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Terms and Service Level Agreement

THE SERVICE CONTRACT, is hereby entered into between Oaks Data Systems, Inc., with offices at 860 Hampshire Road, Suite D, Westlake Village, California 91361 (the "Service Provider") and the business entity or person being served by Service Provider ("You") on the following terms and conditions (the "Terms and Conditions"):

1. Agreement.

(a) Generally. These Terms and Conditions govern Your relationship with the Service Provider and Your use of Oaks Data Systems, Inc. hosting services, as described more fully in Section 2 ("OnLine Services"). These Terms and Conditions are comprised of the provisions that follow and any additional or different terms that may from time to time be implemented under Subsection (b) ("Changes to Terms and Conditions") by the Service Provider.

(b) Changes to Terms and Conditions. The Service Provider may change or add provisions to these Terms and Conditions from time to time in its sole discretion by publishing a notice on its website, by sending you a notice of price change by electronic mail, or by sending you a notice by regular U.S. mail. Any change to prices will be implemented on at least thirty (30) days' notice. All other changes are effective upon publication. Your continued use of OnLine Services after the effective date of any amendment to these Terms and Conditions will constitute Your acceptance of the amendment. If You do not agree with a proposed change, You may exercise Your termination rights under Section 9 ("Term & Termination").

2. OnLine Services.

(a) Generally. The Service Provider may make available to You certain features, such as web site hosting, application hosting, file libraries, electronic mail, discussion forums and live chat areas (collectively, "OnLine Services"). The Service Provider may in its sole discretion change, add or discontinue features and access privileges available through the OnLine Services at any time.

(b) User Content. The OnLine Services may be comprised of both Public Areas and Private Mail. Public Areas are those features that are generally accessible to other users, such as file uploads, group electronic mail and contributions to discussion forums and live chat areas. The materials You upload or post to Public Areas are known as "Public Contributions." Private Mail is electronic correspondence sent by You to particular individuals You select.

(i) Regulation of OnLine Conduct. Service Provider is a mere distributor and has no practical ability or responsibility to prescreen or editorially control the content of Public Contributions. Service Provider reserves the right (but does not assume the responsibility) to remove from Public Areas any Public Contribution brought to its attention which it deems detrimental to the OnLine Services or any person. You agree not to make any Public Contribution which violates or infringes the rights of any other person or which a reasonable person would consider abusive, profane or offensive, which is defamatory or harassing, or which violates or encourages others to violate these Terms and Conditions or any applicable law. You will not send so-called "chain letters," pornographic or obscene content (e.g., GIF, JPEG, MPEG), and You will not impersonate Service Provider personnel or disrupt the orderly presentation of content. In order to protect itself, Service Provider may without liability actively cooperate with and furnish identifying and supporting information to any person likely to be harmed by Your violation of these provisions and to any law enforcement agency serving a warrant or subpoena on the Service Provider. You also agree not to make Public Contributions that encourage others to become members of competitive information services or advertise products or services other than through channels or areas of the OnLine Service approved by the Service Provider.

(ii) Private Mail. It is Service Provider's policy to respect the privacy of PrivateMail. The Service Provider will not intentionally disclose the content of PrivateMail to anyone other than the addressee, authorized recipients or to those who provide forwarding or delivery services, without the consent of the sender, the recipient or as required by law. The Service Provider reserves the right to examine Private Mail if it reasonably believes You or another User have violated these Terms and Conditions, any applicable law or if disclosure is required by court order or law enforcement authorities. Service Provider may periodically delete unread or archival copies of Private Mail at published intervals and upon termination of an Account. You should make and store offline backup copies of all Private Mail that You wish to preserve.

3. Access to OnLine Services.

(a) Remote Access Software. You may access OnLine Services through Remote Access Software supplied by You. You may also use third party software that meets the compatibility requirements from time to time published by Service Provider. You assume all risk for ensuring the ongoing compatibility of your software or third party software with the OnLine Services.

(b) Remote Access Equipment. You assume all risk for ensuring the ongoing compatibility of remote access equipment with the OnLine Services.

(c) Telecommunications. You may access the OnLine Service through the internet and by a local access network maintained by the service provider.

(d) Customer Support. You may obtain telephone and/or email hotline support on terms from time to time published. Service Provider is not expected to provide any user level training.

