Smart Art Service Agreement

Last Updated: - November 3rd, 2005

THIS AGREEMENT FOR Smart Art (hereinafter referred to as "Smart Art") SERVICES (hereinafter referred to as the "Agreement") is made and effective as of the date of acceptance, by and between you, (hereinafter referred to as "Client") and Smart Art, a United Kingdom company.

WHEREAS, Smart Art owns, distributes and provides various products and services that enable entities to publish and maintain World Wide Web pages, including access to Control Panels, Smart Art Promotion, and the Smart Art services.

WHEREAS, client desires to utilise Smart Art's services to develop client's presence on the World Wide Web.

NOW THEREFORE, in consideration of the mutual promises set forth herein, the parties hereto agree as follows:

Exhibit A

1. Smart Art Services.

Smart Art agrees to provide to client services as set forth in Exhibit A (Smart Art Services).

2. Payment and invoicing.

2.1 In consideration of the performance of the Smart Art Services, Client shall pay Smart Art either monthly or annually in advance for hosting services the amount set for in Exhibit A as such exhibit is amended from time to time for the "Smart Art Services" during the term of this Agreement.

2.2 Client shall receive a confirmation letter via e-mail at the time Client contracts for the Smart Art services, which shall confirm the fees payable to Smart Art.

2.3 Client is responsible for all activities and charges resulting from Client's use of the Smart Art Services. Client agrees to pay all fees, bandwidth charges, surcharges, and other charges incurred by Client and set forth in the billing section of the client's Control Panel. Client acknowledges that no refunds will be given by Smart Art in the event that Client's account is terminated by Smart Art or Client mid-term. In the event of a breach of security, Client will remain liable for any unauthorised use of the Smart Art Services until Client notifies Smart Art by sending an e-mail with account information to sales@sart.co.uk.

2.4 Current rates for using the Smart Art Service may be obtained on our web site at www.sart.co.uk. Smart Art reserves the right to change fees, surcharges, monthly membership fees or to institute new fees at any time upon thirty (30) days' prior notice to customer. In addition, Smart Art may institute special trial offers, from time to time which shall be reflected in the confirmation letter sent to Client upon sign up. If Smart Art does not receive the full amount of Client's Smart Art account balance within thirty (30) days of invoice date, late payment compensation fees will apply of £40 for balances under £1,000, and £70 for balances over £1,000 but under £10,000, said late payment fees to then be charged every 30 days of account delinquency. Also, statutory interest of 12.5% p.a. (calculated daily) or highest amount allowed by law statutory interest charge will be added to Client's bill and shall be due and payable. Client shall also be liable for all lawyer and collection fees arising from Smart Art's efforts to collect any unpaid balance of Client's account(s) then Smart Art may terminate Client's account immediately without further notice to Client.

3. Responsibilities, Rights and Status of Smart Art.

3.1 Means of Performance. Smart Art shall provide Client with the Smart Art hosting services, as set forth on Exhibit A hereto. Smart Art has the right to control and direct the means, manner, and method by which the host services are performed. Smart Art shall perform the host services in a professional manner.

3.2 Support. Smart Art shall provide a reasonable level of technical support to Client via e-mail or Web page for the term of this Agreement.

3.3 Other Work. Smart Art has the right to perform and license products to others during the term of this Agreement. Smart Art may elect to electronically monitor the host services and may disclose any content or records to satisfy any law, regulation, or other governmental request or to properly operate host services and protect its Clients. Smart Art reserves the right to block any site hosted by Smart Art that contains any content that it deems in its sole discretion to be unacceptable or undesirable.

