1.

Term

1. 1.1 This Agreement shall commence on the date Customer orders Services (the "Commencement Date") and shall remain in force for the period paid for by Customer.
2. 1.2 This Agreement shall be automatically renewed for a further term equivalent to the length of the original billing cycle unless Customer notifies Snap Hosting thirty (30) days before the end of the billing cycle that Customer wishes to cancel the account.

2.

100% Satisfaction Guarantee

1. 2.1 If within thirty (30) days of the Commencement Date Snap Hosting receives written notice from Customer stating that it is not 100% satisfied with the Services for any reason whatsoever, Customer will be reimbursed in full for all fees paid to Snap Hosting for Services, and Customer's account will be terminated.
2. 2.2 After the initial thirty (30) day period Customer may cancel services on 30 days notice for any reason whatsoever. Snap Hosting shall reimburse Customer for any fees pre-paid for unused months. If an annual hosting plan is cancelled early, Customer usage fees will be calculated at monthly, not discounted annual rates.
3. 2.3 Despite 2.1 and 2.2 above, Customer shall not be reimbursed for disbursements paid to third parties which may include but are not limited to the cost of domain registrations, website transfers, or other custom work specifically requested by Customer. If domain registration is included as part of an annual hosting package, the regular published cost of such domain registration will be deducted from the re-imbursement amount. Reimbursements will be rendered in the same manner in which payment was made, i.e. if payment was made by credit card, reimbursement will be made to the same credit card account.
4. 2.4 If this Agreement is terminated for any reason other than provided for in this section, all fees paid by Customer shall be non-refundable.

3.

99.9% Uptime Guaranty

1. 3.1 Snap Hosting guarantees server uptime of at least 99.9% of the time. based on trouble ticket time. The time of an outage is started when the trouble ticket is opened with the support department either online or by telephone. When support receives a call, support will verify that the customer's web and/or mail service is down. This information is recorded in the ticket. The clock starts when the ticket is opened; any outage time that occurs before the ticket is opened is not counted. The outage stops when the service is up and the trouble ticket is resolved.
2. 3.2 Service Availability Guarantee Process: A customer must open a trouble ticket with the support department while they are experiencing a service problem. A customer has five business days after the month of the non-conformance to request a credit. Non-conformance requests submitted outside this window will not be accepted.
3. 3.3 Snap Hosting will pay Customer compensation for the excess downtime calculated at twice the rate the Customer paid for the service for the duration of this excess downtime. Downtime due to Scheduled Maintenance shall not be eligible for compensation.
4. 3.4 For the purpose of section 3.3 above, "Scheduled Maintenance" shall mean any maintenance of the Snap Hosting servers, datacentre, network equipment or network connections supporting Customer's web, database, email or other contracted services (a) in respect of which Customer shall be notified 48 hours in advance, and (b) that is performed during a standard maintenance window on Saturdays and Sundays from 12:01 AM to 6 AM Eastern Standard Time. Notice of Scheduled Maintenance will be provided to Customer by email pursuant to provisions in section 22.
5. 3.5 Snap Hosting is not responsible for web site downtime due to Customer-generated web site file errors, coding errors, missing files, inaccurate DNS information entered by the Customer, expiry of Internet Domain Name Records, or other causes beyond the control of Snap Hosting.
6. 3.6 Snap Hosting does not represent or warrant to Customer that Customer will receive continual and uninterrupted service during the term of this Agreement. Snap Hosting is not responsible for Customer's data, files or programming and Snap Hosting recommends that Customer back-up all files to a master copy kept in an off-line and secure location.
7. 3.7 Snap Hosting backs up its servers on a daily basis, however this is not a guarantee of recovery of Customer files, data and Web-site in the event of server downtime or files inadvertently deleted by Customer.
8. 3.8 Snap Hosting maintains its servers regularly and installs upgrades and/or vendor-supplied patches when considered necessary. Installing patches may affect some of Customer's programming and Snap Hosting will assist Customer to correct any deficiencies arising from such interference, however Snap Hosting shall not be liable to Customer for any lack of function arising from the installation of patches or maintenance.

