1. Termination. All contract terms are based on a 12-month unless otherwise stated in the Server Order. The Customer may terminate any Agreement by giving hostingSME.com at least thirty (30) days written notice prior to the end of the Contract Term when the Customer desires Services to cease. If the Customer decided to terminate the Server Order before the contract term, all amounts due from the Customer remaining contract terms for the account to which the Agreement relates must be paid in order for the Customer to terminate an Agreement. hostingSME.com may terminate any Agreement by giving at least sixty (60) days prior written notice of the date of termination of Services.

2. Maintenance. From time to time, hostingSME.com may conduct routine tests, maintenance, upgrade or repair on any part of the System, and hostingSME.com shall give the Customer prior notice thereof. The Customer acknowledges that there may be instances where it is not practicable for Hostmaster to give advance notice of a disruption, for example, in the event of an emergency, and hostingSME.com shall be entitled to disrupt the Services to conduct restoration and remedial works without prior notice.

3. Control Rights. The Customer, and not hostingSME.com, has the sole and exclusive control over the Data. The Customer acknowledges and hostingSME.com agrees that in the provision of the Services hereunder hostingSME.com is not provided, either directly or indirectly, with or access to the Data that would allow hostingSME.com to exercise any control over the Data. hostingSME.com accepts no responsibility for the Data passing through the System.

4. SERVICE INTERRUPTIONS

hostingSME.com 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 or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the Services.

5. CUSTOMER CONTENT AND RESPONSIBILITIES

The Customer is solely responsible for the content of any postings, data or transmissions using the Services (the “Content”), or any other use of the Services by the Customer or by any person entity the Customer permits to access the Services (a “User”). The Customer represents and warrants that neither it nor any User will use the services for unlawful purposes (including, without limitation, infringement of copyright or trademark, misappropriation of trade secrets, wire fraud, invasion of privacy, illegal pornography, obscenity, defamation, and illegal use, transportation or sale of tobacco, controlled substances and firearms), or to interfere with, or disrupt, other network users, network services, or network equipment. Disruptions include, without limitation, distribution of unsolicited advertising or chain letters, repeated harassment of other network users, wrongly impersonating another user, falsifying one’s network identity for improper or illegal purposes, sending unsolicited mass e-mailings, propagation of computer viruses, using the network to make unauthorized entry to any other machine accessible location, via the network, and distributing of tools designed for compromising security (i.e. including, but not limited to, password guessing programs, cracking tools or network probing tools). hostingSME.com may suspend or terminate the Services immediately, without prior notice to the Customer, if hostingSME.com believes, in good faith, that the Customer or a User is utilizing the Services for any such illegal or disruptive purpose. The Customer shall defend, indemnify, and hold harmless hostingSME.com from and against all liabilities, judgments, claims, damages, settlements, expenses and costs (including reasonable attorneys’ fees and litigation expenses) arising out of or relating to any and all claims by any person relating to use of the Services, including, but not limited to, use of the Services without consent of the Customer.

6. PRICING AND PAYMENT TERMS

Payment Terms. The full amount of the Initial Fee as reflected in the Agreement, which includes any set-up fees and charges for the first payment term of Services, are due and payable to IT Works Interactive Pte Ltd upon the acceptance of the Agreement. Thereafter, the Customer will pay in advance charges for each payment term. The recurring billing date shall be established by the date that the server release notification is e-mailed or faxed to the Customer and shall recur based on the Payment Term specified on the Agreement. Accounts that pay by cheque (limited to Singapore dollars) will be sent an invoice at least fifteen (15) days prior to the recurring billing date and payment is due on or before the recurring billing date. hostingSME.com will impose an S$25.00 charge for any cheque that is returned for any reason by a financial institution. hostingSME.com reserves the right to charge the Customer any sales, use, excise, and gross receipts, or any other tax or fees now or imposed, directly or indirectly, by any governmental authority or agency with respect to the Services.

