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  Hosting Terms and Conditions

This Hosting Service Agreement (the "Agreement") governs your purchase and use, in any manner, of all web site hosting services, including Dedicated Server Hosting, Virtual Private Server Hosting and Custom Hosting Services, (collectively, the "Services") as described in the Schedule, ordered by you (the "Customer") and accepted by Everycontractor.com, Inc. (the "Provider"), and describes the terms and conditions that apply to such purchase and use of the Services. You must accept the terms of this Agreement in order to use the Services.

By using our services, you acknowledge that you have read this agreement and agree to be bound by the terms and conditions contained herein as well as all policies and guidelines incorporated by reference. Provider reserves the right to change or modify any policy or guideline incorporated by reference at any time and from time to time in its sole discretion, and to determine whether and when any such changes apply to both existing or future Customers. Any changes or modification will be effective thirty (30) days after notification to the Customer of the revisions. Provider will notify Customer of such changes or modifications to referenced policies and guidelines in writing delivered by fax or E-mail to Customer. Your continued use of the Services following the notice period will constitute your acceptance of such changes or modifications.

If you do not agree to the terms of this agreement (or the addendum if they apply to you), do not sign this agreement. If you do not agree to the terms of any modification, do not continue to use the Services and immediately notify Provider of your termination of this agreement in the manner described in section 1.2 below.

1. Term and Payment for Services

1.1 Commencement Date and Term:
This Agreement shall be for an "Initial Term" and Customer's obligations shall begin on the Commencement Date and continue for the number of periods specified in the Schedule and shall renew automatically thereafter until terminated by either party upon not less than sixty (60) days prior written notice. The Commencement Date with respect to each Service shall be the date of activation of the service by Provider.

You must provide Provider with your notice of termination by sending an email to support@everycontractor.com. Any notice of termination will be effective upon Provider's receipt thereof.

1.2 Termination Policy:
Customer may terminate this Agreement without cause upon written notice to Provider. If you terminate your receipt of the Services without cause prior to the end of the Initial Term or the Renewal Term, whichever is then applicable, (a) Provider shall not refund to you any fees paid in advance of such termination and (b) you shall be required to pay the lesser of three (3) times the standard monthly charge or 100% of Provider's standard monthly charge for each month remaining in the term, unless otherwise expressly provided herein. Notwithstanding the foregoing; if you terminate this Agreement for cause or due to a change or modification Provider made to the policies and guidelines incorporated herein, (i) if you have pre-paid for a one year period of Dedicated Hosting Services, you are entitled to pro-rata refund of the remaining months in the annual period; and (ii) you shall not incur any further obligation to pay fees and Provider shall refund to you the pro-rata portion of pre-paid fees attributable to Services not yet rendered as of the termination date. Your termination request must be submitted to Provider in the manner described in Section 1.1. Provider may terminate this Agreement at any time and for any reason by providing to you thirty (30) days prior written notice of termination. If Provider terminates this Agreement, Provider shall refund to you the pro-rata portion of pre-paid fees attributable to Services not yet rendered as of the termination date unless otherwise expressly provided herein.

1.3 Liability and Obligations on Termination:
Should the Agreement expire or be terminated for any reason, Provider will not be liable to you because of such expiration or termination for compensation, reimbursement or damages on account of the loss of prospective profits, anticipated sales, goodwill or on account of expenditures, investments, leases or commitments in connection with your business, or for any other reason whatsoever flowing from such termination or expiration. Any termination of this Agreement shall not relieve you of any obligations to pay fees and costs accrued prior to the termination date and any other amounts owed by you to Provider as provided in this Agreement.

1.4 Charges:
You agree to pay for all charges attributable to your use of the Services at the then current Provider prices, which shall be exclusive of any applicable taxes. You shall be responsible for the payment of all federal, state, and local sales, use, value added, excise, duty and any other taxes assessed with respect to the Services, other than taxes based on Provider's net income.

1.5 Payment:
All charges for Services must be paid in advance according to the then current price applicable to the Services.