4.

Payment of Services

1. 4.1 Customer agrees to pay Snap Hosting all applicable fees for the Services selected by Customer.
2. 4.2 Payment is due and payable in advance either monthly or annually as selected by the Customer, and may be paid by VISA, MasterCard, or American Express credit card, PayPal, money order or cheque. Payments made by cheque must be received at least 10 days in advance of due date to allow for bank processing and clearing.
3. 4.3 Snap Hosting may amend the rates and/or charges for any future server usage and/or Services at any time without notice.

5.

Late Payment

1. 5.1 Snap Hosting imposes interest on the overdue accounts at the rate of one and one-half (1.5%) per cent per month for any account that is more than thirty (30) days past due. At thirty (30) days past due, Snap Hosting may in its sole discretion either terminate or lock Customer's account. Locked accounts will be unlocked only upon receipt of all due payments including accrued interest, plus a $50.00 re-instatement charge.

6.

Compliance with Law

1. 6.1 Customer shall use the Services offered by Snap Hosting in a manner consistent with all applicable local, provincial and federal laws and regulations.

7.

Prohibition of Publication of Certain Material

1. 7.1 Customer shall not knowingly or unknowingly submit to Snap Hosting for publication any material (including pictures, links, or any other content) which in the sole discretion of Snap Hosting contains:
   1. material which violates or infringes any copyright, trademark, trade secret, patent, statutory, common law or other proprietary rights of others;
   2. material that is libelous or slanderous;
   3. material which actively promotes hatred, including but not limited to racism or sexism;
   4. material which exploits children or animals in any way for gain (whether financial, sexual or otherwise);
   5. material which promotes activities which violate any laws, such as sites which promote hacking or cracking programs;
   6. any material which is or contains anything obscene or pornographic; or
   7. distribution lists to be used for unsolicited electronic mail or other mass electronic mailings.
2. 7.2 Due to the public nature of the Internet, all material submitted by Customer for publication is considered publicly accessible. Due to the volume of material submitted, Snap Hosting does not screen Customer's material submitted to Snap Hosting for publication. Snap Hosting's publication of material submitted by Customer does not create any express or implied approval by Snap Hosting of such material, nor does it indicate that such material complies with the terms of this Agreement.
3. 7.3 If at any time Snap Hosting discovers that Customer has submitted any of the material described in section 7.1 above for publication, Snap Hosting shall have the right to immediately terminate Customer's account without notice and without refund.
4. 7.4 Web sites which are found to contain child pornography will be terminated immediately and all files and account information will be turned over to the appropriate law enforcement authority.

8.

Modifications to Agreement and Services

1. 8.1 Snap Hosting retains the right to modify the terms and conditions of this Agreement at any time and/or to alter the Services provided pursuant to this Agreement at any time. Customer agrees to be bound by such changes effective upon posting of the revised Agreement or notice of changes to Services on the Snap Hosting web site. Customer shall review the Snap Hosting web site periodically to be informed as to such changes.

9.

Snap Hosting Right to Terminate

1. 9.1 Snap Hosting retains the right to terminate the services being provided to Customer immediately without notice and without refund upon breach of any of the terms of this Agreement by Customer.
2. 9.2 Snap Hosting may terminate this Agreement at any time by providing thirty (30) days written notice of termination to Customer.

10.