4. Use of OnLine Services.

(a) Authorized Users. You certify that You are not a minor and that, to the best of Your knowledge and belief, information provided by You during registration of an Account is truthful, accurate and complete. During registration, You will be assigned one unique Account Name. You may authorize users and assign their own User ID to them . Each User ID will be associated with a secret password assigned by You or chosen by the particular user. It is Your responsibility to safeguard and protect all User IDs and passwords from disclosure or use by others. You will promptly change Your password and notify the Service Provider if You have reason to believe Your account is being accessed or used by others. You will be charged for each additional user authorized to use your Account. YOU ARE STRICTLY LIABLE FOR CHARGES POSTED TO YOUR USER ID AND ACCOUNT.

(b) Permitted Uses. You may utilize remote compatible access software supplied by You or third parties if permitted in Section 3(a)("Remote Access Software")) strictly for the purpose of accessing and making "Permitted Use" of the OnLine Services. For these purposes, Permitted Use means to display information derived from the OnLine Service on the screen of your computers or terminals, and to download and store in nonvolatile memory such information in machine readable form. The information obtained from or distributed through the OnLine Service may be used for any legitimate purpose which does not threaten to usurp the market for this OnLine Service.

(c) Prohibited Uses. Except as authorized under Subsection (b) ("Permitted Uses"), You may not display, copy, download, store, reproduce, transmit, distribute, resell or otherwise commercially exploit any part of OnLine Services, including any data or information derived from the OnLine Services, in any format or through any technology or media now existing or hereafter developed. You are specifically prohibited from disseminating any part of the OnLine Services, data or information in a manner that potentially would usurp the market for the OnLine Services, including transmittal of copyrighted material through Private Mail or Public Areas of the OnLine Service without the owner's prior authorization. You are also prohibited from using OnLine Services for the purpose of (i) collecting consumer debts, or for determining a consumer's eligibility for (ii) credit; (iii) insurance for personal, family or household purposes, (iv) a government license or benefit, or, (v) employment. YOU MAY NOT SEND UNSOLICITED E-MAIL IN MASS QUANTITIES AS A MARKETING TECHNIQUE (SPAM).

(d) No Assignment. You may not assign, transfer, sublicense, rent, lease or loan any of Your rights, nor delegate any of Your obligations under these Terms and Conditions and any attempt to the contrary shall be void and a material breach of these Terms and Conditions.

5. Price & Payment.

(a) OnLine Services . All prices for OnLine Services are published and periodically updated directly online. Unless otherwise stated on-line, any charges will be billed to You each month ("Billing Period").

(b) Payment & Late Charges. Unless otherwise agreed in writing, all charges by Service Provider for OnLine Services (including any Third Party Supplier charges) shall be billed to Your credit card or invoiced for the Billing Period. You will pay all sales, use, value-added, personal property or other governmental tax or levy imposed on the goods or services provided to You (including interest and penalties imposed thereon) other than taxes based on the net income or profits of the Service Provider. If You fail to pay any amount when due, then these Terms and Conditions (including any license to software) may, at the Service Provider's option, be suspended or terminated. You agree to pay all costs of enforcement, including reasonable legal fees. If you pay by credit card and your credit provider does not authorize payment, or if you pay by check and your check is not honored, you agree to pay a $25.00 fee to Service Provider for each such credit card charge or check payment. You also agree to pay the $20 late fee for payments made 5 or more days after invoice due date.

6. Force Majeure . The Service Provider is excused from any failure or delay in performance of responsibilities otherwise imposed by these Terms and Conditions for any cause beyond its reasonable control. Such causes include, without limitation, fires, floods, storms, earthquakes, civil disturbances, disruption of telecommunications, transportation, utilities or necessary supplies, governmental action, computer viruses and incompatible or defective equipment, software or services not supplied by Service Provider. Nothing herein enlarges any warranty or diminishes any disclaimer provided in Section 7 ("Warranties").

7. Availability Guarantee. Oaks Data Systems's goal is to make our Network available to You free of Network Outages 100% of the time.  A “Network Outage” is an instance in which You are unable to transmit and receive IP packets due to a Oaks Data Systems Network (Oaks Data Systems data centers or facilities) outage for more than 15 consecutive minutes, excluding outages relating to Oaks Data Systems’s scheduled maintenance and upgrades or interruptions or degradations caused by access facilities, Telco lines or hardware not specifically provided or resold by Provider.  A “Local Loop” failure is not a Network Outage.

