prior to the end of the term then in effect. 6.3 Trial Period: User may terminate the Agreement within the first ten calendar days after Site acceptance is confirmed with the "I accept", "I Agree" button, or after User utilizes or allows other to utilize the web site provided, whichever sooner occurs. Any charges made to User's credit card account for plan services will be refunded to User within thirty days of receipt of termination notice. Termination notice under this Section 6.2 must be provided in the manner described in Section 14. 7.0 TERMINATION 7.1 Termination: Either party may terminate the Agreement on 30 days notice if the other party has materially breached or is otherwise not in compliance with any provision of the Agreement, and such breach or noncompliance is not cured within such 30 day period. J.A.D.E. reserves the right to immediately suspend any customer or User access to the Site, without notice, until such breach or noncompliance is cured. 7.2 Termination for Illegal or Other Activity. Notwithstanding the foregoing, J.A.D.E. may, but has no duty to, immediately terminate User and remove it from J.A.D.E. or service providers' servers without notice if J.A.D.E. or its service providers in their sole and individual discretion conclude that User is engaged in illegal activities or the sale of illegal or harmful goods or services or engaged in activities or sales that may damage the rights of J.A.D.E. or others. Any termination under this Section 7.2 shall take effect immediately and User expressly agrees that it shall not have any opportunity to cure. 7.3 Waiver. User expressly waives any statutory or other legal protection in conflict with the provisions of this Section 7, to the fullest extent permitted by law. 7.4 Deletion of Information. Upon termination, J.A.D.E. reserves the right to delete from its servers any and all information contained in User's account including but not limited to order processing information, mailing lists and any Web pages generated by the Software. 7.5 This provision expressly confirms that Section 4 (Proprietary Rights), Section 10 (Indemnification), Section 11 (Disclaimer of Warranties and Liabilities), Section 16 (Dispute Resolution and Arbitration) of this agreement shall survive any termination of the Agreement. 8.0 USER PRIVACY 8.1 User Information. J.A.D.E. maintains information about User and Site on J.A.D.E. or its service providers' servers, including but not limited to Users' account registration information and clickstream data ("User Information"). User agrees that J.A.D.E. may use User information for marketing or other promotional purposes and may share this information with its affiliates and partners. To remove this consent, User must notify J.A.D.E. by electronic mail directed to, with receipt acknowledged, by , providing all User's contact information, including but not limited to: User's Company Name, address, telephone number, fax number, web site address and e-mail address. 8.2 User agrees that J.A.D.E. may disclose User information in good faith belief that such an action is reasonably necessary: (a) to comply with the law; (b) to comply with the legal process; (c) to enforce the Agreement; (d) to respond to claims that User or Site is engaged in activities that violate the rights of third parties; or (e) to protect the rights or interest of J.A.D.E., its service providers or others; provided, however, that nothing in this section shall impose a duty on to make any such disclosures. 8.3 Password. User shall receive a password from J.A.D.E. or its service providers to provide access to any use of the Software and Online Site Services. User is entirely responsible for any and all activities, which occur under User's account and password. User agrees to keep its password confidential, to allow no other person or company to use its account, and immediately to notify J.A.D.E. by electronic mail directed to webcenterplaza@aol.com if User has any reason to believe that the security of its account or J.A.D.E.'s Service has been compromised. 8.4 Technical Access. User acknowledges and agrees that technical processing of User Information is and may be required: (a) for the Service to function; (b) to conform to the technical requirements of connecting networks; (c) to conform to the technical requirements of the Service; or (d) to conform to other, similar technical requirements. User also acknowledges and agrees that J.A.D.E. or its service providers may access User's account and its contents as necessary to identify or resolve technical problems or respond to complaints about the Service. 8.5 J.A.D.E. and its service providers are not liable for any lack of privacy, which may be experienced with regard to services provided under this AGREEMENT. User authorizes J.A.D.E. and its service providers to monitor and record calls to J.A.D.E. and to its service providers concerning User's account or services. 9.0 MAINTENANCE AND SUPPORT 9.1 User can obtain assistance with technical difficulties that may arise in connection with User's utilization of the software or Online Site Services by requesting assistance by electronic mail to or by request to the then current customer service telephone number posted at www.mawebcenters.com. J.A.D.E. reserves the right to establish limitations on the extent of such support, and the hours at which it is available. 9.2 User is responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for its access to and use of the Software and Online Site Services and User shall be responsible for all charges related thereto. 