YOUREWARE, INC.
TERMS OF SERVICE AND USE AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE YOU ACCESS OR USE ANY OF THE PRODUCTS OR SERVICES PROVIDED TO YOU BY YOUREWARE, INC. ("YOUREWARE" OR "THE COMPANY"). BY PROCEEDING WITH REGISTRATION, PURCHASE, THE DOWNLOADING OF ANY SOFTWARE, OR USE OF THE YOUREWARE SOFTWARE OR THE COMPANY'S SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT, THE COMPANY'S SOFTWARE LICENSE AGREEMENT, SUPPORT POLICY, AND ANY OTHER TERMS AND POLICIES AS THE COMPANY MAY ESTABLISH FROM TIME TO TIME.

IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT PROCEED WITH REGISTRATION, DOWNLOAD OR PURCHASE. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT YOU MAY NOT ACCESS OR USE ANY OF THE YOUREWARE PRODUCTS OR SERVICES (THE "SERVICE").

COMPANY provides the Service, defined below in Section 1, subject to your compliance with this Agreement. All services, features or products provided by the COMPANY will be subject to this Agreement unless both parties execute a separate written agreement regarding such excluded services, features or products.

1. Service.
1.1 The Service includes: Account management through the area entitled "Manage Your Account"; the yourEware shopping cart gateway and credit card gateway; domain name registration and management; access to the yourEware Web site and the use of any other services, features or products provided through the yourEware Web site.
1.2 COMPANY makes no guarantees as to the continuous availability of the Service or any specific feature of the Service. YOUREWARE reserves the right to change the Service or any of its features at any time without notice.
1.3 COMPANY shall have the right to modify this Agreement at any time in any manner with or without notice. Any modification shall be effective as of the date of posting on the following Web page http://youreware.com/legal/ , - continued use of the Service and any other of the COMPANY's features or products shall be deemed acceptance of COMPANY's current Agreement.

2. Registration Requirements.
2.1 You must be at least 18 years old to register for the Service. By accepting this Agreement, you represent that you meet this age requirement. Minors who use the Service must have parental or guardian consent to do so.
2.2 You agree to provide COMPANY with accurate and complete billing information including your legal name, mailing address, and telephone number. All changes to this information must be reported to COMPANY within 30 days of the change.
2.3 By accepting this Agreement you agree that you will be responsible for all charges posted to your account until you cancel the account as specified in Section 11.

3. Fees.
3.1 You agree to pay COMPANY all fees and charges for the Service including all applicable start-up fees, monthly or yearly flat-rate fees, product purchases, or any administrative fees. Except as outlined herein, setup fees are nonrefundable. COMPANY does not issue pro rata refunds for fees or services paid in advance.
3.2 Payments for any charges that are due at time of signup or registration including but not limited to start-up fees and domain name registration fees. Failure to provide credit card information that can satisfy the payment of the fees noted in the foregoing may, at COMPANY's sole discretion, cause the immediate cancellation of any domain name registrations or other Services. Failure to provide credit card information that can satisfy the payment of any recurring or renewal fees within 15 calendar days from their due date will be considered "past due" and "delinquent".
3.3 Delinquent accounts may, at COMPANY's sole discretion, be suspended or canceled. If your account is suspended for delinquency or non-payment, regular charges continue to accrue until you suspend or cancel your account. COMPANY may, at its sole discretion, charge a fee of $100.00 to reinstate a suspended account.
3.4 Interest charges will accrue daily on any past due unpaid balance on your account at the rate of 1.5% per month (or the highest rate permitted by law if lower than 1.5% per month) or a minimum of $1.00, whichever is greater.
3.5 You agree to pay all sales and use taxes, duties, or levies which are required by law as well as all attorney and collection fees arising from efforts to collect any unpaid balance on your account.
3.6 If you believe that COMPANY has billed you in error, you must contact the YOUREWARE Billing Department (per Section 11) within 30 days of the transaction date of the charge. Adjustments will not be given for any charges which are more than 30 days old.

