User Agreement
This User Agreement ("Agreement") is an agreement between CDKWeb, Inc. ("CDKWeb") and the party set forth in the related order form incorporated herein by reference (together with any subsequent order forms submitted by Client, the "Order Form"), and applies to the purchase of all services (collectively, the "Services") ordered by Client on the Order Form. Such party is referred to in this Agreement as "Client" or "you". PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING ON THE BUTTON ON THE ORDER FORM AND/OR SUBMITTING PAYMENT FOR SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THIS AGREEMENT, INCLUDING CDKWEB'S USAGE POLICY. YOUR USE OF THE SERVICES CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. CDKWeb reserves the right to reject this Agreement for any reason or no reason, prior to acceptance thereof by CDKWeb. Activation of the Services shall indicate CDKWeb's acceptance of this Agreement. Subject to the terms and conditions of this Agreement, CDKWeb will provide to Client the Services selected by Client set forth on the Order Form.

1. Usage Policy.
Under this Agreement, Client shall comply with CDKWeb's then current "Usage Policy", as amended, modified or updated from time to time by CDKWeb, which currently can be viewed here and which is incorporated in this Agreement by reference. Client hereby acknowledges that it has reviewed the Usage Policy and that the terms of the Usage Policy are incorporated herein by reference. In the event of any inconsistencies between this Agreement and the Usage Policy, the terms of the Usage Policy shall govern. CDKWeb does not intend to systematically monitor the content which is submitted to, stored on or distributed or disseminated by Client via the Service (the "Client Content"). Client Content includes content of Client's customers and/or users of Client's email. Notwithstanding anything to the contrary contained in this Agreement, CDKWeb may immediately take corrective action, including removal of all or a portion of the Client Content, disconnection or discontinuance of any and all Services, or termination of this Agreement in the event of notice of possible violation by Client of the Usage Policy. In the event CDKWeb takes corrective action due to a violation of the Usage Policy, CDKWeb shall not refund to Client any fees paid in advance of such corrective action. Client hereby agrees that CDKWeb shall have no liability to Client or any of Client's customers due to any corrective action that CDKWeb may take (including, without limitation, disconnection of Services).

2. Amendment.
CDKWeb may amend, modify or update this Agreement or the Usage Policy at any time in its sole discretion, and Client shall be bound by any such amendment, modification or update. CDKWeb may, but is under no obligation to, provide notice of any amendment, modification or update of this Agreement or the Usage Policy. Any modification is effective on the earlier of two days after posting on CDKWeb's website or two days after the sending of a notice by CDKWeb to Client by email or conventional mail. If any material modification to this Agreement or the Usage Policy is unacceptable to you, you may terminate your subscription as provided in Section 3. However, if you do not terminate the Agreement, or if you continue to use the Services following effectiveness of the modification, your continued use will mean that you have accepted that modification. CDKWeb reserves the right to amend its service offerings and add, delete, suspend or modify the terms and conditions of the Services at any time and from time to time, and to determine whether and when any such changes apply to both existing and future customers.

3. Term; Termination; Cancellation Policy.
The initial term of this Agreement shall be as set forth in the Order Form (the "Initial Term"). The Initial Term shall begin upon commencement of the Services to Client. After the Initial Term, this Agreement shall automatically renew for successive terms of equal length as the Initial Term, unless terminated or cancelled by either party as provided in this section. The Initial Term and all successive renewal periods shall be referred to, collectively, as the "Term".

This Agreement may be terminated (i) by CDKWeb in the event of nonpayment by Client, (ii) by CDKWeb, at any time, without notice, if, in CDKWeb's judgment, Client is in violation of any term or condition of the Usage Policy or Client's use of the Service disrupts or, in CDKWeb's judgment, could disrupt, CDKWeb's business operations and (iii) by CDKWeb in accordance with Sections 1, 8, and 9 of this Agreement.

If CDKWeb cancels this Agreement prior to the end of the Term or you cancel this agreement prior to the end of the Term, CDKWeb shall not refund to you any fees paid in advance of such cancellation and (i) you shall be obligated to pay all fees and charges accrued prior to the effectiveness of such cancellation, (ii) you shall be obligated to pay 100% of all charges for all Services for each month remaining in the Term.

