USER AGREEMENT This User Agreement ("Agreement") is an agreement between ONSTART, Inc. ("ONSTART"), a Louisiana corporation, and the party set forth in the related order form incorporated herein by reference (together with any subsequent order forms submitted by Customer, the "Order Form"), and applies to the purchase of all services (collectively, the "Services") ordered by Customer on the Order Form or directly from ONSTART. Such party is referred to in this Agreement as "Customer" or "you". PLEASE READ THIS AGREEMENT CAREFULLY.  YOUR USE OF THE SERVICES CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. Activation of the Services shall indicate ONSTART's acceptance of this Agreement. Subject to the terms and conditions of this Agreement, ONSTART will provide to Customer the Services selected by Customer set forth on the Order Form, Confirmation email or direct communication with ONSTART for services purchased directly. 1. Usage Policy A. GENERAL TERMS Under this Agreement, Customer shall comply with the foregoing provisions of this section, hereinafter referred to as the "Usage Policy." Customer hereby acknowledges that it has reviewed the Usage Policy and agrees to comply with its terms. ONSTART does not intend to systematically monitor the content which is submitted to, stored on or distributed or disseminated by Customer via the Service (the "Customer Content"). Customer Content includes content of Customer's customers and/or users of Customer's website. Accordingly, under this Agreement, you will be responsible for your customers content and activities on your website. Notwithstanding anything to the contrary contained in this Agreement, ONSTART may immediately take corrective action, including removal of all or a portion of the Customer Content, disconnection or discontinuance of any and all Services, or termination of this Agreement in the event of any single violation by Customer of the Usage Policy. In the event ONSTART takes corrective action due to a violation of the Usage Policy, ONSTART shall not refund to Customer any fees paid in advance of such corrective action. Customer hereby agrees that ONSTART shall have no liability to Customer or any of Customer's customers due to any corrective action that ONSTART may take (including, without limitation, disconnection of Services). Advance notice of a violation of the Usage Policy is not required prior to corrective action, and any advance notice given to Customer by ONSTART shall not constitute a waiver or revision of any provision of this Agreement. ONSTART’s decision not to immediately implement corrective action shall not constitute a waiver or revision of any provision of this Agreement, including but not limited to ONSTART’s right under this Agreement to take corrective action following any single violation by Customer of the Usage Policy. B. MEMBER CONDUCT Customer hereby acknowledges that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not ONSTART, are entirely responsible for all Content that you upload, post or otherwise transmit via the Service. ONSTART does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. You agree to not use the Service to: (a) upload, post or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (b) harm minors in any way; (c) impersonate any person or entity, including, but not limited to, an ONSTART official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity; (d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service or develop restricted or password-only access pages, or hidden pages or images (those not linked to from another accessible page); (e) upload, post or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (f) upload, post or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (g) upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas of the Service that are designated for such purpose; (h) upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (i) disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges; (j) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; (k) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law; (l) "stalk" or otherwise harass another; (m) promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, but is not limited to, providing instructions on how to assemble bombs, grenades and other weapons, and creating "Crush" sites; (n) use your home page (or directory) as storage for remote loading or as a door or signpost to another home page, whether inside or beyond ONSTART; C. COMPLIANCE WITH ALL APPLICABLE LAWS. Customer hereby warrants that it will at all times act in compliance with all applicable laws, statutes, ordinances, codes, regulations and treaties. Recognizing the global nature of the Internet, Customer agrees to comply with all local rules regarding online conduct and acceptable Content. Specifically, Customer agrees to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. 