This agreement represents the complete agreement and understanding between Internet Connection USA, Inc., (hereinafter called ICUSA) and the customer (hereinafter called Client) and supersedes any other written or oral agreement. Upon notice published on-line via ICUSA, ICUSA may modify these terms and conditions, amplify them, and/or modify the prices, as well as discontinue or change the services offered. Service is any act of serving the Client regardless of the duration and whether it is a paid or free service. Submission of your account order shall constitute your acceptance of these Terms and Conditions.

1. ICUSA makes absolutely no warranties whatsoever, expressed or implied, for the service it is providing. ICUSA also disclaims any warranty of merchantability or fitness for a particular purpose. ICUSA shall not be liable to Client or any of its customers for any claims or damages which may be suffered by Client or its customers, including, but not limited to, losses or damages of any and every nature, resulting from the loss of data, inability to access the Internet, or inability to transmit or receive information, caused by, or resulting from, delays, non deliveries, or service interruptions whether or not caused by the fault or negligence of ICUSA.

2. This service may be used only for lawful purposes. Transmission of any material in violation of any foreign, municipal, state, county or federal statute or regulation is prohibited. This includes, but is not limited to: copyrighted material, material legally judged to be threatening or obscene, or material protected by trade secret. ICUSA may, at its sole discretion, immediately discontinue such service to Client, without any liability other than for the refund of unearned prepaid service fees. Client must provide ICUSA with a 30 day written notice to cancel service. Client agrees to indemnify and hold harmless ICUSA from and against any and all claims, actions, causes of actions, administrative or government action, losses or damages (including legal fees and expenses) arising from the usage by Client.

3. Client agrees to comply strictly with ICUSA's "Acceptable use Policy".

4. The use of any data or information received by Client or its customers from the utilization of the service to be provided by ICUSA is at Client and its customer's sole and absolute risk. ICUSA specifically disclaims and denies any responsibility for the completeness, accuracy or quality of information obtained through the services to be provided hereby.

5. Client shall ensure that its use of ICUSA network services shall not disrupt ICUSA, its associated networks or equipment forming part of the systems. Clients shall not transmit any communication where the meaning of the message, or its transmission or distribution, would violate any applicable law and regulation or would likely be offensive to the recipient thereof. No message may be mass distributed, "broadcast", or otherwise sent on an intrusive basis to any ICUSA user or to any directly or indirectly attached network. Use of ICUSA connection in a manner that is disruptive, damaging, unlawful, offensive, or intrusive as determined by ICUSA shall be considered a breach of this Policy and may result in cancellation of service.

6. Client has no authority, apparent or otherwise, to contract for, or on behalf of ICUSA, or in any other way legally bind ICUSA in any fashion, nor shall Client be authorized to make any representations about ICUSA or its services other than to reiterate to its customers ICUSA responsibilities as outlined in this agreement.

7. Account sharing is not allowed. ICUSA will terminate immediately and without compensation accounts which share the web space with others or subdivide and resell the web space. Subdivision of the web space into two or more web sites in not allowed even if the owner is the same.

8. Client agrees to pay for all set-up fees, monthly fees, and any optional fees by the due date specified. Client agrees that his or her credit card is to be billed for the charges mentioned, and that any changes to the credit card information must be updated with ICUSA. Client understands that non-payment will result in a "credit hold". During this "credit hold" period, the web site will be inaccessible and e-mail services will be stopped. The account will be removed from "credit hold" when the account is paid in full. Late payment charges may apply. Client acknowledges that all the information submitted on-line is true and correct to the best of his or her knowledge. Client agrees that the act of submitting an on-line subscription is equivalent to his or her signature.

9. ICUSA reserves the right to make changes to the above terms and conditions of this agreement upon thirty (30) days notice to Client, advising of the change and the effective date thereof. ICUSA has the right to change the price of the service with a thirty (30) day notice sent via e-mail only.

10. Each of the parties to this Agreement represents and warrants that it has full power to enter into this Agreement and that it hasn't assigned, encumbered, or in any manner transferred all or any portion of the claims covered by this Agreement.

11. Client shall indemnify, defend by counsel reasonably accepted by ICUSA, protect and hold ICUSA harmless from and against any and all claims, liabilities, losses, costs, damages, expenses, including consultants' and attorneys' fees and court costs, demands, causes of action, or judgments directly or indirectly arising out of or related to the web hosting and other services provided by ICUSA to the Client.

12. This Agreement constitutes the entire understanding and contract between the parties and supersedes any and all prior and contemporaneous, oral or written representations, communications, understandings and agreements between the parties with respect to the subject matter hereof, all of which representations, communications, understandings and agreements are hereby canceled to the extent they are not specifically merged herein. The parties acknowledge and agree that neither of the parties is entering into this Agreement on the basis of any representations or promises not expressly contained herein.

13. Nothing in this Agreement shall be construed as creating a joint venture, partnership, agency, employment relationship, franchise relationship or taxable entity between the parties, nor shall either party have the right, power or authority to create any obligations or duty, express or implied, on behalf of the other party hereto, it being understood that the parties are independent contractors vis-à-vis one another.

14. Any dispute arising under this agreement shall be resolved by binding arbitration in the city of Naples, Florida and under the rules of the American Arbitration Association.

15. If any provision of this Agreement shall be unlawful, void, or for any reason, unenforceable, it shall be deemed severable from, and shall in no way affect the validity or enforceability of, the remaining provisions of this Agreement, which shall remain valid and enforceable according to its terms.

16. This Agreement was entered into in the State of Florida and its validity, construction, interpretation and legal effect shall be governed by the laws and judicial decisions of the State of Florida applicable to contracts entered into and performed entirely within the State of Florida.

---

Acceptable Use Policy

In order to facilitate their contractual relationship the Client and ICUSA wish to define a working protocol of principles and policies and establish operating guidelines and acceptable standards of use of the Internet.

To this end the parties agree as follows:

ICUSA's services may only be used for lawful purposes. Transmission, distribution, or storage of any information, data or material in violation of law is prohibited. This includes, but is not limited to, material protected by copyright, trademark, trade secret, or any other statute.

Client may not use ICUSA's network as to attempt to circumvent user authentication or security of any host, network, or account. This includes, but is not limited to, accessing data not intended for the Client, logging into a server or account the Client is not expressly authorized to access, password cracking, probing the security of other networks in search of weakness, or violation of any other organization's security policy.

Client will avoid violation of certain generally accepted guidelines on Internet usage such as restrictions on mass mailings, mass advertisements, pirating or copying of software, mail bombing or other methods of attempting to deny service or access to other users, and attempts to violate security.

Client is responsible for validating the integrity of the information and data it receives or transmits over the Internet. ICUSA is not liable for the content of any communications or posting.

Client is required to protect the security of its Internet account and usage. The Client(s) password will be treated as private and confidential and not disclosed to or shared with any third parties.

ICUSA will not accept any Clients who publish pornographic images. If Client is found in violation, the Client's account will be terminated.

Clients will not be allowed to use excessive amounts of CPU processing on any of ICUSA's servers.

In some cases, an existing web site design and/or coding may not function correctly with ICUSA's servers. This usually has to do with a web site being scripted to work with a certain type of server or special server settings that are not required by ICUSA. ICUSA will not be held responsible for incompatible coding and may charge a fee if we are requested to fix the coding.

If Client chooses to have ICUSA transfer an existing website, you acknowledge that the site is ready to be moved without delay. The Client will supply ICUSA with a copy of the website via email or disk or the Client may FTP the web pages to our server directly. ICUSA will not be held responsible for lost web pages after the transfer had been made.