Limitation of Liability and Indemnity

1. 10.1 Any reference to Snap Hosting or to Customer in this section shall be deemed to include reference to the officers, directors, agents, employees, contractors and sub-contractors of Snap Hosting and Customer.
2. 10.2 Snap Hosting shall not be liable to Customer, for any costs, losses, claims, causes of action or damages, including loss of profit or consequential damages, arising directly or indirectly from the use of the Services or the inability to use Services provided pursuant to this Agreement.
3. 10.3 Except as expressly set forth in this Agreement Snap Hosting makes no warranties of any kind, whether express or implied, for the Services and equipment it is providing. In addition Snap Hosting disclaims any warranty of title, merchantability, non-infringement or fitness for a particular purpose.
4. 10.4 Snap Hosting's security efforts are consistent with or exceed industry practice in Canada; however the internet is not a fully secure medium and complete privacy, confidentiality and security cannot be guaranteed over the Internet. Customer acknowledges that Snap Hosting's Services may be accessed by, or disclosed to, other persons. Customer agrees that Snap Hosting shall not be responsible or liable for any costs, losses, claims, causes of action or damage, including loss of profit and consequential damages, which Customer or any other person may suffer in connection with communication of private, confidential or sensitive information through Snap Hosting's Services.
5. 10.5 In the event that Snap Hosting is found to be liable to Customer for any reason whatsoever, as a result of the provision of Services pursuant to this Agreement, Customer agrees that Snap Hosting's total liability shall be limited to the amount Customer paid for the Services pursuant to this Agreement.
6. 10.6 Customer agrees to defend, indemnify and hold Snap Hosting harmless from and against any and all claims, losses, liabilities and expenses (including lawyers' fees) related to or arising out of the Services provided to Customer pursuant to this Agreement, including without limitation claims made by third parties related to any false advertising claims, liability claims for products or Services sold by Customer, claims for patent, copyright or trade mark infringement, claims due to disruption or malfunction of Services provided hereunder, or claims arising out of any content submitted by Customer for publication by Snap Hosting, including any claims arising out of Snap Hosting's default or negligence.

b

Force Majeure

1. 11.1 The parties agree that neither party shall be responsible for damages caused by failure to perform its undertakings pursuant to this Agreement when such failure is caused by an event that is beyond the parties reasonable control and which cannot be reasonably foreseen or provided against, including but not limited to earthquake, labour unrest, changes in law, regulations or government policies, riots, war, fire, flood, epidemics, or acts of God.

12.

IP Addresses

1. 12.1 Snap Hosting maintains control of any and all IP numbers and addresses that may be assigned to Customer by Snap Hosting and reserves in its sole discretion the right to change or remove any and all IP numbers and addresses.

13.

Disruption

1. 13.1 Customer shall ensure that its use of Services shall not disrupt Snap Hosting, its agents, service providers and/or its associated networks or equipment forming part of the systems. Customers shall not transmit any communication where the meaning of the message, or its transmission or distribution, would violate any applicable law or 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 Snap Hosting user or to any directly or indirectly attached network. Use of a Snap Hosting connection in a manner that is disruptive, damaging, unlawful, offensive, or intrusive as determined by Snap Hosting in its sole discretion, shall be considered a breach of this Agreement and may result in immediate suspension or termination of Services without refund.
2. 13.2 Customer shall not use the web server for purposes for which it is not intended, such as non-website file backups or transfers, or otherwise store data on the web server which is not published.
3. 13.3 Snap Hosting retains the right to remove any files which in the sole discretion of Snap Hosting are deemed inappropriate for storage at the site.
4. 13.4 Snap Hosting retains the right to terminate Customer's account at any time, move the account to another location or change the security features at any time if Customer's use of the Services poses a threat in any way to Snap Hosting Services and/or the use of those Services by other clients of Snap Hosting.
5. 13.5 Snap Hosting retains the right to replace or change the equipment used for the Services at any time without notice.

14.

Unsolicited Email

1. 14.1 The Customer agrees that it will not use the Services to send unsolicited email or UseNet postings from any Snap Hosting account, through any Snap Hosting mail server, or from the Customer's website address or programming, including blanket emails, and that a violation of this provision may result in immediate suspension or termination of service.

15.

Transfer of Service

1. 15.1 Customer shall not transfer the Services to another party. Where a transfer of Service by Customer to another party is purported to have occurred, this original Agreement shall be deemed to be terminated and a new Agreement between Snap Hosting and the new party shall be deemed to have commenced.
2. 15.2 Snap Hosting may assign or transfer its rights and obligations pursuant to this Agreement to another party. Should Snap Hosting assign this Agreement to a new party, the new party shall be deemed to have taken over all responsibilities of Snap Hosting pursuant to this Agreement, and this Agreement shall remain in full force and effect.