1. Pricing Disputes. The Customer must notify hostingSME.com in writing of any disputed charges within 7 days of the date of the billing for such charges. If the Customer does not notify hostingSME.com within that time period, the Customer has waived any right to dispute such amounts, either directly or indirectly or as a set-off, or defense in any action or efforts to collect amounts due to hostingSME.com.

2. Collection. All accounts more than 30 days past due will be charged interest from the due date of the lesser of (i) 2% per month on the past due amount; or (ii) the highest legal rate of interest. hostingSME.com may also suspend, interrupt, or terminate Services on any account that is past due by more than thirty (30) calendar days, by disabling telnet/ftp access and/or disabling the connection to the server. In the event of disconnection, the Customer must pay hostingSME.com a reconnection fee of S$50.00 as a condition of reactivation of the Services, in addition to full payment of the balance due on the account. Reactivation of services will only be performed during hostingSME.com regular business hours (Monday through Friday, 9:00 a.m. – 6:00 p.m. Singapore Time). hostingSME.com may send all accounts that have not been paid in full to a collection agency. The Customer is responsible for paying all costs of collection, including, but not limited to, reasonable attorney’s fee and, where lawful, collection agency fees. All accounting issues should be addressed to hostingSME.com at finance@iwi.com.sg

3. Price Increases. hostingSME.com offers a price-freeze guarantee to its Customer. hostingSME.com will not increase the cost of services for the Customer as indicated on the Agreement as long as The Customer’s account is with hostingSME.com and provided the Customer’s account does not become delinquent.

7. MAINTENANCE AND SUPPORT

1. Ordering Maintenance and Support Services. hostingSME.com shall provide the Customer with maintenance and support services for the Hardware or Software, if such services are specified in the Agreement.

2. Exclusions. Maintenance and support services shall not include services for problems arising out of (a) tampering, modification, alteration, or addition to the Hardware or Software, which is undertaken by persons other than hostingSME.com or its authorized representatives; or (b) programs or hardware supplied by the Customer.

3. The Customer’s Duties. The Customer shall appoint at least 1 representative that all account information is sending to. This is to prevent any attempts of password-thief or any hacker attack against the Customer.

4. Passwords. Each hostingSME.com’s Customer is responsible for his or her passwords. Generally, secure passwords are between 6 and 8 characters long, contain letters of mixed case and non-letter characters, and cannot be found in whole or part, in normal or reverse order, in any dictionary of words or names in any language. The Customer is responsible for changing his or her password regularly.

8. TERM AND TERMINATION

1. Term. The term of this Agreement shall commence on the Effective Date and continue until terminated in accordance with this Agreement. The term of an Agreement shall be as indicated therein. The term of an Agreement shall automatically renew unless either party provides the other with written notice of termination at least thirty (30) days prior to the renewal date as established by the Contract Term reflected in the Agreement.

2. Termination Upon Default. hostingSME.com may immediately terminate this Agreement and any or all Agreement s, within its sole discretion, if the Customer fails to pay (and hostingSME.com has not actually received) any amounts due within sixty (60) days after the due date. For other breaches of this Agreement, either party may terminate this Agreement, and Agreement, as applicable, if the breaching party fails to correct the default within thirty (30) days after the written notice.

3. Effect of Termination. Notwithstanding termination of this Agreement and Agreement, hostingSME.com shall be entitled to full contract payment of all amounts that may be due to it from the Customer.

