These Terms and Conditions ("Usage Guidelines") describe the proper kinds of conduct and prohibited uses of Funio's hosting services (the "Services"). These Terms and Conditions are not exhaustive and Funio reserves the right to modify these Terms and Conditions at any time, effective upon posting of the modified Usage Guidelines to http://www.funio.com. By registering for and using the Services, and thereby accepting the terms and conditions of this Agreement, you agree to abide by these Guidelines as modified from time to time. Any violation of these Guidelines may result in the suspension or termination of your account or such other action as Funio deems appropriate. BY REGISTERING FOR AND USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS AS WELL AS ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THIS AGREEMENT'S TERMS DO NOT CLICK THE "I ACCEPT" BUTTON. IF YOU DO NOT AGREE TO THE TERMS OF ANY MODIFICATION, DO NOT CONTINUE TO USE THE SERVICES AND IMMEDIATELY NOTIFY FUNIO OF YOUR TERMINATION OF THIS AGREEMENT.

1. YOUR GENERAL RESPONSIBILITIES

The Services enable you to develop and display a Web site through which you can interact with users of the Internet and retrieve and send vast amounts of information. Generally, Funio will not actively monitor, censor, or directly control any content that is or will be displayed on your Web site(s) or information that you collect or use through your Web site(s). Funio, however, provides the Services with the goals of (a) ensuring security, reliability and privacy of the Services and the users of the Services, (b) maintaining an image and reputation of Funio as a responsible provider of the Services, (c) preserving the value of Internet resources as a conduit for free expression, (d) encouraging the responsible use of Internet resources and discouraging degrading, libelous or illegal uses of such resources. Consequently, Funio expects you, and all other users of the Services, to take responsibility in using the Internet with courtesy and responsibility, and be familiar with and to practice good Internet etiquette, in furtherance of the above stated goals.

VIOLATION OF ANY OF THESE GUIDELINES IS STRICTLY PROHIBITED AND MAY RESULT IN THE IMMEDIATE TERMINATION OR SUSPENSION OF THE SERVICES YOU RECEIVE FROM FUNIO ACCORDING TO THE HOSTING SERVICE AGREEMENT. YOU WILL REMAIN SOLELY LIABLE AND RESPONSIBLE FOR YOUR USE OF THE SERVICES AND ANY AND ALL CONTENT THAT YOU DISPLAY, UPLOAD, DOWNLOAD OR TRANSMIT THROUGH THE USE OF THE SERVICES. "CONTENT" INCLUDES, WITHOUT LIMITATION, YOUR E-MAIL, WEB PAGES, PERSONAL HOME PAGES, AND DOMAIN NAMES. IT IS FUNIO'S POLICY TO TERMINATE REPEAT INFRINGERS.

2. ILLEGAL OR HARMFUL USE

You may use the Services only for lawful purposes. Transmission, distribution, sale, or storage of any material in violation of any applicable law, regulation, or these Usage Guidelines is prohibited. The following non-exhaustive list details the kinds of illegal or harmful conduct are prohibited. Funio reserves the rights to restrict or prohibit any and all uses of the Services or content on your Web site(s) and to remove such materials from its servers, that Funio determines in its sole discretion is harmful to its servers, systems, network, reputation, good will, other Funio customers, or any third party.

Infringement. Infringement of intellectual property rights or other proprietary rights including, without limitation, material protected by copyright, trademark, patent, trade secret, or other intellectual property right used without proper authorization. Infringement may result from, among other activities, the unauthorized copying and posting of pictures, logos, software, articles, musical works, and videos.

Offensive Materials. Transmission, disseminating, sale, storage or hosting material that is unlawful, libelous, defamatory, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable.

Export Violations. Posting or sending of software or technical information in violation of Canadian export laws.

Harmful Content. Disseminating or hosting harmful content including, without limitation, viruses, Trojan horses, worms, time bombs, cancelbots or any other computer programming routines that may damage, interfere with, surreptitiously intercept or expropriate any system, program, data or personal information.

Fraudulent Conduct. Offering or disseminating fraudulent goods, services, schemes, or promotions (i.e., make money fast schemes, chain letters, pyramid schemes), or furnishing false data on any signup form, contract or online application or registration, or the fraudulent use of any information obtained through the use of the Services, including without limitation use of credit card numbers.

3. SYSTEM AND NETWORK SECURITY AND INTEGRITY

Violations of Funio's or any third party's server, system or network security through the use of the Services are prohibited, and may result in criminal and civil liability. Funio may investigate incidents involving such violations. Funio may involve and cooperate with law enforcement if a criminal violation is suspected. Examples of server, system or network security violations include, without limitation, the following:

Hacking. Unauthorized access to or use of data, systems, server or networks, including any attempt to probe, scan or test the vulnerability of a system, server or network or to breach security or authentication measures without express authorization of the owner of the system, server or network.

