Contract With Digitalnation For Web Hosting

MASTER SERVICES AGREEMENT


This Master Services Agreement (the "Agreement") is entered into as of __________, ______ ("the Effective Date") between digitalNation - a VERIO company --, Inc. ("digitalNATION - a VERIO company -"), and idmedical.com identified below ("Client"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:


1. PURPOSE OF AGREEMENT. digitalNATION - a VERIO company - provides Internet connectivity services (the "Bandwidth"), certain equipment used in Internet connectivity services (the "Hardware"), space in its business premises to store and operate such Hardware ("Space") and licensing of the associated operating system and web server (the "Software"), together comprising a dedicated server package (together the "Services"), digitalNATION - a VERIO company -- desires to provide Services to Client, and Client desires to receive and compensate digitalNATION - a VERIO company - for such Services.


2. SERVICE ORDERS.


2.1. Service Orders. The provision of Services pursuant to this Agreement shall be Initiated by Service Orders ("Service Orders") issued by Client describing the Bandwidth, Hardware, Space and Software that Client desires. Each Service Order will contain the prices, initial terms of Services and other Information designated in the Service order form. Client shall use the than current version of the Service Order form as designated by digitalNATION -- a VERIO company --. No Service Order shall be effective until accepted by digitalNATION -- a VERIO company --. The terms of this Agreement and Service Orders shall control Services to Client.


2.2. Termination. Client may terminate any Service Order by giving digitalNATION at least 30 days written notice prior to the recurring billing date (as referred to in Section 6.1) when Client desires Services to cease. If Client gives less than 30 days notice then Client will be billed for Services until the first recurring billing date which is at least 30 days after such notice. digitalNATION -- a VERIO company - may terminate any Service Order by giving at least 30 days prior written notice of the date of termination of Service. All amounts due from Client for the account to which the Service Order relates must be paid in order for Client to terminate a Service Order.


2.3. IP Addresses. digitalNATION - a VERIO company - may designate for Client's use on a temporary basis a reasonable number of Internet protocol Addresses ("IP Addresses") from the address space assigned to digitalNATION - a VERIO company - by the Internic. Client acknowledges that the IP Addresses are the sole property of digitalNATION - a VERIO company --, and are temporarily designated for Client's use as part of the Services, and are not portable as such term is sued by the Internic. digitalNATION - a VERIO company - reserves the right to change the IP Address designations at any time. digitalNATION - a VERIO company - shall use reasonable efforts to minimize inconvenience to Client resulting from such changes, and shall give Client reasonable notice of changes. Client agrees that it will have no right to use IP Addresses assigned to digitalNATION - a VERIO company - upon termination of this Agreement, and that any change in IP Addresses Client may need to make after termination of this Agreement shall be the sole responsibility of Client.


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3. SOFTWARE LICENSE AND RIGHTS


3.1. Operating System and Web Server Software License. During the term of a Service Order, digitalNATION - a VERIO company - grants Client a non-transferable, nonexclusive license to use the Software, in object code form only, for its internal needs, to be used solely on the Hardware provided, and solely in conjunction with the Services.


3.2. Software License Restrictions. Client agrees that it will not, directly or indirectly (and it will not allow others to):


3.2.1. copy the Software, except as in necessary to install on Hardware and for internal, archival purposes. In the event Client makes any copies of Software, Client shall reproduce all property notices on such copies;


3.2.2. reverse engineer, decompile, disassemble, modify or otherwise attempt to derive source code from the Software;


3.2.3. sell, lease, license, transfer, give possession of, or sublicense the Software or the documentation to others;


3.2.4. write or develop any derivative or other software programs, based, in whole or in part, upon the software or any Confidential Information (as defined in Section 9).


3.3. Proprietary Rights. Client shall not have any right, title, or interest in the Software, hardware, documentation, or any copyrights, patents or trademarks, embodied or used in connection therewith, except for the limited license to use provided in Sections 3.1 and 3.2.


4. SERVICE INTERRUPTIONS. During the term of a Service Order, Client shall have a Performance Guarantee for its servers, which is stated at http://www.dedicatedserver.com/servers/guarantee.php3, and is incorporated here by reference. Other than as provided for the Performance Guarantee, digitalNATION shall not be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of interruption or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the Services.


5. USER CONTENT AND CONDUCT. Client is solely responsible for the content of any postings, data or transmissions using the Services (the "Content"), or any other use of the Services by Client or by any person or entity Client permits to access the Services (a "User"). Client represents and warrants that neither it nor any User will use the services for unlawful purposes (including, without limitation, infringement of copyright or trademark, misappropriation of trade secrets, wire fraud, invasion of privacy, pornography, obscenity, defamation, and illegal use, transportation or sale of tobacco, controlled substances and firearms), or to interfere with, or disrupt, other network users, network services or network equipment. Disruptions include, without limitation, distribution of unsolicited advertising or chain letters, repeated harassment of other network users, wrongly Impersonating another user, falsifying one's network identity for improper, or illegal purposes, sending unsolicited mass e-mailings, propagation of computer viruses, and using the network to make unauthorized entry to any other machine accessible location, via the network. digitalNATION - a VERIO company may suspend or terminate Services immediately, without prior notice to Client. If digitalNATION - a VERIO company - believes, in good faith, that Client or a User is utilizing the Services for any such illegal or disruptive purpose. Client shall defend, indemnify, and hold harmless digitalNATION - a VERIO company - from and against all liabilities, judgments, claims, damages, settlements, expenses and costs (including reasonable attorneys' fees and litigation expenses) arising out of or relating to any and all claims by any person relating to use of the Services, including, but not limited to, use of the Services without consent of the Client.


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6. PRICING AND PAYMENT TERMS.


6.1. Payment Terms. The full amount of the Initial Cost as reflected in the Service Order, plus charges for the first billing period of Services, are due and payable to digitalNATION - a VERIO company - upon the acceptance of the Service Order. Thereafter, Client will pay in advance charges for each billing period. The recurring billing date shall be THE DATE THAT THE SERVER RELEASE NOTIFICATION IS E-MAILED OR FACES TO THE client. For accounts that are paid by credit card, Client authorizes digitalNATION - a VERIO company - to charge recurring billing on the recurring billing date, until Client gives written notice otherwise to digitalNATION - a VERIO company - or until the expiration or termination of a Service Order. Accounts that pay by check (limited to U.S. bank checks) will be faxed and mailed an invoice on the recurring billing date and payment is due immediately. digitalNATION - a VERIO company - will impose a charge for any check or other instrument which is returned for any reason by a financial institution. digitalNATION - a VERIO company - reserves the right to charge Client any sales, use, excise, and ad valorem, gross receipts, or any other tax or fees now or imposed, dire ...