Avalon Marketing and Internet Solutions

This Agreement is made between Purchaser (the "Client") and Avalon MIS (the "Developer") with a principal place of business at 1303 E Grand Avenue Suite 201H, Arroyo Grande, 93420.

1.   Definitions

“The Site” means a series of linked Web pages under common control and developed by Developer for Client under this Agreement.

“Client Content” means all data, code, trademarks and copyrighted content provided by Client for use by Developer on the Site.

“Developer Content” means all data, code, trade secrets, patents, designs, drawings, text created by Developer for use on the Site, including any modifications or enhancements provided by Developer.

2.   Developer Services

Developer will perform the development services described by the plan that is purchased. There are four stages of development services: Concept, Design, Initial Development and Final Development. Developer will complete the four stages on or before the dates listed in Attachment 1. Before delivering the Site to Client, Developer will test its components to make sure the Site and its components work as intended.

3.   Evaluation and Acceptance

As Developer completes each stage, Developer will submit the completed materials to Client for approval. Client will have five business days to approve the completed materials or provide corrections and comments.

Developer will have five business days after receiving Client's comments and corrections to submit a revised version of the materials to Client. Client will review the revised version within five business days of receipt and either approve the corrected version or make further changes.

If Client determines, in its reasonable discretion, that the materials are not acceptable after two attempts at correction by Developer, Client can terminate this Agreement. If Client fails to provide approval or comments during any of the approval periods, those materials will be considered to be approved.

If Client terminates this Agreement under this provision, Developer shall be entitled to compensation on a time and materials basis at an hourly rate of $55 plus expenses to the date of termination. Developer shall submit an invoice detailing its time and expenses. If the invoice amount is less than the amounts paid to Developer prior to termination, Developer shall promptly return the excess to Client. If the invoice amount exceeds the amounts paid to Developer prior to termination, Client shall pay Developer the difference within 30 days of the date of the invoice.

4.   Compensation

Developer shall be compensated at List Price specified by the selected Website Plan or Package (Product).  Except where noted otherwise, the List Price displayed for products on our website represents the full retail price.

5.   Payment of Developer's Costs

Client shall reimburse Developer for all out-of-pocket expenses incurred by Developer in performing services under this Agreement. Such expenses include, but are not limited, to

(a) purchased designs, extensions, and media not included in the package (addons);

Developer shall submit an itemized statement of Developer's expenses prior to purchase for Client approval. Client shall pay Developer within 3 days from the date of each statement.

6.   Late Fees

Late payments by Client shall be subject to late penalty fees of 5% per month or the maximum allowed under state law from the due date until the amount is paid.

7.   Materials

Client shall make available to Developer, at Client's expense, the following materials, facilities and equipment: Web hosting for Website Packages that do not include Web hosting. These items will be provided to Client within 24 hours of purchase.

8.   Changes in Project Scope

If Client wishes to implement major revisions after Client has already accepted Developer's work product following completion of any stage of development, Client shall submit to Developer a written proposal specifying the desired changes.

Developer will evaluate each such proposal at its standard rates and charges. Developer shall submit to Client a written response to each such proposal within 10 working days following receipt thereof. Developer's written response shall include a statement of the availability of Developer's personnel and resources, as well as any impact the proposed changes will have on the contract price, delivery dates or warranty provisions of this Agreement.

Client shall have 10 business days from receipt of Developer's response to its proposal to accept or reject it in writing. If Client accepts Developer's response, Developer shall draft a written Contract Amendment Agreement to reflect the desired changes and acknowledge any effect of such changes on the provisions of this Agreement. The Contract Amendment Agreement shall be signed by authorized representatives of Client and Developer, whereupon Developer shall commence performance in accordance with it.

Should Client reject Developer's response to its proposal , Client will so notify Developer within 10 working days of Client's receipt of the response. Developer will not be obligated to perform any services beyond those called for in this original Agreement

9.   Delays

Developer shall use all reasonable efforts to meet the delivery schedule set forth in Attachment 1. However, at its option, Developer can extend the due date for any deliverable by giving written notice to Client. The total of all such extensions shall not exceed 14 days.

Any delay or nonperformance of any provision of this Agreement caused by conditions beyond the reasonable control of the performing party shall not constitute a breach of this Agreement, provided that the delayed party has taken reasonable measures to notify the other of the delay in writing. The delayed party's time for performance shall be deemed to be extended for a period equal to the duration of the conditions beyond its control.