Interception. Unauthorized monitoring of data or traffic on any network, server, or system without express authorization of the owner of the system, server, or network.

Intentional Interference. Interference with service to any user, host or network including, without limitation, mail bombing, news bombing, other flooding techniques, deliberate attempts to overload a system, broadcast attacks and any activity resulting in the crash of a host. Intentional interference also means the use of any kind of program/script/command, or send messages of any kind, designed to interfere with a user's terminal session, via any means, locally or by the Internet.

Falsification of Origin. Forging of any TCP-IP packet header, e-mail header or any part of a message header. This prohibition does not include the use of aliases or anonymous remailers.

Avoiding System Restrictions. Using manual or electronic means to avoid any use limitations placed on the Services such as timing out.

Failure to Safeguard Accounts. Failing to prevent unauthorized access to accounts, including any account passwords.

4. E-MAIL

You may not distribute, publish, or send any of the following types of e-mail:

Unsolicited promotions, advertising or solicitations (commonly referred to as "spam"), including, without limitation, commercial advertising and informational announcements, except to those who have explicitly requested such e-mails.

Commercial promotions, advertising, solicitations, or informational announcements that contain false or misleading information in any form.

Harassing e-mail, whether through language, frequency, or size of messages.

Chain letters.

Malicious e-mail, including without limitation "mailbombing" (flooding a user or Web site with very large or numerous pieces of mail) or "trolling" (posting outrageous messages to generate numerous responses).

E-mails containing forged or falsified information in the header (including sender name and routing information), or any other forged or falsified information.

In addition, you may not use Funio's mail server or another Web site's mail server to relay mail without the express permission of the account holder or the Web site. Posting the same or similar message to one or more newsgroups (excessive cross-posting or multiple-posting) also is explicitly prohibited.

5. 99.9% UPTIME GUARANTEE

(a) Coverage

These Funio Acceptable Use And Service Guidelines apply to you are in good financial standing with Funio.

(b) Service Level

Funio endeavors to have the content of your Web site available for http access by third parties 99.9% of the time ("Web Site Availability").

(c) Credits

In the event that there is no Web Site Availability, Funio will credit the following month's service fee as follows. Such credit will be retroactive and will be as calculated below and as measured 24-hours a day in a calendar month, with the maximum credit not to exceed the monthly service charge for the affected month.

Customer Web Site Availability Credit

95% to 99.8% 25%

90% to 94.9% 50%

89.9% or below 100%

In order for you to receive a credit on your account, you must request such credit within ten (10) business days after you experienced no Web Site Availability. You must request credit by sending an electronic mail message to support@funio.com. For security, the body of this message must contain your account number, the dates and times of the unavailability of your Web site, and such other customer identification requested by Funio. Credits will usually be applied within sixty (60) days of your credit request. Credit to your account will be your sole and exclusive remedy in the event that there is no Web Site Availability.

(d) Restrictions

Credits will not be provided to you in the event that you have no Web Site Availability resulting from (i) scheduled maintenance as posted from time to time at funio.com, (ii) your behavior or the performance or failure of your equipment, facilities or applications, or (iii) circumstances beyond Funio'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 interruption or delay in telecommunications or third party services (including DNS propagation), failure of third party software or hardware or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of your Web site.

If you want to report any violations of these Usage Guidelines, please contact abuse@funio.com