10.0 INDEMNIFICATION: User agrees to indemnify and hold harmless J.A.D.E. and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees, agents, and service providers from any claim or demand, including attorneys fees, including any and all claims made by any third party due to or arising out of User's conduct, User's site visitors or customers' conduct, the conduct of any service provider, User's use of Service or any claims based upon the suspension, cancellation or termination by J.A.D.E. or its service providers, or any alleged violation of the Agreement, or any alleged violation of any rights of another, including but not limited to User use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with User's Site. J.A.D.E. reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, but doing so shall not excuse User's indemnity obligations. User agrees to pay J.A.D.E.'s reasonable attorney and expert witness fees and costs incurred in enforcing this Agreement. 11.0 DISCLAIMER OF WARRANTIES AND LIABILITIES 11.1 THIS SERVICE AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. 11.2 NEITHER THIS AGREEMENT OR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE ONLINE SITE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE OR THAT THE SOFTWARE WILL PROVIDE UNINTERRUPTED, TIMELY OR ERROR FREE SERVICE. 11.3 THE SECURITY MECHANISM INCORPORATED IN THE SOFTWARE HAS INHERENT LIMITATIONS AND USER MUST DETERMINE THAT THE SOFTWARE ADEQUATELY MEETS ITS REQUIREMENTS. 11.4 USER ACKNOWLEDGES AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT ITS OWN DISCRETION AND RISK AND THAT USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. 11.5 J.A.D.E., AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS AND SERVICE PROVIDERS SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF J.A.D.E. OR ITS SERVICE PROVIDERS ARE AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM USER'S USE OR INABILITY TO USE THE ONLINE SITE SERVICES OR THE SOFTWARE, OR THAT RESULT FORM ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OR PERFORMANCE OF THE ONLINE SERVICES OR THE SOFTWARE. J.A.D.E. AND ITS SERVICE PROVIDERS SHALL HAVE NO LIABILITY TO USER, UNDER ANY CIRCUMSTANCES, IN EXCESS OF THE AGGREGATE PAYMENTS ACTUALLY MADE BY USER TO J.A.D.E. OVER THE COURSE OF THE EXISTING TERM. 11.6 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, AS A RESULT SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. 12.0 NO RESALE OR ASSIGNMENT OF SERVICE User agrees not to resell or assign or otherwise transfer rights of obligations under the AGREEMENT without the express written authorization of J.A.D.E.. 13.0 FORCE MAJEURE J.A.D.E. shall not be liable for any delay or failure in performance under the AGREEMENT resulting directly or indirectly from acts of nature or causes beyond its reasonable control, including acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet or other suppliers, service providers or carriers. 14.0 NOTICES 14.1 Any notices or communications under the AGREEMENT shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below. 14.2 If to J.A.D.E.: (1) Technical inquiries, notices regarding cancellation, termination or non-renewal notice and payment inquiries shall be directed to , (2) all legal notices and notices which purport to change the Agreement or assert entitlements under the Agreement must be sent in writing to 51 Springvale Ave., Lynn, MA 01904 by registered mail or certified mail, return receipt requested, postage prepaid, (3) User disputes shall be directed as provided in Section 16 below. 14.3 Notices to User shall be addressed to the electronic address specified when User opens an account with J.A.D.E., or such other address as J.A.D.E. expressly agrees to utilize. User notice must identify User contact information, including but not limited to: User Company name, address, telephone number, fax number, web site address and e-mail address. 14.4 User is responsible for notifying J.A.D.E. of any changes in street address, e-mail address or telephone number by electronic mail to webcenterplaza@aol.com. 15.0 ENTIRE AGREEMENT: The AGREEMENT constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, writings and all other communications between parties. 16.0 DISPUTE RESOLUTION AND ARBITRATION All disputes concerning the AGREEMENT, Service provided or the relationship between User and J.A.D.E., including but not limited to disputes relating to any service, rating of service, transfer of service, performance of service, payments on account, credit, promotions, special offers, performance, interruption of service or any other terms under or related to AGREEMENT shall be resolved through the following procedures: User must first present any claim or dispute to J.A.D.E. by contacting . User must request arbitration as provided below, if User's claim or dispute cannot be resolved within 60 days and User chooses to continue dispute. Except as expressly provided below, any controversy or claim arising out of or relating to this Agreement or the breach thereof, shall be settled by final and binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Judgement on the award rendered by the arbitrator may be entered in a court of competent jurisdiction. Arbitration will be conducted in Lynn, MA by a single arbitrator. User understands and acknowledges that it is giving up the right to have any dispute User has regarding this Agreement heard by a jury and determined in a court of law. The parties agree that this AGREEMENT evidences a transaction in interstate commerce and this arbitration provision will be interpreted and enforced in accord with the Federal Arbitration Act and federal arbitration law. The parties agree that they will not seek and an arbitrator may not award relief in excess of or contrary to what this Agreement expressly provides, and an arbitrator may not award punitive damages. The parties further agree that an arbitrator may not order consolidation or class arbitration. Each party will bear the costs of arbitration equally but each is responsible for its own attorney fees in arbitration and legal proceedings. Any Arbitration shall be confidential and neither User nor J.A.D.E. may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction. If any portion of this arbitration clause is determined by a court to be inapplicable or invalid, the remainder shall still be given full force and effect. WAIVER OF PUNITIVE DAMAGE CLAIMS AND CLASS ACTIONS: By this