As used throughout the following agreement ("Agreement"), the term "Customer" shall refer to any party utilizing Website creation services at http://sitecreator.directnic.com ("the Site"); the term "Developer" shall refer to directnNIC, Ltd, the party providing Website creation services at the Site; the terms "you" and "your" shall refer to Customer where applicable; the terms "we," "our" and "us" shall refer to Developer where applicable.

1. Description of Service. Online Site Creator ("OSC") is a service provided by Developer that creates custom-designed Websites for Customers from a wide array of templates. OSC is the easiest way possible for you to take your idea from concept to the Web in a few easy steps.

2. Price. The current price for an OSC-generated Web site can be found at http://www.directnic.com/features/prices.php.

3. Domain Name Registration. Customer agrees and understands that the fees charged pursuant to this Agreement do not include the cost of registering the domain name that is used to associate Customer's Website. Customer agrees and understands that Customer shall be solely responsible for registering the Internet domain name. For low cost domains, we recommend that Customer utilize the domain registration services at http://www.directnic.com.

4. Payment Information. Customer may make payment to Developer either by check (personal, certified, or cashier) or by credit card. If payment is made by credit card, Customer represents and warrants to Developer that Customer has the authority to use the desired credit card. Customer also represents and warrants to Developer that the Customer's credit card has a sufficient line of credit or has sufficient funds (if debit card) for payment.

If payment is made by check, it should be made payable to directNIC, Ltd and mailed to the following address:

directNIC, LTD
Regatta Office Park
Windward 1. Suite 141
85A Lime Tree Bay Road
West Bay, Grand Cayman BW1
KY

5. Cancellations. Since our system is entirely automated, once an order for an OSC site has been placed, it cannot be cancelled or refunded. Site generation is instantaneous and cannot be cancelled.

6. Grant of License. Every OSC-generated site is licensed for one site only. Each additional site will require an additional purchase in accordance with this Agreement.

7. Use of Service. You can begin utilizing Developer's services by going to http://sitecreator.directnic.com, or simply by clicking on the link from the shop menu in your account. Our easy-to-use interface will guide you through the rest of the steps. If you already have a basic design and need to create or edit your pages, you can log into the site manager at http://sitecreator.directnic.com and click on the page layout icon to the right of the domain and select the "edit" link next to the domain. On the next page you will have the option to add metatags and keywords for the search engines, add text, change the layout of the specified page and upload images.

8. Previewing Your Purchase. We want you to be happy with your site as well as our services. As such, you can use our OSC demonstration mode to define the exact look of your site before you make your purchase.

9. Using Your Website. If you currently own a domain name registered through directNIC, it will take approximately five minutes for your new site to appear. If you purchase a new domain along with your new site, it will take approximately between 24 and 72 hours for the site to become active on the Web. OSC will automatically publish the site to the place of your choosing. However, you can choose to have the site emailed to you, which would mean that you would need to FTP the site to the server where your domain is hosted.

10. Hosting Options. Customer may utilize Developer's hosting services at http://www.directnic.com to host Customer's Website or Customer may choose to utilize a third party hosting provider. In the event Customer chooses to utilize either Developer's free or paid hosting services, Customer agrees to be bound at all times by Developer's terms and conditions of service at http://www.directnic.com/legal/free_hosting.php or http://www.directnic.com/legal/paid_hosting.php, respectively. CGI and E-commerce sites are not available features at this time. Developer will be offering more advanced hosting options in the near future, so please look for updates in our newsletter. Also, if you would like to host your site with directNIC.com, you can use a third-party CGI host. More information can be found at www.directnic.com/help/resources. Please note that because of the variations in color and design, we cannot guarantee that directNIC's free hosting banners will not conflict with site design. However, you can always select the java banners if there are errors with the spot or frame banners, or purchase bannerless hosting.

11. Use of Metatags. If you are using directNIC's free or bannerless hosting, your metatags will be recognized by the search engines. If you are hosting your site elsewhere, you will need to contact your host provider for their policy on this matter.

12. Your Representations and Warranties. You represent and warrant to Developer that any content including, but not limited to any text, graphics, images, displays, etc. that you incorporate for the creation of your Website is content that is legal under applicable laws, and that you are either the owner of or authorized user of. In no event shall Developer be liable or responsible to you or to any third party for any breach of your obligation pursuant to this Paragraph 12. You also agree to defend and hold harmless Developer against any and all claims, demands, causes of action or damages (of any kind) arising out of or related to your breach of the representations set forth in this Paragraph 12.

13. Disclaimer of Warranties. WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, INFORMATIONAL CONTENT, AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. WE DO NOT WARRANT THAT YOUR WEBSITE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF YOUR WEBSITE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. YOU FURTHER AGREE THAT WE PROVIDE OUR SERVICES TO YOU ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. NEITHER WE NOR ANY OF OUR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL HAVE ANY LIABILITY TO YOU FOR ANY FAILURE OR DELAY TO MAINTAIN OR PROVIDE TO YOU ANY SERVICE OFFERED BY US.

14. Limitation of Liability. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS THAT MAY OCCUR DUE TO (A) ANY ACT OR OMISSION BY YOU OR YOUR AGENT (WHETHER AUTHORIZED OR UNAUTHORIZED); (B) ANY LOSS OF CONTENT UTILIZED BY YOU OR YOUR AGENT; (C) THE USE OF YOUR WEBSITE; (D) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE SITE; (E) THE NON-DELIVERY OR MISDELIVERY OF DATA BETWEEN YOU AND US; (F) EVENTS BEYOND OUR REASONABLE CONTROL; (G) THE PROCESSING OF ANY ORDER SUBMITTED BY YOU OR YOUR AGENT; (H) THE PROCESSING OF ANY MODIFICATION TO YOUR ORDER; OR (I) THE FAILURE BY YOU OR YOUR AGENT TO PAY ANY FEES HEREUNDER. FURTHERMORE, WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR MAXIMUM LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU TO US. TO THE EXTENT APPLICABLE, STATE LAW DOES NOT ALLOW THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

15. Ownership Rights. Developer retains all ownership rights to the style and graphics used in Developer's Web templates. Nevertheless, Developer grants to you a non-exclusive, limited license to use the graphics and images contained in these templates provided that such use does not extend beyond the purchaser of such templates. You shall retain all ownership rights you may have to the content you choose to incorporate into your Website.

16. General Indemnification. In performing Website creation services under this Agreement, you agree not to submit to Developer any information, graphics, images, etc. that infringe on one or more patents, copyrights, trademarks, or other intellectual property rights, privacy rights, or other rights of any other person or entity. You agree to indemnify and hold harmless Developer and our employees, directors, officers, shareholders, agents, or representatives for any such alleged or actual infringement and for any debt, liability, or other obligation arising out of or relating to (i) this Agreement, (ii) the performance of this Agreement, or (iii) your Website. This indemnification shall include attorney's fees, costs, and expenses.

17. Force Majeure. Developer shall not be responsible for any failure to perform any obligation or provide service hereunder because of any Act of God, strike, work stoppage, governmental acts or directives, war, riot or civil commotion, equipment or facilities shortages which are being experienced by providers of telecommunications services generally, or other similar force beyond Developer's reasonable control.

18. Inquiries. All questions concerning support and service matters should be sent to support@directnic.com. Billing inquiries should be sent to billing@directnic.com.

19. Severability. In the event that any provision of this Agreement should be found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained shall not in any way be affected or impaired thereby.

19. Venue and Choice of Law. This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of Louisiana, USA without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Orleans Parish, Louisiana, USA.