TERMS AND CONDITIONS

This Terms of Service Agreement ("Agreement") is entered into as of the date on which the Customer first activates his shopping cart by using the FreeNet Design services (FreeNet Design is a trading style for Fastnet Services Ltd.) ("Effective Date") by and between Fastnet Services Ltd. ("FreeNet Design") and Customer ("Customer").

In consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, Customer and Fastnet Services Ltd agree to the foregoing and as follows:

ARTICLE 1-GENERAL

1.1 Overview of Agreement. This Agreement represents the terms and conditions under which Fastnet Services Ltd shall provide Customer access to, and use of the FreeNet Design services subscribed to, which may be amended from time to time to reflect additional or amended services ordered by Customer. FreeNet Design services shall be provided to Customer via the Internet's world wide web. Additional services and/or deliverables may be procured consistent with the terms of this Agreement. Any attempt to alter or amend the terms and conditions contained in this Agreement through conflicting or inconsistent terms in any other document shall be void and of no force and effect.

ARTICLE 2-FREENET DESIGN SERVICES

2.1 Equipment. Customer will be responsible for procuring, at Customer's sole expense, all equipment or other software, if any, required to use FreeNet Design's additional products and services.

2.2 Access Rights. All Customers/store owners of FreeNet Design's service must be at least 18 years of legal age. During the term of this Agreement, Customer will have a limited, revocable, non-transferable and non-exclusive license for Customer's employees ("Authorized Users") to use the FreeNet Design service and related documentation solely for Customer's business purposes consistent with the terms and conditions of this Agreement. Fastnet Services will issue to one Authorized User an individual logon identifier and password ("Administrator's Logon") for purposes of administering the FreeNet Design service. Customer acknowledges and agrees that only its designated Administrator shall be authorized to bind Customer in connection with any service provided to Customer under this Agreement. Using Administrator's Logon, the designated Administrator shall assign each remaining Authorized User a unique logon identifier and password and assign and manage the business rules that control each such Authorized User's access to the FreeNet Design services. Customer shall use its reasonable efforts to see that each Authorized User will: (a) be responsible for the security and/or use of his or her logon identifier; (b) not disclose such logon identifier to any person or entity; (c) not permit any other person or entity to use his or her logon identifier; (d) use the FreeNet Design service consistent with the assigned business rules; and (e) use the FreeNet Design service in accordance with the terms and conditions of this Agreement. Customer will be responsible for: (f) advising each Authorized User of his or her obligations under this Agreement and of the license restrictions set forth in this Agreement; and (g) any and all costs and expenses incurred through the authorized use of Customer's Logon. Fastnet Services reserves the right to deny, suspend or revoke access to the FreeNet Design service, in whole or in part, if Fastnet Services believes Customer and/or its Authorized Users are in breach of this Agreement or are otherwise using or accessing the FreeNet Design service inconsistent with the terms and conditions of this Agreement.

2.3 Restrictions. Customer agrees that Customer and its Authorized Users will not: (a) sell, lease, license or sublicense the FreeNet Design service; (b) modify, change, alter, translate, create derivative works from, reverse engineer, disassemble or decompile the FreeNet Design service in any way for any reason; (c) provide, disclose, divulge or make available to, or permit use of the FreeNet Design service by, any third party; (d) copy or reproduce all or any part of the FreeNet Design service (except as expressly provided for herein); (e) interfere, or attempt to interfere, with the FreeNet Design service in any way; (f) engage in spamming, mailbombing, spoofing or any other fraudulent, illegal or unauthorized use of the FreeNet Design Service; (g) knowingly introduce into or transmit through the FreeNet Design service any virus, worm, trap door, back door, timer, clock, counter or other limiting routine, instruction or design; (h) remove, obscure or alter any copyright notice, trademarks or other proprietary rights notices affixed to or contained within the FreeNet Design service; or (i) engage in or allow any action involving the FreeNet Design service that is inconsistent with the terms and conditions of this Agreement. Customer agrees that no illegal products and/or information will be placed on the site, nor will there be any links to illegal products or information placed anywhere within the Customer's site. While owning, operating and/or ordering Fastnet Services FreeNet Design service, Customer agrees to abide by any and all legal rules and regulations set by laws pertaining to his/her business and its operations. Customer is solely responsible for charging appropriate taxes for his/her products and/or services as regulated and observed by local tax laws.

