HOSTING SERVICES TERMS AND CONDITIONS

PLEASE READ THE FOLLOWING HOSTING SERVICES TERMS AND CONDITIONS. BY SUBSCRIBING TO NAKED HOSTING’S SERVICES, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK “I ACCEPT,” OR CHECK THE APPROPRIATE BOX MANIFESTING YOUR INTENT TO BE BOUND BY THESE TERMS AND CONDITIONS AND CONTINUE WITH THE ACCOUNT SET-UP PROCESS. YOU SHOULD PRINT-OUT A COPY OF THIS AGREEMENT FOR FUTURE REFERENCE. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK THE “BACK” BUTTON ON YOUR BROWSER AND DO NOT SUBSCRIBE TO NAKED HOSTING’S SERVICES. NAKED HOSTING AGREES TO PROVIDE SERVICES TO YOU ONLY IF YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN.

This Hosting Services Terms and Conditions (“Agreement”) contains the complete and entire terms and conditions that apply to your use of Naked Hosting’s Services (as defined below). Naked Hosting may modify the terms of this Agreement, including the Fees (as defined below) at its sole discretion upon thirty (30) days’ notice to you. Your continued use of the Services after the effective date of such notice constitutes acceptance by you of such modifications.

1. SERVICES
At the time of initial registration, you will select from the list of available services the service plan(s) to which you wish to subscribe (“Services”). All subscriptions to Services are subject to acceptance by Naked Hosting. Your subscription to the Services will be deemed accepted by Naked Hosting when Naked Hosting delivers a confirmation of the subscription to you. Naked Hosting reserves the right to refuse to provide you with any Service for any reason. Naked Hosting also reserves the right to interrupt access to the Services to perform regular and emergency maintenance as needed. You may order additional services at any time, provided that you agree to pay the then-current fees for such additional services. All additional services shall be considered “Services” hereunder. All Services provided are subject to the terms and conditions of this Agreement.

2. DURATION OF AGREEMENT AND CANCELLATION POLICY
2.1 - The Initial Term shall begin upon confirmation of Customer's order or commencement of the Services to Customer and receipt of lawful funds. The term's length is chosen by customer and shall be indicated in the Order Form. After the Initial Term, this Agreement shall automatically renew for successive terms, equal in length to the Initial Term, unless terminated or canceled by either party as provided herein. During the Term, and other as specified herein, this agreement cannot be terminated by customer for any reason.

2.2 - This agreement may be terminated by either party anytime prior to the billing period ending cycle, 15th of each month. (Customers need to use the Cancellation Request Form at https://nakedhosting.com/cancel, or by Naked Hosting in the event of nonpayment by Customer or by Naked Hosting, at any time, without notice, if in Naked Hosting's sole judgment Customer has in any way breached this Agreement (Termination for Cause).

2.3 Naked Hosting may also terminate this agreement in its sole discretion at any time for any or no reason, by giving Customer 72 hours notice (Termination without Cause). No refunds will be issued.

2.4 - If Naked Hosting cancels this agreement pursuant to any of the terms outlined in this agreement, with the exception of Termination without Cause pursuant to paragraph 2.3, Naked Hosting shall not refund to Customer any fees paid or prepaid in advance of such cancellation and Customer shall be obligated to pay all fees and charges accrued prior to the effectiveness of such cancellation. In the event that Naked Hosting terminates the agreement for cause all prepaid hosting fees will be forfeited and are not refundable. Furthermore, due to the fact that damages are difficult to ascertain Customer consents that $150.00 per hosted domain and serviced package is reasonable.

2.5 - If prior to the end of the agreed on Term, Customer cancels the Services for any reason, or Naked Hosting terminates the Agreement due to Customer's breach of the Naked Hosting User Agreement or Acceptable Usage Policy, Customer will be charged a US$150.00 Breach-Of-Contract fee per domain package and per hosting account as liquidated damages. Client also forfeits any prepaid service fees. At no time shall customer receive a refund of any prepaid service fees.