Upon Your request, Oaks Data Systems will issue a credit to You for Network Outages occurring during any calendar month that are reported by You to Oaks Data Systems and confirmed by Service Provider’s measurements of the Oaks Data Systems Network.  Such credit will be equal to one hour of the Online Services fee paid by You.  You will not be entitled to more than one days worth of credit for Network Outages in a given day.

(a) Exceptions.  You shall not receive any credits under this SLA in connection with any failure or deficiency of the Service Provider network caused by or associated with:  (i) circumstances beyond Service Provider’s 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 or interruption or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the Service Level Agreement; (ii) failure of access circuits to the Service Provider network, unless such failure is caused solely by Service Provider; (iii) general telco failure; (iv) scheduled maintenance; (v) DNS issues outside the direct control of Service Provider;  (vi) outage or error of any Service Provider measurement system; (vii) Your acts or omissions, including without limitation, any negligence, willful misconduct, or use of the Service Provider network or Service Provider services in breach of Service Provider’s Terms and Conditions and Acceptable Use Policy, by You or others authorized by You.

8. Warranties. The following provisions are subject to Section 8 ("Limitation of Remedies & Liabilities").

(a) Noninfringement Warranty.

(i) Third Party Content. The Service Provider is a distributor (and not a publisher) of any features, contributions or content supplied by third party vendors and users to the OnLine Service. It has no more editorial control over such content than does a public library, book store or newsstand. As such, Service Provider is not responsible for screening, policing, editing or monitoring such content. If notified of allegedly infringing, defamatory, damaging, illegal or offensive material, the Service Provider may investigate the allegation and determine in good faith and in its sole discretion whether to remove or request the removal of such material from the OnLine Services. If Service Provider elects to perform (or not to perform) any such activities, it shall be held harmless from all claims so long as it acts in good faith.

(ii) User Content. You warrant that any User Content uploaded by You to the OnLine Service will not infringe or misappropriate any copyright, trademark, patent, or the trade secrets of any third persons, or otherwise violate these Terms and Conditions or any applicable law. You will defend, indemnify and hold Service Provider harmless from all liability and expense (including attorney fees) arising from any claim to the contrary and from any breach by You of the provisions of these Terms and Conditions regulating User Content. You also agree to have all User Content contributed through Your account screened for software viruses and will use due diligence to remove any viruses capable of being detected with commercially available detection programs.

(b) Limited Warranty & Disclaimer.

(i) OnLine Services. Service Provider does not warrant that it will be able to correct all reported defects or that Your use of the OnLine Services will be uninterrupted or error free. Service Provider makes no warranty regarding     features provided by Third Party Suppliers, which are provided "as-is" and "as available."

(ii) Disclaimer. EXCEPT AS SET FORTH ABOVE, SERVICE PROVIDER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

9. Limitation of Remedies & Liabilities. The following provisions are a material condition of these Terms and Conditions and reflect a fair allocation of risk:

(a) Remedies. You agree that if the Service Provider violates any warranty or other provision of these Terms and Conditions, and Service Provider determines that repair or other corrective action is not economically or technically feasible, Your sole and exclusive remedy will be to obtain a refund of amounts paid for any equipment that may be the subject of the claim or, otherwise, the charges for OnLine Services paid by You during the previous twelve (12) months. You also agree that legal remedies alone provide inadequate protection of intellectual property rights and that, in addition to other relief, the Service Provider or other owner may go to court and without necessity of posting bond obtain temporary and permanent injunctions to enforce those rights. You will defend, indemnify and hold Service Provider harmless from all claims and expenses (including reasonable legal fees) arising from any violation by You of these Terms and Conditions or applicable law.

(b) Liabilities. SERVICE PROVIDER IS NOT LIABLE FOR ANY AMOUNT EXCEEDING THE PRICE PAID BY YOU FOR EQUIPMENT AND FOR ONLINE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO ANY CLAIM. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SAVINGS OR PROFIT, LOST DATA, BUSINESS INTERRUPTION OR ATTORNEYS FEES EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY) INCURRED BY YOU, YOUR CUSTOMERS OR ANY THIRD PARTY. FOR PURPOSES OF THIS SUBSECTION, "SERVICE PROVIDER" INCLUDES ALL THIRD PARTY SUPPLIERS AND ANY DISTRIBUTOR, PUBLISHER OR RESELLER FROM WHOM YOU OBTAINED THE ONLINE SERVICES OR OTHER COMPONENTS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.

