This Service Agreement (this "Agreement") is made effective as of   by and between     of    and DigiTek Internet Services, of Post Office Box 656, Mount Dora, FL 32756-0656, for the term of 12 months. In this Agreement, the party who is to receive services shall be referred to as "CLIENT", and the party who will be providing the services shall be referred to as "DigiTek".

1. ENTIRE AGREEMENT:

CLIENT agrees to the terms and conditions outlined in this Agreement with respect to the services provided by or through DigiTek. This Agreement constitutes the entire and only agreement between the CLIENT and DigiTek with respect to the subject matter hereof, and supersedes any and all prior or contemporaneous agreements or oral agreements, representations, warranties, and understandings with respect to the services provided by or through DigiTek. CLIENT agrees to review this Agreement prior to purchasing any services and purchase of any services shall be deemed as acceptance of this Agreement.

Unless explicitly stated otherwise, the terms of this Agreement will govern the use of any new features that augment or enhance the current Services, including the release of new DigiTek resources and services. In the case of any violation of these rules and regulations, DigiTek reserves the right to seek all remedies available by law and in equity for such violations. These rules and regulations apply to all services, both now and in the future.

2. DESCRIPTION OF SERVICES:

Beginning on _______________, which shall also be the date the site is made "live", DigiTek will provide some or all of the following services, (collectively the "Services"): Internet webpage hosting, real-time credit card processing, internet marketing services, programming, and/or consulting. DigiTek will instruct CLIENT on procedures, passwords, etc. when applicable. DigiTek is not responsible for setting up the CLIENT'S computer for use in connecting to or accessing DigiTek's system.

3. MAINTENANCE:

DigiTek will provide, at no additional charge to the CLIENT, thirty (30) minutes of site/page updates per calendar month. Not withstanding the foregoing, any and all maintenance in excess of thirty (30) minutes per calendar month will be billed at a rate of $50 per hour, Database and Flash design at a rate of $70 per hour. Overall site changes, new pages and or complete page re-writes will be billed at a rate of $50 per hour or as provided by separate quote.

4. PAYMENT FOR SERVICES:

CLIENT will pay compensation to DigiTek at PO Box 656, Mount Dora, FL 32756-0656 for all of the services used by CLIENT as per the published price list OR custom quote (quotes must be in the form of an email, written document or signed fax by an authorized representative of DigiTek ONLY)

5. PRICING/CHANGES:

(a) This agreement is for a period of twelve (12) months at a rate of $60 per month,which includes the following:

(i) 100 MB storage (server space)
(ii) 5 GB Data transfer per calendar month
(iii) FTP access
(iv) Up to ten (10) e-mail addresses
(vi) Search engine submission
(vii) Live Statistics Logging
(viii) Up to thirty (30) minutes of site update time per calendar month

(b) DigiTek reserves the right, in its sole discretion, to change CLIENT pricing upon renewal of this agreement.

(c) Notwithstanding Sections 5(a) and (b), if a CLIENT web site utilizes an amount of monthly bandwitdth greater than the one allocated to CLIENT's web site per month, DigiTek reserves the right to immediately raise such CLIENT’s rates. Extra bandwitdh will be billed on the monthly hosting invoice or one apart at the price of $20.00 per extra or fractional 5 GB over the allocated bandwitdth. Extra hard disk space will be billed at a price of $20.00 per extra or fractional 100 MB.

(d) DigiTek will not prorate a monthly, quarterly or annual fee should the CLIENT terminate the Service during a billing cycle.

6. INVOICING:

(a) Invoices are submitted quarterly, semi-annually or annually by DigiTek for payment by CLIENT. Payment is due upon receipt and is past due ten (10) business days from date of invoice. If CLIENT has any valid reason for disputing any portion of an invoice, CLIENT shall notify DigiTek within fourteen (14) calendar days of date of invoice, and if no such notification is given, the invoice shall be deemed valid. The portion of DigiTek's invoice which is not in dispute shall be paid in accordance with the procedures set forth herein. It is the responsibility of the CLIENT to ensure that payments are received in our office by the required due date.

(b) Invoices are submitted electronically via email and are considered "delivered" the same day the invoice is submitted. It is the responsibility of the CLIENT to ensure their contact information and email address are current in DigiTek's client database.

(c) Any work performed by DigiTek, beyond the alloted amount as stated in this Agreement, on the CLIENT's web site at the CLIENT's request will be billed and invoiced at a standard rate to CLIENT and shall be due upon the receipt of the invoice.

7. RIGHT TO REFUSE

DigiTek reserves the right, in its sole discretion, to refuse service at any time. Sale of any goods or services is subject to availability. DigiTek reserves the right to deny any and all connection requests, at its sole discretion.