2. Amendment ONSTART may amend, modify or update this Agreement, including the Usage Policy, at any time in its sole discretion, and Customer shall be bound by any such amendment, modification or update. Any modification is effective on the earlier of two days after posting on ONSTART's website or two days after the sending of a notice by ONSTART to Customer by e-mail or conventional mail to the e-mail or physical address supplied by Customer. If any material modification to this Agreement is unacceptable to you, you may terminate your subscription as provided in Section 3. However, if you do not terminate the Agreement, or if you continue to use the Services following effectiveness of the modification, your continued use will shall constitute your acceptance of any modifications. ONSTART reserves the right to amend its service offerings and add, delete, suspend or modify the terms and conditions of the Services at any time and from time to time, and to determine whether and when any such changes apply to both existing and future customers. 3. Term; Termination; Cancellation Policy The initial term of this Agreement shall be as set forth in the Order Form (the "Initial Term") or Confirmation email for orders placed directly. The Initial Term shall begin upon commencement of the Services to Customer. After the Initial Term, this Agreement shall automatically renew for successive terms of equal length as the Initial Term, unless terminated or cancelled by either party as provided in this section. The Initial Term and all successive renewal periods shall be referred to, collectively, as the "Term". This Agreement may be terminated (i) by either party upon the giving the other party 30 days prior written notice (subject to an early cancellation fee as provided below), (ii) by ONSTART in the event of nonpayment by Customer, (iii) by ONSTART, at any time, without notice, if, in ONSTART's judgment, Customer is in violation of any term or condition of the Usage Policy or if Customer's use of the Service disrupts or, in ONSTART's judgment, could disrupt, ONSTART's business operations and (iv) by ONSTART in accordance with Sections 1, 9, and 10 of this Agreement. If you cancel this Agreement prior to the end of the Term, (i) you shall be obligated to pay all fees and charges accrued prior to the effectiveness of such cancellation, (ii) ONSTART shall refund to you all pre-paid fees for basic hosting services (shared, dedicated and/or managed) for the full months remaining after effectiveness of cancellation (i.e., no partial month fees shall be refunded), less any setup fees and any discount applied for prepayment, (iii) you shall be obligated to pay 100% of all charges for all Services for each month remaining in the Term (other than basic hosting fees as provided in (ii) above) and (iv) ONSTART shall have the right to charge you an early cancellation fee of $25.00. Any cancellation request shall be effective 30 days after receipt by ONSTART, unless a later date is specified in such request. If ONSTART cancels this Agreement prior to the end of the Term, ONSTART shall not refund to you any fees paid in advance of such cancellation and (i) you shall be obligated to pay all fees and charges accrued prior to the effectiveness of such cancellation, (ii) you shall be obligated to pay 100% of all charges for all Services for each month remaining in the Term and (iii) ONSTART shall have the right to charge you an early cancellation fee of $25.00. 4. Billing and Payment All fees for the Services shall be in accordance with ONSTART's fee schedule then in effect, the terms of which are incorporated herein by reference, and shall be due at the times provided therein. A $15.00 late fee will apply to accounts past due more than thirty (30) calendar days from the due date. ONSTART may, with 30 days notice to Customer, amend the Services and/or the rates and fees it charges for the Services. Any modification of the Services and/or the rates and fees is effective on the earlier of two days after posting on ONSTART's website or two days after the sending of a notice by ONSTART to Customer by e-mail or conventional mail to the e-mail or physical address supplied by Customer. Fees for renewal periods after the Initial Term shall be due and owing immediately upon the first day of such renewal period. ONSTART may impose a debt service charge equal to one and one-half percent (1.5%) of the overdue balance (or such lesser amount as may be required by law) for each month or fraction thereof the overdue amount remains unpaid. In addition, in the event that any amount due ONSTART remains unpaid twenty (20) days after such payment is due, ONSTART, in its sole discretion, may immediately terminate this Agreement, and/or withhold or suspend Services. There will be a $50.00 charge to reinstate accounts that have been suspended or terminated. All taxes, fees and governmental charges relating to the Services provided hereunder (other than income taxes of ONSTART) shall be paid by Customer. Customer agrees that ONSTART may pre-charge Customer's fees for the Services to the credit card supplied by Customer during registration. Returned checks will be assessed a $20.00 charge. Wire transfers will be assessed a $30.00 charge. 