Conditions beyond a party's reasonable control include, but are not limited to, natural disasters, acts of government after the date of the Agreement, power failure, fire, flood, acts of God, labor disputes, riots, acts of war or terrorism and epidemics. Failure of subcontractors and inability to obtain materials shall not be considered a condition beyond a party's reasonable control.

The Client is responsible for providing necessary information and materials to complete the project. The Developer and the Client will agree on due dates at the beginning of the project. The Client can extend the due date for any deliverable by giving written notice to Developer. The total of all such extensions shall not exceed 14 days.

In the event any project extends past the 14 day allowable extension due to the Clients failure to provide requested information, Developer reserves the right to apply Penalty Fees at the rate of $500.00 PER WEEK OR PART THEREOF past the established project due date(s).

These fees will be reflected on the final invoice for payment before the site can be activated.  To avoid such delay penalties, the Client assumes the responsibility of ensuring that they work with Developer to provide promptly, all required input for the site.

10.      Ownership of Developer Content

Developer shall retain all copyright, patent, trade secret and other intellectual property rights Developer may have in Developer Content. Subject to payment of all compensation due under this Agreement , Developer grants Client a nonexclusive, nontransferable, royalty-free license to use Developer Content. This license shall authorize Client to:

11.      Ownership of Developer Tools

Client acknowledges that Developer owns or holds a license to use and sublicense various development or authoring tools its uses to create websites for its clients. By way of example, such tools may include, but are not limited to, such items as: HTML code, Java code, Java applets, subroutines, search engines and toolbars for maneuvering between pages. Such material shall be referred to as “Developer's Tools.”

Developer retains all right, title and interest, including all copyright, patent rights and trade secret rights in Developer Tools. Subject to full payment of the fees due under this Agreement, Developer grants Client a nonexclusive, perpetual worldwide license to use the Developer Tools to operate the Site and for all updates and revisions thereto. However, Client shall make no other commercial use of Developer Tools without Developer's written consent.

12.      Website Credits and Links

Developer can place hypertext links on Developer's website to Client's Site as an example of Developer's services.

13.      Site Hosting

While the Site is under construction and until final payment is received by Developer, Developer will host the Site pages as they are constructed in a special directory on its web space at the List Price.

14.      Domain Name

If requested by Client, Developer will register the domain name for the Client. Client shall bear all expenses incurred in registering the domain name.

15.      Developer Representations and Warranties

THE DEVELOPER CONTENT FURNISHED UNDER THIS AGREEMENT IS PROVIDED ON AN AS "AS IS" BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS EXPRESS, IMPLIED OR STATUTORY; INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NOR ARE THERE ANY WARRANTIES CREATED BY A COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. DEVELOPER DOES NOT WARRANT THAT THE OPERATION OF THE SITE WILL BE CONTUNUAL, UNINTERRUPTED OR ERROR FREE. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR DEVELOPER CONTENT.

Developer represents and warrants to Client that:

THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE THE ONLY WARRANTIES GRANTED BY DEVELOPER. DEVELOPER DISCLAIMS ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

16.      Intellectual Property Infringement Claims

Developer represents, BUT DOES NOT WARRANT, that to the best of its knowledge the Developer Content delivered to Client under this Agreement will not infringe any valid and existing intellectual property right of any third party.

17.      Limitation of Developer's Liability to Client

(a) In no event shall Developer be liable to Client for lost profits of Client, or special or consequential damages, even if Developer has been advised of the possibility of such damages.

(b) Developer's total liability under this Agreement for damages, costs and expenses, regardless of cause, shall not exceed the total amount of fees paid to Developer by Client under this Agreement

(c) Developer shall not be liable for any claim or demand made against Client by any third party except to the extent such claim or demand relates to copyright, trade secret or other proprietary rights, and then only as provided in the section of this Agreement entitled Intellectual Property Infringement Claims.

(d) Client shall indemnify Developer against all claims, liabilities and costs, including reasonable attorney fees, of defending any third party claim or suit arising out of the use of the Developer Content provided under this Agreement, other than for infringement of intellectual property rights.  Developer shall promptly notify Client in writing of any third party claim or suit and Client shall have the right to fully control the defense and any settlement of such claim or suit.