8. OFF-SITE CONTENT:

DigiTek's site or CLIENT's site may provide links to other websites or resources. CLIENT acknowledges and agrees that DigiTek is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. CLIENT agrees that DigiTek shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, products or services available on such external sites or resources.

9. TERMS/TERMINATION:

(a) This agreement is for the term indicated above, automatically renewed unless terminated by either party upon thirty (30) days written notice to the other party.

(b) Three months service charges in advance and all applicable setup fees are required prior to initialization of the account (except real-time credit card processing services which are to be prepaid or billed monthly).

(c) Service will be subject to termination without prior notification if payment is not received by the due date. If service is terminated for non-payment, a reinstatement fee of $50.00 may be imposed and any past due amounts must be paid prior to restoring the account.

(d) DigiTek reserves the right to interrupt this service if necessary for maintenance or to maintain the server(s) or network system(s) without notice.

(e) DigiTek shall not be responsible for any illegal activities of the CLIENT or any information contained within a users e-mail box or webpages.

(f) DigiTek shall not be held responsible for the non-delivery of e-mail or non-delivery of any webpages.

(g) DigiTek reserves the right to make judgement whether or not a refund is due to CLIENT for any reason.

10. LAWFUL USE:

(a) All CLIENT'S of the "INTERNET" shall comply with all local, state, federal, national and international laws which govern its use. CLIENT further agrees that it is solely responsible for the contents of its communications through the purchased web site.

(b) By posting information in or otherwise using any communications service, message board, newsgroup, software library, or other interactive service that may be available to you through DigiTek, CLIENT agrees that it shall not upload, share, post, or otherwise distribute or facilitate distribution of any content, including but not limited to text, communications, software, images, sounds, data, or other information that:

(i) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortuous, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates DigiTek's rules or policies;

(ii) victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

(iii) infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;

(iv) constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;

(v) contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or

(vi) impersonates any person or entity, including any of our employees or representatives.

(c) If the CLIENT attempts to gain unauthorized access to proprietary accounts, or equipment (I.E. servers, routers, modems, etc.), the CLIENT will be subject to applicable laws and regulation.

(d) Advertising of any products or services for sale is considered to be commercial activity and shall be restricted from personal web pages.

11. DISPUTES:

DigiTek and CLIENT agree that disputes arising under this Agreement shall first attempt to be resolved at the working level by the parties directly involved. Both parties are encouraged to be imaginative in designing mechanisms and procedures to resolve disputes at this level. Such efforts shall include the referral of any remaining issues in dispute to higher authority within each participating party's organization for resolution. Failing resolution of conflicts at the organizational level, DigiTek and CLIENT agree that any remaining conflicts arising out of or relating to this Agreement shall be submitted to nonbinding mediation unless DigiTek and CLIENT mutually agree otherwise. If the dispute is not resolved through non-binding mediation, then the parties may take other appropriate action subject to the other terms of this Agreement.

12. LIMITED WARRANTY:

(a) THIS SECTION SETS FORTH THE ONLY WARRANTIES PROVIDED BY DIGITEK CONCERNING THE SERVICES AND RELATED WORK PRODUCT. THIS WARRANTY IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR OTHERWISE.

(b) DigiTek warrants that its services shall be performed by personnel possessing competency consistent with applicable industry standards. No other representation, express or implied, and no other warranty or guarantee are included or intended in this Agreement, or in any report, opinion, work product, document or otherwise. Furthermore, no guarantee is made as to the value of any web site purchased.

(c) Client understands and agrees that any material or data obtained through the use of DigiTek's or CLIENT's site is done at CLIENT's own risk and that DigiTek shall not be liable for any damage to CLIENT's computer system or loss of data that results from the download or use of such material or data.

(d) DigiTek does not guarantee CLIENT's web site placement/ranking on search engines.

(e) NO OTHER WARRANTY -
EXCEPT AS SET FORTH IN THE FOREGOING LIMITED WARRANTY, DIGITEK DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, OR OTHERWISE INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE OR OTHERWISE. IF APPLICABLE LAW IMPLIES ANY WARRANTIES WITH RESPECT TO THE SERVICE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY.

(f) No oral or written information given by DigiTek, its dealers, distributors, affiliates, officers, directors, contractors, sub-contractors, agents, employees or suppliers shall create a warranty or in any way increase the scope of this warranty.

