Buz2i Enterprises Inc. Web Application Hosting Agreement

1. Definitions

1.1      “Internet” means the world-wide network of computers commonly understood to provide some or all of the following features, among others: electronic mail, file transfers through File Transfer Protocol (“FTP”), Telnet access to local and remote computers, UseNet Newsgroups, Gopher access to information on local and remote computers, Wide Area Information Servers (“WAIS”), and World Wide Web access.

1.2      “Buz2i Enterprise Inc.’s Web Server(s)” means the computer or computers and related equipment owned by the company that is installed at the company’s site to make Your Web Site accessible to Internet users 24 hours per day.

1.3      “Pricing Schedule” means the amount payable by You to Buz2i Enterprise Inc. for services rendered pursuant to the plan You have selected set out in the payment schedule and any further charges incurred by but not limited to maintenance of hardware or software, past-due charges, extra services and/or hardware and/or software. The payment schedule will be presented to the Customer prior to signing this Agreement and is thus bound by this Agreement.

1.4      “Services” means the services described in the plan you have selected set out at www.terrabuz.com.

1.5      “Web Site” means a series of interconnected Web Pages.

1.6      “Co-located” means a server placed at the company's location, or secure server hosting location, belonging to either the customer or Buz2iEnterprise Inc.

2. Services

2.1      You acknowledge that the Internet is neither owned nor controlled by any one entity; therefore, the company can make no guarantee that any given End-User shall be able to access the Server at any given time. The company represents that it shall use reasonable commercial efforts to ensure that the company’s Web Servers are available as widely as possible and with as little service interruption as possible.

2.2      Prohibited Uses. You will comply with the company’s Acceptable Use Policy (“AUP”) in relation to material hosted on your web site. This acceptable use policy is available at www.terrabuz.com.

2.3      Violation of any of the terms of Agreement by the Customer entitles the company to terminate this Agreement and Customer’s access to the company’s Web Servers at any time, without notice. Please note that the company strictly enforces this policy and will prosecute any violation of this Agreement to the fullest extent permissible by law.

3. Payment

3.1      You agree to pay all charges associated with your use of the Services.

3.2      The company reserves the right to alter and change the terms of the Pricing Schedule at any time upon two months prior notice to Customers. The company shall provide notice of such changes to You, the Customer, by posting conspicuous notices. You agree that Your use of the Services after notification of any changes to the Pricing Schedule shall constitute notice to the company that You have agreed to the terms of the Pricing Schedule.

3.3      You are provided with a “Login” name and a password. It is Your obligation and Your responsibility to safeguard the confidentiality and monitor any usage or Services provided in connection with the Login and the password. Any charges associated with the Login and the password are Your responsibility and You shall bear any risk of loss thereto (including charges for Services).

3.4      Solely in order to comply with the payment provisions of this Agreement for the Services. You agree to allow the company to perform a credit check on You and You agree to provide the company with either: (a) the credit or debit card particulars as described in this Agreement and to authorize The company to charge applicable Charges to such credit or debit card; (b) if applicable, other forms of payment such as cash or check.

4. Server Hosting

4.1      You hereby retain the company to store, as indicated below, a World Wide Web Site (the “Web Site”) for You on the company’s Web Server and/or a Co-located Web Server.

4.2      The company agrees to make Your Web Site available to Internet users approximately 24 hours per day, to back-up the company’s Web Server at least once every week, and to store said back-up materials in a safe and secure environment, fit for the back-up media, and not located at the same location as the company Web Servers periodically, but no less than once a week. Also as part of this service, the company agrees to use its best efforts to ensure reasonable response times for users accessing the company’s Web Servers. You will give the company periodic weekly reports outlining and describing system outages, bugs, errors or downtimes and any like incidents, whether or not such incidents cause Your Web Site to be off-line and inaccessible over the Internet generally. If an incident occurs such that Your Web Site is inaccessible over the Internet generally, the company agrees to dedicate resources to ensure that Your Web Site is on-line and accessible over the Internet generally.

4.3      Domain Name – All domain names or other Internet addresses for Your Web Site are your sole property. The company may be identified as the Administrative Contact for all matters pertaining to such domain names and other addresses but the company has no authority to act as Your representative or agent relative to such domain names and other addresses, and in the event the company is named as the Owner or Administrative Contact for such domain names and other addresses, the company shall on Your demand, execute any documents that You may require to ensure that all such domain names and other addresses are Your sole and exclusive property.

