Hosting Agreement

WHEREAS, VBC desires to license to Customer, and Customer desires to license from VBC, the right to use and occupy space on the Dell Power Edge Server. ID #3600

NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and in consideration of the foregoing recitals.

PART II TERMS AND CONDITIONS
A. Law. This Agreement and any service provided hereunder shall be governed by the laws of the State of Florida, without regard to its conflict of law rules. This Agreement shall be subject to and Customer agrees to comply with, all applicable federal, state and local laws and regulations, rulings and administrative orders.
B Payment Terms. I) The First Payment amount, including any deposit or installation fees, is set forth in the Services Summary Section of this Agreement. The Services Summary includes the services ("Services") to be provided by VBC. Provision of these Services is conditional upon VBC's receipt of the Total First Payment. Total First Payment shall be made upon execution of this Agreement or at such other time as agreed upon in writing. II) Customer's periodic payment plan is set forth in the Services Summary. For Customers paying Fixed Monthly Services Charge, VBC shall invoice Customer for Services on a monthly basis for Services to be provided the subsequent month. For Customers paying a usage-based Variable Monthly Charge, VBC shall invoice the Customer for Services on a monthly basis for Services rendered during the previous month. Payments not received thirty (30) days after the date of the invoice shall be deemed delinquent. In the event that Services are set to begin after the first of any month, VBC shall prorate that Customer's monthly payment for the initial month of Services accordingly. All payments made hereunder shall be made in U.S. Dollars. III) In addition to VBC undertaking any other actions under this Agreement, if any payment id deemed delinquent, (a) a late charge shall accrue equal to 1-1/2% (or the maximum legal rate) of the unpaid balance per month; and (b) VBC may undertake any other action in connection with any other right or remedy of the VBC may have under this Agreement in law or equity. In the event that a Customer's account becomes delinquent, VBC reserves the right, without prior notice to Customer, to unilaterally terminate this Agreement and /or discontinue all services until payment is made. Nothing in this Agreement shall be construed to limit VBC's remedies for a breach of financial obligations to termination of Agreement and/or discontinuance of Services. IV) If Customer in good faith disputes all or part of a VBC invoice, Customer must submit to VBC within thirty (30) days from the date of the disputed invoice, the following: (a) payment of the entire undisputed portion of the invoice.
C. Indemnification. Customer shall defend, indemnify and hold harmless VBC and its employees, contractors, officers, directors, telecommunications providers, content provides, or successors in interest ( collectively the "Indemnities") from any and all loss, cost, expense, and damages on account of any and all manner of claims demands, actions, and proceedings that may be initiated against Marlin arising from or related to claims in anyway arising from or related to (i) the alleged infringement of patent, trademark, design, copyright or any other intellectual property rights in relation to the Customer's use of services and (ii) Customer use or inclusion of any information of any information, photographs, art work or other content (including without limitation claims based on invasion of privacy, right of publicity, obscenity or pornography, and the violation of ant States or ordinances or other laws). Customer's obligation to indemnify VBC also includes, but not limited to all manner of claims and expenses, including attorneys fees, that arise from breach of this Agreement, including but not limited to any other obligation s arising out of or as a result of or relating to: (i) the Agreement; (ii) the performance of the Agreement (iii) the services provided now or resulting from the Agreement; or (iv) concerning prospective liability or alleging breach of the warranties of merchantability and/or fitness for a particular purpose, and related an any way to any product sold or offered by Customer on any website hosted By VBC . To the fullest extent permitted by law, the foregoing indemnity shall apply regardless of the fault, active or passive negligence, or breach or warranty or contract by any of the indemnities. VBC reserves the right, in its sole discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by a customer and Customers shall remain liable and solely responsible for all costs associated with indemnification of VBC.
D. Authorized Use of Name. Without the other Party's prior written consent, neither Party shall (i) refer to its self as a representative of the other Party; (ii) use the other Party's name, services marks, trademarks, or logos, carrier, identification codes (CIC's), or variations thereof, for any reason. Customer agrees to correct at its own expense, any activities or material which or material which VBC reasonably determines to be false, misleading, or otherwise objectionable under this section.
E. Assignment. Except as otherwise provided in the section, no Party may transfer or assign this Agreement to any rights hereunder without the prior written consent of the other Party, which consent shall not be unreasonable withheld. VBC reserves to right to assign any or all parts of its obligations and rights, and to subcontract any or all of its obligations under this Agreement upon (15) days written notice to Customer and at VBC's sole discretion.