If you choose to be invoiced upon registration for Dedicated or Shared Hosting Services, Provider will send an invoice to you for the Services applicable to the period for which you have registered for the Services. Provider may also send periodic invoices to you for any applicable Supplemental Charges associated with your use of the Services. You agree to pay to Provider the amount indicated in each invoice by the due date, net thirty (30) days as reflected on the invoice. If you fail to pay any fees and taxes within thirty (30) days from applicable due date for credit card or invoice payments, late charges of the lesser of one and one-half per cent (1.5%) per month or the maximum allowable under applicable law shall also become payable by you to Provider. In addition, your failure to fully pay any fees and taxes within thirty (30) days after the applicable due date will be deemed a material breach of this Agreement, justifying Provider's suspension of its performance of the Services and/or termination of this Agreement. You are responsible for any fees associated with reinstated of Services. Any such termination would not relieve you from paying past due fees plus interest. In the event of collection enforcement, you will be liable for any costs associated with such collection, including, without limitation, reasonable attorneys' fees, court costs and collection agency fees.

1.6 30 Day Guarantee:
Notwithstanding Sections 1.1 through 1.4, if you are not fully satisfied with the Shared Hosting Services, you may terminate this Agreement at any time during the first thirty (30) days from your initial order date and receive a full refund of all payments made by you to Provider for the Shared Hosting Services. To receive such refund, you must terminate this Agreement in the manner described in Section 1.1 and cease using the Services, and Provider must receive your termination notice, within the above described thirty (30) day period. You agree to provide Provider with a description of why you are not satisfied with the Services and are terminating this Agreement.

2. Use of Services

2.1 Applicable Policies and Guidelines:
The Provider Acceptable Use and Service Guidelines (the "Usage Guidelines") govern the general policies and procedures for use of the Services. Provider's On-line Privacy Practices governs how Provider collects, stores, processes and uses information associated with your use of the Services. The Usage Guidelines and the On-line Privacy Practices are posted on Provider's Web site (or such other location as Provider may specify) and may be updated from time-to-time. You should carefully read the usage guidelines. By using the Services, you agree to be bound by the terms of the usage guidelines and any modifications thereto. Provider reserves the right to terminate your account for any violation of the usage guidelines or this agreement.

2.2 Material and Product Requirements:
You must ensure that all material and data placed on Provider's equipment is in a condition that is "server-ready," which is in a form requiring no additional manipulation by Provider. Provider will make no effort to validate any of this information for content, correctness or usability. In the event that your material is not "server-ready", Provider has the option at any time to reject this material. Provider will notify you of its refusal of the material and afford you the opportunity to amend or modify the material to satisfy the needs and/or requirements of Provider. Use of the Services requires a certain level of knowledge in the use of Internet languages, protocols and software. This level of knowledge varies depending on the anticipated use and desired content of your Web site. You must have the necessary knowledge to create and maintain a Web site. It is not Provider's responsibility to provide this knowledge or Customer support outside of the Services agreed to by you and Provider.

2.3 Bandwidth, Storage, and E-Mail Usage:
You agree that use of the Services hereunder will not exceed the bandwidth, storage and E-mail usage limits set out in the Order Form. If you use any bandwidth or storage space in excess of the agreed upon number of megabytes per month, Provider may, in its sole discretion, assess you with additional charges as a result of this excess usage. . Provider will make a reasonable attempt to notify Customer within five (5) business days of excess usage in an attempt to assist the Customer in controlling costs. Failure to provide notice by Provider to Customer of excess usage shall not relieve the Customer of the responsibility of payment of additional charges incurred because of excess usage.

2.4 Domain Names:
As part of the Services, you will provide Provider with a registered domain name or names or Provider will register such domain name(s) selected by you, provided that such domain name is available for registration and does not violate any Network Solutions' or other registration Services' policies, or any law or regulation. You agree to promptly reimburse Provider for any fees paid by Provider to Network Solutions or other registration Services with respect to the registration and maintenance of such domain name(s). In the event of any dispute or cause of action arising out of or related to your domain name used in connection with the Services, upon your request Provider will attempt to register with Network Solutions or other registrar an alternative domain name chosen by you. You agree to be bound by the terms of Network Solutions' then current domain name policy and/or the policies of the national DNS registration authorities to which you become subject upon registration of your domain name. The inability to use a domain name shall not entitle you to a refund by Provider of any fees paid with respect to the registration of such unusable domain name.

3. Intellectual Property Rights

3.1 Your License Grant to Provider:
You hereby grant to Provider a non-exclusive, worldwide, and royalty-free license for the Initial Term and the Renewal Term, if applicable, to transmit and distribute over the Internet your content as necessary solely for the purposes of rendering and operating the Services to you under this Agreement. You expressly (a) grant to Provider a license to cache materials distributed or made available for distribution via the Services, including content supplied by third parties, and (b) agree that such caching is not an infringement of any of your intellectual property rights or any third party's intellectual property rights. Upon termination of this Agreement, Provider shall delete any and all cached materials.