4. Use of the Service.
4.1 You, any agents or employees of yours, any client for whom you may develop a Web site or said client's agents or employees of said client (collectively, the "Users") are the only individuals who are authorized to access the Service. Users must not permit anyone else to access the Service through Users' account and must ensure that all authorized users of your account comply with this Agreement.
4.2 Users are responsible for maintaining the confidentiality of passwords used by Users.
4.3 You must provide and maintain current and accurate contact information including a valid and working email address. Features of the Service rely upon contacting you via email. COMPANY is not responsible for any failures in communication with you due to an inaccurate or non-working email address.
4.4 You will not use the Service or permit others to use the Service through your account in any way that violates any law or regulation; subjects COMPANY to liability; or is in contravention of any of COMPANY's terms or policies.
4.5 Users/merchants using the YOUREWARE shopping cart shall maintain strict control over customer data they may receive in the process of transacting with users/merchants customers, in particular any data relative to credit card transactions. Users/merchants poor maintenance of customer data may subject users/merchants to the termination provisions set forth in Section 10.2.

5. Monitoring the Service; Disclosure of Member Information.
5.1 COMPANY has no obligation to monitor the Service but may do so and may disclose information regarding you and your use of the Service to satisfy laws, regulations or governmental requests; to operate the Service properly; and to protect itself.
5.2 COMPANY will not disclose your information to outside persons or entities except as required by law. COMPANY will comply with COMPANY's Privacy Policy (see http://www.youreware.com/legal/privacypolicy.html ).
5.3 COMPANY, AT ITS SOLE DISCRETION, MAY REMOVE OR REFUSE TO POST ANY INFORMATION OR MATERIALS, IN WHOLE OR IN PART, WHICH ARE UNACCEPTABLE, UNDESIREABLE, OR IN VIOLATION OF THIS AGREEMENT OR THE HOSTING AGREEMENT YOU MAY HAVE EXECUTED.
5.4 COMPANY reserves the right to collect customer data for solely its own purposes and those of COMPANY's formally affiliated companies on COMPANY's customers and the users/merchants' customers in order to be able to provide improved and expanded service offerings.

6. No Warranties Provided by COMPANY.
6.1 Except for certain products and services specifically identified as being offered by COMPANY, COMPANY does not control any information, products or services on the Internet and except for such COMPANY-identified content, all merchandise, information and services offered, made available, or accessible on the Internet are by third parties who are not affiliated with COMPANY.
6.2 YOU ASSUME FULL RESPONSIBILITY AND RISK FOR USE OF THE SERVICE AND THE INTERNET BY YOU AND YOUR AUTHORIZED USERS. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY INFORMATION, SOFTWARE OR OTHER MATERIAL ACCESSIBLE VIA THE SERVICE IS FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NON-INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE REGARDING ANY MERCHANDISE, INFORMATION OR SERVICE PROVIDED THROUGH COMPANY OR ON THE INTERNET GENERALLY. NO ADVICE OR INFORMATION GIVEN BY COMPANY OR ITS EMPLOYEES, AFFILIATES OR CONTRACTORS SHALL CREATE A WARRANTY.
6.3 COMPANY SHALL NOT BE LIABLE FOR ANY COSTS OR DAMAGES ARISING DIRECTLY OR INDIRECTLY FROM USE OF THE SERVICE. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES, AND OTHER INFORMATION, AND THE QUALITY AND MERCHANTABILITY OF ALL MERCHANDISE PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY.
6.4 YOU ASSUME FULL RESPONSIBILITY FOR RETAINING AND ARCHIVING DATA FOR ANY TRANSACTIONS PROCESSED THROUGH THE YOUREWARE SHOPPING CART AND CREDIT CARD GATEWAY(S). IN NO WAY IS COMPANY RESPONSIBLE FOR ANY LOSS OF DATA OR FOR ANY FAILURE TO MAINTAIN ARCHIVES OF YOUR TRANSACTIONS OR DATA. COMPANY IS IN NO WAY LIABLE FOR ANY COSTS OR LOSS OF BUSINESS DUE TO YOUR FAILURE TO MAINTAIN THE NECESSARY DATA ARCHIVING AND BACKUPS FOR YOUR BUSINESS PURPOSES.