F. Binding arbitration. Any claim, dispute or controversy ( whether in contract, tort, or otherwise, whether pre-existing, present or future, and including statutory, common law, intentional, tort and equitable claims) against VBC, its agents, employees, successors, assigns or affiliates (collectively for the paragraph "VBC") arising from or related to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Agreement( including , to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement). VBC's advertising, or any related Service shall be resolved exclusively and finally by binding arbitration administered by the National arbitration forum (NAF) under its code of procedure then in effect (available through the web at http://www.arb-forum.com, or via telephone at 1-800-474-2371).The arbitration will be conducted before a single arbitrator, and will be limited solely to the dispute or controversy between VBC and Customer. The arbitration shall be held in a mutually agreed upon location in person, by telephone, or online. Any award of the arbitrator (s) shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. Information may be obtained and claims may be filed at any office of the NAF or at P.O. Box 50191, Minneapolis, MN 55405.
G. Limitation of Liability and Disclaimer of Warranties. VBC's liability arising out of VBC's provision of s Services under this Agreement, delays in restoration of Services under this Agreement or any other telecommunications services, arising out of accidents, mistakes, omissions, interruptions, errors, or defects in transmission, or delays caused by regulatory or judicial authorities shall be subject to the limitations set forth below. IN NO EVENT SHALL VBC BE LIABLE TO CUSTOMER OR ANY OTHER THIRD PERSON OR ENTITY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGEEMENT, OR SERVICES PROVIDED UNDER THIS AGREEMENT UNDER ANY CONTRCT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, OR OTHER THEORY FOR ANY LOST PROFITS, LOSS OF BUSINESS, LOST REVENUES, OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, ACTUAL OR PUNITIVE DAMAGE OR ANY KIND, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER OR NOT VBC OR CUSTOMER WAS ADVISED OF THE POSSIBILTY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES WERE FORSEEABLE, AXCEPT AS EXPRESSLY PROVIDED HEREIN. THIS LIMITATION OF LIABILITY APPLIES TO ALL SERVICES PROVIDED BY VBC UNDER THIS AGREEMENT. FURTHER, FOR ANY LIABLILITY RELATED TO THE PURCHASE OF SERVICES, VBC IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATED DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PURCHASE OF SERVICES UNDER THIS AGREEMENT.
Unless otherwise provided, VBC MAKES NO WARRANTY TO THE CUSTOMER OR ANY OTHER PERSON OR ENTITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO THE DESCIPTION, QUALITY, MAERCHANTABLILITY, COMPLETENESS, OR FITNESS FOR ANY PURPOSE OR ANY SERVISE PROVIDED UNDER THIS AGREEMENT OR DISCRIBED HEREIN, OR AS TO ANY OTHER MATTER, ALL OF WHICH WARRANTIES BY VBC ARE HEREBY EXCUDED AND DISCLAIMED. FURTHER, VBC DOES NOT WARRANTY OR MAKE REPRESENTATIONS ABOUT REGARDING THE USE OF BANDWIDTH IN TERMS OF ACCURACY, RELIABLILTY OR OTHERWISE. For the purpose of this section, the term "VBC" shall be deemed to include VBC's affiliates, shareholders, directors, officers, employees, and any other person or entity assisting VBC in its performance pursuant to this agreement.

H. Survival. Not withstanding any other provision in this agreement to the contrary, all provisions of this Agreement, which by their nature must survive termination in order to achieve the fundamental purpose of this Agreement, particularly those with provisions with respect to amounts due, confidentiality, indemnification, warranties, and limitations of liability shall survive any termination of this agreement.
I. Federal Communications Commission ("FCC") Permits Authorization and Filings. VBC shall take all appropriate steps to obtain necessary authorizations and approvals, if any from the "FCC" or any other Federal or State agency required to deliver the Services to Customer under this agreement. If VBC Cannot procure all necessary federal, state, or local permits to provide services hereunder, VBC shall give written notice to Customer and such notice shall be deemed a termination of this agreement without further liability or obligation to either party.
J. Force Majuere. VBC shall not be liable hereunder for any failure of it's performance due to causes beyond its reasonable control, including without limitation, acts of god; fire, explosion; cable cut; vandalism; flood; storm or any other similar catastrophe: any law, order or regulation or the United States government or of any governmental, judiciary, regulatory, or civil or military Authority having jurisdiction over the parties; national emergencies; insurrections; riots; wars; strikes, lockouts, or work stoppages.
