IV. PAYMENT

4.1 Payment Terms

Unless modified in accordance with Section 4.6, You will pay all fees due according to the prices and terms applicable to your Services, including option features. Recurring fees will be charged, if recurring billing option selected, in advance to Your credit card or designated funding source. If Your credit card or designated funding source is invalid or You are otherwise past-due in your payments for any reason, the Service may be terminated and removed from OnWebCenter's servers by OnWebCenter with or without notice, and all the information contained within deleted permanently. OnWebCenter accepts no liability for information or content that is deleted due to an invalid credit card or where Your payments are past-due. Reactivation of the Service after termination or cancellation for any reason shall require re-subscription to the service. In the event You fail to pay or dispute charges, OnWebCenter may assign unpaid late balances to a collection agency for appropriate action. In the event legal action is necessary to collect on balances due, You agree to reimburse OnWebCenter for all expenses incurred to recover sums due, including attorneys' fees and other legal expenses. You also agree to pay all current charges for the Service as well as taxes and fees assessed against You or OnWebCenter on the charges and all late payment, interest or other fees as stated on Your bill. OnWebCenter may modify its billing practices or late payment charges by providing You with prior written notice of the modification. OnWebCenter in its discretion may offer discounts or special offers from time to time.

4.2 Upgrades

You can upgrade between the plans and products listed in Section 2 above at any time. Such upgrade will take effect immediately. The credit card or funding source that You provided will automatically be charged for the new fees.

4.3 Price Changes

OnWebCenter may, upon notice required by applicable laws, at any time change the amount of or basis for determining any fee or charge or institute new fees or charges with respect to the Service. Upon renewal, as provided in Section 5.1, the prices charged may be changed without notice to the then prevailing price for the Services.

4.4 Taxes

You shall pay or otherwise be responsible for all federal, state or local sales, use, excise, gross receipts, municipal fees, transfer, transaction, property, or similar taxes, fees, or surcharges (hereinafter "Tax") imposed on, or with respect to, the Services under this Agreement.

V. TERM AND TERMINATION

5.1 Term

The initial term of this Agreement and these Terms will commence on the date that You complete the Registration Process and agree to these Terms (or the first date on which you use the Service, whichever comes first) and will remain effective until you cancel the service. Except as set forth in these Terms, neither party will be liable to the other for any termination or expiration of any Service or this Agreement in accordance with its Terms.

5.2 Cancellation/Termination by You

You may cancel Your Service and terminate these Terms at any time. If You cancel the Service before the end of the Initial or Renewal Term, Your Service and access to the Service will be discontinued within 10 business days. No refund will be provided for any payments You have made.

5.3 Termination by OnWebCenter

OnWebCenter may terminate these Terms at any time upon notice to You. Notwithstanding anything to the contrary herein, OnWebCenter may also, but has no duty to, immediately suspend or terminate Your Service, terminate Your access and password, remove Your Service from OnWebCenter servers, or remove any Content within the Service, if OnWebCenter concludes, in its sole discretion, that You (a) have breached, violated or acted inconsistently with the letter or spirit of these Terms, including any applicable OnWebCenter Policy or any applicable law or regulation; (b) have provided false information as part of your Account Information, (c) are engaged in fraudulent or illegal activities or the sale of illegal or harmful goods or services; or (d) are engaged in activities or sales that may damage the rights or reputation of OnWebCenter or others (each Termination for Cause). Any Termination For Cause by OnWebCenter will take effect immediately, and You expressly agree that You will not have any opportunity to cure. If Your user ID is terminated for any reason, these Terms and Your access to the Service will also be terminated.

5.4 Termination for Cause by Either Party

In addition to any other right to terminate set forth herein, either party may terminate this Agreement if: (i) the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same, except in the case of failure to pay fees, which must be cured within five (5) days after receipt of written notice from OnWebCenter; (ii) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (iii) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.