9. CONFIDENTIAL INFORMATION

Confidential Information shall mean all information identified by a party (“Disclosing Party”) to the other party (“Receiving Party), which, if in writing labeled as confidential, or if disclosed orally, is reduced to writing within fifteen (15) days, and labeled as confidential. Confidential Information shall remain the sole property of the Disclosing Party. Except for the specific rights granted by this Agreement, the Receiving Party shall not use any Confidential Information of Disclosing Party for its own benefit or for the benefit of others. Receiving Party shall not disclose Confidential Information to any third party without written consent of Disclosing Party (except to consultants who are bound by a written agreement with Receiving Party to maintain confidentiality). Confidential Information shall exclude information (i) available to the public other than by a breach of this Agreement; (ii) rightfully received from a third party not in breach of an obligation of confidentiality; (iii) independently developed by Receiving Party without access to Confidential Information; (iv) known to Receiving Party at the time of disclosure; or (v) produced in compliance with a court order. Receiving Party shall give reasonable notice to Disclosing Party that Confidential Information is being sought by a third person, so as to afford the opportunity to limit or prevent such disclosure. Receiving Party agrees to cease using all Confidential Information, and to promptly return such Confidential Information to Disclosing Party upon request. Notwithstanding the foregoing, the Customer consents to hostingSME.com’s disclosure of account information to credit reporting agencies, credit bureaus, private credit reporting associations, or to other providers of communications services.

10. LIMITATION OF LIABILITY

hostingSME.com’s liability (including, for purposed of this paragraph only, and of its employees, agents, or representatives), to the Customer (either directly or as a third party defendant in any action or proceeding) for any claim arising out of or relating to this Agreement or Agreement or the provision of any Services under Agreement (including, without limitation, maintenance and support) shall be limited to the amount of fees paid by the Customer to hostingSME.com under this Agreement within one year preceding the date the Customer contends its claim arose. In no event shall hostingSME.com be liable for any loss of data, loss of profits, cost of cover, or any other special, incidental, consequential, indirect or punitive damages, however caused and regardless of theory of liability. This limitation will apply even if hostingSME.com has been advised of, or is aware of, the possibility of such damages.

11. DISCLAIMER OF WARRANTIES

hostingSME.com specifically disclaims all implies warranties, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Except as otherwise provided in this Agreement, any written materials by hostingSME.com, or information on hostingSME.com‘s company web site, shall be for informational purposes only and, whether delivered or disseminated before or after the date of this Agreement, shall not create any express or implied warranties, guaranty of performance, or contractual obligations.

12. MISCELLANEOUS

1. Independent Contractor. The relationship of hostingSME.com and the Customer under this Agreement is that of independent contractors and not partners, joint ventures, or co-owners as participants.

2. Notices. Any notice hereunder shall be in writing and shall be given by registered or express mail, or reliable courier addressed to the addresses in this Agreement, or by facsimile. Notice shall be deemed to be given upon the earlier of actual receipt or three (3) days after it has been sent, properly addressed and with postage prepaid. Either party may change its address for notice by means of notice to the other party given in accordance with this Section.

3. Assignment. The Customer may not assign this Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so shall be void and a default of this Agreement.

4. Advertising. hostingSME.com may include the Customer’s name and contact information in directories of hostingSME.com service subscribers for the purpose of promoting the use of the Services by the Customer s generally. hostingSME.com will not use the Customer’s name or other identifying information in any other advertising or promotional materials, without the prior written consent of the Customer, which may not be unreasonably withheld.

5. Indemnification. The Customer shall defend, indemnify, and hold harmless hostingSME.com from and against all liabilities, judgments, claims, damages, settlements, expenses and costs (including reasonable attorneys’ fees and litigation expenses) arising out of or relating to any breach of this Agreement or Agreement by the Customer. The Customer and hostingSME.com will promptly notify each other upon receipt of any third party claim or legal action arising out of or relating to this Agreement or Agreement.

6. Entire Agreement and Waiver. This Agreement and the Agreement constitute the entire agreement between hostingSME.com and the Customer with respect to the subject matter hereof. All prior agreements, representations, and statements with respect to such subject matter are superseded. Any failure of either party to exercise or enforce its rights under this Agreement or Agreement shall not act as a waiver of subsequent breaches. Non-Solicitation. During the term of this Agreement and for a period of one (1) year thereafter, the Customer shall not solicit or hire the services of any employee or subcontractor of hostingSME.com without the prior written consent of hostingSME.com.

7. Release of Information. hostingSME.com reserves the right to release the contact information of the Customer s involved in violations of system security to system administrators at other sites, in order to assist them in resolving security incidents. hostingSME.com will also fully cooperate with law enforcement authorities in investigating suspected lawbreakers.