7. Limitation of Liabilities.
7.1 UNDER NO CIRCUMSTANCES SHALL COMPANY, ITS EMPLOYEES, AFFILIATES OR CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT RESULT IN ANY WAY FROM ANY: USE OF YOUR ACCOUNT OR THE SERVICE OR ANY INABILITY TO USE THE SERVICE; ACCESS OF THE INTERNET OR ANY PART THEREOF; OR, YOUR RELIANCE ON OR USE OF INFORMATION, SERVICES OR MERCHANDISE PROVIDE ON OR THROUGH THE SERVICE OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE.

8. Indemnity.
You agree to defend, indemnify, and hold COMPANY and its affiliates harmless from any and all liabilities, costs, and expenses, including reasonable attorneys' fees, related to or arising from: any violation of this Agreement by you or those who access the Service through your account; and, the use of the Service or the Internet and the placement or transmission of any message, information, software, or other materials on the Internet by you or by those who have access to the Service though your account.

9. Term of Agreement.
This Agreement is effective from your acceptance thereof, which is indicated by your registration at the yourEware Web site, download of the yourEware software, the purchase of any services, features or products, or upon the first use of the Service, whichever is first. This Agreement shall continue in effect until either party gives the other party notice of termination as provided herein.

10. Termination of Agreement.
10.1 You may terminate this Agreement by using only the methods outlined in Section 11. Your termination will only be complete upon issuance of a confirmation number from COMPANY. You will receive verbal confirmation if you cancel by telephone, and a written reply through U.S. mail if you cancel by mail or Web form. EMAIL CANCELLATIONS WILL NOT BE ACCEPTED. Charges to your account will stop accruing the day we issue your confirmation number. COMPANY does not issue pro rata fee refunds.
10.2 COMPANY may terminate this Agreement at any time without cause upon 30 days prior notice; or immediately and without notice if you, or any person who has access to the Service through your account, commit a material breach of this Agreement, including but not limited to a breach of any obligation imposed under Section 4 or a failure to pay any charges within 45 days of the date they accrue. Any user/customer with a 75% credit card chargeback rate or has been negligent in the maintenance of customer data may be subject to immediate termination without notification. COMPANY shall accrue no liability of whatever nature for any termination pursuant to this Section 10.
10.3 Upon termination of this Agreement all rights granted to you and your authorized users under this Agreement shall immediately cease and terminate; and you must destroy or return to COMPANY all copies of software and documentation that you received from COMPANY.
10.4 Termination of this Agreement does not release you from the obligation to pay all accrued charges under the various agreements referred to by this Agreement.
10.5 COMPANY's right to enforce the provisions of Sections 3,5,6,7,8,11, and 12 shall survive termination of this Agreement.

11. Notice.
11.1 You may change or cancel your YOUREWARE account by the following methods only:
* First-class registered or certified mail, return receipt requested, addressed to yourEware, Inc., Customer Service, P.O. Box 276, Cornelius, Oregon 97113.
* Telephone calls directed to yourEware Billing and Accounting at 503-358-1463. Telephone requests will be verified by use of the "password" you provided to YOUREWARE at the time of registration.
11.2 COMPANY may provide any notice to you by any of the following methods: Electronic mail (email) addressed to your email account; general posting to YOUREWARE's Web site at http://youreware.com/legal/, constitute the entire agreement between you and COMPANY with respect to the Service.
12.6 COMPANY reserves the right to alter, amend or modify this Agreement at any time with or without notice. No amendment or modification to this Agreement by you shall be valid or binding on COMPANY unless made in writing and signed by both parties. Your continued use of the Service constitutes your acceptance of this Agreement or any modifications thereto.
yourEware™ is a trademark of yourEware, Inc.