5.5 Termination Legal Event

In the event a ruling, regulation or order issued by a judicial, legislative or regulatory body causes OnWebCenter to believe that these Terms and/or the Service provided hereunder may be in conflict with such rules, regulations and/or orders, OnWebCenter may suspend or terminate the Service, or terminate these Terms without liability.

5.6 Deletion of Content

Upon any termination of the Service, OnWebCenter reserves the right to permanently delete from its servers any and all information and content contained in Your account or Service, including but not limited to content, images, and E-mail, generated by You or the Service. OnWebCenter accepts no liability for such deleted information or content.

5.7 Responsibility for Fees

Should OnWebCenter suspend a portion, but not all, of your Service due to a violation by You of any law, regulation or policy, You shall remain liable for all fees applicable to the Service as a whole. Should OnWebCenter terminate your Service, You are liable for the payment of all fees applicable to the Service up to the date of termination.

5.8 Waiver

You expressly waive any statutory or other legal protection in conflict with the provisions of this Section 5.

VI. COMMUNICATIONS

As part of the Service, You agree to receive communications from OnWebCenter regarding services available to you, and any system announcements.

VII. PRIVACY AND ACCEPTABLE USE

7.1 OnWebCenter Policies

You agree that you have received, read and understand the OnWebCenter Privacy Policy (OnWebCenter Policies ) and also the E-mail Guidelines. The OnWebCenter Policies contain restrictions on Your online conduct (including prohibitions against Unsolicited Bulk Email [UBE]). The current version of the OnWebCenter Policies is posted at the OnWebCenter web site as set forth in Section 1.1. OnWebCenter may change the OnWebCenter Policies upon notice to You, which notice may be provided by posting such new OnWebCenter Policies at the OnWebCenter web site.

As part of Your Registration Process, You agree that some communications are required, such as, by way of example and not limitation, customer service messages regarding Your Service, and updates to the Service. In order to opt-out of receiving such communications You must cancel the Service. You also understand and agree that the Service may include certain communications from OnWebCenter, such as service announcements and administrative messages, and that these communications are considered part of OnWebCenter membership and You will not be able to opt out of receiving them.

7.2 Prohibited Uses

In addition to those matters set forth in the OnWebCenter Policies, You shall not post, transmit, re-transmit or store material on or through any of the Services which, in the sole judgment of OnWebCenter (i) is in violation of any local, state, federal or foreign law or regulation, (ii) is threatening, obscene, indecent, defamatory or that otherwise could adversely affect any individual, group or entity (collectively, "Persons") or (iii) violates the rights of any person, including rights protected by copyright, trade secret, patent or other intellectual property or similar laws or regulations including, but not limited to, the installation or distribution of "pirated" or other software products that are not appropriately licensed for Your use. You agree that you will NOT knowingly use the Service, among other things, to:

(a) upload, post, E-mail, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

(b) harm minors in any way;

(c) impersonate any person or entity, including but not limited to a OnWebCenter official, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service;

(e) upload, post, E-mail, transmit or otherwise make available any content that You do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(f) upload, post, E-mail, transmit or otherwise make available any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

(g) upload, post, E-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas (such as shopping rooms) that are designated for such purpose;

(h) upload, post, E-mail, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(i) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

(j) violate any applicable local, state, national or international law, including but not limited to regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;

(k) "stalk" or otherwise harass another;

(l) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

(m) collect or store personal data about other users;

(n) promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, but is not limited to, providing instructions on how to assemble bombs, grenades and other weapons, and creating "Crush" sites;

(o) use your home page (or directory) as storage for remote loading or as a door or signpost to another home page, whether inside or beyond OnWebCenter sites;

You agree to indemnify and hold harmless OnWebCenter from any claims resulting from the use of the Services which damages You or any other party. OnWebCenter reserves the right to investigate You, Your business, and/or Your owners, officers, directors, managers and other principals, Your sites, and the materials comprising the sites, at any time. These investigations will be conducted solely for OnWebCenter's benefit, and not for Your benefit or that of any third party. If the investigation reveals any information, act or omission, which in OnWebCenter's sole opinion, constitutes a violation of any local, state, federal or foreign law or regulation, or the OnWebCenter Policies, OnWebCenter may immediately shut down the site, and notify You of the action. You agree to waive any cause of action or claim You may have against OnWebCenter for such action.