16.

Right of Refusal

1. 16.1 Snap Hosting reserves the right to refuse Services to Customer, in the sole discretion of Snap Hosting, within thirty (30) calendar days of the Commencement Date. In the event Snap Hosting cancels Customer's Services, Snap Hosting agrees to refund all fees paid by Customer and Customer agrees that Snap Hosting shall not be liable for any damages incurred by Customer as a result of the refusal to provide Services.

17.

Disclosure and use of Registration Information

1. 17.1 Snap Hosting shall take all reasonable steps to preserve the confidentiality of information provided by Customer pursuant to Snap Hosting's privacy policy. However, Customer acknowledges that under certain circumstances it may be necessary for Snap Hosting to disclose Customer's information to third parties including to Canadian law enforcement agencies. Customer is referred to Snap Hosting's Privacy Policy posted on the Snap Hosting Web site for more information.
2. 17.2 Customer hereby irrevocably waives any and all claims or causes of action Customer may have, arising from any disclosure of information by Snap Hosting.

18.

Severability

1. 18.1 The parties agree that should any term or provision be declared invalid, unenforceable or prohibited by law, that term or provision shall be amended to comply with the applicable laws while maintaining as nearly as possible the original intentions of the parties, provided that if such term and provision cannot be amended, then the term or provision shall be severable from the rest of the Agreement, and all of the remaining terms and provisions of the Agreement shall remain unimpaired.

19.

Non-Agency

1. 19.1 Nothing contained in this Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties.

20.

Non-Waiver

1. 20.1 Any failure on the part of Snap Hosting to require performance by Customer of a provision of this Agreement shall not constitute a waiver of that provision nor shall it affect the right of Snap Hosting to require performance of any provision of this Agreement by Customer at any other time.

21.

Headings

1. 21.1 The section headings in this Agreement have been inserted for convenience only, and shall not be deemed to constitute a part of this Agreement or to affect the meaning or interpretation of this Agreement in any way.

22.

Notices

1. 22.1 Any notice or other communication to be provided to Snap Hosting pursuant to this Agreement shall be in writing and delivered via e-mail. In order to protect the Customer from fraud and the potential for sabotage, upon receipt of an email from Customer, Snap Hosting will send a request for confirmation email to the Customer's email address recorded in the administrative file. Valid notice shall only be deemed received by Snap Hosting when Customer replies to this Confirmation email. Alternatively, valid notice may be provided to Snap Hosting in writing with Customer's signature duly witnessed by a Notary Public and delivered by pre-paid mail or courier. In the case of mail, notice shall be deemed to have been given five (5) business days after mailing.

   Notice shall be provided to Snap Hosting at:

   By E-Mail: admin@xynapse.ca

   By Post or Courier:

   Xynapse Canada Inc. dba Snap Hosting
   1 First Canadian Place, Suite 350
   Toronto, ON M5X 1C1

   or

   Xynapse Canada Inc. dba Snap Hosting
   121 Dundas Street East
   Suite 202
   Belleville, Ontario, K8N 1C3

2. 22.2 Upon registration, Customer is required to provide Snap Hosting with an email address for contact purposes. Customer shall keep this email account active or shall immediately advise Snap Hosting of a change of email address so that Snap Hosting's records remain current, complete and accurate at all times. Snap Hosting shall provide notice pursuant to this Agreement to Customer at the email address specified by Customer upon registration, or as updated by Customer from time to time.
3. 22.3 Failure to advise Snap Hosting of any e-mail address changes may result in the immediate termination of this Agreement without notice and without refund.

23.

Entirety

1. 23.1 This Agreement is the complete Agreement between Snap Hosting and Customer regarding the provision of Services. This Agreement supersedes any prior verbal or written agreements and understandings.

24.

Governing Law

1. 24.1 This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario. The parties agree that any action relating to this Agreement shall be brought in Toronto, Ontario.

25.

Capacity

1. 25.1 Customer warrants and represents that Customer has the legal capacity to enter into this Agreement.

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