4. Responsibilities and Rights of Client.

4.1. Client Liaison. Client shall designate a contact person who shall act as a liaison between Client and Smart Art. Client certifies to Smart Art that he/she is not a minor. (A minor's parent or legal guardian may authorise a minor to use his/her account(s) under supervision.) Client agrees to provide Smart Art with accurate, complete and updated information required by the registration of the Smart Art host service (Client Registration Data), including Client's legal name, address, telephone number(s), and applicable billing data. Client agrees to notify Smart Art within thirty (30) days of any changes in Client Registration Data. Failure to comply fully with this provision may result in immediate suspension or termination of your right to use Smart Art Services.

4.2 Acceptance of Smart Art Services. Client shall have the right to evaluate the Smart Art Services as set forth in Exhibit A for a period of thirty (30) days after initiation of the Smart Art Services, at the charge, if any, set forth in Exhibit A or elsewhere offered by Smart Art and confirmed in the confirmation letter. If Client determines that any Smart Art Services do not reasonably satisfy the standards provided herein, then Client shall promptly notify Smart Art of such deficiency. Smart Art shall use commercially reasonable efforts to cure such deficiency. In the event Smart Art is unable to cure such deficiency, Client's sole and exclusive remedy shall be the refund of the amounts paid by Client under the Agreement, and the right to terminate this Agreement.

4.3 Fees and Expenses. Client shall be responsible for payment of all costs, fees and expenses assessed by third parties in the course of being provided Smart Art Services. Such costs include, but are not limited to, the fees required to register and maintain domain names, which is governed by a separate agreement between Client and a third-party domain name registrar.

4.4 Third-Party Software. Third-Party software available through the Smart Art Service may be governed by separate end user licenses. By using the Smart Art Services and the third-party software, you agree to be bound by the terms of such end user licenses regarding the applicable third-party software.

4.5 Advertising. Solicitation, and Name Harvesting. You may not use the Smart Art Services to send unsolicited advertising, promotional material, or other forms of solicitation to Smart Art clientele or other Internet users unless you receive the express permission of such individuals. You may not use means of unsolicited advertising to advertise a site hosted on the Smart Art Services. You may not use the Smart Art Services to collect or "harvest" user-names of Smart Art clientele or other Internet users without the expressed prior permission of the member. Smart Art reserves the right to block or filter mass e-mail solicitations sent from sites hosted on the Smart Art network.

4.6 Management of Site. Client shall be solely responsible for all content available on or through its site, and shall at all times be subject to the terms of this Agreement, Smart Art's then-standard Terms of Service (TOS) and any generally applicable guidelines and service standards published by Smart Art. Client warrants that its site hosted on the Smart Art network (I) will conform to the Smart Art TOS attached hereto as Exhibit B; (II) will not infringe and will not contain any content that infringes on or violates any copyright, U.S. patent or any other third-party right; and (III) will not contain any content which violates any applicable law, rule or regulation. Smart Art shall have no obligations with respect to the content available on or through any site hosted on the Smart Art network, including, but not limited to, any duty to review or monitor any such content. Smart Art reserves the right to block any site that violates any of the above-stated terms, or which in Smart Art's sole discretion, Smart Art deems objectionable or offensive, or otherwise violates a law or Smart Art policy, or, in the alternative, to terminate this Agreement in accordance with Section 7.3 herein.

5. Confidentiality and Proprietary Rights.

5.1 Confidentiality. Both parties acknowledge that: (1) the other party is the owner of valuable trade secrets, and other proprietary information and license same from others, (2) in the performance of the Smart Art Services, both parties shall receive or become aware of such information as well as other confidential and proprietary information concerning the other party's business affairs, finances, properties, methods of operation and other data (hereinafter collectively referred to as ("Confidential Information"), and (3) unauthorised disclosure of any Confidential Information would irreparably damage the owner or supplier of such Confidential Information.