VIII. OWNERSHIP AND SECURITY

You will receive a password from OnWebCenter to provide access to and use of Your Service, and You agree to keep Your password confidential. You are entirely responsible for maintaining the security of Your Service, and You are fully responsible for all activities that occur under Your Service and password. You agree to immediately notify OnWebCenter of any unauthorized uses of the Service or any other breaches of security. OnWebCenter cannot and will not be liable for any loss or damage from Your failure to comply with this security obligation. You acknowledge and agree that under no circumstances will OnWebCenter be liable, in any way, for any acts or omissions, of You or any user of Your Service to whom You gave access, including any damages of any kind incurred as a result of such acts or omissions.

VIV. CONTENT AND SOFTWARE

9.1 Content and Conduct Rules

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, goods, products, services, links to other World Wide Web sites or resources and other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that You, and not OnWebCenter, are entirely responsible for all Content that You upload, post, transmit or otherwise make available via the Service. The Content must comply with these Terms, including applicable OnWebCenter Policies, and any applicable law or regulation.

9.2 Content Ownership

OnWebCenter does not claim ownership of the Content You place on Your Service. By submitting Content to OnWebCenter for inclusion on Your Service, You grant OnWebCenter and its successors and assigns, the world-wide, royalty-free, and non-exclusive license under Your copyrights and other intellectual property rights, if any, in all material and content displayed in Your website to use, distribute, display, reproduce, and create derivative works from such material in any and all media and display in any manner and on any OnWebCenter property. You also grant OnWebCenter the right to maintain such content on OnWebCenter's servers during the term of these Terms and to authorize the downloading and printing of such material, or any portion thereof, by end-users for their personal use. This license exists only for as long as You continue to be a Service customer and terminates when Your Service is terminated.

You acknowledge that OnWebCenter does not pre-screen Content, but that OnWebCenter and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service. Without limiting the foregoing, OnWebCenter and its designees shall have the right to remove any Content that violates these Terms, including any applicable OnWebCenter Policies, is illegal, or is otherwise objectionable as determined in OnWebCenter's sole discretion. You agree that You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.

9.3 OnWebCenter Proprietary Rights and Software

You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content available from OnWebCenter for the Service or information presented to You through the Service is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by OnWebCenter, You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the such Content, the Service or the Software, in whole or in part.

OnWebCenter grants to You a personal, non-transferable and non-exclusive right and license to use the object code of its Software only on a server controlled by OnWebCenter for the sole purpose of using the Service; provided that You do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided or authorized by OnWebCenter for use in accessing the Service.

You may not use web pages or parts of web pages generated by means of the Service, other than Content that originates from and is proprietary to You, on any server other than the servers controlled by OnWebCenter without OnWebCenter's express written agreement. You also acknowledge and agree that the Service is intended for access and use by means of web browsing software, and that OnWebCenter does not commit to support any particular browsing platform. OnWebCenter reserves the right at any time to revise and modify the Service, release subsequent versions thereof and to alter features, specifications, capabilities, functions, and other characteristics of the Service, without notice to You. If any revision or modification to the Service materially changes Your ability to conduct business, Your sole remedy is to cancel Your Service.

With respect to any elective, additional software that may be made available by OnWebCenter in connection with the Service, if You elect to download or access such additional software, You understand that You may have to agree to additional terms and conditions before You use such software.