10. Term & Termination.

(a) Generally. These Terms and Conditions shall continue in full force and effect until terminated by either party upon thirty (30) days' notice. Notwithstanding the foregoing, (i) Service Provider may suspend or terminate these Terms and Conditions at any time without notice if You breach any provision of it, and (ii) You may terminate these Terms and Conditions at any time if You do not agree to any amendment published under Section 1(b)("Changes to Agreement").

(b) Effect of Termination. Termination of these Terms and Conditions will terminate Your right to access or use the OnLine Services. Upon termination for any reason, You agree cease all further use of the OnLine Services. Termination will have no effect on payment of amounts due under Section 5 ("Price & Payment"), proprietary rights or obligations, indemnifications or disclaimers under Section 7 ("Warranties"), limitations under Section 8 ("Limitation of Remedies & Liabilities") or continuing assurances made under Section 11 ("Export Regulations").

Note: Oaks Data Systems, Inc. offers a 30 day money back guarantee on all accounts. If the customer decides within the first 30 days of service he/she would like to discontinue, the account will be terminated and the billed amounts will be refunded. Oaks Data Systems, Inc. offers a minimum of quarterly accounts. This means the term commitment is 3 months. All accounts can be cancelled at anytime. When a cancellation request is received, the account will be terminated upon the end of the month. Billing will cease then.

11. Disputes, Choice of Law. Except actions for certain injunctive relief authorized under Section 8 ("Limitation of Remedies & Liabilities") which may be brought in a court of competent jurisdiction at any time, the parties agree that all disputes shall be submitted to a single arbitrator under proceedings conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The award of the arbitrator shall be limited to remedies otherwise available in court, shall include a written explanation of the decision and shall be binding upon the parties and enforceable in any court of competent jurisdiction. THESE TERMS AND CONDITIONS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE UNITED STATES AND TEXAS, AND ANY ACTION SHALL BE INITIATED AND MAINTAINED IN A FORUM OF COMPETENT JURISDICTION IN TEXAS. ANY ACTION OR OTHER PROCEEDING BY YOU SHALL BE INITIATED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE, OR BE BARRED.

12. Export Regulations. The transfer of technology across national boundaries is regulated by the U.S. Government. You agree not to export or re-export (including by way of inbound or outbound electronic transmission) any data or technology derived from the OnLine Service without first obtaining any required export license or governmental approval. You will not directly or indirectly export or re-export such technology to Afghanistan, the People's Republic of China or any Group Q, S, W, Y or Z country specified in Supplement 1 to Part 770 of the U.S. Export Administration Regulations. This provision and the assurances made herein shall survive termination of these Terms and Conditions.

13. Pricing Information The Service Provider reserves the right to change, increase or implement additional fees or prices, as provided in Section 1(b)("Changes to Agreement").

14. Data Transfer Policy The Service Provider provides a connection for hosted web sites to the internet. This connection is subject to monthly usage levels. Additional usage beyond the maximum stated for your service level will be billed at $0.35 per megabyte for all accounts per month.

15. Miscellaneous. These Terms and Conditions constitute the entire and exclusive agreement between the parties with respect to this subject matter and supersedes all other communications, whether written or oral. These Terms and Conditions may be amended as provided in Section 1(b)("Changes to Agreement"). Any other amendment shall require a writing signed by the Service Provider, regardless of any course of conduct or trade practice between the parties. This document and Your signature in electronic form, or a hardcopy duplicate in good form, shall be considered an original document with authenticated signature admissible into evidence unless the document's authenticity is genuinely placed in question. You may issue a purchase order for administrative convenience, but it will have no substantive effect on the terms or conditions of these Terms and Conditions. Any provision hereof found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Waiver of any provision hereof in one instance shall not preclude enforcement of it on future occasions. Headings are for reference purposes only and have no substantive effect.

It is the content policy of Oaks Data Systems, Inc. to exclude our services to the following types of web sites:

§         Web sites that contain adults only content, whether it be soft or hardcore.

§         Web sites that contain pornography, either in written form or containing nude or partial nude pictures or drawings.

§         Web sites that contain offensive language.

§         Web sites that contain violent or racist content or content that is deemed detrimental to any particular race or society as a whole.

§         Web sites that have illegal intent or offerings or that would induce illegal or indecent or harmful actions.

Oaks Data Systems, Inc.
860 Hampshire Road, Suite D
Westlake Village, CA  91361
Phone: 805-777-8877

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