6.1. TERMS AND PAYMENT OF SERVICES

6.1 Term. This Agreement will be for an "Initial Term" of either: (a) 30 days if you register for a web site hosting service, (b) twelve (12) months for domain name registrations, or (c) as otherwise chosen by you in the Order Form, located on the Site, at the time you register for the Services. This Agreement will be automatically renewed (the "Renewal Term") at the end of the Initial Term for the same period as the Initial Term, unless you provide Funio with notice of termination either: (a) at least 7 days before the end of the Initial Term or the Renewal Term. You must provide Funio with your notice of termination by clicking on the "Cancel Service" button located on the Site. Any notice of termination will be effective upon Funio's receipt of notice. 6.2 Termination Policy. If you terminate the Services before the end of the Initial Term or the Renewal Term, whichever is then applicable: (a) Funio will not refund to you any fees paid in advance of termination, and (b) you will be required to pay the lesser of 3 times the standard monthly charge or 100% of Funio's standard monthly charge for each month remaining in the term, unless otherwise expressly provided in this Agreement. But if you have pre-paid for a 1-year period of Services, you are entitled to a pro-rata refund of the remaining months in the annual period, calculated at the standard monthly rate for the Services, not the discounted annual rate. You must submit your termination request to Funio in the manner described in Section 6.1. Funio may terminate this Agreement at any time and for any reason by providing to you 30 days' prior written notice of termination. If Funio terminates this Agreement, Funio will 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 in this Agreement. 6.3 Liability and Obligations on Termination. If the Agreement expires or is terminated for any reason, Funio is not liable to you because of the 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 the termination or expiration. If you terminate this Agreement, Funio will not relieve you of any obligations to pay fees and costs accrued before the termination date or any other amounts you owe to Funio under this Agreement. 6.4 Charges. You will pay all charges for your use of the Services at the then current Funio prices, which will be exclusive of any applicable taxes. You are responsible for paying all federal, state, provincial, and local sales, use, value added, excise, duty and any other taxes assessed with respect to the Services, other than taxes based on Funio's net income. 6.5 Payment. You will pay all charges for Services in advance according to the then current price for the Services, and all Service fees shall be payable by credit card. By agreeing to these Terms and Conditions, you authorize Funio to charge your credit or debit card to pay for any charges that may apply to your account. You must notify Funio of any changes to your card account (including, applicable account number or cancellation or expiration of the account), your billing address, or any information that may prohibit Funio from charging your account. If you fail to pay any fees and taxes within 10 days from the applicable due date, Funio will assess late charges equal to the lesser of 1.5% per month or the maximum allowable under applicable law. Your failure to fully pay any fees and taxes within 10 days after the applicable due date is a material breach of this Agreement, justifying Funio in suspending its performance and terminating this Agreement. If Funio terminates for your material breach, you must still pay past due fees plus interest. You are responsible for any costs Funio incurs in enforcing collection, including reasonable attorneys' fees, court costs and collection agency fees. If you reinstate Services, you must pay any fees associated with reinstating Services. 6.6 30 Day Guarantee. If you are not fully satisfied with the Hosting Services, you may terminate this Agreement at any time during the first 30 days from your initial order date and receive a full refund of all payments you made to Funio for the Hosting Services minus any applicable domain name registration fees. To receive your refund, you must terminate this Agreement in the manner described in Section 6.1 and cease using the Services. 7. ENFORCEMENT 7.1 Investigation of Violations. Funio may investigate any reported violation of this Agreement, or its policies or any complaints and take any action that it deems appropriate and reasonable under the circumstance to protect its systems, facilities, customers or third parties. Funio will not access or review the contents of any e-mail or similar stored electronic communications except as required or permitted by applicable law or legal process. 7.2 Actions. Funio may restrict or remove from its servers any content that violates this Agreement or related policies or guidelines, or is otherwise objectionable or potentially infringing on any third party's rights or that potentially violates any laws. If Funio becomes aware that you have possibly violated this Agreement, any related policies or guidelines, third party rights or laws, Funio may immediately take corrective action, including: (a) issuing warnings, (b) suspending or terminating the Service, (c) restricting or prohibiting any and all uses of content hosted on Funio's systems, and (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 Funio that, in Funio's sole discretion, may violate or infringe any law or third-party rights or that otherwise exposes or potentially exposes Funio to civil or criminal liability or public ridicule. It is Funio's policy to terminate repeat infringers. These rights of action, however, do not obligate Funio to monitor or exert editorial control over the information made available for distribution via the Services. If Funio takes corrective action because of a possible violation, Funio will not refund to you any fees you paid in advance of the corrective action. 7.3 Disclosure Rights. To comply with applicable laws and lawful governmental requests, to protect Funio's systems and customers, or to ensure the integrity and operation of Funio's business and systems, Funio may access and disclose any information it considers necessary or appropriate, including, user profile information (i.e., name, e-mail address, etc.), IP addressing and traffic information, usage history, and content residing on Funio's servers and systems. Funio may 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 Funio's On-line Privacy Statement and Funio's right to disclose under this section, Funio's right to disclose under this section will control. 