4. Billing and Payment.
All fees for the Services shall be in accordance with CDKWeb's fee schedule then in effect, the terms of which are incorporated herein by reference, and shall be due at the times provided therein. A $15.00 late fee will apply to accounts past due more than ten (10) calendar days from the due date. CDKWeb may, with 30 days notice to Client, amend the Services and/or the rates and fees it charges for the Services. Fees for renewal periods after the Initial Term shall be due and owing immediately upon the first day of such renewal period. CDKWeb may impose a debt service charge equal to one and one-half percent (1.5%) of the overdue balance (or such lesser amount as may be required by law) for each month or fraction thereof the overdue amount remains unpaid. In addition, in the event that any amount due CDKWeb remains unpaid twenty (20) days after such payment is due, CDKWeb, in its sole discretion, may immediately terminate this Agreement, and/or withhold or suspend Services. There will be a $50.00 charge to reinstate accounts that have been suspended or terminated. All taxes, fees and governmental charges relating to the Services provided hereunder (other than income taxes of CDKWeb) shall be paid by Client.

Client agrees that CDKWeb may pre-charge Client's fees for the Services to the credit card supplied by Client during registration.

5. CDKWeb as Reseller or Licensor.
CDKWeb is acting only as a reseller or licensor of the hardware, software and equipment used in connection with the products and/or Services that were or are manufactured or provided by a third party ("Non-CDKWeb Product"). CDKWeb shall not be responsible for any changes in the Services that cause the Non-CDKWeb Product to become obsolete, require modification or alteration, or otherwise affect the performance of the Services. Any malfunction or manufacturer's defects of Non-CDKWeb Product either sold, licensed or provided by CDKWeb to Client or purchased directly by Client used in connection with the Services will not be deemed a breach of CDKWeb's obligations under this Agreement. Any rights or remedies Client may have regarding the ownership, licensing, performance or compliance of Non-CDKWeb Product are limited to those rights extended to Client by the manufacturer of such Non-CDKWeb Product. Client is entitled to use any Non-CDKWeb Product supplied by CDKWeb only in connection with Client's permitted use of the Services. Client shall use its best efforts to protect and keep confidential all intellectual property provided by CDKWeb to Client through any Non-CDKWeb Product and shall make no attempt to copy, alter, reverse engineer, or tamper with such intellectual property or to use it other than in connection with the Services. Client shall not resell, transfer, export or re-export any Non-CDKWeb Product, or any technical data derived therefrom, in violation of any applicable United States or foreign law.

6. Property Rights.
CDKWeb owns all right, title and interest in and to the Services and CDKWeb's trade names, trademarks, service marks, inventions, copyrights, trade secrets, patents, know-how and other intellectual property rights relating to the design, function, marketing, promotion, sale and provision of the Services and the related hardware, software and systems ("Marks"). Nothing in this Agreement constitutes a license to Client to use or resell the Marks.

7. Client Warranties.
Client represents and warrants to CDKWeb that Client owns or has the right to use the Client Content and material contained therein, including all text, graphics, sound, music, video, programming, scripts and applets, and the use, reproduction, distribution and transmission of the Client Content and any information and materials contained therein does not, and will not, (i) infringe or misappropriate any copyright, patent, trademark, trade secret or any other proprietary right of a third party, (ii) violate any criminal laws or (iii) constitute false advertising, unfair competition, defamation, an invasion of privacy, violate a right of publicity or violate any other law or regulation. Client grants CDKWeb the right to reproduce, copy, use and distribute all and any portion of the Client Content to the extent needed to provide and operate the Services.

8. Disclaimer of Warranty.
Client agrees to use all Services and any information obtained through or from CDKWeb, at Client's own risk. Client acknowledges and agrees that CDKWeb exercises no control over, and accepts no responsibility for, the content of the information passing through CDKWeb's host computers, network hubs and points of presence or the Internet. THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. NONE OF CDKWEB, ITS SUBSIDIARY OR AFFILIATED CORPORATIONS, OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, AGENTS, SUPPLIERS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS OR THE LIKE (EACH, AN "CDKWEB PERSON") MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, FOR THE SERVICES OR ANY EQUIPMENT CDKWEB PROVIDES. NO CDKWEB PERSON MAKES ANY WARRANTIES THAT THE SERVICES WILL NOT BE INTERRUPTED OR ERROR FREE; NOR DO ANY OF THEM MAKE ANY WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICES OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICES. CDKWEB IS NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM CUSTOMER OR STORED BY CUSTOMER OR ANY OF CUSTOMER'S CUSTOMERS VIA THE SERVICES PROVIDED BY CDKWEB. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY ANY CDKWEB PERSON WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE. The terms of this section shall survive any termination of this Agreement.

