12 Month Master Service Agreement This Master Services Agreement (the "Agreement") is made as of this __ day of ____, 2009 (the "Effective Date"). Broward Hosting, Inc. ("Company") hereby provides Level3™ Internet Access to __________________ ("Customer") under the terms and conditions set forth in this Agreement, including any attached addenda, schedules, supplements, or exhibits incorporated herein. Provision of said Internet Access is subject to Credit Approval and Network Availability. SECTION A: SERVICES Term: The Term of this Agreement shall be 12 Months from the Installation Date and will renew automatically unless cancelled in writing by the customer. Desired Installation Date: Location: Level (3) 2380 College Avenue, Davie, Fl 33317 Cost of Service. Customer agrees to pay Company for the following Level3™ Services in the amount of: Monthly Recurring Charges: One Quarter Rack One Half Rack Full Rack Select One Cabinet Charge 150.00 300.00 600.00 Connectivity 1.5MBS Included Included included Sales Tax 9.00 18.00 36.00 Total 159.00 318.00 636.00 (No Firewall, 1.5 Mbps Guaranteed, 10Mbps Maximum) Power: (2 Outlet, 100v, 20 amp, UPS Conditioned) Other Charges: Burst Charges: Based on average throughput each period; $20.00/100Kbps over 1.5Mbps. Additional Bandwidth: guaranteed bandwidth can be purchased at $100 per 1MBS Indicate Minimum Bandwidth Selected (MBS) 1.5MBS Bandwidth Type: Burstable Port Speed Service. Customer shall receive the selected minimum speed and be invoiced based on the Sustained Utilization or 95th percentile as described below. Customer understands that this is a burstable service and is responsible for any mbps usage over the above amount. Billing Cycle: Customer's first billing cycle shall begin on the Installation Date. Company will notify Customer in writing via electronic mail when the billing cycle becomes effective. For convenience purposes Company may prorate the first invoice for the remaining days of the month. Customer shall be responsible for all taxes and withholdings, including any sales tax that Customer may be liable for, relating to Services provided hereunder. Payment Due Dates: Co-Location and Bandwidth Prepayment: Customer agrees to pay Company in advance of service in U.S. dollars by the 5th of each month. If payment is not received by the 5th of each month then a 1.5% late fee may be applied to all outstanding balances due or the Company may disconnect service and/or access privileges. Additional Bandwidth and Miscellaneous Charges: Customer agrees to pay Company within 7 days from the Invoice date. If payment is not received within 7 days from the Invoice then a 1.5% late fee may be applied to all outstanding balances due or the Company may disconnect service and/or access privileges. SECTION B: EXECUTION In accepting this offer, Customer is not relying on any representations or promises, whether written or oral, other than those contained in this Agreement. Customer understands the information contained in this Agreement is confidential and agrees not to disclose the information to any third party. To become effective, this Agreement must be signed by an Authorized Representative of Customer. SECTION C: TERMS AND CONDITIONS Payment Terms: Payments are due in advance of service in U.S. dollars by the 5th of each month. Payments not received by this date are considered past due and the Company may (a) apply a late charge equal to 1.5% of the unpaid balance, (b) require a Security Deposit or other form of Security, and (c) terminate the Service being provided to Customer. Additional Bandwidth payments are due within 7 days of Invoice Date. Customer agrees to review each Invoice promptly and to report any dispute of Amount Due within 3 days of receipt of the Invoice. If Customer does not report a dispute within this time period, Customer shall have waived its right to dispute that Invoice. Governing Law: This Agreement shall be governed by the Laws of the State of Florida without regard to its principles of choice of law. Notices: All notices and other communications hereunder shall be in writing and shall be deemed to have been given as of the date of confirmed delivery, email delivery, or confirmed facsimile transmission. To be effective, Notices must be delivered either by US Postal Service to: Broward Hosting, LLC, PO Box 292037, Davie, Fl 33329 USA. , billing@browardhosting.com, or via facsimile at: (954) 581-0283. Waiver of