2.6 - In the event a cancellation is necessary, you must cancel your account online at http://nakedhosting.com/cancel. This is the ONLY effective way to cancel your account. Any cancellation requests sent to or directed to Naked Hosting by email and/or phone and/or regular mail shall be null and void. You will receive an email cancellation confirmation for your recoreds. There is no cancellation fee. If cancellation is within the first 30 days you will be issued a full refund. For customers who registered a new domain name with the account and choose to cancel after three days of service, $15 will be deducted from the refund for the cost of the domain. You will maintain full ownership of the new domain after you have canceled your hosting with us. For customers who registered a domain with Naked Hosting at time of sign-up, if cancellation is after the first three days the domain will be released to the customer and Naked Hosting will no longer cover further registration fees.

3. PAYMENT.
The pricing for all Services (“Fees”) shall be Naked Hosting’s then-current pricing for such Services. The initial Fees for the Services selected by you shall be as provided in the initial on-line order form.

You agree to pay all Fees when due. At the time of registration, you must select a payment method. Naked Hosting reserves the right to contract with a third party to process all payments. Such third party may impose additional terms and conditions governing payment processing.

Naked Hosting's billing cycle is "anniversary" billing . The date you signed up is your billing date each terms thereafter. You will receive an invoice via e-mail 5 days prior ot your invoice date. Your invoice is due upon receipt. After 3 days you will receive a "reminder" notice". 5 days past due is grounds for account suspension or termination.

All Fees for Services are due upon receipt. If you do not pay all Fees when due, your account will be deemed past due. For any overdue amount of Fees, Naked Hosting will charge you interest at one and one-half percent (1.5%) or the highest rate allowed by applicable law, whichever is lower, of the unpaid amount, until paid. If payment of the Fees is not received within three (3) days of the payment due date, Naked Hosting may deactivate your password. If payment of the Fees is not received within five (5) days of the payment due date, Naked Hosting may withhold or suspend Services and may terminate this Agreement at its sole discretion. Suspension or termination of Services does not relieve you from your obligation to pay all accrued but unpaid Fees, including any interest which has accrued thereon.

You agree to pay any taxes, including personal property, value added, or sales taxes, resulting from your use of the Services. If Naked Hosting should receive less than full payment of the Fees due to taxes, bank charges, transfer fees, or the like, Naked Hosting will invoice you for the difference between payment received and the Fees due. You agree to pay all attorney and collection fees arising from our efforts to collect any past due Fees from you to the extent allowed by law.

4. CONTENT.
All services provided by Naked Hosting may only be used for lawful purposes.

The customer agrees to indemnify and hold harmless Naked Hosting from any claims resulting from the use of our services.

Use of our services to infringe upon any copyright or trademark is prohibited. This includes but is not limited to unauthorized copying of music, books, photographs, or any other copyrighted work. The offer of sale of any counterfeit merchandise of a trademark holder will result in the immediate termination of your account. To report copyright or trademark abuse

It is your responsibility to ensure that scripts/programs installed under your account are secure and permissions of directories are set properly, regardless of installation method. When at all possible, set permissions on most directories to 755 or as restrictive as possible. Users are ultimately responsible for all actions taken under their account.

5. PROPERTY RIGHTS.
As between you and Naked Hosting, Naked Hosting acknowledges that it claims no proprietary rights in or to the content (including without limitation, text, software, music, sound, audio visual works, motion pictures, photographs, animation, video and graphics) supplied by you for use on your web site (“Your Content”). You hereby grant to Naked Hosting a non-exclusive, worldwide and royalty-free license to copy, make derivative works, display, perform, use, broadcast and transmit on and via the Internet Your Content, solely for the benefit of you and in accordance with Naked Hosting’s performance of its obligations hereunder.