K. Term. In addition to the term of this agreement defined herein, service Term is set forth in the services Summary. The Initial Term of this Agreement shall be a period commencing on the Effective Date and continuing through end of the Service Term. This Agreement and the Services provided hereunder shall be automatically renewed for a successive twelve months period following the expiration of the initial Term upon the expiration of any subsequent twelve month term. Unless the Customer shall notify VBC in writing of its desire not to automatically renew no more than ninety (90) days and no less then thirty (30) days prior to the expiration of the current term. If the Services continue after expiration of the initial Term VBC may adjust fees and/or rates under this agreement for Services, upon thirty (30) days written notice to Customer. If Customer does not consent to such a fee and/or rate adjustment, Customer may terminate the Services without penalty provided that Customer first gives VBC thirty (30) days notice of such termination.
L. Confidential Information. The term "confidential Information" shall mean all information disclosed in writing by one Party to the other Party which is clearly marked "PROPRIETARY" or CONFIDENTIAL" by the disclosing Party at the time of disclosure. "Confidential Information" shall also include certain oral information disclosed by one Party to the other Party or in writing not containing a proprietary legend, but which is described as confidential and which may or may not constitute a trade secret pursuant to the applicable law. Notwithstanding the foregoing, information disclosed by VBC concerning product and marketing plans or information, financial information, pricing, and customer lists is hereby deemed Confidential Information regardless of whether it is so identified... The term "Confidential Information" does not include any information which: (i) was already known by the receiving Party of any obligation to keep it confidential at the time of its disclosure by the disclosing Party, (ii) becomes publicly known through no wrongful act or breach of the receiving Party, (iii) is rightfully received from a third party who has the legal right to transmit the same, (iv) is independently acquired or developed without violating any of our obligations under this agreement, (v) is approved for release by written authorization of the disclosing Party. The Party receiving such Confidential Information shall not disclose the Confidential Information to any person or entity except for the recipient's employees or contractors, and consultants and/or the recipients affiliates and the Affiliates employees, contractors, or consultants and only to those parties who shall have a need to know such Confidential Information and who are bound in writing to protect the Confidential Information from unauthorized disclosure. Confidential Information shall not be disclosed to any third party without the written consent of the owner of the Confidential Information. Any Confidential Information disclosed consistent with the terms with the terms of the Agreement shall be used only by the recipient for the purpose of this agreement and recipient shall protect the Confidential Information from disclosure to others using the same degree of care used to protect its own Confidential Information, but in no event less then a reasonable degree of care. In the event that a recipient of Confidential Information is requested pursuant to, or required by, applicable law, regulation, or legal or administrative process to disclose any of the Confidential Information, recipient shall notify the disclosing party in writing so that such Party may seek a protective order or other appropriate remedy or, in its discretion, to waive compliance with the terms of this Agreement. In the event no such protective order or other remedy is obtained, or if such disclosing Party does not waive compliance with the terms of this agreement, recipient of Confidential Information agrees to furnish only that portion of the Confidential Information which recipient I advised by counsel is legally required and recipient shall use reasonable efforts to obtain reliable assurances that disclosure or misappropriation of Confidential Information could cause irreparable harm to the non-breaching Party, the amount of which would be extremely difficult to estimate. Accordingly, it is understood and agreed that the monetary damages would not be a sufficient remedy for such breach. Such remedies shall not be deemed to be the exclusive remedies for any such breach but shall be in addition to all other remedies available at law or in equity.
M. Events of Default and Termination. A "Default" shall occur if Customer fails to make a payment as required under this Agreement and such failure remains uncorrected for seven (7) days after written notice from VBC, or if either Party fails to perform or observe any material term or obligation (other than making payment) of this Agreement, and any such failure continues uncorrected for thirty (30) days after written notice from the nondefaulting Party. If VBC at any time believes that VBC Services are being utilized for unlawful purposes by or at the direction of the Customer or in contravention with the terms and provisions herewith, VBC may immediately discontinue and/or suspend such service to the Customer without liability and without notice to Customer. In the event of a VBC default, Customer may terminate this Agreement without penalty. However, Customer shall remain liable for all charges incurred for Services provided before Customers termination of this Agreement. In the event of a Customer default for any reason, VBC may (i) suspend or discontinue Services to Customer; (ii) discontinue accepting or processing orders for Services; or (iii) terminate this Agreement. If this Agreement is terminated by VBC due to Customers default, VBC, such termination shall not effect or lower Customer's minimum monthly commitments required under this agreement, if applicable, and all early termination penalties shall apply. Customer agrees to pay VBC's reasonable expenses, including attorney's fees and collection agency costs, incurred in the enforcement of VBC's rights in the case of a Customer Default. (iv) reason upon (30) days written notice to Customer =. Terminations for any reason whatsoever, by Customer after this Agreement is executed does not relieve customer of liability for costs incurred by VBC once Services have commenced. If the event of bankruptcy of either Party, or if either Party makes an assignment for the benefit of creditors, or takes advantage of any act or law for relief of debtors, the other Party shall have right to terminate the Agreement without further obligation or liability.\
N. Amendments. Except as otherwise provided in this section, only a written instrument executed by both parties may amend this Agreement. Customer agrees that VBC may: (a) revise the any or all of the terms and conditions of this agreement: (b) revise its billing rates and account surcharges: and (c) modify the Services provided under this Agreement at any time. Any such revisions and modifications shall be binding and effective immediately upon VBC's written notification to Customer to Customer's VBC email address or United States mail. By continuing to use VBC's Services following notification of any revision pursuant to this section, Customer agrees to be bound to such revision. If any revision to this Agreement is unacceptable to Customer, Customer may terminate this Agreement ay any time by providing VBC with written notice by United states mail. Notice of Customers termination will be effective on receipt by VBC. Customer agrees to review and check its VBC assigned email address regularly to be aware of any revisions.