9. Indemnification.
Client agrees to indemnify, defend and hold harmless CDKWeb and its subsidiary and affiliated companies, and each of their respective officers, directors, employees, shareholders and agents (each an "indemnified party" and, collectively, "indemnified parties") from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney's fees) threatened, asserted, or filed by a third party against any of the indemnified parties arising out of or relating to (i) Client's use of the Services, (ii) any violation by Client of the Usage Policy, (iii) any breach of any representation, warranty or covenant of Client contained in this Agreement or (iv) any acts or omissions of Client. The terms of this section shall survive any termination of this Agreement.

10. Limitation of Liability.
Client agrees that no CDKWeb Person, under any circumstances, shall be held responsible or liable for situations where the Services are accessed by third parties through illegal or illicit means, including situations where such data is accessed through the exploitation of security gaps, weaknesses or flaws (whether known or unknown to CDKWeb at the time) which may exist in the Services or CDKWeb's equipment used to provide the Services.

Under no circumstances, including negligence, shall any CDKWeb Person be liable for any indirect, incidental, special, consequential or punitive damages, or loss of profits, revenue, data or use by Client, any of its customers, any Reseller Client or any other third party, whether in an action in contract or tort or strict liability or other legal theory, even if CDKWeb has been advised of the possibility of such damages. No CDKWeb Person shall be liable to Client, any of its customers, any Reseller Client or any other third party, for any loss or damages that result or are alleged to have resulted from the use of or inability to use the Services, or that results from mistakes, omissions, interruptions, deletion of files, loss of data, errors, viruses, defects, delays in operations, or transmission or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction or unauthorized access to CDKWeb's records, programs, equipment or services.

Notwithstanding anything to the contrary in this Agreement, CDKWeb's maximum liability under this Agreement for all damages, losses, costs and causes of actions from any and all claims (whether in contract, tort, including negligence, quasi-contract, statutory or otherwise) shall not exceed the actual dollar amount paid by Client for the Services which gave rise to such damages, losses and causes of actions during the 12-month period prior to the date the damage or loss occurred or the cause of action arose.

Client understands, acknowledges and agrees that if CDKWeb takes any corrective action under this Agreement because of an action of Client or one if its customers or a Reseller Client, that corrective action may adversely affect other customers of Client or other Reseller Clients, and Client agrees that CDKWeb shall have no liability to Client, any of its customers or any Reseller Client due to such corrective action by CDKWeb.

This limitation of liability reflects an informed, voluntary allocation between the parties of the risks (known and unknown) that may exist in connection with this Agreement. The terms of this section shall survive any termination of this Agreement.

11. Force Majeure.
CDKWeb shall not be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its 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 the Services.

12. Governing Law; Jurisdiction; Arbitration.
This Agreement shall be governed in all respects by Missouri law without regard to the conflict of law provisions thereof. Both parties submit to personal jurisdiction in Missouri. Any controversy or claim arising out of, relating to or in connection with this Agreement, or the breach thereof, shall be subject to arbitration administered by the American Arbitration Association ("AAA") in accordance with its then existing Commercial Arbitration Rules (collectively, the "AAA Rules") and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be St. Louis, Missouri, or any other place selected by mutual agreement of the parties. An award rendered in connection with an arbitration pursuant to this Section shall be final and binding upon the parties and the parties agree and consent that the arbitral award shall be conclusive proof of the validity of the determinations of the arbitrations set forth in the award, and any judgment upon such an award may be entered and enforced in any court of competent jurisdiction. The parties agree that the award of the arbitral tribunal will be the sole and exclusive remedy between them regarding any and all claims and counterclaims between them with respect to the subject matter of the arbitrated dispute. The parties hereby waive all in personam jurisdictional defenses in connection with any arbitration hereunder or the enforcement of an order or award rendered pursuant thereto. In any legal action, the prevailing party will be entitled to recover all legal expenses incurred in connection with the action, including but not limited to its costs, both taxable and non-taxable, and reasonable attorney's fees. The terms of this section shall survive any termination of this Agreement.

13. Assignment.
Client shall not have the right to assign this Agreement without the prior written consent of CDKWeb. This Agreement shall be binding upon and inure to the benefit of Client and CDKWeb and their successors and permitted assigns.

14. Entire Agreement; Severability.
This Agreement, together with the Order Form and any other documents or agreements specifically identified in this Agreement, represents the entire agreement between the parties, and supersedes all previous representations, understandings or agreements. If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement shall remain in full force and effect.

Client hereby represents that he, she or it is either, an individual entering this Agreement for his or her personal use and is over 18 years of age, or a corporation, limited partnership or other legal entity, duly organized, validly existing and in good standing under the laws of the state of its organization and the person acting on behalf of Client is duly authorized to accept, execute and deliver this Agreement on behalf of Client.