18.      Client Representations and Warranties

Client represents and warrants to Developer as follows:

Client will indemnify Developer from any third‑party claims resulting in losses, damages, liabilities, costs, charges, and expenses, including reasonable attorney fees, arising out of any breach of any of Client's representations and warranties contained in this Agreement. For such indemnification to be effective, however, Developer must give Client prompt written notice of any such claim and provide Client such reasonable cooperation and assistance as Client may request in the defense of such suit. Client will have sole control over any such suit or proceeding.

19. Confidentiality

Confidentiality: During the term of this Agreement and for six months afterward, Developer will use reasonable care to prevent the unauthorized use or dissemination of Client's confidential information. Reasonable care means at least the same degree of care Developer uses to protect its own confidential information from unauthorized disclosure.

At times, our clients are asked to provide a testimonial about our services and/or we may want to write a featured article about their project.

20.      Term of Agreement

This Agreement commences on the date it is executed and shall continue until full performance by both parties, or until earlier terminated by one party under the terms of this Agreement.

21.      Termination of Agreement

Each party shall have the right to terminate this Agreement by written notice to the other if a party has materially breached any obligation herein and such breach remains uncured for a period of 30 days after written notice of such breach is sent to the other party.

If Developer terminates this Agreement because of Client's default, all of the following shall apply:

(a) Client shall immediately cease use of the Developer Content;

(b) Client shall, within 10 days of such termination, deliver to Developer all copies and portions of the Developer Content and related materials and documentation in its possession furnished by Developer under this Agreement;

(c) All amounts payable or accrued to Developer under this Agreement shall become immediately due and payable; and

(d) All rights and licenses granted to Client under this Agreement shall immediately terminate.

22.      Taxes

The charges included here do not include taxes. If Developer is required to pay any federal, state or local sales, use, property or value added taxes based on the services provided under this Agreement, the taxes shall be separately billed to Client. Developer shall not pay any interest or penalties incurred due to late payment or nonpayment of such taxes by Client.

23.      Developer an Independent Contractor

Developer is an independent contractor, and neither Developer nor Developer's staff is, or shall be deemed, Client's employees. In its capacity as an independent contractor, Developer agrees and represents, and Client agrees, as follows:

(a) Developer has the right to perform services for others during the term of this Agreement subject to noncompetition provisions set out in this Agreement, if any.

(b) Developer has the sole right to control and direct the means, manner and method by which the services required by this Agreement will be performed.

(c)     Developer has the right to perform the services required by this Agreement at any place or location and at such times as Developer may determine.

(d)     Developer will furnish all equipment and materials used to provide the services required by this Agreement.

(e) The services required by this Agreement shall be performed by Developer, or Developer's staff, and Client shall not be required to hire, supervise or pay any assistants to help Developer.

(f) Developer is responsible for paying all ordinary and necessary expenses of its staff.

(g) Neither Developer nor Developer's staff shall receive any training from Client in the professional skills necessary to perform the services required by this Agreement.

(h) Neither Developer nor Developer's staff shall be required to devote themselves full-time to the performance of the services required by this Agreement.

(i)  Client shall not provide insurance coverage of any kind for Developer or Developer's staff.

(j) Client shall not withhold from Developer's compensation any amount that would normally be withheld from an employee's pay.

24.      Non-Solicitation of Developer's Employees

Client agrees not to knowingly hire or solicit Developer's employees during performance of this Agreement and for a period of 18 months after termination of this Agreement without Developer's written consent.

25.      Designated Representatives

Clients may wish to identify a representative to receive and send materials, approvals, comments, invoices and other materials discussed in this agreement.

26.      Website Hosting

Developer will host the Site after its launch according to the terms stated in purchased Website Package.

27.      Disputes

Mediation and Possible Litigation. If a dispute arises, the parties will try in good faith to settle it through mediation conducted by a mediator to be mutually selected.

Each party will cooperate fully and fairly with the mediator and will attempt to reach a mutually satisfactory compromise to the dispute. The parties will share the costs of the mediator equally. If the dispute is not resolved within 30 days after it is referred to the mediator, either party may take the matter to court.

28.      Attorney Fees and Expenses

If there is litigation, the prevailing party may collect from the other party its reasonable costs and attorney fees incurred in enforcing this Agreement.

29.      Survival

The provisions of Sections 16 through 18  will survive any termination of this Agreement.

