X5 Networks Enterprise Data Acquisition and IP Rotation Services

For good and valuable consideration, the sufficiency of which is acknowledged by you and the Company, also referred as X5 Networks, you hereby agree to become a subscriber to X5 Networks, and agree to be bound by all the terms and conditions set forth in this agreement (the "Agreement"). The parties to this Agreement are you, a person in individual cases or a representative of the company, referred hereinafter collectively as the Subscriber, and X5 Networks. Subject to the terms and conditions set forth in this Agreement, the Company agrees to provide to you all the privileges of subscription to X5 Networks available to a Subscriber in good standing. This Agreement is subject to change by Company at any time, and changes are effective upon notice to the Subscriber by e-mail, posting at or via hyperlink to x5.net, or by mail.

THE SERVICES GIVEN BY X5 Networks ARE INTENDED FOR USE EXCLUSIVELY BY CONSENTING ADULTS IN LOCATIONS WHERE THE SERVICES, MESSAGES AND OTHER COMMUNICATIONS PROVIDED BY X5 Networks DO NOT VIOLATE ANY COMMUNITY STANDARDS OR ANY FEDERAL, STATE OR LOCAL LAW OR REGULATION OF THE UNITED STATES OR ANY OTHER COUNTRY.

YOU HEREBY FURTHER AFFIRM AND WARRANT THAT YOU ARE CURRENTLY OVER THE AGE OF EIGHTEEN YEARS AND ARE CAPABLE OF LAWFULLY ENTERING INTO THIS AGREEMENT ON BEHALF OF THE ORGANIZATION YOU REPRESENT.

You agree to be personally liable and fully indemnify X5 Networks for any and all damages directly, indirectly and/or consequentially resulting from your attempted or actual use of X5 Networks alone, or with or under the authority of, any other person(s), including, without limitation, any governmental agency(ies), wherein such damages include, without limitation, all direct and consequential damages directly or indirectly resulting from use of X5 Networks including, but not limited to, damages resulting from loss of revenue, loss of property, fines, attorney's fees and costs, including, without limitation, damages resulting from prosecution and/or governmentally imposed seizure(s), forfeiture(s), and/or injunction(s).

Some or all of the following fees and charges may be incurred by the Subscriber:

a. Subscription Fees. The Subscriber is responsible for paying periodic subscription fees according to the then-current billing terms. Subscription fees are non-refundable. For your convenience and satisfaction, all monthly SUBSCRIPTIONs will automatically renew upon expiration unless your subscription is cancelled at least 60 days in advance. Last payment amount prior to cancellation will carry on during cancellation period regardless of usage.

b. Overage Fees. Client is responsible for keeping track of usage. Plan overages would be communicated to the client after current month. If overage pattern continues, overage fees will be charged at the rate of $685 per 1 million requests. Overage fees might be discounted by X5 Networks Corporation at its sole discretion if client has an ongoing relationship with company. Cancelled accounts would be required to pay full face value of previous 12 months of usage.

c. Other fees and/or charges for goods and services ordered at, through and/or from X5 Networks and its licensees.

d. Subscriptions that could not be automatically renewed or declined can be cancelled without further notice to the subscriber.

Subscriptions may not be assigned or transferred to any other person or entity. Subscriber must promptly inform Company of the following: changes in the expiration date of any credit card used in connection with X5 Networks; changes in home or billing address; and apparent breaches of security, such as loss, theft, or unauthorized disclosure or use of an ID or password. Until Company is notified, by e-mail or by telephone to X5 Networks' Customer Service Department at 1-800-784-5228, during normal business hours of a breach in security, the Subscriber will remain liable for any unauthorized use of X5 Networks. Upon request, Subscribers will be given access to billing records that support charges for use of the X5 Networks.