2.4 Audit Rights. Fastnet Services shall have the right, during the term of this Agreement and for a period of six (6) months thereafter, upon reasonable notice and at reasonable times, to access Customer's location and files to inspect Customer's use of the FreeNet Design service, as well as computers and equipment used in connection therewith. Customer shall cooperate fully with any such audit or inspection. In the event that any audit shows any misuse, violation or breach of the FreeNet Design service or this Agreement, Fastnet Services shall be entitled to pursue any remedies available to it under this Agreement or otherwise at law or in equity.

2.5 Non-Exclusivity. The parties acknowledge and agree that Fastnet Services is providing access to and use of the FreeNet Design service to multiple customers and that such services are non-exclusive and non-transferable.

2.6 Availability. Fastnet Services shall use commercially reasonable efforts to keep the Shopping Cart Direct service available on a 24 hour a day, 7 day a week basis, subject to scheduled downtime for maintenance purposes, unscheduled maintenance and systems outages. The parties acknowledge that since the Internet is neither owned nor controlled by any one entity, Fastnet Services makes no guarantees that any given user will be able to access the FreeNet Design service at any given time, and Fastnet Services shall not be liable to Customer for failure of accessibility to the FreeNet Design service. Nor shall Fastnet Services be held responsible in any way for the loss of any of the stores' sales, marketing costs or information due to any technical errors or problems, regardless of the error or problem's source.

2.7 Fastnet Services Licensors.

2.7.1 Terms and Conditions applicable to services provided by Fastnet Services Licensors. Customer acknowledges and agrees that the FreeNet Design service may be provided, in some cases, by third party Licensors to Fastnet Services (hereinafter “Third Party Licensors”). For all the FreeNet Design Services that are provided by Third Party Licensors to Fastnet Services, Customer agrees with and shall abide by all Third Party Licensor terms and conditions, if any. Such Third Party Licensor terms and conditions are available upon request (the “Additional Terms and Conditions”). Any Additional Terms and Conditions are in addition to and supplement the terms and conditions provided in this Agreement. Customer acknowledges and agrees that it will be subject to all Additional Terms and Conditions and that all such Additional Terms and Conditions shall be incorporated into the terms and conditions of this Agreement as if set forth fully herein.

2.7.2 Changes to Fastnet Services Licensors. Customer acknowledges that Fastnet Services may, at its sole discretion, change any Third Party Licensors that provide services under this Agreement, or add or delete discrete services from the FreeNet Design service. Fastnet Services agrees to use reasonable efforts to prevent any service interruptions associated with Fastnet Services decision, if any, to change Third Party Licensors. In the event that Fastnet Services changes Third Party Licensors, Fastnet Services may provide Customer with notification of changes in Third Party Licensors and/or refer Customer to information that may be posted on FreeNet Design website relative to that change which shall become Additional Terms and Conditions for the purposes of this Agreement. In the event of such change, Customer shall be entitled to terminate this Agreement immediately.