X. COMPLIANCE

10.1 You represent and warrant that You are not a resident of any country or affiliated with any organization prohibited to do business within the United States. You further represent and warrant that You will not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. or country of residence or jurisdiction in connection with this Agreement without first complying with all export control laws and regulations that may be imposed by the Canadian or U.S. Government or any country or organization of nations within whose jurisdiction You operate or do business. You agree to comply with all applicable Canadian and non-Canadian laws, rules, regulations and orders, including but not limited to, tax, export and import, embargo and trade sanctions, intellectual property, including copyright, content, sales, mail-order, commerce, and e-commerce laws and regulations. You shall be responsible for determining what laws or regulations are applicable to Your use of the Services. You shall, upon the request of OnWebCenter, provide OnWebCenter assurance of Your compliance with those laws. You acknowledge that OnWebCenter exercises no control whatsoever over the content of the information passing through Your site(s) and that it is Your sole responsibility to ensure that the information You and Your users transmit and receive complies with all applicable laws and regulations and the OnWebCenter Policies.

10.2 You are responsible for charging and collecting from Your end user customers any and all applicable taxes. If You fail to impose and/or collect any tax from end users or other customers as required herein, then, as between OnWebCenter and You, You shall remain liable for such uncollected tax and any interest and penalty assessed thereon with respect to the uncollected tax by the applicable taxing authority. With respect to any tax that You have agreed to pay or impose on and/or collect from end users or Your other retail customers, You agree to indemnify and hold harmless OnWebCenter for any costs incurred as a result of actions taken by the applicable taxing authority to collect the tax from OnWebCenter due to Your failure to pay or collect and remit such tax to such authority

XI. SUPPORT

OnWebCenter reserves the right to establish limitations on the extent of any support provided for the Service, and the hours at which it is available.

XII. INDEMNITY

12.1 You agree to indemnify and hold harmless OnWebCenter, and its parents, subsidiaries, affiliates, co-branders or other partners, officers, directors, shareholders, employees and agents, from any claim, demand, or investigation, including reasonable attorneys fees, made by any third party due to or arising out of Your Content, Your conduct, Your use of the Service, the goods or services offered or sold through Your Service, any alleged violation of these Terms, including any applicable OnWebCenter Policies, law or regulation, or any alleged violation of any rights of another, including but not limited to Your use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with Your Service. OnWebCenter reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, but doing so shall not excuse Your indemnity obligations.

12.2 Through the Site, OnWebCenter provides an electronic web-based platform for exchanging information between buyers and suppliers of products and services. OnWebCenter does not represent the seller nor the buyer in specific transactions and does not charge any commissions from completing any transactions. As a result, OnWebCenter does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Site or the ability of the suppliers to complete a sale or the ability of buyers to complete a purchase.

12.3 Users are hereby made aware that there may be risks of dealing with people acting under false pretenses. OnWebCenter uses several techniques to verify the accuracy of the information our users provide us when they register on the Site. However, because user verification on the Internet is difficult, OnWebCenter cannot and does not confirm each User's purported identity. We encourage you to use the various tools available on the Site, as well as common sense, to evaluate with whom you are dealing.

12.4 Each User acknowledges that it is fully assuming the risks of purchase and sale transactions when using the Site to conduct transactions, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of transactions using the Site. Such risks shall include, but are not limited to, mis-representation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost mis-calculations, breach of warranty, breach of contract and transportation accidents. Such risks also include the risks that the manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate or may be asserted to violate Third Party Rights, and the risk that User may incur costs of defense or other costs in connection with third parties' assertion of Third Party Rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants. Such risks also include the risks that consumers, other purchasers, end-users of products or others claiming to have suffered injuries or harms relating to product originally obtained by Users of the Site as a result of purchase and sale transactions in connection with using the Site may suffer harms and/or assert claims arising from their use of such products. All of the foregoing risks are hereafter referred to as "Transaction Risks.". Each User agrees that OnWebCenter shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.

12.5 Users are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Site, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.

12.6 In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify OnWebCenter from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.

XIII. RESALE OF SERVICE

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission of OnWebCenter.

XIV. GENERAL PRACTICES REGARDING USE AND STORAGE

You acknowledge that OnWebCenter may establish general practices and limits concerning use of the Service.

XV. MODIFICATIONS TO AND DISCONTINUATION OF SERVICE

OnWebCenter reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that OnWebCenter shall not be liable to You or to any third party for any modification, suspension or discontinuance of the Service.