Payment for the services provided to you at and/or through X5 Networks may be made by automatic credit card or check debit and you hereby authorize Company and its agents to transact such payments on your behalf. You agree not to report as lost or stolen any credit card which you have used in conjunction with payment to X5 Networks, or as unauthorized any charge by X5 Networks, for any goods or services, including subscription, for which you do not have good reason to believe is, in fact, lost, stolen or unauthorized. You hereby agree that any such fraudulent reporting of a lost or stolen credit card used to obtain goods or services from X5 Networks or any fraudulent reporting of an unauthorized charge to X5 Networks on your credit card which has been made by you or anyone under your authority, at a time when a charge or other obligation for payment for goods and/or services to X5 Networks remains outstanding at the time of such fraudulent reporting, you shall be liable to X5 Networks for liquidated damages of $25,000.00. The liability for liquidated damages specified in this Paragraph shall not limit any other liability you may have for breach(es) of any other terms, conditions, promises and warranties set forth in this Agreement.

Subscription to X5 Networks may be terminated at any time, and without cause, by either Company or Subscriber upon notification of the other by electronic or conventional mail, or by telephone 60 days in advance except as in specified by article clause 8 which supersedes this clause. You agree to be personally liable for all charges incurred by you during or through the use of X5 Networks. Your liability for such charges shall continue after termination of your SUBSCRIPTION for any reason. All access information must be removed and use of X5 Networks must cease. 90-Days overdue payments would be handed over to a Collection Agency, at such a time in Company's discretion, and you will bear the cost of all fees incurred in the collection process.

Subscription to X5 Networks would be terminated without notice if the subscriber engages in unsolicited commercial email also known as SPAM. This clause would supersede and nullify all rights granted to the client as per this subscription agreement.

Subscribers are responsible for providing all computer and communications equipment necessary to gain access to X5 Networks.

Subject to the terms and conditions set forth herein, X5 Networks hereby grants you a limited, non-exclusive and non-transferrable license to use its servers to access internet and other software associated with authorized Subscriber use of X5 Networks which Company provides ("Services") during the period in which you are a current Subscriber in good standing. You may make no use of Services not expressly authorized herein or by prior express written authorization from Company. Prohibited uses, include, without limitation: (1) permitting other individuals to directly or indirectly use the Services; (2) modifying, translating, reverse engineering, decompiling, disassembling the Services (except to the extent applicable laws specifically prohibit such restriction); (3) renting, leasing, or transferring any rights in the Services; (4) making any other use of the Services. This license does not grant you any rights to any software enhancements or updates of any kind.

All intellectual property and other rights in and to any intellectual property content accessed through the Services is the property of the applicable content owner, which may be the Company, its parent(s), subsidiary or subsidiaries, licensee(s) and assign(s), or others, and may be protected by applicable copyright and/or other laws.

You agree all services provided to you by Company are provided on an "AS IS" basis, without warranties of any kind, including without limitation the warranties of merchantability, fitness for a particular purpose and non-infringement. The entire risk as to the quality and performance of the services provided by Company is borne by you. Should the Services provided by Company prove defective and/or cause any damage or inconvenience to you, you, and not Company, assume the entire cost and all damages which may result from any and all such defects. This disclaimer of warranty constitutes an essential part of the Agreement. Some states do not allow exclusions of an implied warranty, so this disclaimer may not apply to you and you may have other legal rights that vary from state to state or by jurisdiction. Under no circumstances and under no cause of action or legal theory, shall Company, its suppliers, licensees, resellers, or other subscribers, or their suppliers, licensees, resellers or subscribers be liable to you or any other person for any indirect, special, incidental, or consequential damages of any character including, without limitation, damages for loss goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages resulting from any use of Services of X5 Networks.

Company does not screen or endorse advertisements or communications submitted to x5.net by third-party licensees, advertisers, or subscribers for electronic dissemination through x5.net. Subscribers are therefore advised to use their own judgment to evaluate all advertisements and other communications available at or through the use of X5 Networks prior to purchasing goods and/or services described at x5.net or otherwise responding to any communication at X5 Networks.