3.2 Your Warranties and Representations to Provider:
You warrant, represent, and covenant to Provider that (a) you are at least eighteen (18) years of age; (b) you possess the legal right and ability to enter into this Agreement; (c) you will use the Services only for lawful purposes and in accordance with this Agreement and all applicable policies and guidelines; (d) you will be financially responsible for the use of your account; (e) you have acquired or will acquire all authorization(s) necessary for hypertext links to third-party Web sites or other content; (f) you have verified or will verify the accuracy of materials distributed or made available for distribution via the Services, including, without limitation, your content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted, and (g) your content does not and will not infringe or violate any right of any third party (including any intellectual property rights) or violate any applicable law, regulation or ordinance.

3.3 Provider Materials and Intellectual Property:
All materials, including but not limited to any computer software (in object code and source code form), data or information developed or provided by Provider or its suppliers or agents pursuant to this Agreement, and any know-how, methodologies, equipment, or processes used by Provider to provide the Services to you, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto shall remain the sole and exclusive property of Provider or its suppliers. Provider shall also maintain and control ownership of all Internet protocol ("IP") numbers and addresses that may be assigned to you by Provider. Provider reserves, in its sole discretion, the right to change or remove any and all such IP numbers and addresses.

4. Enforcement

4.1 Investigation of Violations:
Provider may investigate any reported violation of this Agreement, the Addendum its policies or any complaints and take any action that it deems appropriate and reasonable under the circumstance to protect its systems, facilities, Customers and/or third parties. Provider will not access or review the contents of any e-mail or similar stored electronic communications except as required or permitted by this Agreement, applicable law or legal process.

4.2 Actions:
Provider reserves the right and has absolute discretion to restrict or remove from its servers any content that violates this Agreement, the Addendum or related policies or guidelines, or is otherwise objectionable or potentially infringing on any third party's rights or in potentially violation of any laws. In the event of becoming aware of any possible violation by you of this Agreement, the Addendum, any related policies or guidelines, third party rights or laws, Provider may immediately take corrective action, including, but not limited to, (a) issuing warnings, (b) suspending or terminating the Service, (c) restricting or prohibiting any and all uses of content hosted on Provider's systems, and/or (d) disabling or removing any hypertext links to third-party Web sites, any of your content distributed or made available for distribution via the Services, or other content not supplied by Provider which, in Provider's sole discretion, may violate or infringe any law or third-party rights or which otherwise exposes or potentially exposes Provider to civil or criminal liability or public ridicule. It is Provider's policy to terminate repeat infringes. The above stated rights of action, however, do not obligate Provider to monitor or exert editorial control over the information made available for distribution via the Services. In the event Provider takes corrective action due to such possible violation, Provider shall not be obligated to refund to you any fees paid in advance of such corrective action unless Provider terminates the Agreement or continues to suspend the Services after the allegedly violating material or action is removed or disabled.

4.3 Disclosure Rights:
To comply with applicable laws and lawful governmental requests, to protect Provider's systems and Customers, or to ensure the integrity and operation of Provider's business and systems, Provider may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e., name, e-mail address, etc.), IP addressing and traffic information, usage history, and content residing on Provider's servers and systems. Provider also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. To the extent any inconsistency exists between any terms of Provider's On-line Privacy Practices and Provider's right disclose under this section, Provider's right to disclose under this section will control. Notwithstanding the foregoing, Provider acknowledges that Customer may be receiving and transmitting confidential information through its web site and E-mail systems and agrees that it shall take reasonable steps to protect the security of that information and exercise due care in accessing and disclosing that information. In the event Provider makes any disclosure under this section, Provider will promptly provide Customer with notice of the date of the disclosure, what information was disclosed and to whom it was disclosed. Whenever possible, Provider will provide Customer with notice in advance of any disclosure that such disclosure is being requested or demanded.

5. Disclaimed Warranties

You acknowledge and agree that Provider exercises no control over, and accepts no responsibility for, the content of the information passing through Provider's host computers, network hubs and points of presence, or the Internet. Except as expressly warranted in this agreement, all Services performed hereunder are performed "as is" and without warranty against failure of performance including, without limitation, any failure due to computer hardware or communication systems.