8. DISCLAIMED WARRANTIES Funio exercises no control over, and accepts no responsibility for, the content of the information passing through Funio's host computers, network hubs and points of presence, or the Internet. ALL SERVICES PERFORMED UNDER THIS AGREEMENT ARE PERFORMED "AS IS" AND WITHOUT WARRANTY AGAINST FAILURE OF PERFORMANCE INCLUDING, ANY FAILURE BECAUSE OF COMPUTER HARDWARE OR COMMUNICATION SYSTEMS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, FUNIO DOES NOT MAKE AND DISCLAIMS, AND YOU WAIVE ALL RELIANCE ON, ANY REPRESENTATIONS OR WARRANTIES, ARISING BY LAW OR OTHERWISE, REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. 9. LIMITATION AND EXCLUSION OF LIABILITY 9.1 Limitations. IN NO EVENT WILL FUNIO 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 FUNIO NOR ITS SUPPLIERS WILL HAVE LIABILITY WITH RESPECT TO FUNIO'S OBLIGATIONS UNDER THIS AGREEMENT, OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF FUNIO HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THE LIABILITY OF FUNIO AND ITS SUPPLIERS TO YOU FOR ANY REASON AND UPON ANY CAUSE OF ACTION IS LIMITED TO THE AMOUNT YOU ACTUALLY PAID TO FUNIO UNDER THIS AGREEMENT DURING THE 3 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ACCRUED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. THE FEES FOR THE SERVICES SET BY FUNIO UNDER THIS AGREEMENT HAVE BEEN AND WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK. ACCORDINGLY, YOU RELEASE FUNIO AND ITS SUPPLIERS FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIMS IN EXCESS OF THE LIMITATION STATED IN THIS SECTION 9.1. 9.2 Interruption of Service. Funio and its suppliers are not liable for any temporary delay, outages or interruptions of the Services. Further, Funio is not liable for any delay or failure to perform its obligations under this Agreement, where the delay or failure results from any act of God or other cause beyond its reasonable control (including, any mechanical, electronic, communications or third-party supplier failure). 10. INDEMNIFICATION You release and hold harmless, and agree to indemnify, Funio 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, reasonable attorneys' fees and other litigation expenses) incurred by Funio or its suppliers, arising out of or relating to: (a) your violation or breach of any term, condition, representation or warranty of this Agreement, or any applicable policy or guideline; (b) your improper or illegal use the Services; or (c) your violation, alleged violation, or misappropriation of any intellectual property right (including trademark, copyright, patent, trade secrets) or non-proprietary right of a third party (including defamation, libel, violation of privacy or publicity). 11. MISCELLANEOUS PROVISIONS 11.1 Entire Agreement. This Agreement, in conjunction with all policies and guidelines incorporated by reference, constitutes the entire agreement between you and Funio with respect to the subject matter of the Agreement, and there are no representations, understandings or agreements that are not fully expressed in this Agreement and the related policies and guidelines. 11.2 No Fiduciary Relationship; No Third-Party Beneficiaries. Funio is not the agent, fiduciary, trustee or other representative of you. Except for the rights of Funio's suppliers under sections 9 and 10, nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person (other than the parties to this Agreement) any legal or equitable right, remedy or claim under or in respect to this Agreement. This Agreement and all of its representations, warranties, covenants, conditions and provisions are intended to be and are for the sole and exclusive benefit of the parties to this Agreement. 11.3 Amendments. Except as expressly provided in this Agreement, no amendment, change, waiver, or discharge of this Agreement is valid unless in writing and signed by the parties. 11.4 Identification. Funio may, free of any obligation to pay compensation, use your name and identify you as a Funio client, in advertising, publicity, or similar materials distributed or displayed to prospective clients. 11.5 Choice of Law and Forum. THIS AGREEMENT IS GOVERNED BY THE LAWS OF CANADA AND THE PROVINCE OF QUEBEC, WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS. ANY ACTION RELATING TO THIS AGREEMENT MUST BE BROUGHT IN THE FEDERAL OR PROVINCIAL COURTS LOCATED IN MONTREAL, QUEBEC AND YOU IRREVOCABLY CONSENT TO THE JURISDICTION OF THESE COURTS. 11.6 Compliance With Laws. You will comply with all applicable laws and regulations and will indemnify and save Funio harmless from your failure to so comply. Funio will not have to perform any obligations set forth in this Agreement if the performance would violate any present or future law, regulation or policy of any applicable government. 11.7 Non-Assignment. You may not assign this Agreement or any right or obligation under this Agreement, by operation of law or otherwise, without Funio's prior written consent. Funio may assign its rights and obligations under this Agreement, and may utilize affiliates and agents in performing its duties and exercising its rights, without your consent. This Agreement are binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. 11.8 No Waiver. Funio's failure to enforce the strict performance of any provision of this Agreement does not constitute a waiver of Funio's right to subsequently enforce the provision or any other provisions of this Agreement. 11.9 Severability. If any term or provision of this Agreement is deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement, if applicable, will 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, the term or provision will remain in full force and effect with respect to all other applications. 11.10 Headings. The section headings used in this Agreement are for reference and convenience only and will not enter into the interpretation of the Agreement. 11.11 Survival. All provisions of this Agreement relating to your warranties, intellectual property rights, limitation and exclusion of liability, your indemnification obligations and payment obligations will survive the termination or expiration of the Agreement.

11.12 Domain name disputes. Any disputes arising from domain name registrations and/or transfers shall be resolved according to the ICANN Uniform Domain-Name Dispute-Resolution Policy (http://www.icann.org/udrp).