ARTICLE 3-FEES; PAYMENT TERMS

3.1 Application and Use Fee. All rates and prices quoted herein are in U.K. Pounds. Regardless of whether or not you use the FreeNet Design services, technologies, tools and/or products, Fastnet Services will charge you for your FreeNet Design account. Any and all charges will appear on your monthly credit card statement. You understand and agree that the Service provided by Fastnet Services is billed in advance and all charges represent the next billing cycle's full service. The first charge will incur after the Customer is provided with access to the store and it's admin, regardless of design status, regardless of whether or not the Customer has begun to upload his/her products and information into the store, and regardless of whether or not the Customer has begun to sell any of his/her products and/or services. Fastnet Services reserves the right to change billing method and/or billing company at any time. Current charges are not prorated upon cancellation and/or termination. on any amounts not paid when due, you agree to pay interest at the highest rate allowed by law. A Twenty Pound (£20) collection fee will be charged for all dishonoured cheques. A Fifteen Pound (£15) fee will be assessed if a) your credit card denies payment because of an invalid credit card number or the account has insufficient funds and/or b) your account is restarted because of termination due to non-payment and/or c) your account is cancelled for any other reason. Fastnet Services reserves the right to cancel the Customer's FreeNet Design account immediately if credit card denies payment. If Customer has a dispute with any accrued charges from Fastnet Services for services provided by FreeNet Design, Customer agrees to resolve the matter exclusively through Fastnet Services. Customer agrees not to “chargeback” or dispute any charges from Fastnet Services, in care of FreeNet Design, through Customer's credit card provider. Customer shall pay any applications fees, user fees, including but not limited to monthly fees, any taxes according to the FreeNet Design service's then-applicable fee schedule. Fastnet Services reserves the right to increase or decrease the monthly service fees, no more than once annually, by a maximum of £10 per month, without any advance notice to Customer.

3.2 Free Design. Free Design of website/store for each customer includes and is limited to creation and design of logo, graphics and site layout. Free Design does NOT include the installation of product/company information, product images, text, or the addition of any new, unadvertised features and/or tools.

3.3 Late Payments. If Customer fails to pay any fees by the applicable due date, Fastnet Services will have the right to: (a) assess late charges in an amount equal to the greater of five percent (5%) per month or the maximum allowable under applicable law; and/or (b) suspend access to any or all of the FreeNet Design service and/or performance of the services provided by Fastnet Services hereunder and/or terminate this Agreement. Any such suspension or termination will not relieve Customer from paying any outstanding fees plus interest and late charges. Customer will be responsible for any costs associated with collecting such fees including, without limitation, legal costs, attorneys' fees, court costs and collection agency fees.

3.4 Taxes. Customer will pay or reimburse Fastnet Services for all sales, use, transfer, privilege, excise and all other taxes and all duties, whether international, national, state or local, however designated, which are levied or imposed by reason of the performance by Fastnet Services under this Agreement, excluding, however, income taxes or gross receipts taxes which may be levied against Fastnet Services. Such taxes may be reflected on Customer invoices.

ARTICLE 4-LIMITED WARRANTIES

4.1 Customer Warranty. Customer represents and warrants to Fastnet Services that: (a) Customer has the authority to enter into this Agreement and perform its obligations under this Agreement; (b) Customer and its Authorized Users will only use the FreeNet Design service for lawful purposes and will not violate any law of any country or the intellectual property rights of any third party; and (c) Customer warrants that it is not located in a country where export or re-export of the contents of information received via the Internet is prohibited. Should Customer receive notice of any claim regarding the FreeNet Design service, Customer shall promptly provide Fastnet Services with a written notice of such claim.

4.2 Fastnet Services Warranty. Fastnet Services warrants that: (a) Fastnet Services has the authority to enter into this Agreement and perform its obligations under this Agreement; and (b) Fastnet Services will perform the services required under this Agreement in a professional and workmanlike manner.

4.3 Disclaimer. EXCEPT AS OTHERWISE SET FORTH HEREIN, FASTNET SERVICES MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO ANY OF THE SERVICES AND/OR ACCESS TO OR USE OF THE FREENET DESIGN SERVICE PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. FASTNET SERVICES SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT.

ARTICLE 5-LIMITATION OF LIABILITY

FASTNET SERVICES LIABILITY UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES OF ANY KIND WILL NOT EXCEED AN AMOUNT EQUAL TO THE AMOUNT PAID BY CUSTOMER TO FASTNET SERVICES THROUGH THE DATE FASTNET SERVICES LIABILITY TO CUSTOMER ACCRUES. IN NO EVENT SHALL FASTNET SERVICES  BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS. ANY CLAIM AGAINST A STORE/WEBSITE UNDER FREENET DESIGN SERVICE WILL AUTOMATICALLY BE TRANSFERRED TO THE STORE/WEBSITE OWNER, AS FASTNET SERVICES WILL NOT BE RESPONSIBLE FOR OR INVOLVED WITH, IN ANY WAY, ANY CLAIMS OR SUITS FILED AGAINST ANY STORE/WEBSITE UNDER ITS FREENET DESIGN SERVICE.