AGREEMENT, both USER and J.A.D.E. are waiving certain rights to litigate a dispute in court. If for any reason, this arbitration clause is deemed inapplicable or invalid, USER and J.A.D.E. both waive, to the fullest extent allowed by law, any claims to recover punitive or exemplary damages and any right to pursue any claims on a class or consolidated basis or in a representative capacity. For any matter not subject to arbitration, User and J.A.D.E. agree to submit to the personal and exclusive jurisdiction of U.S. District Court, Lynn, MA. MA law shall govern this Agreement, without regard to its conflict of law provisions. J.A.D.E.'s failure to exercise or enforce any right or provision of the AGREEMENT shall not constitute a waiver of such right or provision. If any provision of AGREEMENT is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or the court should endeavor to give effect to the parties intentions as reflected in the provision, and agree that the other provisions of the AGREEMENT remain in full force and effect. User agrees that regardless of any statute or law to the contrary, and any claim or cause of action arising out of or related to the use of the Service or the AGREEMENT must be filed within one (1) year after such claim or cause of action arose, or be forever barred. The section titles in the AGREEMENT are for convenience only and have no legal or contractual effect. 17.0 DISCLAIMER TO CUSTOMERS OF J.A.D.E. CUSTOMERS AND THIRD PARTIES User agrees that its Site will contain the following disclosure: "Every Web Site hosted by IVENUE.COM, Inc. OR MAWEBCENTERS.COM and every third party web site linked to Web Sites hosted by IVENUE.COM, Inc. OR MAWEBCENTERS.COM is the sole responsibility of the Web Site owner, AND NOT THAT OF IVENUE.COM, INC. OR MAWEBCENTERS.COM." "IVENUE.COM, Inc. and MAWEBCENTERS.COM expressly disclaim any responsibility or liability for any damage, loss or injury arising out of: The activities of any Webcenter or Web Site; the goods or services offered or the content displayed by or on any Webcenter or Web Site; for any loss or injury resulting from access or inability to access any Webcenter or Web Site; or arising out of your purchase or use of goods or services offered on any Webcenter or Web Site. If you have any questions or complaints regarding the goods or services of any Webcenter or Web Site, please contact the Webcenter or Web Site merchant directly and not IVENUE.COM, Inc. or MAWEBCENTERS.COM. Most Web Sites will have a link to their contact information on their home page." 18.0 MARKETING OF SERVICES J.A.D.E. may use telemarketing, direct mail campaigns, independent agents, or any combination thereof, in the marketing of its services. Each agent, telemarketer and all marketing personnel are instructed as to its services and the exclusive application of the Agreement. J.A.D.E. expressly disclaims and User acknowledges this disclaimer for any J.A.D.E. liability for any such agent's, telemarketer's or marketing personnel's actions, inactions, representations, promises and/or statements which in any material way conflict with, modify, or are in contravention of the provisions of Agreement. Each User accepts the notice provided by the terms of Agreement. No agent, telemarketer or marketing personnel may change, alter, revise, move or terminate the terms of any User's service without the express written and authorized consent of J.A.D.E.. 19.0 ELECTRONIC FORM OF AGREEMENT User acknowledges and consents to the electronic form of this Agreement and of any notice given in electronic form, all of which shall be admissible in judicial and administrative hearings based upon or relating to the terms and conditions of this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. User's consent to electronic form extends to all written notices from J.A.D.E. or its service providers, as provided for elsewhere in the terms of Agreement. User acknowledges that it has the necessary hardware and software to access to the terms and conditions posted at the web sites provided by J.A.D.E. or its service providers. User understands that it may remove its consent to the electronic form of contracting with J.A.D.E. as provided through notice in Section 14 above; however, in this event, J.A.D.E. may terminate this Agreement pursuant to Section 6 above. 20.0 SEVERABILITY In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect. 21.0 WAIVER The waiver of any breach or default of this Agreement by J.A.D.E. will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of J.A.D.E.. 22.0 ACCEPTABLE USE POLICY J.A.D.E. or its service providers require compliance with Acceptable Use Policies as posted and revised from time to time. J.A.D.E. and its service providers may, without any liability to User, immediately terminate or suspend Services to User, if J.A.D.E. or its service providers determine in their sole, individual and absolute discretion that User is violating the then current Acceptable Use Policy. At all times during the term of this Agreement, User shall comply and shall require all its customers to comply with the then applicable Acceptable Use Policy, as may be amended from time to time. 23.0 RELATIONSHIP WITH J.A.D.E. SERVICE PROVIDERS User acknowledges that J.A.D.E.'s service providers are solely third party beneficiaries to J.A.D.E.'s entitlements under this Agreement and are not parties to this Agreement or to J.A.D.E.'s obligations to User. User further acknowledges that there are no other third party beneficiaries to this Agreement and that J.A.D.E. is an independent contractor from its service providers, IVENUE.COM and MAWEBCENTERS.COM. Should any claims be made by User, J.A.D.E.'s service providers shall have no liability or obligations to User and all limitations and disclaimers of liability imposed on User's claims and all indemnification rights provided by this Agreement to J.A.D.E. are likewise applicable to J.A.D.E.'s service providers. WEBCENTER OWNER Agreement LA01/OLIVM/199108.1 LA01/OLIVM/199108.1