XVI. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

(a) THE SERVICE AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ONWEBCENTER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

(b) YOUR USE OF THE SERVICE, THE SOFTWARE, AND ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE, IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.

(c) THE SECURITY MECHANISM INCORPORATED IN THE SOFTWARE HAS INHERENT LIMITATIONS AND YOU MUST DETERMINE THAT THE SOFTWARE ADEQUATELY MEETS ITS REQUIREMENTS.

(d) NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT (i) THE SERVICE OR SOFTWARE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE OR SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

(e) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

(f) OnWebCenter assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

XVII. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT OnWebCenter Ltd. AND ITS AFFILIATES, CO-BRANDERS OR OTHER PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ONWEBCENTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE SERVICE OR THE SOFTWARE; (iii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (vi) ANY GOOD OR SERVICE OFFERED OR SOLD THROUGH THE SERVICE; OR (vii) ANY OTHER MATTER RELATING TO THE SERVICE OR SOFTWARE.

ONWEBCENTER'S LIABILITY TO YOU SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY YOU TO ONWEBCENTER OVER THE COURSE OF THE EXISTING TERM. YOU ACKNOWLEDGE THAT ONWEBCENTER HAS SET ITS PRICES IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTHHEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THESE TERMS WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

XVIII. NOTICE

Notices under these Terms shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below. If to OnWebCenter, such notices shall be addressed to support@b2b-now.com. If to You, such notices shall be addressed to the electronic or mailing address specified when You opened Your account, or such other address as either party may give the other by notice as provided above. OnWebCenter may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to You generally on the Service.

XVIV. CHOICE OF LAW AND FORUM (LOCATION OF LAWSUIT)

These Terms and the relationship between You and OnWebCenter Ltd. shall be governed by the laws of Texas, USA without regard to its conflict of law provisions, and specifically excluding from application to these Terms that law known as the United Nations Convention on the International Sale of Goods. You and OnWebCenter agree to submit to the personal jurisdiction of the courts located within the province of Texas. The failure of OnWebCenter to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

XX. FORCE MAJEURE

Except for the obligation to make payments, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including, but not limited to, acts of war, acts of terrorists, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet (not resulting from the actions or inaction's of OnWebCenter), provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance. If OnWebCenter is unable to provide Service(s) for a period of thirty (30) consecutive days as a result of a continuing force majeure event, You may cancel the Service(s), but there shall be no liability on the part of OnWebCenter

XXI. ASSIGNMEN T

Except as expressly set forth herein, You may not assign Your rights or delegate Your duties under this Agreement either in whole or in part without the prior written consent of OnWebCenter, and any attempted assignment or delegation without such consent will be void. OnWebCenter may assign this Agreement in whole or part. OnWebCenter also may delegate the performance of Services to third parties, including OnWebCenter affiliates. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns.

XXII. RELATIONSHIP OF PARTIES

This Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between OnWebCenter and You. Neither OnWebCenter nor You will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent, except as otherwise expressly provided herein.

XXIII. NO THIRD PARTY BENEFICIARIES

OnWebCenter and You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement, including but not limited to the insurance OnWebCenters for either party or Your customers.

XXIV. INTEGRATION AND SEVERABILITY

These Terms constitute the entire agreement between You and OnWebCenter and govern Your use of the Service, superseding any prior agreements between You and OnWebCenter (including, but not limited to, any prior versions of these Terms) pertaining to this Service. You also may be subject to additional terms and conditions that may apply when You use affiliate or other OnWebCenter services, third-party content or third-party software. If any provision of these Terms or incorporated documents is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these Terms are for convenience only and have no legal or contractual effect.

XXV. SURVIVAL

The provisions of Sections 3, 4, 5.6, 5.7, 5.8, 7, 8, 9, 10.1, 10.2, 10.4, 10.6, 10.7, and 11 through this Section 25 will survive any termination or expiration of these Terms.