In connection with performance of the Services and at the sole discretion of Naked Hosting with no obligation, Naked Hosting may provide you with certain materials, including, without limitation, computer software (in object code or source code form), data, documentation or information developed or provided by Naked Hosting or its suppliers under this Agreement, domain names, electronic mail addresses and other network addresses assigned to you, and other know-how, methodologies, equipment, and processes used by Naked Hosting to provide you with the Services to Client (“Host Materials”). Subject to the terms and conditions of this Agreement, Naked Hosting hereby grants you a limited, revocable, non-transferable, non-exclusive license to use the Host Materials solely in connection with the Services. As between you and Naked Hosting, you acknowledge and agree that Naked Hosting owns all right, title, and interest or otherwise has acquired all applicable licenses for the Host Materials, and all copyright, trade secret, patent, trademark and other intellectual property rights therein. Any use of the Host Materials is not licensed and strictly prohibited. You agree that you will not upload, transmit, reproduce, distribute or in any way exploit any Host Materials obtained through the Services without first obtaining the express written permission to do so from Naked Hosting.

This Agreement does not constitute a license to use Naked Hosting’s trade names, service marks or any other trade insignia. Any use of any of Naked Hosting’ trade names, services marks or any other trade insignia shall be subject to Naked Hosting’ prior written consent.

6. NO WARRANTIES.
YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE AND EXCLUSIVE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS, WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. NAKED HOSTING EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NAKED HOSTING MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES NAKED HOSTING MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT DEFECTS IN ANY SOFTWARE, HARDWARE OR THE SERVICES WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY USE YOU MAKE OF ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.

NAKED HOSTING MAY MAKE THIRD-PARTY GOODS, SERVICES AND/OR SOFTWARE AVAILABLE TO YOU THAT ARE NOT PART OF THE SERVICES (“THIRD-PARTY SERVICES”). NAKED HOSTING HAS NO CONTROL OVER THE CONTENT OF THIRD-PARTY SERVICES. USE OF ANY THIRD-PARTY SERVICES WILL BE AT YOUR OWN AND SOLE RISK AND SUBJECT TO THE TERMS AND CONDITIONS OF A SEPARATE AGREEMENT BETWEEN YOU AND THE THIRD-PARTY.

NAKED HOSTING MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NAKED HOSTING OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY, WHETHER BY IMPLICATION, ESTOPPEL OR OTHERWISE.

UNLESS OTHERWISE AGREED TO IN WRITING, NAKED HOSTING DOES NOT MAKE A BACK-UP OF YOUR SITE(S) AS PART OF THE SERVICES. ACCORDINGLY, WE ENCOURAGE YOU TO MAKE A BACK-UP OF YOUR SITE(S) ON A REGULAR BASIS.

7. LIMITATION ON LIABILITY.
YOU ARE SOLELY RESPONSIBLE FOR THE PROPER OPERATION OF YOUR WEB-SITE AND/OR CONDUCT OF YOUR BUSINESS AND ALL OTHER MATTERS UNDER YOUR CONTROL. IN NO EVENT SHALL NAKED HOSTING BE LIABLE TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO YOUR OPERATION OF YOUR WEB-SITE AND/OR BUSINESS OR FAILURE TO OPERATE YOUR WEB-SITE AND/OR BUSINESS.

THIS SECTION APPLIES TO ALL CLAIMS BY YOU OR YOUR END USERS IRRESPECTIVE OF THE CAUSE OF ACTION UNDERLYING THE CLAIM, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, STRICT LIABILITY, FRAUD, AND/OR MISREPRESENTATION.

REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, YOU AGREE THAT IN NO EVENT WILL NAKED HOSTING, OUR AFFILIATES, CONTRACTORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OR LICENSORS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICES, TECHNOLOGY, OR CONTENT AVAILABLE ON THE SERVICES (“AFFILIATES”), BE LIABLE TO YOU IN ANY MANNER WHATSOEVER: (A) FOR ANY DECISION MADE OR ACTION OR NON-ACTION TAKEN BY YOU IN RELIANCE UPON THE INFORMATION PROVIDED THROUGH THE SERVICES; (B) FOR LOSS OR INACCURACY OF DATA OR, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (C) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUES, LOSS OF PROFITS OR LOSS OF REPUTATION, FOR BUSINESS INTERRUPTION OR SIMILAR ACTION, EVEN IF NAKED HOSTING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE TOTAL AGGREGATE AND MAXIMUM LIABILITY OF NAKED HOSTING AND THE AFFILIATES, ARISING FROM OR OTHERWISE RELATING TO THIS AGREEMENT (REGARDLESS OF THE FORM OF ACTION OR CLAIM) IS LIMITED TO ANY AMOUNTS YOU HAVE PAID TO NAKED HOSTING DURING THE SIX (6) MONTHS PRIOR TO THE ACCRUAL OF THE CAUSE OR CAUSES OF ACTION.

8. INDEMNIFICATION.
You agree to defend, indemnify, and hold Naked Hosting and its Affiliates harmless from and against any and all claims and liabilities, including reasonable attorneys’ and experts’ fees, related to or arising from (a) any breach of your covenants under this Agreement; (b) your use of the Services; (c) all conduct and activities occurring under your user ID and password; (d) any item or service sold or advertised in connection with Your Content or your information and data; (e) any defamatory, libelous or illegal material contained within Your Content or your information and data; (f) any claim or contention that Your Content or your information and data infringes any third party’s patent, copyright or other intellectual property rights or violates any third party’s rights of privacy or publicity; (g) third party’s access or use of Your Content or your information and data; (h) any violation of the applicable Acceptable Use Policy; (i) to the extent applicable, Your Content complies with Title 18, U.S.C. s. 2257 and that all models depicted in the Your Content are over the age of eighteen (18); (j) Your Content does not contain any images which constitute child pornography, obscenity, bestiality, actual depictions of violence, or are otherwise illegal in the United States of America; and (k) all representations and reproductions of any aspect of the likeness of actual people in the Your Content have been duly authorized and permitted by the persons depicted. Naked Hosting reserves the right, at its own expense, to participate in the defense of any matter otherwise subject to indemnification from you, but shall have no obligation to do so. You shall not settle any such claim or liability without the prior written consent of Naked Hosting, which shall not be unreasonably withheld.

9. TERM AND TERMINATION.
This Agreement shall be effective for as long as you use the Services. Either you or Naked Hosting may terminate this Agreement, with or without cause, upon thirty days notice to the other party. In addition to Naked Hosting’s’ right to terminate this Agreement provided elsewhere in this Agreement, Naked Hosting may terminate this Agreement immediately if, based on Naked Hosting’ sole judgment, it determines that you have (a) breached the applicable Acceptable Use Policy, (b) infringed or violated any intellectual property right or privacy or publicity right of a third party, or (c) not complied with Title 18, U.S.C. s. 2257, or that any of the Your Content contains images which constitute child pornography, obscenity, bestiality, actual depictions of violence, or are otherwise illegal in the United States of America.

The termination of this Agreement will terminate your access to the Services and your license to the Host Materials. Naked Hosting shall not be liable to you or to any third party for termination of the Services for any reason. The termination of this Agreement does not relieve you of your obligation to pay any Fees accrued or payable to Naked Hosting prior to the effective date of termination of this Agreement.

Upon termination of this Agreement, Naked Hosting reserves the right to maintain copies of your data files and records for archival purposes. Naked Hosting reserves the right to impose an early termination charge for all Services terminated prior to the last day of the billing cycle.

Upon termination of this Agreement, provisions that by their nature would be expected to survive termination shall survive and remain in full force and effect in accordance with their terms.

10. GENERAL PROVISIONS.
A. Governing Law. This Agreement and all matters arising out of or otherwise relating to this Agreement shall be governed by the laws of the State of Nevada, excluding its conflict of law provisions. The parties hereby submit to the personal jurisdiction of the state and federal courts of the State of Nevada. Exclusive venue for any litigation permitted under this Agreement shall be with the state and federal courts located in Clark County, Nevada.