5. Special Provisions Applicable to Resellers ONSTART from time to time may offer reseller programs which will permit Customers to resell certain of ONSTART's products and services, and be eligible for certain discounts, services and other promotions. A Customer that participates in a reseller program is referred to herein as a "Reseller". To be eligible to participate in a reseller program, the Reseller may be required to meet certain requirements as provided in such reseller program. If you are a Reseller, the terms and conditions in this section (in addition to any terms or conditions contained in the reseller program) are applicable to you. As a Reseller, you are ONSTART's Customer. A Reseller shall be deemed, and is the "Customer" for all purposes under this Agreement, including the Usage Policy. When you resell the Services, the purchaser of those resold services must agree to the terms of this Agreement, including the Usage Policy, and becomes ONSTART’S Customer. As a Reseller, you are authorized to resell the Services identified in the applicable reseller program on a non-exclusive basis. ONSTART reserves the right to market and sell its products and services through its own employees, other resellers and other representatives and retailers that may compete with you. The terms and conditions of such other relationships may differ from the terms of this Agreement and the reseller program, and may be better. 6. ONSTART as Reseller or Licensor ONSTART is acting only as a reseller or licensor of the hardware, software and equipment used in connection with the products and/or Services that were or are manufactured or provided by a third party ("Non-ONSTART Product"). ONSTART shall not be responsible for any changes in the Services that cause the Non-ONSTART Product to become obsolete, require modification or alteration, or otherwise affect the performance of the Services. Any malfunction or manufacturer's defects of Non-ONSTART Product either sold, licensed or provided by ONSTART to Customer or purchased directly by Customer used in connection with the Services will not be deemed a breach of ONSTART's obligations under this Agreement. Any rights or remedies Customer may have regarding the ownership, licensing, performance or compliance of Non-ONSTART Product are limited to those rights extended to Customer by the manufacturer of such Non-ONSTART Product. Customer is entitled to use any Non-ONSTART Product supplied by ONSTART only in connection with Customer's permitted use of the Services. Customer shall use its best efforts to protect and keep confidential all intellectual property provided by ONSTART to Customer through any Non-ONSTART Product and shall make no attempt to copy, alter, reverse engineer, or tamper with such intellectual property or to use it other than in connection with the Services. Customer shall not resell, transfer, export or re-export any Non-ONSTART Product, or any technical data derived therefrom, in violation of any applicable United States or foreign law. 7. IP Address Ownership If ONSTART assigns Customer an Internet Protocol address for Customer's use, the right to use that Internet Protocol address shall belong only to ONSTART, and Customer shall have no right to use that Internet Protocol address except as permitted by ONSTART in its sole discretion in connection with the Services during the term of this Agreement. ONSTART shall maintain and control ownership of all Internet Protocol numbers and addresses that may be assigned to Customer by ONSTART, and ONSTART reserves the right to change or remove any and all such Internet Protocol numbers and addresses, in its sole and absolute discretion. 8. Caching Customer expressly (i) grants to ONSTART a license to cache the entirety of the Customer Content and Customer's web site, including content supplied by third parties, hosted by ONSTART under this Agreement and (ii) agrees that such caching is not an infringement of any of Customer's intellectual property rights or any third party's intellectual property rights. 9. CPU Usage Customer agrees that Customer shall not use excessive amounts of CPU processing on any of ONSTART's servers. Any violation of this policy may result in corrective action by ONSTART, including assessment of additional charges, disconnection or discontinuance of any and all Services, or termination of this Agreement, which actions may be taken in ONSTART's sole and absolute discretion. If ONSTART takes any corrective action under this section, Customer shall not be entitled to a refund of any fees paid in advance prior to such action. 10. Bandwidth and Disk Usage Customer agrees that bandwidth and disk usage shall not exceed the number of megabytes per month for the Services ordered by Customer on the Order Form or the Hosting Plan direct from ONSTART. ONSTART will monitor Customer's bandwidth and disk usage. ONSTART shall have the right to take corrective action if Customer's bandwidth or disk usage exceeds the Agreed Usage. Such corrective action may include the assessment of additional charges, disconnection or discontinuance of any and all Services, or termination of this Agreement, which actions may be taken in ONSTART's sole and absolute discretion. If ONSTART takes any corrective action under this section, Customer shall not be entitled to a refund of any fees paid in advance prior to such action. 