SGHost.com provides Internet connectivity services (the “Bandwidth”), space in its business premises to store and operate such Hardware (“Rack Space”) and together comprising a server co-location package (together, the “Services”). SGHost.com desires to provide Services to the Customer, and the Customer desires to receive and compensate SGHost.com for such Services.

The term of this agreement is for the Minimum Term of 12-month and shall automatically renew yearly thereafter unless either party notifies the other in writing at least one (1) Month prior to the end of the current term, of their intention not to renew this Agreement.

The provisions of Services shall be initiated by this Agreement issued by the Customer describing the service plan and cost. Each Agreement will contain the prices, initial terms of Services and other information designated in the Service Order form. The Customer shall use the then current version of the Agreement as designated by SGHost.com. No Agreement shall be effective until accepted by SGHost.com. The terms of this Agreement shall control Services to the Customer.

1. Termination. All contract terms are based on a 12-month unless otherwise stated in the Server Order. The Customer may terminate any Agreement by giving SGHost.com at least thirty (30) days written notice prior to the end of the Contract Term when the Customer desires Services to cease. If the Customer decided to terminate the Server Order before the contract term, all amounts due from the Customer remaining contract terms for the account to which the Agreement relates must be paid in order for the Customer to terminate an Agreement. SGHost.com may terminate any Agreement by giving at least thirty (30) days prior written notice of the date of termination of Services.

2. IP Addresses. SGHost.com may designate for the Customer use on a temporary basis the number of Internet Protocol Addresses (“IP Addresses”) specified on the Agreement from the address space assigned to SGHost.com. The Customer acknowledges that the IP Addresses are the sole property of SGHost.com, and are temporarily designated for the Customer use as part of the Services, and are not transferable. SGHost.com reserves the right to change the IP Address designations at any time. SGHost.com shall use reasonable efforts to minimize inconvenience to the Customer resulting from such changes, and shall give the Customer reasonable notice of changes. The Customer agrees that it will have no right to use IP Addresses assigned to SGHost.com upon termination of this Agreement, and that any change in IP Addresses the Customer may need to make after termination of this Agreement shall be the sole responsibility of the Customer.

3. Maintenance. From time to time, SGHost.com may conduct routine tests, maintenance, upgrade or repair on any part of the System, and SGHost.com shall give the Customer prior notice thereof.  The Customer acknowledges that there may be instances where it is not practicable for SGHost.com to give advance notice of a disruption, for example, in the event of an emergency, and SGHost.com shall be entitled to disrupt the Services to conduct restoration and remedial works without prior notice.

4. Control Rights. The Customer, and not SGHost.com, has the sole and exclusive control over the Data.  The Customer acknowledges and SGHost.com agrees that in the provision of the Services hereunder SGHost.com is not provided, either directly or indirectly, with or access to the Data that would allow SGHost.com to exercise any control over the Data. SGHost.com accepts no responsibility for the Data passing through the System.

4. SERVER EQUIPMENT AND ACCESS TO FACILITY

1. SGHost.com shall provide the Space, lighting, air conditioning and electrical power required for the accommodation and operation of the Server Equipment.

2. The Customer shall be responsible for the re-configuration and testing of the Server Equipment upon the installation of the Server Equipment into the Space.

3. The Customer agrees to immediately remove or render non-infringing, at the Customer's sole expense, any Server Equipment alleged to infringe any patent, trademark, copyright, or any other intellectual property rights.

4. Overall responsibility for the Server Equipment maintenance and repair shall remain with the Customer.  The Customer shall be responsible for contacting and coordinating with their maintenance contractors and supervise their performing corrective maintenance on the Server Equipment.

5. The Customer shall provide the Server Equipment and the Customer shall appoint authorized personnel to deliver the Server Equipment to the Facility and install the same anytime after the Commencement Date.

SGHost.com 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 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.

The Customer 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 the Customer or by any person entity the Customer permits to access the Services (a “User”). The Customer 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, illegal 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, using the network to make unauthorized entry to any other machine accessible location, via the network, and distributing of tools designed for compromising security (i.e. including, but not limited to, password guessing programs, cracking tools or network probing tools). SGHost.com may suspend or terminate the Services immediately, without prior notice to the Customer, if SGHost.com believes, in good faith, that the Customer or a User is utilizing the Services for any such illegal or disruptive purpose. The Customer shall defend, indemnify, and hold harmless SGHost.com 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 Customer.