(g) (USA ONLY) SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

13. LIMITED LIABILITY:

(a) IN NO EVENT SHALL DIGITEK, OUR PARENT, SUBSIDIARIES,DEALERS, DISTRIBUTORS, AFFILIATES, OFFICERS, DIRECTORS, CONTRACTORS, SUB-CONTRACTORS, AGENTS, EMPLOYEES, OR SUPPLIERS BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR LOST PROFITS OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, MULTIPLE, OR CONSEQUENTIAL DAMAGES, (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE) ARISING OUT OF OR IN CONNECTION WITH THE USE OR THE INABILITY TO USE PURCHASED PRODUCTS, SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR RESULTING FROM ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH THE PURCHASED SERVICES OR RESULTING FROM UNAUTHORIZED ACCESS TO, DELETION OR ALTERATION OF CLIENT'S TRANSMISSIONS OR DATA OR FAILURE OF THE PURCHASED PRODUCT TO STORE CLIENT'S TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE PROPERTY, INCLUDING BUT NOT LIMITED TO ANY OF THE FOLLOWING, EVEN IF DIGITEK OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

(i) Any allegation, claim, suit, or other proceeding based upon a contention that the use of the purchased product or service by CLIENT infringes or misappropriates the copyright, patent, trademark, trade secret, confidentiality, privacy, or other intellectual property rights or contractual rights of any third party.

(ii) Any delay or failure of DigiTek to perform if such delay arises out of causes beyond its control. Such causes may include but are not restricted to, acts of God or of the public enemy, fires, epidemics, riots, government restriction, quarantine restrictions, freight embargoes, electrical outages, computer or communications failure, strikes, war or acts of war, any natural disaster or any other condition beyond the DigiTek's control.

(b) DIGITEK'S TOTAL LIABILITY, AND THE LIABILITY OF OUR PARENT, SUBSIDIARIES,DEALERS, DISTRIBUTORS, AFFILIATES, OFFICERS, DIRECTORS, CONTRACTORS, SUB-CONTRACTORS, AGENTS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES FOR ANY CAUSE WHATSOEVER IS LIMITED TO THE REPLACEMENT OF THE PRODUCT PURCHASED PROVIDED DIGITEK IS NOTIFIED WITHIN 90 (NINETY) DAYS AFTER RECEIPT OF DEFECTIVE PRODUCT AS EVIDENCED BY A COPY OF YOUR DATED AGREEMENT.

(c) The limitations set forth in this section apply to the acts, omissions, negligence, and gross negligence of DigiTek and its shareholders, managers, dealers, affiliates, directors, officers, employees, distributors, contractors, sub-contractors, agents, suppliers, proprietors, consultants, partners, shareholders, representatives, customers, agents, predecessors, successors, and permitted assigns, which, but for this provision, would give rise to a course of action in contract, or any other legal doctrine.

(d) (USA only) SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

14. INDEMNITY:

CLIENT agrees to defend, indemnify and hold harmless DigiTek and its dealers, affiliates, directors, officers, employees, distributors, contractors, sub-contractors, agents, suppliers, proprietors, consultants, partners, shareholders, representatives, customers, agents, predecessors, successors, and permitted assigns from and against any claim, suit, demand, loss, damage, expense (including reasonable attorneys' fees and costs) or liability that may result from, arise out of or relate to:

(a) acts or omissions by CLIENT arising out of or in connection with this Agreement;

(b) intentional or negligent violations by CLIENT of any applicable laws or governmental regulation;

(c) contractual relations between the CLIENT and a third party; or

(d) infringement of intellectual property rights including, but not limited to, rights relating to patent and copyright.

15. EXCLUSIVE REMEDY:

CLIENT's exclusive remedy under Section 10. is to notify DigiTek, within ninety (90) days of the existence of the defect and a description of the problem. Digitek will use reasonable commercial efforts to replace the defective product, or refund to you your purchase price for the product, at its option. Digitek shall have no responsibility if the product has been altered in any way, or if the product has been damaged whether by accident, abuse or otherwise.

16. GENERAL PROVISIONS:

(a) Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

(b) Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

(c) Sections 12 (Limited Warranty), 13 (Limited Liability), and 14 (Indemnity) shall survive any termination or expiration of this Agreement.

17. SEVERABILITY:

If any provision of this Agreement shall be held invalid or unenforceable for any reason, such provision shall be struck and the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid and unenforceable, but that by limiting such provision it would become valid and enforceable, then such a provision shall be deemed to be written, construed, and enforced as so limited.

18. GOVERNING LAW:

This agreement is governed by the laws of the State of Florida, without giving effect to principles of conflict of laws. In the event of any conflict between foreign laws, rules and regulations and those of the United States, the laws, rules and regulations of the United States shall govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms. CLIENT hereby consents to personal jurisdiction by the state and federal courts located in Lake County, Florida.

Terms reviewed and accepted by:

CLIENT

Company Name:
Representative Name:
Address:
City, State & Zip:	,
Province:
Country:
Phone:
Fax:
E-mail:
Signature:	___________________________
Title:
Date:
DigiTek Internet Services Representative Name: John Stanford Address: Post Office Box 656, Mount Dora, FL 32756-0656 Ph: 352-383-3191 Fax: 352-383-3193 E-mail: john@digitekinc.us
Signature:
Date:	____________________