Breach not Deemed Continuing: The waiver by either party of a breach or violation of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach hereof. Bankruptcy: In the event of a bankruptcy or insolvency of either party, or if either party makes an assignment for the benefit of creditors, or takes advantage of any act or law for relief from debtors, the other party shall have the right to terminate this Agreement without further obligation or liability. Business Relationship: This Agreement shall not create any agency, employment, joint venture, partnership, or fiduciary relationship between the parties. Neither party shall have the authority to, nor shall either party attempt to create any obligation on behalf of the other party. Indemnity: Each party shall indemnify, defend, release, and hold harmless the other party from and against any action, claim, court cost, damage, demand, expense, liability, loss, penalty, proceeding, or suit together with related attorney's fees and costs (collectively "Claims") for damage to property or personal injuries, including death, as a result of an intentional or negligent act or omission on the part of the indemnifying party in connection with the performance of this Agreement or other activities relating to the Service, the property, or the facilities which are the subject of this Agreement. In the event a Claim relates to negligence of both parties, the relative burden of the Claim shall be attributed equitably between the parties in accordance with the principles of comparative negligence. The term "Property" shall include real, personal, tangible, and intangible property, including but not limited to data, proprietary information, intellectual property, trade secrets, trademarks, or service marks, licensing agreements, copyrights patents and knowledge. The term "Personal Injuries" shall also include claims of libel, slander, or invasion of privacy arising directly or indirectly out of the provision of Service pursuant to this Agreement. In the event any action is brought against the indemnified party, such party shall immediately notify the indemnifying party in writing, and the indemnifying party, upon request, shall assume the cost of the defense on behalf of the indemnified party. The indemnifying party shall pay all expenses incurred by and satisfy all judgments rendered against the indemnified party provided that the indemnifying party shall not be liable for any settlement effected without its written consent. Legal Construction: In the event of a conflict between the provisions of these Terms and Conditions, a Supplement, or Exhibit, the conflict shall be resolved by reference to the documents in the following order of priority: (a) Exhibit; (b) Supplement; (c) Terms and Conditions. Notwithstanding the foregoing Exhibit requiring execution shall be binding unless and until it has been duly executed. Limitation of Liability: Companies liability arising out of: (a) the provision of Service; (b) delays in the restoration of Services; (c) mistakes, accidents, omissions, interruptions, errors or defects in transmission, shall be subject to the limitations as set forth below. OTHER THAN THE INDEMNITY OBLIGATIONS HEREIN, IN NO EVENT SHALL COMPANY BE LIABLE TO CUSTOMER, CUSTOMERS' OWN CUSTOMERS, OR ANY THIRD PARTY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY FOR ANY TYPE OF INDIRECT, CONSEQUENTIAL, INCIDENTAL, RELIANCE, SPECIAL, OR PUNITIVE DAMAGES AND WHETHER OR NOT SUCH DAMAGES WERE FORSEEABLE. IN NO EVENT SHALL COMPANY BE LIABLE TO CUSTOMER FOR ANY AMOUNT IN EXCESS OF THE AGGREGATE AMOUNT COMPANY HAS PRIOR TO SUCH TIME COLLECTED FROM CUSTOMER WITH RESPECT TO SERVICES DELIVERED HEREUNDER. System Maintenance: In the event that Company determines that it is necessary to interrupt Services or that there is a potential for Services to be interrupted, Company will use good faith efforts to notify Customer prior to the performance of system maintenance and will schedule any regular maintenance during non-peak hours. In no event shall interruption for system maintenance constitute a failure of performance by Company. Force Majeure: Except for the obligations to make payments for amounts, neither party shall be liable to the other nor deemed in default under this contract if and to the extent that such parties performance of this Agreement is delayed or prevented by reason of Force Majeure. The term Force Majeure means an occurrence that