11. Property Rights ONSTART owns all right, title and interest in and to the Services and ONSTART's trade names, trademarks, service marks, inventions, copyrights, trade secrets, patents, know-how and other intellectual property rights relating to the design, function, marketing, promotion, sale and provision of the Services and the related hardware, software and systems. Nothing in this Agreement constitutes a license to Customer to use or resell these rights. 12. Customer Web Site; E-Commerce; Customer Warranties Customer shall be solely responsible for the development, operation and maintenance of Customer's web site, online store and e-commerce activities, for all products and services offered by Customer or appearing online and for all contents and materials appearing online or on Customer's products, including, without limitation (i) the accuracy and appropriateness of the Customer Content and content and material appearing in its store or on its products, (ii) ensuring that the Customer Content and content and materials appearing in its store or on its products do not violate or infringe upon the rights of any person, and (iii) ensuring that the Customer Content and the content and materials appearing in its store or on its products are not defamatory or otherwise illegal. Customer shall be solely responsible for accepting, processing and filling customer orders and for handling customer inquiries or complaints. Customer shall be solely responsible for the payment or satisfaction of any and all taxes associated with its web site and online store. Customer shall be responsible for the security and confidentiality of any customer information (including, without limitation, customer credit card numbers) that Customer may receive as a result of its web site or online store. Customer represents and warrants to ONSTART that Customer owns or has the right to use the Customer Content and material contained therein, including all text, graphics, sound, music, video, programming, scripts and applets, and the use, reproduction, distribution and transmission of the Customer Content and any information and materials contained therein does not, and will not, (i) infringe or misappropriate any copyright, patent, trademark, trade secret or any other proprietary right of a third party, (ii) violate any criminal laws or (iii) constitute false advertising, unfair competition, defamation, an invasion of privacy, violate a right of publicity or violate any other law or regulation. Customer grants ONSTART the right to reproduce, copy, use and distribute all and any portion of the Customer Content to the extent needed to provide and operate the Services. 13. Disclaimer of Warranty Customer agrees to use all Services and any information obtained through or from ONSTART, at Customer's own risk. Customer acknowledges and agrees that ONSTART exercises no control over, and accepts no responsibility for, the content of the information passing through ONSTART's host computers, network hubs and points of presence or the Internet. THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. NONE OF ONSTART, ITS PARENT, SUBSIDIARY OR AFFILIATED CORPORATIONS, OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, AGENTS, SUPPLIERS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS OR THE LIKE (EACH, AN "ONSTART PERSON") MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, FOR THE SERVICES OR ANY EQUIPMENT ONSTART PROVIDES. NO ONSTART PERSON MAKES ANY WARRANTIES THAT THE SERVICES WILL NOT BE INTERRUPTED OR ERROR FREE; NOR DO ANY OF THEM MAKE ANY WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICES OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICES. ONSTART IS NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM CUSTOMER OR STORED BY CUSTOMER OR ANY OF CUSTOMER'S CUSTOMERS VIA THE SERVICES PROVIDED BY ONSTART. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY ANY ONSTART PERSON, WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE. The terms of this section shall survive any termination of this Agreement. 14. Defense, Indemnification and Hold Harmless Agreement Customer agrees to indemnify, defend and hold harmless ONSTART and its parent, subsidiary and affiliated companies, and each of their respective officers, directors, employees, shareholders and agents (each an "indemnified party" and, collectively, "indemnified parties") from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney's fees) threatened, asserted, or filed by a third party against any of the indemnified parties arising out of or relating to (i) Customer's use of the Services, (ii) any violation by Customer of the Usage Policy, (iii) any breach of any representation, warranty or covenant of Customer contained in this Agreement or (iv) any acts or omissions of Customer. The terms of this section shall survive any termination of this Agreement. 