1. Payment Terms. The full amount of the Initial Fee as reflected in the Agreement, which includes any set-up fees and charges for the first payment term of Services, are due and payable to SGHost.com upon the acceptance of the Agreement. Thereafter, the Customer will pay in advance charges for each payment term. The recurring billing date shall be established by the date that the server release notification is e-mailed or faxed to the Customer and shall recur based on the Payment Term specified on the Agreement. Accounts that pay by cheque (limited to Singapore dollars) will be sent an invoice at least fifteen (15) days prior to the recurring billing date and payment is due on or before the recurring billing date. SGHost.com will impose an S$25.00 charge for any cheque that is returned for any reason by a financial institution. SGHost.com reserves the right to charge the Customer any sales, use, excise, and gross receipts, or any other tax or fees now or imposed, directly or indirectly, by any governmental authority or agency with respect to the Services.

2. Pricing Disputes. The Customer must notify SGHost.com in writing of any disputed charges within 7 days of the date of the billing for such charges. If the Customer does not notify SGHost.com within that time period, the Customer has waived any right to dispute such amounts, either directly or indirectly or as a set-off, or defense in any action or efforts to collect amounts due to SGHost.com.

3. Collection. All accounts more than 30 days past due will be charged interest from the due date of the lesser of (i) 2% per month on the past due amount; or (ii) the highest legal rate of interest. SGHost.com may also suspend, interrupt, or terminate Services on any account that is past due by more than thirty (30) calendar days, by disabling telnet/ftp access and/or disabling the connection to the server. In the event of disconnection, the Customer must pay SGHost.com a reconnection fee of S$50.00 as a condition of reactivation of the Services, in addition to full payment of the balance due on the account. Reactivation of services will only be performed during SGHost.com regular business hours (Monday through Friday, 9:00 a.m. – 6:00 p.m. Singapore Time). SGHost.com may send all accounts that have not been paid in full to a collection agency. The Customer is responsible for paying all costs of collection, including, but not limited to, reasonable attorney’s fee and, where lawful, collection agency fees. All accounting issues should be addressed to SGHost.com at finance@SGHost.com

4. Price Increases. SGHost.com offers a price-freeze guarantee to its the Customer. SGHost.com will not increase the cost of services for the Customer as indicated on the Agreement as long as The Customer’s account is with SGHost.com and provided the Customer’s account does not become delinquent.

Confidential Information shall mean all information identified by a party (“Disclosing Party”) to the other party (“Receiving Party), which, if in writing labeled as confidential, or if disclosed orally, is reduced to writing within fifteen (15) days, and labeled as confidential. Confidential Information shall remain the sole property of the Disclosing Party. Except for the specific rights granted by this Agreement, the Receiving Party shall not use any Confidential Information of Disclosing Party for its own benefit or for the benefit of others. Receiving Party shall not disclose Confidential Information to any third party without written consent of Disclosing Party (except to consultants who are bound by a written agreement with Receiving Party to maintain confidentiality). Confidential Information shall exclude information (i) available to the public other than by a breach of this Agreement; (ii) rightfully received from a third party not in breach of an obligation of confidentiality; (iii) independently developed by Receiving Party without access to Confidential Information; (iv) known to Receiving Party at the time of disclosure; or (v) produced in compliance with a court order. Receiving Party shall give reasonable notice to Disclosing Party that Confidential Information is being sought by a third person, so as to afford the opportunity to limit or prevent such disclosure. Receiving Party agrees to cease using all Confidential Information, and to promptly return such Confidential Information to Disclosing Party upon request. Notwithstanding the foregoing, the Customer consents to SGHost.com disclosure of account information to credit reporting agencies, credit bureaus, private credit reporting associations, or to other providers of communications services.

SGHost.com liability (including, for purposed of this paragraph only, and of its employees, agents, or representatives), to the Customer (either directly or as a third party defendant in any action or proceeding) for any claim arising out of or relating to this Agreement or Agreement or the provision of any Services under Agreement (including, without limitation, maintenance and support) shall be limited to the amount of fees paid by the Customer to SGHost.com under this Agreement within one year preceding the date the Customer contends its claim arose. In no event shall SGHost.com be liable for any loss of data, loss of profits, cost of cover, or any other special, incidental, consequential, indirect or punitive damages, however caused and regardless of theory of liability. This limitation will apply even if SGHost.com has been advised of, or is aware of, the possibility of such damages.

SGHost.com specifically disclaims all implies warranties, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Except as otherwise provided in this Agreement, any written materials by SGHost.com, or information on SGHost.com company web site, shall be for informational purposes only and, whether delivered or disseminated before or after the date of this Agreement, shall not create any express or implied warranties, guaranty of performance, or contractual obligations.