5.2 Non-Disclosure. Both parties agree that, except as directed by the other party or as provided in this paragraph, neither party will at any time during or after the term of this Agreement and for a period of three (3) years after any such termination disclose any Confidential Information to any person or entity, or permit any person or entity to examine and/or make copies of any reports or any documents prepared by the other party or that come into the party's possession or under the party's control that relates to Confidential Information; and that upon termination of this Agreement, both parties will turn over to the other party all documents, papers, and other matter in such party's possession or under such party's control that contain or relates to such Confidential Information. Both parties shall notify the other party, prior to disclosure of the information to the other party, that it considers the information to be confidential. Confidential Information shall not include information that; (1) is already lawfully known to or independently developed by the receiving party; (2) is in the public domain through no fault of the receiving party; (3) is lawfully obtained from a third party without restrictions; or (4) is required to be disclosed by law, regulation or governmental order.

5.3 Injunctive Relief. Both parties acknowledge that disclosure of any Confidential Information by the other party will give rise to irreparable injury to the owner of such information, inadequately compensable in damages. Accordingly, either party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available.

5.4 Proprietary Rights. Unless otherwise specified, all work performed hereunder, is the property of Smart Art and all title and interest therein shall vest in Smart Art; provided however, that any content or materials supplied by Client shall remain the property of Client and its suppliers. To the extent that title to any such works may not, by operation of law, vest in Smart Art, all rights, title and interest therein are hereby irrevocably assigned to Smart Art. All such materials shall belong exclusively to Smart Art, and Smart Art shall have the right to obtain and to hold in its own name, copyrights, trademarks, registrations, or such other protection as may be appropriate to the subject matter; and any extensions and renewals thereof. Client agrees to give Smart Art and any person designated by Smart Art such reasonable assistance, at Smart Art's expense, as is required to perfect the rights defined in this paragraph.

6. Warranties/Indemnity.

6.1 Warranty. Client understands that except for information, products, or services clearly identified as being supplied by Smart Art, neither Smart Art not any of its affiliates operates or controls any information, products, or services on the Internet in any way and that, except for such Smart Art identified information, services or products, all merchandise, information, and services offered or made available or accessible on the Internet generally are offered or made available or accessible by third parties who are not affiliated with Smart Art or its affiliates. The terms and conditions for the use of the Control Panel and any other software/services provided by Smart Art are governed by the terms of each product's end user license.

ALL SOFTWARE MADE AVAILABLE IN CONJUNCTION WITH THE SMART ARTt SERVICES ARE PROVIDED ON AN "AS IS " BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SMART ART DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, REGARDING THE SMART ART SERVICES; INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. YOU UNDERSTAND THAT PORTIONS OF THE INTERNET CONTAIN MATERIALS THAT ARE UNEDITED, SEXUALLY EXPLICIT AND MAY BE OFFENSIVE TO YOU AND THAT YOUR ACCESS TO SUCH MATERIALS IS AT YOUR OWN RISK. SMART ART HAS NO RESPONSIBILITY FOR OR CONTROL OVER SUCH MATERIALS. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY SMART ART, ITS EMPLOYEES, LICENSERS, OR THE LIKE, SHALL CREATE A WARRANTY; NOR SHALL YOU RELY ON ANY SUCH INFORMATION OR ADVICE.

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL SMART ART OR ANYONE ELSE INVOLVED IN ADMINISTERING OR DISTRIBUTING THE SMART ART SERVICE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SMART ART SERVICES, SMART ART SOFTWARE INCLUDING BUT NOT LIMITED TO reliance on any information obtained, or stored, on the Smart Art network; or that result from mistakes, omissions, interruptions, deletion of files or e-mail, errors, defects, viruses, delays in operation or transmission, or any failure of performance, whether or not limited to acts of god, communications failure, theft, destruction, or unauthorised access to Smart Art records, programs, or services. Because some countries and/or states do not allow the exclusion or limitation of liability for consequential or incidental damages, IN SUCH COUNTRIES AND/OR STATES, SMART ART's LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

6.2 Indemnity. Each party will indemnify the other party from any and all third-party claims, demands, liabilities, costs or expenses, including reasonable attorneys' fees resulting from the indemnifying party's material breach of any duty, representation or warranty under this Agreement, except those resulting from the gross negligence or knowing or wilful misconduct of the other party. Such indemnity shall be conditional upon (1) prompt notification to the other party of any indemnifiable claim; (2) the indemnifying party's control of all settlement and other negotiations; and (3) the indemnified party's full co-operation with respect to such claim.