30.      General Provisions

(a) Complete Agreement: This Agreement, together with all exhibits, appendices or other attachments, which are incorporated herein by reference, is the sole and entire Agreement between the parties. This Agreement supersedes all prior understandings, agreements and documentation relating to such subject matter. In the event of a conflict between the provisions of the main body of the Agreement and any attached exhibits, appendices or other materials, the Agreement shall take precedence.

(b) Modifications to Agreement: Modifications and amendments to this Agreement, including any exhibit or appendix hereto, shall be enforceable only if they are in writing and are signed by authorized representatives of both parties.

(c) Applicable law: This Agreement will be governed by the laws of the State of California.

(d) Notices: All notices and other communications given in connection with this Agreement shall be in writing and shall be deemed given as follows:

(e) No Agency: Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties.

(f) Assignment: The rights and obligations under this Agreement are freely assignable by either party. Client shall retain the obligation to pay if the assignee fails to pay as required by this Agreement.

(g) Successors and Assigns: This agreement binds and benefits the heirs, successors and assigns of the parties.

(h) Severability: If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement will be interpreted so as best to carry out the parties' intent.

31.Purchase Agreement

Each party represents and warrants that on this date they are duly authorized to bind their respective principals.

 

Attachment 1

Development Stages and Due Dates

Development Services shall consist of four stages:

 

Stage	Services	Due Date
Concept	The parties will (Interview) discuss and agree upon the basic concept for the Client website and Developer shall prepare a written summary of the basic elements of the website's functionality and appearance	Within 5 days of the date developer receives requested info and Client Interview.
Design	The parties will discuss and agree upon the design of the Client website and Developer shall prepare a detailed summary of the proposed appearance, operation and functionality, including a list of all necessary software and materials necessary to launch the Site.	Within 5 days of the approval of the Concept Stage.
Initial Development	During Initial Development, Developer shall prepare the following web pages for the Site and demonstrate the ffunctionality for the Site.	Within 10 days of the approval of the Design Stage.
Final Development	Developer will complete all requirements for the Site and host it in a manner that Client can view.	Within 5 days of the approval of the Initial Development Stage.

Web Hosting Agreement

1. Domain Name Registration

1.1. Avalon MIS makes no representation that the domain name you wish to register is capable of being registered by or for you or that it will be registered in your name. You should therefore not assume registration of your requested domain name(s) until you have been notified that it has or they have been registered. Any action taken by you before such notification is at your risk.

1.2. The registration and use of your domain name is subject to the terms and conditions of use applied by the relevant naming authority; you shall ensure that you are aware of those terms and conditions and that you comply with them.

1.3. You shall have no right to bring any claim against us in respect of any refusal to register a domain name by the relevant registration authority.

1.4. Any administration charge paid by you to us shall be non-refundable notwithstanding refusal by the Registry to register your desired name.

1.5. We shall have no liability in respect of the use by you of any domain name; any dispute between you and any other person must be resolved between the parties concerned in such dispute. If any such dispute arises, we shall be entitled, at our discretion and without giving any reason, to withhold, suspend or cancel the domain name. We shall also be entitled to make representations to the relevant Registry but will not be obliged to take part in any such dispute.

1.6. We shall not release any domain to another provider unless full payment for that domain has been received by us.

1.7. If the domain name registration was made under a "free domain registration" offer, registration fees may be applied if: -

1.7.1. You want to transfer the domain name away from Avalon MIS.

1.7.2. You want to use the domain name with the services of another provider.

1.7.3. If you are no longer subscribed to the services that were taken out as part of the "free domain registration" offer.

1.8. The renewal of .eu domain name registrations MUST be explicitly made by the 14th day before the expiration date of the domain name's registration period. After this date .eu domain names can NOT be renewed. Avalon MIS can not be held liable if you fail to renew the registration of a .eu domain in accordance to this condition.

1.9. Avalon MIS can not be held liable for any loses incurred as a result of failure to renew the registration of a domain name, either by yourself, or on the part of Avalon MIS.

1.10. REGISTRATION FEES FOR DOMAIN NAMES IS NON-REFUNDABLE, ONCE THE DOMAIN NAME REGISTRATION HAS BEEN SUBMITTED TO THE RELEVANT REGISTRATION AUTHORITY.