Any liability of Company, including without limitation any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, alteration of, or use of records, whether for breach of contract, tortious behavior, negligence, or under any other cause or action, shall be strictly limited to the amount of SUBSCRIPTION fee paid by or on behalf of the subscriber to Company for the preceding month. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Company is not liable for damages resulting from disseminating, failing to disseminate, or incorrectly or inaccurately disseminating any services, data, advertisement or other communication at or through x5.net.

Company will under no conditions be responsible for your actions while using X5 Networks to access any destination web site, file, service or target or any other network resources including but not limited to the usage of internet protocols HTTP, HTTPS, FTP, TELNET, SMTP, or World Wide Web resources including but not limited to hypertext files, static or dynamic programs, images, scripts, content, artwork or any other network resources, ISPs, destinations through the intermediate use of X5 Networks servers. Under no circumstances and under no cause of action or legal theory, shall Company, its suppliers, licensees, resellers, or other subscribers, or their suppliers, licensees, resellers or subscribers be liable to you or any other person for any indirect, special, incidental, or consequential damages of any character including, without limitation, damages for loss goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages resulting from any use of Services of X5 Networks.

No warranty is made by Company regarding any information, services, materials or products provided through or in connection with the X5 Networks, and Company hereby expressly disclaims any and all warranties, including without limitation: 1) any warranties as to the availability, accuracy, or content of Materials, information, products, or services; 2) any warranties of merchantability or fitness for a particular purpose.

"x5.net" is a service mark of X5 Networks. All rights are reserved. All other logos and trademarks are the property of their respective owners.

If the Company should at any time provide any service which enables Subscribers to communicate with or otherwise share information with other Subscribers or persons providing any kind or service to Subscribers, you agree not to submit, publish, display, disseminate, or otherwise communicate any defamatory, inaccurate, abusive, threatening, offensive, or illegal material while connected to or otherwise directly or indirectly using X5 Networks or other services provided to you by Company. Transmission of such material or any material that violates any federal, state, or local law in the United States or anywhere else in the world, is strictly prohibited and shall constitute a material breach of this Agreement entitling Company to immediately terminate all rights to access to X5 Networks. You are solely responsible for all information which you submit, publish, display, disseminate or otherwise communicate through X5 Networks even if a claim should arise after termination of service. If the Company provides any such service described herein, you agree that all messages and other communications by you shall be deemed to be readily accessible to all other Subscribers who are authorized to access X5 Networks and agree that all such messages and other communications shall not be deemed to be private or secure. Regardless of whether the Company provides any type of service described herein, you agree that you have hereby been informed and noticed that any and all messages and other communications which you submit to Company directly or through X5 Networks can be read by the operators and/or other agents of Company, whether or not they are the intended recipient(s).

Subscriber is granted Non-Disclosure and Confidentiality Agreements by default as per use of Company Services. Separate Non-Disclosure And Confidentiality Agreements may be appended to this agreement by consent of both parties.

Notices from Company to Subscribers may be given by means of e-mail, by general posting on x5.net, or by conventional mail. Communications from you to the Company may be made by e-mail, conventional mail or telephone. All questions, complaints, or notices to Company may be sent in the following manner:

a. by means of the web site live help function; or

b. by telephone to Company's Customer Service Department during normal business hours to 1-800-784-5228.

This Agreement contains the entire agreement between the Subscriber and Company regarding Subscribers' use of X5 Networks, Materials and all materials directly and indirectly related thereto. This Agreement supersedes all prior written and oral understandings, writings, and representations and may only be amended upon notice by Company. This Agreement shall be governed by and construed under the laws of European Union and International Treaties of W.T.O. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. Unless otherwise explicitly stated, the provisions of this Agreement shall survive its termination.

This Agreement will be governed by and construed in accordance with the laws of the State of Delaware. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in New Castle County, State of Delaware and the parties hereby irrevocably consent to the jurisdiction and venue therein.