6.3 Limitation of Liability. Smart Art shall not be liable to Client for more than the aggregate amounts paid to Smart Art under this Agreement.

6.4 Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR LOST PROFITS.

7. Terms and Termination.

7.1 Term. This Agreement will become effective on the date indicated in the introductory paragraph of this Agreement, and will remain in effect for the term indicated in Exhibit A.

7.2 Termination. In the event of any material breach of this Agreement by either party, the other party may terminate this Agreement, by giving ten (10) days prior notice thereof (in writing by fax, mail or e-mail); provided, however, that this Agreement shall not terminate at the end of said ten (10) days notice period if the party in breach has cured the breach of which it has been notified prior to the expiration of said ten (10) days.

7.3 Either Client or Smart Art may terminate this Agreement at any time for any or no reason upon ten (10) days' written notice to the other party. Notwithstanding the foregoing, Smart Art may immediately block Client's site or immediately terminate Client's access to and use of the Smart Art Service and software; if at Smart Art's sole discretion, it deems any information contained in Client's site to violate Smart Art's TOS or to be otherwise objectionable or offensive or to violate the law, in accordance with Section 4.6 herein. Client's only right with respect to any dissatisfaction with any terms, rules, policies, guidelines, or practices of Smart Art in operating the Smart Art Service, any change in the content of the Smart Art Service, or any change in the amount or type of fees charged in connection with the Smart Art Service, is to terminate this Agreement by delivering notice to Smart Art, effective the day Smart Art receives notification of termination or any future date specified which is acceptable to Smart Art. Smart Art may terminate immediately any Client who misuses or fails to abide by this Agreement or the Smart Art TOS. Smart Art may terminate without notice Client's access to and use of the Smart Art Service and Software upon a breach of this Agreement. If Smart Art denies you access to the Smart Art Services, you shall have no right (1) to obtain any credit(s) otherwise due to you, and such any third-party providers of services, merchandise, or information on the Internet through Smart Art, and Smart Art shall have no responsibility to notify such third-party providers nor shall Smart Art have any responsibility for any damages that result from the lack of such notification.

7.4 Surviving Sections. The following paragraphs shall survive the termination of the Agreement: 5 (" Confidentiality and Proprietary Rights"), 6 ("Warranties/Indemnity") and 8 ("General").

8. General.

8.1 Assignment. Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, and any such attempted assignment shall be void. This Agreement shall be binding upon the parties' respective successors and permitted assigns.

8.2 Notices. Any notices or communication under this Agreement shall be in writing and shall be deemed delivered to the party receiving such communication at the address specified below(1) on the delivery date if delivered personally to the party, or a representative of the party; (2) one business day after deposit with a commercial overnight carrier, with written verification of receipt; (3) five business days after the mailing date, whether or not received, if sent by UK mail, return receipt requested; (4) on the delivery date if transmitted by confirmed facsimile.

If to Smart Art:

Smart Art
Oxford Chambers
High Street
Llandrindod Wells
Powys LD1 6AG

If to Client:

[ Name and address provided at account set-up. ]

8.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom, except with regard to it's conflict of law rules.

8.4 Modifications. No modifications, amendment, supplement to or waiver of this Agreement or any exhibit hereunder, or any of their provisions shall be binding upon the parties hereto unless made in writing and duly signed by both parties.

8.5 Waiver. A failure of either party to exercise any right provided for herein shall not be deemed to be a waiver of any right hereunder.

8.6 Severability. In the event any one or more of the provisions of the Agreement or any of any exhibit is invalid or otherwise unenforceable, the enforceability of remaining provisions shall be unimpaired.