5. Responsibilities and Control

(a)      Responsibility and Control – You shall inspect and monitor the Web Site frequently to ensure that no material therein is in violation of the AUP. You shall be solely responsible for the content of the Web Site. You authorize the company to undertake any independent inspection of the Web Site to determine its compliance with the AUP. To the fullest extent permitted by law, the Web Site shall be deemed to be exclusively “under the control” of You and not “under the control” of the company.

(b)      Indemnity – You agree to indemnify, defend with counsel selected by the company, protect and hold harmless the company, its general partners, officers, directors, employees, agents, assigns and successors in interest (collectively the “Indemnities”) from and against all claims, demands, suits, causes of action, legal or administrative proceedings, actual damages (including but not limited to special and consequential damages), punitive damages, penalties, fines, charges, costs, liens, injuries, losses, debts, liabilities, and expenses of every kind whatsoever paid, incurred or suffered by, or asserted against, any of the Indemnities directly or indirectly related in any way to Your Web Site. To the fullest extent permitted by law, this indemnity shall apply regardless of the fault, active or passive negligence, or breach of warranty or contract by any of the Indemnities.

6. Default

6.1      Default

(a)      “Default” means any of the following:
           (i) Upon the failure of any account to be debited by Buz2i Enterprises Inc. for Charges or for non-payment;
           (ii) Your breach of the AUP;
           (iii) And/or any breach by You of any other provision of this Agreement or any statute or regulation, where such breach continues for ten days following written notice thereof from the company to You.

(b)      Upon any Default, in addition to any and all other remedies available under law to Buz2i Enterprises Inc., the company may at its option restrict access by You and/or the public to all or any part of the Web Site. Following Your remedy of such a Default and written assurance to the company that such Default will not recur, the company shall restore full access to the Web Site.

7. Warranties and Limitation of Liability

7.1      No Warranty – The web hosting services are provided “as is” and there are no warranties, representations, conditions, or guarantees or any kind whatsoever, either express or implied by law (in contract or tort) or custom, including, but not limited to those regarding merchantability, durability fitness for purpose, correspondence to sample, title, design, condition, or quality. Without limiting the above, Buz2i Enterprises Inc. makes no warranties of title; that the software used for the web hosting services meets your requirements, are free from interruption or errors or meet any response time.

7.2      No Indirect Damages – In no event shall Buz2i Enterprises Inc. be liable to you or to any other party for indirect damages or losses (in contract or tort) in connection with software data, or services including but not limited to damages for lost profits, lost data, lost savings, or incidental, consequential, or special damages, even if caused by Buz2i Enterprises Inc.’s negligence and even if Buz2i Enterprises Inc. has knowledge of the possibility of such potential loss or damage.

7.3      Limits on Liability – If for any reason, Buz2i Enterprises Inc. becomes liable to you or any other party for direct or any other damages for any cause whatsoever, and regardless of the form of action (in contract or tort), incurred connection with this agreement then the aggregate liability of Buz2i Enterprises Inc. for all damages, injury, and liability incurred by You and all other parties, shall be limited to an amount equal to the charges paid for the month following the event giving rise to the claim.

7.4      General Liability – You shall defend or settle any claim made or any suit or proceeding brought (including an action for libel or slander) against Buz2i Enterprises Inc. insofar as such claim, suit or proceeding directly or indirectly arises out of Your web site or violation of the terms of this Agreement.

8. General

8.1      Complete Agreement – This is the complete and exclusive statement of the Agreement between the parties with respect to the subject matter contained herein. Buz2i Enterprises Inc. is not bound by any provision of any purchase order, correspondence, or otherwise unless specifically agreed to in writing.

8.2      Governing Law – This Agreement and performance hereunder shall be governed by the laws of British Columbia and any disputes shall be referred to the courts of British Columbia.

8.3      Non-Waiver – The waiver or failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder.

8.4      Assignment – Customer may not assign any of its rights under this Agreement without the consent of Buz2i Enterprises Inc.

9. Terms of Contract

9.1      Services – If the Services refer to Co-located servers (including but not limited to Customer’s property), Customer shall be prepared to enter into and be bound to this contract for a minimum term of 6 months from the date of the Customer signing same contract, or for a term decided by, and at the sole discretion of Buz2i Enterprises Inc.

9.2      Payment – This contract outlines term payments on services and products provided to the Customer by Buz2i Enterprises Inc. All prices associated with services or products rendered to the Customer shall be identified in a separate Pricing Schedule.