6. Limitation and Exclusion of Liability

6.1 Limitations:
In no event shall Provider or its suppliers have any liability for unauthorized access to, or alteration, theft or destruction of information distributed or made available for distribution via the Services through accident, fraudulent means or devices. Neither Provider nor its suppliers shall have liability with respect to Provider's obligations under this agreement, the addendum or otherwise for consequential, exemplary, special, incidental, or punitive damages even if Provider has been advised of the possibility of such damages. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages so the foregoing limitation or exclusions may not apply to you. In any event, the liability of Provider and its suppliers to you for any reason and upon any cause of action shall be limited to the amount actually paid to Provider by you under this agreement and the addendum during the three (3) months immediately preceding the date on which such claim accrued. This limitation applies to all causes of action in the aggregate, including, without limitation, to breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. The fees for the Services set by Provider hereunder have been and will continue to be based upon this allocation of risk. Accordingly, you hereby release Provider and its suppliers from any and all obligations, liabilities, and claim in excess of the limitation stated in this section 6.1.

6.2 Interruption of Service:
You hereby acknowledge and agree that Provider and its suppliers will not be liable for any temporary delay, outages or interruptions of the Services. Further, Provider shall not be liable for any delay or failure to perform its obligations under this Agreement, where such delay or failure results from any act of God or other cause beyond its reasonable control (including, without limitation, any mechanical, electronic, communications or third-party supplier failure). Notwithstanding the foregoing, Customer shall have the right to terminate this Agreement if the Services are not available at least 96% of the time during any 7 day period and 98% of the time during any 30 day period or if the Services are not available for three or more hours on more than one day during any 30 day period.

7. Indemnification

You hereby release and hold harmless, and agree to indemnify, Provider and its affiliates and suppliers (and their respective employees, directors and representatives) against any and all claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by Provider or its suppliers, arising out of or relating to (a) your violation or breach of any term, condition, representation or warranty of this Agreement, the Addendum or any applicable policy or guideline; (b) your improper or illegal use of the Services; or (c) your violation, alleged violation, or misappropriation of any intellectual property right (including, without limitation, trademark, copyright, patent, trade secrets) or non-proprietary right of a third party (including, without limitation, defamation, libel, violation of privacy or publicity).

8. Miscellaneous Provisions

8.1 Entire Agreement:
This Agreement, in conjunction with the Addendum and all policies and guidelines incorporated herein by reference, constitutes the entire agreement between you and Provider with respect to the subject matter hereof and there are no representations, understandings or agreements which are not fully expressed in this Agreement and the related policies and guidelines.

8.2 No Fiduciary Relationship; No Third-Party Beneficiaries:
Provider is not the agent, fiduciary, trustee or other representative of you. Except for the rights of Provider's suppliers under sections 6 and 7 hereof, nothing expressed or mentioned in or implied from this Agreement or the Addendum is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to this Agreement and the Addendum. This Agreement and the Addendum and all of the representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of the parties hereto.

8.3 Amendments:
Except as expressly provided in this Agreement, no amendment, change, waiver, or discharge hereof or to the Addendum shall be valid unless in writing and signed by the parties. Any purported oral modification or amendment of this Agreement in derogation of the foregoing shall be without any effect.

8.4 Choice of Law and Forum:
This agreement, including the addendum, will be governed by the laws of the United States and the state of Illinois, without reference to rules governing choice of laws. Any action relating to this agreement must be brought in the federal or state courts located in Chicago, Illinois, and you irrevocably consent to the jurisdiction of such courts.

8.5 Compliance With Laws:
You shall at all times comply with all applicable laws and regulations and shall indemnify and save Provider harmless from your failure to so comply. You agree that Provider shall not have to perform any obligations set forth in this Agreement if such performance would violate any present or future law, regulation or policy of any applicable government.

8.6 Non-Assignment:
You may not assign this Agreement or any right or obligation hereunder or under the Addendum, by operation of law or otherwise, without Provider's prior written consent. Provider may assign its rights and obligations under this Agreement or the Addendum, and may utilize affiliate and/or agents in performing its duties and exercising its rights hereunder, without your consent. Subject to that restriction, this Agreement and the Addendum will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.

8.7 No Waiver:
A party's failure to enforce the strict performance of any provision of this Agreement or the Addendum will not constitute a waiver of that party's right to subsequently enforce such provision or any other provisions hereunder or there under. Neither party may waive any right hereunder except expressly and in writing. Any other purported waiver of any such right shall be without any effect.

8.8 Severability:
Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement and the Addendum, if applicable, shall nonetheless remain in full force and effect and, if the subject term or provision is deemed to be invalid, void or unenforceable only with respect to a particular application, such term or provision shall remain in full force and effect with respect to all other applications.