O. Attorney's fees. Should any Party hereto reasonably retain counsel for the purpose of preserving, determining, enforcing, or preventing the breach of any rights hereunder, including, but not limited to, instituting any action or proceeding to enforce any provision hereof, for a declaration of any alleged breach of any obligations hereunder or for any other judicial remedy; then if said matter is settled by judicial determination ( which term includes arbitration ) the prevailing Party whether at trial or on appeal) shall be entitled, in addition to such other relief as may be granted, to be reimbursed by the
Losing Party for all costs and expenses incurred thereby, including, but not limited to, all attorneys' fees and costs actually incurred for the services rendered to such prevailing Party. Further, the prevailing Party shall be entitled to additional awards of attorneys' fees for services reasonably rendered in aid of enforcing such judgment or award or in collecting any monies awarded therein.
P. Authority. Each of the Parties warrants to the other that the following are true as of the date of this Agreement: i) Each Party on behalf of itself has the full right, power and authority to enter into this Agreement and to perform all of its obligations in accordance with the provisions of this Agreement. Customer warrants that Customer is over eighteen (18) years of age and Customer shall assume full responsibility for the use of services by any minors and hereby consents to such minor's use of the Service. The services provided by VBC are not for resale without the prior written agreement of VBC. No provision in this Agreement shall be interpreted for or against either Party because that Party or his legal representative drafted such provision.
Q. Notices. All notices and communications require hereunder (collectively, for this section, "Notices") shall be in writing and must conform to the requirements of this section to be effective. All Notices notice shall be deemed duly given as of the date confirmed facsimile transmission or confirmed delivery by the United States Postal Service, UPS or Federal Express. Unless otherwise specified in this Agreement, all Notices required to be delivered to Customer must be addressed and delivered to customer Contact as specified in services summary, with Copy to Peter Higney, VBC 3042 North Federal Highway, third floor, Fort Lauderdale, Florida 33306.
R. Contract. Customer and VBC shall each select one staff member to devote a portion of his/her job to serving as the primary contact with the other party to facilitate delivery of VBC Services.
S. Internet Content. Customer understands that information available through VBC Services or interconnecting networks may not be accurate and that the some of the information available through VBC services or interconnecting networks may be intended for adult audiences.
T. Entire Agreement And Understanding. This instrument, the attached Services Description, Services, Services Summary, and Exhibits, constitute a binding contract and the entire Agreement between the parties with respect to the subject matter of this Agreement. This Agreement supersedes all prior or written agreements, understandings and representations and may only be modified as permitted in this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties with their respective heirs, representatives, successors, and permissible assigns. This Agreement shall not create any employment, agency, joint venture, partnership, or fiduciary relationship between VBC and Customer. Neither party shall have authority to, nor shall either Party attempt to create, any obligation on behalf of the other Party.
U. Miscellaneous. If any term or provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. Headings used herein are for the convenience only and shall in not affect the interpretation of this Agreement. All references in this Agreement to "days" shall mean calendar days. No failure to exercise and no delay in exercising on the party of either Party, any right, power or privilege hereunder shall operate as a waiver hereof, except as expressly provided herein. Each Party to this Agreement shall be responsible for its own performance under this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be an original, and all of which, taken together, shall constitute one and the same Agreement.