2. Web Site Hosting, Databases, and Email

2.1. Avalon MIS provides World Wide Web hosting resell service. Avalon MIS reserves the right to suspend or cancel a customer's access to any or all services provided by Avalon MIS when Avalon MIS decides that the account has been inappropriately used or otherwise.

2.2. Avalon MIS makes no representation and gives no warranty as to the accuracy or quality of information received by any person via the Servers and we shall have no liability for any loss or damage to any data stored on the Servers.

2.3. You shall effect and maintain adequate insurance cover in respect of any loss or damage to data stored on the Server.

2.4. You represent, undertake and warrant to Avalon MIS that you will use the Web Site allocated to you only for lawful purposes. In particular, you represent, warrant and undertake to us that: -

2.4.1. You will not use the Servers in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will you authorise or permit any other person to do so.

2.4.2. You will not upload, post, link to or transmit:

2.4.2.1. Any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic, blasphemous, profane or otherwise objectionable in any way.

2.4.2.2. Any material containing a virus or other hostile computer program.

2.4.2.3. Any material which constitutes, or encourages the commission of, a criminal offence or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction.

2.4.2.4. Any file that you do not own the copyright to in the first person, including but not limited to; music files, mp3's, video files, movies, games (including mods, patches, and add-ons), software, and shareware.

2.4.2.5. Illegal Material - This includes copyrighted works, commercial audio, video, or music files, and any material in violation of any Federal, State or Local regulation.

2.4.2.6. Adult Material - Includes all pornography, erotic images, or otherwise lewd or obscene content. The designation of "adult material" is left entirely to the discretion of Avalon MIS.

2.4.2.7. Warez - Includes pirated software, ROMS, emulators, phreaking, hacking, password cracking. IP spoofing, etc., and encrypting of any of the above. Also includes any sites which provide 'links to' or 'how to' information about such material.

2.4.2.8. Any material which is forbidden by our Acceptable Use Policy.

2.5. You will not employ programs which consume excessive system resources, including but not limited to processor cycles and memory.

2.6. Any file you store on the Servers will be reachable via a hyperlink from a page on your site.

2.7. You shall keep secure any identification, password and other confidential information relating to your account and shall notify us immediately of any known or suspected unauthorised use of your account or breach of security, including loss, theft or unauthorised disclosure of your password or other security information.

2.8. You shall observe the procedures which we may from time to time prescribe and shall make no use of the Servers which is detrimental to our other customers.

2.9. You shall procure that all email is sent in accordance with applicable legislation (including data protection legislation) and in a secure manner.

2.10. You shall ensure that all web applications and scripts that you run on the servers that send email are adequately protected from malicious abuse, both from website visitors, remote submission, and automated spam programs.

2.11. Community Hosting Packages are for the exclusive hosting of Avalon MIS Forums ONLY. You will not host other files, web pages, applications, programs, or scripts on the Community Hosting Packages.

2.12. In the case of an individual User, you warrant that you are at least 18 years of age and if the User is a company, you warrant that the Services will not be used by anyone under the age of 18 years.

2.13. Any access to other networks connected to Avalon MIS and our agents must comply with the rules appropriate for those other networks.

2.14. While we will use every reasonable endeavour to ensure the integrity and security of the Servers, we do not guarantee that the Servers will be free from unauthorised users or hackers and we shall be under no liability for non-receipt or misrouting of email or for any other failure of email.

2.15. Avalon MIS reserves the right to delete any file on our network where we believe that said file or files are not permitted under these Terms and Conditions.

2.16. Although we do make regular backups of the servers, we do not guarantee the integrity of our backups or that we will be able to recover all or any files, databases, and email. We strongly recommend that you have an independent backup of all data stored on our network in the event we are unable to recover your data after a data loss.

2.17. FEES FOR SSL CERTIFICATES IS NON-REFUNDABLE, ONCE THE SSL CERTIFICATE HAS BEEN ISSUED.

3. Email

3.1. You will not use our network to send or transmit, or use the services of another company, for email forbidden in these Terms and Conditions, or under our Acceptable Use Policy or Anti-SPAM Policy. YOU WILL BE A CHARGED A 'CLEAN UP' FEE OF $500 PLUS AN ADDITIONAL $200 PER HOUR ADMINISTRATIVE CHARGES FOR ACCOUNTS TERMINATED OR SUSPENDED UNDER THE ANTI-SPAM POLICY.