is beyond the reasonable control of the party affected and occurs without its fault or negligence. If the supplier is unable to restore or provide Services for ninety consecutive days due to a Force Majeure event, Customer may cancel the affected Services. Survival: The covenants and agreements contained in this Agreement with respect to Payment Terms, Confidential Information, Limitation of Liability, and Indemnity shall survive termination of this Agreement, regardless of the reason for termination. The rights and obligations under this Agreement shall survive any merger or sale of either party and shall be binding upon the successors and permitted assigns of each party. Events of Default: A "Default" shall occur if (a) Customer fails to make payments as required under this Agreement and such failure remains uncorrected for seven calendar days after Invoice date; or (b) either party fails to perform or observe any material term or obligation (other than making payment) contained in this Agreement, and such failure remains uncorrected for thirty calendar days after written notice from the non-defaulting party. If Customer uses the Services for any unlawful purpose or in any unlawful manner, Company shall have the right to immediately suspend or terminate all Services hereunder without notice to the Customer. Amendments/Riders: This Agreement may only be modified or supplemented by an instrument in writing executed by each party. SECTION D: CO-LOCATION AND BANDWIDTH SERVICES Bandwidth Rights: Subject to the terms of this Agreement, commencing on the date that Services provisioning is completed by Company and Customer and notified in writing ("Commencement Date"), will continue during the Term hereof. Company agrees to provide Customer Bandwidth (the "Bandwidth") up to the selected Mbps per data port measured in accordance with the provisions below. Sustained Utilization ("Utilization"), which is determined by sampling the actual line utilization statistics every five minutes, twenty-four hours, seven days per week, is the usage level, measured in Mbps, under which 95% of the samples fall. Ownership of Bandwidth Equipment: As between the parties, Company retains all right, title, and interest in the Equipment utilized to provide the Bandwidth to Customer. The provision of Bandwidth pursuant to this Agreement does not constitute a sale of Bandwidth Equipment to Customer. Limited Warranty: Company warrants that it will use commercially reasonable efforts to provide the amount of Bandwidth requested by Customer. Company will provide a 99.99% Network Availability Guarantee. Customer Requirements. Performance of Equipment: Customer shall ensure that all equipment it brings onto premises will perform according to published technical specifications. Lawful Use: Customer acknowledges that Company is not responsible for the manner in which the Bandwidth is used by Customer or any other person or entity Customer permits to access such Bandwidth. Anti-Spamming Policy: COMPANY WILL NOT TOLERATE THE PRACTICE OF TRANSMITTING UNSOLICITED ELECTRONIC MAIL ("SPAMMING"). NEITHER THE CUSTOMER NOR THE CUSTOMERS USERS MAY SEND UNSOLICITED ELECTRONIC MAIL THAT INCLUDES COMPANIES LOGOS, TRADEMARKS, SERVICE MARKS, CIC CODES, HOSTED IP ADDRESSES, OR ANY VARIATION THEREOF. ACTS OF SPAMMING SHALL RESULT IN IMMEDIATE TERMINATION OF SERVICE AND THIS AGREEMENT. Termination Penalties: Customer may terminate this Agreement upon 30 days written notice to Company. If the Termination breaks a Commitment of Term or if the Customer ceases usage of Bandwidth, Customer Agrees (a) to pay Company an early termination fee of 50% of the remaining value of the Contract, (b) to reimburse Company for any Provisioning Fees that were waived. Insurance: Throughout the Term of this Agreement and any extension thereof, each party shall maintain proof of adequate commercial general liability insurance covering all operations and work hereunder. Such insurance shall be written on a coverage basis and shall provide coverage equivalent to or greater than $1,000,000.00 per occurrence for bodily injury, liability and property damage liability. Such insurance shall specifically cover the liability assumed under the indemnification provisions in this Agreement. __________________________ _______________ _____________ AUTHORIZED SIGNATURE TITLE DATE __________________________ _______________ PRINTED NAME PHONE NUMBER Please Fax: 954-332-6920