8.7 Force Majeure. Neither party hereto shall be liable for failure to perform any obligation under; this Agreement if such failure is caused by the occurrence of any contingency beyond the reasonable control of such party, including without limitation, fire, flood, strike, and other industrial disturbance, failure of transport, accident, war, riot, insurrection, act of God or order of governmental agency. Performance shall be resumed as soon as possible after cessation of such cause. However, if such inability to perform continues for fifteen (15) days, the other party may terminate this Agreement without penalty and without further notice.

8.8 Independent Contractors. The parties to this Agreement are independent contractors. Neither party is an agent, representative, or partner of the other party. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such a relationship upon either party.

8.9 Entire Agreement. This Agreement sets forth the entire agreement, and supersedes any and all prior agreements of the parties with respect to the transactions set forth herein. Neither party shall be bound by, and each party specifically objects to, any term, conditions or other provisions which is different from or in which is proffered by the other party in any correspondence or other document, unless the party to be bound thereby specifically agrees to such provision in writing.

EXHIBIT B

General Terms of Service for Smart Art Clients

1. The Smart Art Service, as operated by Smart Art, is a collection of various products and services that enable entities to publish and maintain World Wide Web pages. The Smart Art Service is available for a fee to any client who wishes to utilise the service to develop their presence on the World Wide Web.

2. CAREFULLY READ the terms of this agreement which governs your use of the Smart Art Servers and Software and the Smart Art Service. Smart Art may modify this agreement at any time and in any manner. Any modification is effective immediately upon either a facsimile, electronic mail, or conventional mail notice. Your continued use of the Smart Art Service following notice of any modification to this agreement shall be conclusively deemed as acceptance of all such modification(s).

3. Smart Art grants to you a non-exclusive, non-transferable license to use and display the Smart Art Service and software on the web site which you desire to host on the Smart Art servers. The Smart Art Servers and software are owned by Smart Art and their structure and organisation constitute valuable trade secrets of Smart Art.

4. You understand that except for information, products or services clearly identified as being supplied by Smart Art, neither Smart Art nor any of its affiliates operates or controls any information, products, or services on the Internet in any way and that, except for such Smart Art-identified information, services, or products, all merchandise, information and services offered or made available or accessible on the Internet generally are offered or made available or accessible by third parties who are not affiliated with Smart Art or its affiliates. YOU EXPRESSLY AGREE that use of the Smart Art Service and Smart Art software are at YOUR SOLE RISK and YOU AGREE that any information, service, or product provided generally on the Internet is accessible to you WITHOUT WARRANTIES OF ANY KIND BY SMART ART AND ITS AFFILIATES, EITHER EXPRESSED OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, other than those warranties which are implied by and incapable of exclusion, restriction, or modification under the laws applicable to this agreement. YOU UNDERSTAND that portions of the Internet contain MATERIALS THAT ARE UNEDITED, SEXUALLY EXPLICIT AND MAY BE OFFENSIVE TO YOU AND THAT YOUR ACCESS TO SUCH MATERIALS IS AT YOUR RISK . SMART ART HAS NO RESPONSIBILITY FOR OR CONTROL OVER SUCH MATERIALS.

5. The Smart Art Service and the software are provided on an "AS IS", " AS AVAILABLE" basis WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, other than those warranties which are implied by and incapable of exclusion, restriction or modification under the laws applicable to this agreement. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY SMART ART, ITS REPRESENTATIVES, LICENSERS OR THE LIKE, SHALL CREATE A WARRANTY; NOR SHALL YOU RELY ON ANY SUCH INFORMATION OR ADVICE.

6. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL SMART ART, OR ANYONE ELSE INVOLVED IN MONITORING, ADMINISTERING, OR DISTRIBUTING THE SMART ART SERVICE OR SOFTWARE, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SMART ART SERVICE OR SOFTWARE INCLUDING, BUT NOT LIMITED TO, reliance on any information obtained on the Smart Art Service; or that result from mistakes, omissions, interruptions, deletion of files, e-mail, errors, defects, viruses, delays in operation, or transmission, or any failure of performance, whether or not limited to acts of god, communications failure, theft, destruction or unauthorised access of, or to, Smart Art records, programs or services. YOU HEREBY ACKNOWLEDGE that this PARAGRAPH 6 SHALL APPLY TO ALL CONTENT, MERCHANDISE OR SERVICES AVAILABLE THROUGH THE SMART ART SERVICE. Because some countries and/or states do not allow the exclusion or limitation of liability for consequential or incidental damages, IN SUCH STATES SMART ART LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

7. Either Client or Smart Art may terminate this Agreement at any time for any or no reason upon ten (10) days notice to the other party. Notwithstanding the foregoing, Smart Art may immediately block Client's site or immediately terminate Client's access to and use of the Smart Art Service and software, if, at Smart Art 's sole discretion, it deems any information contained in Client's site to violate Smart Art's TOS or to be otherwise objectionable or offensive or to violate the law. Client's only right with respect to any dissatisfaction with any terms, rules, policies, guidelines, or practices of Smart Art in operating the Smart Art Service, any change in the content of the Smart Art Service, or any change in the amount or type of fees charged in connection with the Smart Art Service, is to terminate this Agreement by delivering notice to Smart Art, effective the day Smart Art receives notification of termination or any future date specified which is acceptable to Smart Art. Smart Art may terminate immediately any Client who misuses or fails to abide by this Agreement. Smart Art may immediately terminate without notice Client's access to and use of the Smart Art Service Software upon a breach of this credit(s) otherwise due to you, and such credit(s) will be forfeited, (a) to access through Smart Art any materials stored on the Internet or (b) to access any third-party providers of services, merchandise or information on the Internet through Smart Art, and Smart Art shall have no responsibility to notify such third-party providers nor shall Smart Art have any responsibility for any damages that result from the lack of such notification.

8. Upon request of Smart Art, you agree to defend, indemnify, and hold harmless Smart Art, its officers, directors, employees, agents and licensees, from any claims and expenses, including reasonable attorney's fees, in connection with your use of the Smart Art Service and the Internet.

9. This Agreement shall be governed by the laws of the United Kingdom (excluding choice of law rules). This Agreement constitutes the entire agreement between you and Smart Art with respect to the Smart Art Service. Smart Art's failure to enforce any provision hereof shall not be construed as a waiver of any provision or right. In the event that a portion of this Agreement is held unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties and the remainder of the provisions shall remain in full force and effect.

10. Third-Party Software. Third-Party software available through the Smart Art Service may be governed by separate end user licenses. By using the Smart Art Service and the third-party software, you agree to be bound by the terms of such end user licenses regarding the applicable third-party software.

11. Advertising, Solicitation and Name Harvesting. You may not use the Smart Art Service to send unsolicited advertising, promotional material, or other forms of solicitation to other Clients unless you receive the expressed written permission of the Client. You may not use the Smart Art Service to collect or "harvest" screen names of other Clients without the expressed prior permission of the Client. Smart Art reserves the right to block or filter mass e-mail solicitations on or through the Smart Art Service.

12. Internet Conduct. Generally, the Internet consists of the following areas available through Smart Art; E-mail, Newsgroups, Gopher, and WAIS FTP, and the World Wide Web). The Internet is not owned or operated by, or in any way affiliated with Smart Art or any of its affiliates; it is a separate, independent network of computers and is not part of Smart Art. Your use of the Internet is solely at your own risk. When using the Internet and all of its components, Clients must conduct themselves responsibly according to the Internet's own particular code of conduct. Participating successfully on the Internet is really a matter of common sense. Although Smart Art does not control the Internet, your conduct on the Internet when using your Smart Art account is subject to Smart Art rules. Because Smart Art wants to be a good Internet citizen, it prohibits Clients from engaging in certain conduct on the Internet through or by means of Smart Art including the following: (1) Chain Letters. Chain letters are prohibited on Smart Art and are inappropriate on the Internet. Posting a chain letter to an Internet newsgroup (or via e-mail on the Internet) from your site may result in your Smart Art Services site being terminated.