ARTICLE 6-INDEMNIFICATION

Customer agrees to indemnify, defend (at Fastnet Services sole option and at Customer's sole expense) and hold harmless Fastnet Services, its managers, directors, officers, employees, independent contractors and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable lawyers fees, to the extent that such action is based upon a claim arising out of or relating to Customer's use of and/or access to the FreeNet Design service or any additional services provided hereunder. Customer specifically acknowledges that Fastnet Services shall not be liable to Customer for losses, if any, incurred as a result of fraudulent or unauthorized misuse of the FreeNet Design service.

ARTICLE 7-CONFIDENTIAL INFORMATION

"Confidential Information" will include the terms of this Agreement, any software provided by Fastnet Services under this Agreement, the logon identifiers and/or passwords provided to Customer and each Authorized User, the prices and fees charged under this Agreement, any other materials marked confidential by Customer or Fastnet Services and any other information conveyed under this Agreement that is identified in writing as confidential at the time of its conveyance. Each party acknowledges and agrees that: (a) the Confidential Information constitutes valuable trade secrets of the party owning such Confidential Information; (b) it will use Confidential Information solely in accordance with the provisions of this Agreement; and (c) it will not disclose, or permit to be disclosed, the Confidential Information of the other party to any third party without the disclosing party's prior written consent. Each party will take all reasonable precautions necessary to safeguard the confidentiality of the other party's Confidential Information including, at a minimum, those precautions taken by a party to protect its own Confidential Information, which will in no event be less than a reasonable degree of care. Confidential Information will not include information that is: (d) publicly available; (e) already in the other party's possession and not subject to a confidentiality obligation; (f) obtained by the other party from any source without any obligation of confidentiality; (g) independently developed by the other party without reference to the disclosing party's Confidential Information; or (h) required to be disclosed by order of a court or other governmental entity; provided no less than ten (10) days written notice is given to the party owning such Confidential Information so that such party may obtain a protective order or other equitable relief.

ARTICLE 8-PROPRIETARY RIGHTS

8.1 Property Rights. No right (except for the license granted in Section 2.2), title or interest of intellectual property or other proprietary rights in and to the FreeNet Design and/or other products or services made available under this Agreement is transferred to Customer hereunder. The unique designs that are created for the Customer's FreeNet Design account will belong exclusively to Fastnet Services, and at no time throughout the term of this agreement and thereafter will any proprietary rights of these be given to the Customer. Fastnet Services and its third party licensors retain all rights, designs, logos, title and interests, including, without limitation, all copyright, intellectual property and other proprietary rights in and to the FreeNet Design service and/or other products or services provided under this Agreement. Customer will retain all right, title and interest to the documents created only by Customer. Fastnet Services is the sole owner of all designs used for the stores and will not be given to the customer at any time. Furthermore, Fastnet Services has the authorization to change, edit, update, add, or remove new and/or existing code to the stores of new and/or existing customers at any time.

8.2 Prohibited Product. Customer agrees that he/she owns all of the products being sold through his/her website, and that he/she owns the right to sell and distribute his/her company's products, and that the sale of the product(s) is in accordance with local laws and is not against any local law(s) that prohibit the selling of the product(s).

ARTICLE 9-TERM AND TERMINATION

9.1 Term. This Agreement will commence as of the Effective Date and shall continue thereafter on a month to month basis for a minimum period of twelve months unless terminated pursuant to Section 2.7.2, 9.2 or 9.3, AFTER WHICH UPON THIRTY (30) DAYS' WRITTEN NOTICE BY CUSTOMER TO FASTNET SERVICES.

