This Agreement covers the terms and conditions under which eAGENTserver.com provides web-hosting services for Registered Users. You ("the Client") agree to the following:

1. SERVICES: The "Service" contracted for in this agreement is online hosting of your software and data. "Online Hosting" is the provision of a location on the Internet where client data is stored for personal and password protected access.

2. FEES: As consideration for the Service, you agree to pay to us fees (including GST if resident in Canada) as specified for the Service. All fees payable hereunder are due on the 1st day of every month and are non-refundable. The most current schedule of fees is displayed on our web site (www.eagentserver.com)

3. ACCURACY OF INFORMATION: As further consideration for the Services, you agree to:

(i) provide current, accurate and complete information about you ("Account Information"), and

(ii) maintain and update this information as needed to keep it current, complete and accurate. You, by transacting for this Service represent that your Account Information is accurate and complete.

4. TERM OF AGREEMENT: You agree that this Agreement will remain in full force so long as your data files and software remain on eagentserver.com Either party may cancel the service with thirty (30) days notice - in writing to the other party, and eagentserver.com will facilitate the return of your data within that 30-day cancellation period.

5 ANNOUNCEMENTS: We reserve the right to distribute information to you that is pertinent to the quality or operation of our services. These announcements will be informative in nature and may include notices describing changes, upgrades, new products or other information to add security or to enhance your identity on eagentserver.com

6. LIMITATION OF LIABILITY: You agree that our entire liability, and your exclusive remedy, with respect to any Service(s) provided under this Agreement and any breach of this Agreement is solely limited to the amount you paid for such Service(s). We and/or our contractors shall not be liable for any direct, indirect, incidental, special or consequential damages resulting from the use or inability to use any of the Services or for the cost of procurement of substitute services. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, in such jurisdictions, our liability is limited to the extent permitted by law. We disclaim any and all loss or liability resulting from, but not limited to: (1) loss or liability resulting from access delays or access interruptions; (2) loss or liability resulting from data non-delivery or data mis-delivery; (3) loss or liability resulting from acts of God;

7. INDEMNITY: You agree to release, indemnify, and hold us, our contractors, agents, employees, officers, directors and affiliates harmless from all liabilities, claims and expenses, including attorney's fees, from claims by third parties, including but not limited to events relating to or arising under this Agreement, the Services provided hereunder or your use of the Services, including without limitation infringement by you, or someone else using the Service with your computer, of any intellectual property or other proprietary right of any person or entity, or from the violation of any of our operating rules or policy relating to the service(s) provided. When we are threatened with suit by a third party, we may seek written assurances from you concerning your promise to indemnify us; your failure to provide those assurances may be considered by us to be a breach of your Agreement and may result in cancellation of your Service.

8. TRANSFER OF SERVICE: There is no provision to transfer the service to another party under this Agreement. Where a transfer of Service to another party occurs, it is deemed to have occurred by the original parties to this Agreement canceling the Agreement, and the new parties entering into a new Agreement.

9. DISCLAIMER OF WARRANTIES: You agree that your use of our Services is solely at your own risk. You agree that such Service(s) is provided on an "as is," "as available" basis. We expressly disclaim all warranties of any kind, whether expressed or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the Services will meet your requirements, or that the Service(s) will be uninterrupted, timely, secure, or error free; nor do we make any warranty as to the results that may be obtained from the use of the Service(s) or as to the accuracy or reliability of any information obtained through the Service or that defects in the Service will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data. We make no warranty regarding any goods or services purchased or obtained through the Service or any transactions entered into through the Service. No advice or information, whether oral or written, obtained by you from us or through the Service shall create any warranty not expressly made herein.

10. REGISTRATION: As part of the registration process, you will be required to provide us with your registered product serial number. Software must be kept to current version status and be upgraded within 60 days of release of a new version. eAgentServer will not continue to host previous versions beyond this term unless specifically agreed to.

11. SEVERABILITY: You agree that the terms of this Agreement are severable. If payment is not received, eagentserver.com will disable your access to your data until payment has been made.

12. ACCEPTANCE OF AGREEMENT YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF THE SERVICE AND ARE NOT RELYING ON ANY REPRESENTATION AGREEMENT, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.