3.2. You will keep mailbox password confidential, and to change passwords on a regular basis. Avalon MIS is not responsible for any data losses or security issues due to stolen passwords.

3.3. We monitor the servers as a whole but not individual mailboxes.

3.4. You can run anti-SPAM software on the email servers. You can determine the levels of SPAM protection, and actions to be taken when SPAM is detected from within the webmail account for the mailbox.

3.5. By default all mailboxes do not have Greylisting enabled to prevent SPAM. This can be disabled from within the webmail account for the mailbox.

3.6. We do not run anti-SPAM software on outbound email from all mailboxes. However, Avalon MIS reserves the right to mark or delete any messages determined to be SPAM.

3.7. We do not run anti-virus software on all email which passes through the mail servers. Avalon MIS reserves the right to run anti-virus software and to delete any email which is flagged as being infected or containing one of more virus signatures.

3.8. You will scan your incoming email to and from your systems for viruses. We do not scan your email for viruses, nor can we guarantee that your email will be virus free and shall not be held liable in the event any of your systems become infected with a virus as a result of using our services.

3.9. Avalon MIS policy on maintaining stable data-transfer levels includes a deletion process for email that has not been downloaded locally within 180 days of receipt, 30 days for items placed in the webmail deleted and junk mail folders. Avalon MIS cannot be held responsible for lost items that have exceeded these limits.

3.10. If we identify a mailbox or domain that is causing problems, we will either remove the offending mailboxes or change their settings to resolve the issue. In extreme cases, we will disable email or suspend all services to the domain as appropriate. Common issues that cause problems are: -

3.10.1. Where a mailbox receives large volumes of undeliverable email.

3. 10.2. Where mailboxes have forwarders set to other mailboxes where mail cannot be delivered.

3. 10.3. Where mailboxes have forwarders and/or auto-responders that generate circular mail loops.

3.11. You represent, undertake and warrant to Avalon MIS that you will use the email services for lawful purposes. In particular, you represent, warrant and undertake to us that: -

3.11.1. You shall not send messages or communications, which are unsolicited, offensive, abusive, indecent or obscene.

3.11.2. You shall not send messages causing annoyance, inconvenience or anxiety to another user of the Internet.

3.11.3. You shall not send messages for the purpose of Fraud and /or with the intention of committing a criminal offence.

3.12. Avalon MIS reserves the right to terminate or suspend services and accounts where: -

3.12.1. A significant volume of email is sent from a domain in a defined timescale.

3.12.2. Use of the Avalon MIS email services is forbidden by our Anti-SPAM Policy.

4. High Resource User Policy

4..1. Resources are defined as bandwidth, processor utilization or disk space. Avalon MIS may implement the following policy to its sole discretion:

4.1.1. When the resources utilised by a customer in using a service are abnormally high, Avalon MIS reserves the right to suspend that service immediately. This policy is only implemented in extreme circumstances and is intended to prevent the misuse of our servers. Customers may be offered an option whereby Avalon MIS continues hosting the web site for an additional fee.

Extra bandwidth is charged at $1.00 per 1,000MB per month payable in advanced. Avalon MIS reserves the right to determine what constitutes to 'abnormally high'. Failure to comply with such measures may result in your service being terminated.

5. Service Availability

5.1. Avalon MIS shall use our reasonable endeavours to make available to you at all times the Servers and the Services but we shall not, in any event, be liable for interruptions of Service or down-time of the Services.

5.2. Avalon MIS shall have the right to suspend the Services at any time and for any reason, generally without notice, but if such suspension lasts or is to last for more than 7 days you will be notified of the reason.of the Services.

6. Payments

6.1. All charges payable by you for the Services shall be in accordance with the scale of charges and rates published from time to time by us on our web site and shall be due and payable in advance of provision of the Services.

6.2. Avalon MIS reserves the right to change pricing at any time although all pricing is guaranteed for the period of pre payment.

6.3. Payment is due each month, quarter or year following the date the Services were established until closure notice is given in writing at least 7 days before the service renewal date.

6.4. All payments must be in US Dollars, paid online using the online payment provided by Avalon MIS or by prior arrangement.

6.5. Without prejudice to our other rights and remedies under this Agreement, if any sum payable is not paid on or before the due date, we shall be entitled forthwith to suspend the provision of Services to you.

6.6. If an account goes unpaid for at least seven days, a $10.00 late payment fee will be applied and the account and all its associated services are suspended.