V. Conflict. In case of conflict, discrepancy, or difference, between Terms and Conditions, the Service Description and the Services Summary, the following shall apply: i) Terms and Conditions shall control first, ii)the Services Description shall control second, and iii) the Services Summary shall control third. Any such discrepancy, conflict, or difference discovered by one party to this Agreement shall be promptly brought to the attention of the other party in writing.

PART III- SHARED HOSTING SERVICES DESCRIPTION
A. Permissible Use. VBC hereby licenses the Shared Hosting Space to Customer, and Customer hereby licenses Shared Hosting Space from VBC upon and subject to the terms, covenants, rentals and conditions herein set forth for the purpose of locating data on Shared Hosting Space.
B. Utilities and Technical Undertaking. i) VBC shall, during the term of the agreement, maintain or cause the maintenance of the back-up generator, electrical system, power supply, dry fire suppression system, heating, ventilation, and air conditioning system (collectively, Utility Systems" ) without interruption 99.99% of the time, all of the services described in this agreement.
C. Internet Services. VBC shall provide internet access services to Customer as described in the Services Summary. If the Services to be provided under this Agreement include internet access service. Customer agrees to be bound by the Shared Hosting Access Description and Acceptable use policy, which shall be attached hereto and incorporated by reference.
D. Payment Generally: Customer shall pay VBC a fee for service, including use and occupancy of the equipment space as set forth in the services summary and the terms and conditions of this agreement.
E. Hourly Rates for Additional Services: If customer requests that VBC provide services not delineated herein, customer agrees to pay VBC's per hour labor charge as set forth in exhibit A. When VBC technical support is requested by customer for resolution or coordination of problems, customer agrees to pay VBC a per hour technical support charge as set forth in exhibit A. VBC will inform customer in advance, if any services to be performed by VBC for customer are billable and VBC will provide customer with a reasonable estimate prior to performance of the services. For any services that it may require, customer shall provide a written request for services to the VBC Network Operations Center. Labor charges applies only if customer requests and authorizes (both the request and authorization must be in writing) VBC personnel to perform work on customer's behalf. VBC reserves the right to accept or reject any such requests. Commencement of work by VBC personnel on customers equipment shall not begin unless with customer has furnished detailed instructions regarding such work.
F. Interconnect Services: i.) VBC shall provide interconnect services to customer as provided in the Service Summary. All costs and arrangements for local interconnections will be customer's responsibility unless otherwise agreed to by the parties in writing. In addition, for all interconnect services to be provided by VBC under this agreement, customer shall provide VBC written notice at least ten (10) days prior to the commencement date of the interconnect services. ii.) Upon customers written request, VBC shall on an as required basis, provide cross connect services to customer to allow customer to interconnect with the various local exchange and competitive access providers that are located within VBC's designated interconnect area of the premises. In such event, VBC shall invoice and customer shall pay to VBC any applicable labor charges as specified in exhibit A. iii.) Upon customers written request, VBC shall on a as required basis, act as customers agent in the turning- up of local interconnections and to provide on going loop maintenance between the premises and any third party facilities of customer's customers. In such event, VBC shall invoice and customer shall pay to VBC the labor charge as specified in exhibit A. iv.) All interconnections must be OC3, DS3, or DS1 level. The interface point for VBC's service will be VBC's designated cross connect panel.
Interruptions: In case of interruption of the services due to failure in the utility systems under this part III, VBC shall use commercially reasonable efforts to restore service as soon as possible. To report an interruption, customer must contact the VBC Network Operations Center to open a trouble ticket. A VBC representative will contact customer within thirty (30) minutes after the problem is first reported. Unless otherwise provided for in this agreement, a trouble ticket shall be deemed open, and the outage reported, when a VBC representative provides a trouble ticket number confirmation to customer. A trouble ticket shall be deemed closed when the customer receives a confirmation from VBC closing the trouble ticket. For any interruption experienced and validly reported by customer pursuant to this agreement. Customer will receive credit equal to one hour's billing for each hour, or

portion thereof, that such services were interrupted. Interruption credits will not issue automatically and must be requested by customer pursuant to this agreement. All requests for credit due to an interruption of colocation services must be in writing and received by VBC within thirty (30) days from the date that the failure was first reported to VBC. Credits are applied only to VBC charges and may never exceed one month's billing in any calendar month. Customer shall be responsible to obtain and maintain all approvals and permits necessary for Customers use of the equipment space.

IN WITNESS WHEREOF, the undersigned parties hereby acknowledge that they have ready and fully understand the foregoing Agreement and, further, that they agree to each of the terms and conditions contained herein and have executed this agreement at Fort Lauderdale, Florida on the day and Year first above written.