9.2 Termination by Fastnet Services. Fastnet Services shall have the right, upon seven (7) days written notice to Customer, to terminate this Agreement if: (a) Customer fails to timely pay Fastnet Services any amount due to Fastnet Services under this Agreement; (b) Customer materially breaches any term or condition this Agreement, provided such breach is not cured by Customer within thirty (30) calendar days following Fastnet Services notice to Customer of such breach; or (c) Customer (i) terminates or suspends its business activities; (ii) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority; or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes.

9.3 Termination by Customer. Customer will have the right, upon thirty (30) days written notice to Fastnet Services, to terminate this Agreement after the minimum period of twelve months of Customer's FreeNet Design account for any reason.

9.4 Obligations upon Termination or Expiration and Non-Renewal. Upon the expiration and non-renewal or termination of this Agreement for any reason: (a) Customer's access to, and use of, the FreeNet Design service will terminate; (b) Customer will return to Fastnet Services any and all of the FreeNet Design service's equipment, software, documentation or other deliverables provided to Customer by Fastnet Services including any copies thereof held by Customer; (c) Fastnet Services will deliver to Customer all Customer documents and other materials stored by Customer on the FreeNet Design Network; and (d) each party shall return any and all Confidential Information in its possession to the party that disclosed such Confidential Information and provide written verification of same.

9.5 Survival. Any provisions of this Agreement that by their nature should survive termination of this Agreement will survive termination of this Agreement, including but not limited to Section 2.4, and Articles 6, 7, and 8.

ARTICLE 10-MISCELLANEOUS

10.1 Notices. Any written notice required or permitted to be delivered pursuant to this Agreement will be in writing and will be deemed delivered: (a) upon delivery if delivered in person; (b) three (3) business days after deposit in the United Kingdom mail, registered or certified mail, return receipt requested, postage prepaid; (c) upon transmission if sent via email, with a confirmation copy sent via overnight mail; (d) one (1) business day after deposit with a national overnight courier; (e) upon transmission if sent via e-mail sent the same day, in each case addressed, in the case of Customer, the address listed in Fastnet Services records, or in the case of Fastnet Services Ltd, to Suite A, 1080 London Road, Leigh-on-sea, Essex, SS9 3NA, UK (or to such other address as may be specified upon notice).

10.2 Assignment. Customer will not assign or otherwise transfer this Agreement, in whole or in part, nor delegate or subcontract any of its rights or obligations hereunder, without Fastnet Services prior written consent, which consent may be withheld, delayed or conditioned in Fastnet Services discretion. Fastnet Services will have the right to assign this Agreement, in whole or in part, to a third party at any time upon written notice to Customer.

10.3 Force Majeure. Neither party shall have any liability to the other or to third parties for any failure or delay in performing any obligation under this Agreement due to circumstances beyond its reasonable control including, without limitation, acts of God or nature, actions of the government, fires, floods, strikes, civil disturbances or terrorism, or power, communications, satellite or network failures.

10.4 Waiver. Any waiver or modification of this Agreement will not be effective unless executed in writing and signed by an authorized representative of Fastnet Services and Customer. The parties expressly disclaim the right to claim the enforceability or effectiveness of: (a) any amendments to this Agreement that are not executed by an authorized representative of Fastnet Services and Customer; (b) any oral modifications to this Agreement; and (c) any other amendments that are based on course of dealing, waiver, reliance, or similar legal theory. The parties expressly disclaim the right to enforce any rule of law that is contrary to the terms of this Section. The failure of either party to enforce, or the delay by either party in enforcing, any of its rights under this Agreement will not be deemed to be a waiver or modification by such party of any of its rights under this Agreement.

10.5 Severability. If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement, unless Fastnet Services in good faith deems the unenforceable provision to be essential, in which case Fastnet Services will have the right to terminate this Agreement in accordance with Section 10.2.

10.6 Public Announcements. Customer grants Fastnet Services the right to use Customer's name in press releases, product brochures and financial reports indicating that Customer is a customer of FreeNet Design.

10.7 Counterparts. This Agreement may be executed in counterparts, each of which so executed will be deemed to be an original and such counterparts together will constitute one and the same agreement.