(A) Commercial Communication. The vast majority of newsgroups and mailing lists on the Internet are not commercial in nature, and participants in such groups may object strongly to commercial postings, solicitations, or advertisements.

(B) Other Inappropriate Posts. Each newsgroup and mailing list on the Internet focuses on a particular set of topics and posts not related to these topics are not welcomed by the participants. We suggest that all Clients become familiar with the guidelines, themes, and culture of the specific newsgroups and mailing lists in which they wish to participate. Posting or distributing inappropriate material on or from your site (i.e. spamming or mail bombing) may result in suspension or termination of your Smart Art account.

(C) Copyright and Proprietary Materials. You should be aware that much of the Content available on the Internet is protected by copyright, trademarks, trade secrets and other rights of the independent third parties or their licensers who make such content available on the Internet. Clients use of such Content will be subject to the specific restrictions place on such Content by the owners or licensers of the Rights in such Content and all applicable laws and regulations. Transmitting to the Internet or posting on your site copyright or other material of any kind which is subject to rights of any person or entity without the express permission of the right's holder is prohibited and will result in termination of your Smart Art Service and possible civil and /or criminal liability.

(D) Offensive or Objectionable Material. Smart Art reserves the right to request you any material which Smart Art deems offensive, hurtful, or otherwise objectionable. Failure to do so may result in blocking your site or termination of the Agreement by Smart Art Services.

You understand that except for content, products or services expressly available at Smart Art's Web site, neither Smart Art nor any of its affiliates controls, provides, operates, or is responsible for any content, goods, or services available on the Internet. All such content, goods, and services are made accessible on the Internet by independent third parties and are not part of Smart Art or controlled by Smart Art. Smart Art neither endorses nor is responsible for the accuracy or reliability of such content, goods, or services available on the Internet, which are the sole responsibility of such independent third parties, and your use thereof is solely at your own risk. Neither Smart Art nor its affiliates shall be held responsible or liable, directly, or indirectly, for any loss or damage caused or alleged to have been caused by your use of or reliance on any content, goods or services available on the Internet or your inability to access the Internet or any site on the Internet. The foregoing provisions of this paragraph shall apply with equal force even where Smart Art features or displays a link with any particular Web site.

You should be aware that the Internet contains content, goods, and services that you may find obscene, improper, hurtful, or otherwise offensive and that may not be suitable for certain individuals or for minors who are accessing the Internet. Smart Art does not have the capability or right to monitor, or review, or restrict any content, goods, or services made available by third parties on the Internet, nor to edit or remove any such questionable content after posting on the Internet. In addition, you should be aware that the Internet provides access to users who are not part of Smart Art and whose conduct and communication may also be found harmful or offensive to clients or which would otherwise breach the Smart Art rules if they were subject to it. Smart Art and its affiliates specifically disclaim any responsibility for (and under no circumstances be liable for) any conduct, content, goods , and services available on or through the Internet (including without limitation any part of the Web).

Your use of the Internet is subject to all applicable local, state, national, and international laws and regulations, Without limiting the other rights available to Smart Art under Smart Art rules, Smart Art retains the right but not the obligation, in its sole discretion and without prior notice or liability, to restrict and/or terminate your access to the Internet and Smart Art if your use of the Internet violates any such laws or regulations, any prohibitions upon your conduct in connection with the Internet raised in this paragraph or otherwise restricts or inhibits any other user from enjoying the Internet or Smart Art.