15. Limitation of Liability Customer agrees that no ONSTART Person, under any circumstances, shall be held responsible or liable for situations where the Services are accessed by third parties through illegal or illicit means, including situations where such data is accessed through the exploitation of security gaps, weaknesses or flaws (whether known or unknown to ONSTART at the time) which may exist in the Services or ONSTART's equipment used to provide the Services. Under no circumstances, including negligence, shall any ONSTART Person be liable for any indirect, incidental, special, consequential or punitive damages, or loss of profits, revenue, data or use by Customer, any of its customers, any Reseller Customer or any other third party, whether in an action in contract or tort or strict liability or other legal theory, even if ONSTART has been advised of the possibility of such damages. No ONSTART Person shall be liable to Customer, any of its customers, any Reseller Customer or any other third party, for any loss or damages that result or are alleged to have resulted from the use of or inability to use the Services, or that results from mistakes, omissions, interruptions, deletion of files, loss of data, errors, viruses, defects, delays in operations, or transmission or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction or unauthorized access to ONSTART's records, programs, equipment or services. Notwithstanding anything to the contrary in this Agreement, ONSTART's maximum liability under this Agreement for all damages, losses, costs and causes of actions from any and all claims (whether in contract, tort, including negligence, quasi-contract, statutory or otherwise) shall not exceed the actual dollar amount paid by Customer for the Services which gave rise to such damages, losses and causes of actions during the 12-month period prior to the date the damage or loss occurred or the cause of action arose. Customer understands, acknowledges and agrees that if ONSTART takes any corrective action under this Agreement because of an action of Customer, that corrective action may adversely affect other customers of Customer or other Reseller Customers, and Customer agrees that ONSTART shall have no liability to Customer, any of its customers or any Reseller Customer due to such corrective action by ONSTART. This limitation of liability reflects an informed, voluntary allocation between the parties of the risks (known and unknown) that may exist in connection with this Agreement. The terms of this section shall survive any termination of this Agreement. 16. Force Majeure ONSTART 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, terrorism, 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 (including DNS propagation), failure of third party software or hardware or inability to obtain raw materials, supplies or power used in or equipment needed for provision of the Services. 17. Governing Law; Jurisdiction; Arbitration This Agreement shall be governed in all respects by Louisiana law without regard to the conflict of law provisions thereof. Both parties submit to personal jurisdiction in Louisiana. Any controversy or claim arising out of, relating to or in connection with this Agreement, or the breach thereof, shall be subject to arbitration administered by the American Arbitration Association ("AAA") in accordance with its then existing Commercial Arbitration Rules (collectively, the "AAA Rules") and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be Covington, Louisiana, or any other place selected by mutual agreement of the parties. An award rendered in connection with an arbitration pursuant to this Section shall be final and binding upon the parties and the parties agree and consent that the arbitral award shall be conclusive proof of the validity of the determinations of the arbitrations set forth in the award, and any judgment upon such an award may be entered and enforced in any court of competent jurisdiction. The parties agree that the award of the arbitral tribunal will be the sole and exclusive remedy between them regarding any and all claims and counterclaims between them with respect to the subject matter of the arbitrated dispute. The parties hereby waive all in personam jurisdictional defenses in connection with any arbitration hereunder or the enforcement of an order or award rendered pursuant thereto. In any legal action, the prevailing party will be entitled to recover all legal expenses incurred in connection with the action, including but not limited to its costs, both taxable and non-taxable, and reasonable attorney's fees. The terms of this section shall survive any termination of this Agreement. 18. Assignment Customer shall not have the right to assign this Agreement without the prior written consent of ONSTART. This Agreement shall be binding upon and inure to the benefit of Customer and ONSTART and their successors and permitted assigns. 19. Entire Agreement; Severability This Agreement, together with the Order Form and any other documents or agreements specifically identified in this Agreement, represent the entire agreement between the parties, and supercede all previous representations, understandings or agreements. If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement shall remain in full force and effect. Customer hereby represents that he, she or it is either an individual entering this Agreement for his or her personal use and is over 18 years of age, or is a corporation, limited partnership or other legal entity, duly organized, validly existing and in good standing under the laws of the state of its organization, and the person acting on behalf of Customer is duly authorized to accept, execute and deliver this Agreement on behalf of Customer.