6.7. Once an account has a suspended status, access to files, databases, emails, and other content is explicitly denied. All files, databases, emails, and other content including the account itself is permanently deleted after ten days of account suspension.

6.8. If you wish to reactivate an account which has been deleted then a $25.00 charge will be applied upon account reactivation to cover administration costs.

6.9. Should access to files, databases and other content be required before they are deleted, account reactivation will be required.

7. Suspended Accounts and Refunds

7.1. Avalon MIS shall be entitled to suspend the Services and/or terminate this Agreement forthwith without notice to you if you:

7.1.1. Fail to pay any sums due to us as they fall due.

7.1.2. Break any of these Terms and Conditions, including accompanying Acceptable Use Policy and Anti-SPAM Policy.

7.1.3. Are a company and you go into insolvent liquidation or suffer the appointment of an administrator or administrative receiver or enter into a voluntary arrangement with your creditors.

7.1.4. Refunds will be given at the discretion of the management, admin fees may be deducted.

7.1.5. Avalon MIS reserves the right to suspend the Services and/or terminate this Agreement at any time. In the event of this you will be entitled to a pro rata refund based upon the remaining period of prepayment, unless your account was suspended due to a breach of the terms and conditions.

7.1.6. You may cancel the Services at any time. To do so you must request cancellation of the Services in writing including your account username and password. We will cancel the Services within 5 working days of receipt of your request.

7.1.7. During the first 30 days of Services, You are entitled to a refund of the basic hosting package rental fee, but not including admin fees, should You decide to cancel the Service. No full refunds will be made if your account was suspended due to a breach of the Terms and Conditions or after the first 30 days of service should You decide to cancel the Services.

7.1.8. Where payment has been made by credit or debit card, any refund will only be issued to the same credit or debit card.

7.1.9. On termination of this Agreement or Suspension of the Services we shall be entitled immediately to stop access to your Web Site and to remove all data located on the Avalon MISs.

8. Termination of this Agreement

8.1. Either Party may terminate this Agreement, with or without cause, upon 10 days prior written notice to the other party.  Termination of this Agreement prior to the end of the term hereof shall not effect the fees due for the Web Site.

8.2. Upon cancellation, access to services supplied by Avalon MIS will be removed, and any account or services will be terminated and files or content, including web files and email will be deleted. All outstanding balances will become due upon termination of the Agreement.

9. Indemnification

9.1 Owner is solely responsible for any liability arising out of or related to the Web Site. Owner agrees to indemnify and hold Avalon MIS harmless from and against any and all liabilities, losses, damages, and expenses, including reasonable attorney fees and experts' fees, associated with any claim or action brought  against Avalon MIS related to or arising out of the Web Site or Owner's breach of its warranties under this  Agreement.

10. Miscellaneous

10.1          This Agreement may not be assigned by either Party or by operation of law to any other person, firm, or entity without the express written approval of the other Party.
10.2          This Agreement may be amended at any time and from time to adjust for changes in new laws and regulations. Amendments must be in writing and signed by each Party to be bound.
10.3          Either Party will be excused from delays in performing or from failing to perform its obligations under this Agreement to the extent they act diligently to remedy the cause of the delay or failure.
10.4          If any term, provision, covenant, or condition of this Agreement is found to be invalid or unenforceable, the rest of the Agreement shall remain in full force and effect  and shall in no way be affected or invalidated.
10.5          This Agreement, including all Exhibits, Appendices, and Attachments, contains the entire agreement of the Parties relating to the rights granted and obligations assumed herein. Any subsequent  modification concerning this instrument shall be of no force or effect unless contained in a subsequent  written modification signed by the Party to be charged.
10.6          This Agreement shall be governed. construed and interpreted in accordance with the laws of the State of California (without respect to principles of conflicts of law).
10.7          In any action brought under this Agreement, the prevailing party shall be entitled to recover its actual costs and attorney fees and all other litigation costs, including expert witness fees, and all actual attorney fees and litigation costs incurred in connection with the enforcement of a judgment arising from such action or proceeding.

11. Limitations of Warranties and Liability

EXCEPT AS SPECIFIED IN THIS WARRANTY SECTION, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY WEB HOST RESELLER, ITS SUPPLIERS AND LICENSORS. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE LIMITATION MAY NOT APPLY.