B. Arbitration. If there is a dispute between the parties arising out of or otherwise relating to this Agreement, the parties shall meet and negotiate in good faith to attempt to resolve the dispute. If the parties are unable to resolve the dispute through direct negotiations, then, except as otherwise provided herein, either party may submit the issue to binding arbitration in accordance with the then-existing Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted in Clark County, Nevada and conducted by a single arbitrator, knowledgeable in Internet and e-Commerce. Except as provided below, the party bringing the action shall be responsible for paying all costs for arbitration, including the arbitrator’s fees. Each party shall bear its own attorneys’ fees (except if the matter is for the collection of a debt owed, the prevailing party shall be awarded its attorneys fees, all arbitration costs and arbitrator fees, in addition to all other applicable remedies). The arbitrator shall have no authority to award any punitive or exemplary damages; certify a class action; add any parties; vary or ignore the provisions of this Agreement, and shall be bound by governing and applicable law.

C. Assignment. The rights and liabilities of the parties hereto will bind and inure to the benefit of their respective assignees, successors, executors, and administrators, as the case may be. Neither this Agreement nor any rights granted hereunder may be sold, leased, assigned or otherwise transferred, in whole or in part by you.

D. Severability. If for any reason a court of competent jurisdiction or arbitrator finds any provision of this Agreement, or any portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible and the remainder of this Agreement will continue in full force and effect.

E. No Waiver. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision, and no waiver of one breach will constitute a waiver of subsequent breaches of the same or of a different nature.

F. Complete Agreement. This Agreement (including the Acceptable Use Policy and Privacy Policy) constitute the entire agreement between the parties with respect to the Services, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this Agreement will be binding unless in writing and signed by a duly authorized representative of both parties.

G. Relationship Between the Parties. Naked Hosting is an independent contractor; nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties.

H. Headings. Section and subsection headings of this Agreement are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof

I. Force Majeure. Naked Hosting shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond its reasonable control, including but not limited to: acts of God; war, riot, embargoes, acts of civil or military authority, or terrorism; fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; fiber cuts; strikes, or shortages in transportation, facilities, fuel, energy, labor or materials; failure of the telecommunications or information services infrastructure; hacking, SPAM, or any failure of a computer, server or software, including Y2K errors or omissions, for so long as such event continues to delay Naked Hosting’s performance.

J. Export. You understand and acknowledge that the software elements of the Host Materials may be subject to regulation by agencies of the U.S. Government, including the U.S. Department of Commerce, which prohibits export or diversion of software to certain countries and third parties. You will not assist or participate in any such diversion or other violation of applicable U.S. laws and regulations. You warrant that you will not license or otherwise permit anyone not approved to receive controlled commodities under applicable U.S. laws and regulations and that you will abide by such laws and regulations.

K. Government Rights. The software elements of the Host Materials have been developed at private expense and is “commercial computer software” or “restricted computer software” within the meaning of the FARs, the DFARs, and any other similar regulations relating to government acquisition of computer software. Nothing contained herein will be deemed to: (i) grant any government agency any license or other rights greater than are mandated by statute or regulation for commercial computer software developed entirely at private expense, or (ii) restrict any government rights in any extensions or custom solutions provided hereunder and developed at government expense.

L. Notices Electronic Communications. All notices permitted or required under this Agreement may be sent by e-mail, fax, express mail, mail, or registered mail to the e-mail address, fax number, or address most recently provided and will be effective upon transmission. Evidence of successful transmission shall be retained. Each of us may communicate with the other by electronic means as described in this Agreement. Each of us agrees to the following for all electronic communications: (i) The user identification of a sender, contained in an electronic communication, is legally sufficient to verify the sender’s identity and the communication’s authenticity; (ii) An electronic communication sent by you containing your user identification establishes you as its originator and has the same effect as a document with your written signature on it; and (iii) An electronic communication, or any computer printout of it, is valid proof of the validity of the original document of the electronic communication.

Last Revised 01/26/08
Naked Hosting Confidential & Proprietary