8.9 Headings:
The section headings used herein are for reference and convenience only and shall not enter into the interpretation hereof.

8.10 Survival:
All provisions of this Agreement and the Addendum relating to your warranties, intellectual property rights, limitation and exclusion of liability, your indemnification obligations and payment obligations shall survive the termination or expiration hereof and thereof.

8.12 Provision of Services; License:
(a) Provided that Customer pays Provider the fees set forth in the Order Form, Provider will provide Customer with the Services ordered on the Order Form. Provider shall provide the Services in a manner consistent with commercially reasonable industry performance and practices, including without limitation commercially reasonable security architecture, systems and procedures with respect to its equipment, facilities and transmissions. Provider shall prevent unauthorized access to restricted areas of its servers and shall promptly notify Customer of any security breaches.

(b) Subject to the terms and conditions of this Agreement, Provider hereby grants to Customer a limited, personal, non-exclusive, non-transferable license to use the Services.

(c) Customer may not copy or transfer any third party products or licenses used in the fulfillment of Services by the Provider to the Customer. Such third party products and licenses may include, but are not limited to: Microsoft Windows 2000 Server, Microsoft SQL 2000 Server, Allaire JRun Enterprise Server, I-net Software SPRINTA 2000 JDBC Drivers, IMail Server, and Microsoft Exchange Server. Such products are protected by worldwide copyright laws and treaty provisions. Except as provided herein, these products and licenses may not be copied, reproduced, modified, published, uploaded, posted, transmitted or distributed in any way, without Provider's prior written permission.

(d) With respect to any Provider logos and/or hypertext link logos provided for use with the Services, Customer is granted a non-assignable, non-exclusive, royalty free license solely to use the logos and/or link logo as a hypertext link icon to allow users to link from Customer's web page to the Provider web pages, based on the following terms and conditions:

i. Customer acknowledges the validity and Provider's exclusive ownership of all right, title, and interest in and to the Provider logos and link logo marks (the "Marks") and, during or after the term of this Agreement, shall not, in any way, contest, or help others to contest, such ownership or the validity of any registrations or rights of Provider now owned or obtained relating to the Marks.

ii. Customer shall not use any names, marks, terms, graphics, or other materials on its Web page or site that are likely to cause confusion with or dilute the distinctiveness of either of the Marks or to damage the reputation or commercial image of Provider or any of its products.

iii. Provider, in its sole discretion, may terminate this license for the Marks immediately for any reason. Upon termination of this license, Customer shall immediately cease all further use of the Marks, or any other similar mark, name or logo, including, without limitation, any name or mark comprising the term "Provider."

8.13 Obligations of Provider:
Provider will have no obligation under this Agreement to correct any bugs, defects or errors in third party products and Services or Customer provided or Customer custom software. Provider agrees to provide reasonable technical support to Customer in the form of telephone consulting and "e-mail" to Customer during Provider's normal business hours and at Provider's standard pricing. Provider will have Service personnel available 24 hours per day, 7 days per week, 365 days per year to respond to and promptly remedy Service disruptions.

8.14 Miscellaneous:
Customer agrees to execute and deliver to Provider such further documents, including, but not limited to, financing statements, assignments, and financial reports and take such further action as Provider may reasonably request to protect Provider's interest in the Service.

The performance of any act or payment by Customer shall not be deemed a waiver of any obligation or default on the part of Provider. Provider's failure to require strict performance by Customer of any of the provisions of this agreement shall not be a waiver thereof.

This Service agreement together with any schedule constitutes the entire understanding between the parties and supersedes any previous representations or agreements whether verbal or written with respect to the use of the Services described in that schedule. In the event of a conflict, the terms of the schedule shall prevail over the Service agreement.

No amendment or change of any of the terms or conditions herein shall be binding upon either party unless they are made in writing and are signed by an authorized representative of each party. Each Schedule is non-cancelable for the full term specified and each Schedule shall be binding upon, and shall insure to the benefit of Provider, Customer and their respective successors, legal representatives and permitted assigns.

All agreements, representations and warranties contained herein shall be for the benefit of Provider and shall survive the execution, delivery and termination of this Service agreement, and any Schedule or related document.

Any provision of this Service Agreement and/or each Schedule which is unenforceable shall not cause any other remaining provision to be ineffective or invalid. The captions set forth herein are for convenience only and shall not define or limit any of the terms hereof. Any notices or demands in connection with any Schedule shall be give in writing by regular or certified mail at the address indicated in the Schedule, or to any address specified by Provider.

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