Internet Service Agreement and Acceptable Use Policies

This agreement by and between WARP DRIVE NETWORKS, INC., located at 590 Valley Health Plaza, Paramus, NJ 07652 and the PERSON and/or COMPANY which uses the services provided by WARP DRIVE hereinafter known as CUSTOMER. This agreement supersedes any previous or original agreement, oral or written, if such agreement exists.

Now, therefore, in consideration of the mutual covenants and conditions herein contained and further considerations the parties hereto do agree as follows:

Whereas, WARP DRIVE agrees to allow the customer access to certain available networks and resources provided by WARP DRIVE, and whereas the following terms, conditions shall apply:

1. CUSTOMER’S RESTRICTIONS AND DUTIES:

Warp Drive’s services are only to be used for lawful purposes. Any transmission or re-transmission of material in violation of any Federal, State or local laws and/or regulations is expressly prohibited. Warp Drive does not censor or monitor use of it’s network(s) and represents that it has no liability to censor and/or monitor the data transmitted over it’s network(s). Customer agrees to indemnify Warp Drive from any claims or torts arising out of customer’s use of Warp Drive services.

As a Warp Drive customer, you may not sell, assign or transfer your service order without prior written consent of Warp Drive. Warp Drive may at any time sell, assign or transfer this agreement without notice.

The provision of Warp Drive’s services and/or products is subject to Warp Drive’s continuing approval of customer credit-worthiness. All Warp Drive customers shall furnish financial information as Warp Drive may, from time to time, request such information for a re-evaluation of customer credit-worthiness.

Warp Drive exercises no control whatsoever over the content of the information passing through Warp Drive. Warp Drive makes no warranties of any kind, expressed or implied, for the service it is providing. Warp Drive also disclaims any warranty of merchantability or fitness for a particular purpose Warp Drive will not be responsible for any damage suffered. This includes loss of data from delays, nondeliveries, misdeliveries, or service interruptions caused by it’s own negligence or your errors or omissions. Use of any information obtained via Warp Drive is at your own risk. Warp Drive specifically denies any responsibility for the accuracy or quality of information obtained through it’s services.

Any access to other networks connected to Warp Drive must comply with the rules appropriate for that network. Use of Warp Drive itself may be for any lawful purpose. Use of Warp Drive for lawful commercial purposes is both permitted and encouraged.

2. WARP DRIVE OBLIGATIONS AND DUTIES:

During the terms hereof, Warp Drive shall, subject to the terms and conditions set forth herein, provide customer with access to the Internet through Warp Drive. Any and all access to other networks via Warp Drive must be in compliance with all policies and rules of those networks. Warp Drive exercises no control whatsoever over the content of any information passing through it. Stated bandwidths apply only to customer to Warp Drive router port. No guarantee to end-to-end bandwidth on the Internet is made or implied. Warp Drive cannot guarantee the peering sessions between our customers and other non-Warp Drive companies and/or networks.

3. WARP DRIVE SUPPLIED HARDWARE/SOFTWARE:

Title and property rights, including intellectual property rights to services, are and shall remain with Warp Drive whether or not they are embedded in any programming, software and/or hardware. The customer recognizes that Warp Drive’s services and/or products, programming and software hereunder constitute valuable trade secrets of Warp Drive. The customer will use its best efforts to protect and keep confidential any an all programming and software used by it and shall never make any attempt to copy, examine, in any way alter, re-engineer, tamper with, or otherwise misuse such services, programs, hardware, etc.. . Warp Drive also disclaims any warranty of merchantability or fitness for a particular purpose Warp Drive will not be responsible for any damage suffered due to software provided by Warp Drive.

4. NON-WARP DRIVE SUPPLIED HARDWARE/SOFTWARE:

Physical equipment and/or software products that are NOT provided by Warp Drive are the responsibility of customer. Warp Drive will not be responsible for the installation, service or support of equipment and/or software that was not provided by Warp Drive. Customer is responsible for the use and compatibility of hardware and software not provided by Warp Drive. In the event that customer uses hardware and software not provided by Warp Drive that impairs customers use of Warp Drive’s services, customer shall nonetheless be liable for payments to Warp Drive. Upon notice from Warp Drive that the hardware and/or software not provided by Warp Drive is causing or, in the sole opinion of Warp Drive, is likely to cause, hazard, interference, or service obstruction, customer shall eliminate the hazard interference or service obstruction immediately. Customer will, if necessary, pay Warp Drive to troubleshoot problems caused by such equipment and/or software not provided by Warp Drive. Warp Drive will not be responsible if any changes in hardware, software or services, cause equipment not provided by Warp Drive to become obsolete, require modification or alteration, or in any other way affect the total performance of Warp Drive on an end-to-end basis and protect the Warp Drive backbone network and those networks attached to the Warp Drive network. In the case of customer owned hardware and/or software connected to Warp Drive network, customer is totally responsible for any and all service to that equipment. Warp Drive, at its option, can supply technical services in the form of consulting and/or service to Warp Drive customers at their request. Such services are billed at rates set forth on the Warp Drive pricing sheet and/or rates that are in effect at the time such services are requested. Warp Drive has the right to refuse any such technical services at it’s sole desecration. On leased telephone lines, no matter who the leasing party is, Warp Drive must have free and open access to such lines. This will allow Warp Drive’s operations people to test and isolate most types of trouble that the customer and/or Warp Drive might experience.

5. TERM:

The term of this agreement is defined by the customer’s billing choice and will appear on the customer’s invoice and nowhere else within this document. This agreement automatically renews unless canceled by customer sixty(30) days prior to contract expiration/renewal. Automatic renewal includes customers who choose to pay by credit card. This means that at then end of the customer billing period (30 days, 6 months, 12 months...) the customer agrees to allow Warp Drive to renew their service agreement by charging the service fees to their credit card automatically each billing period until termination of customer’s account. Warp Drive reserves the right to terminate service without prior notice for any customer for any reason it deems necessary including but not limited to; the transmission of illegal content or materials, the use of Warp Drive services for illegal practices, E-MAIL or Usenet news SPAMMING, attempt to steal Warp Drive services or services from other Internet networks or commercial services provided over the Internet.

6. RATES:

Rates are set forth on the Warp Drive PRICING and ORDER form. Prices for delivery of service are FOB nearest or best suited POP for connection. Warp Drive reserves the right to change its rates by notifying customer within forty-five(45) days in advance of the effective changes. Warp Drive will provide forty-five(45) days written notice of an increase in base prices. Following a mailing of a notice of an increase in base prices, customer shall have ten days from the effective date of the increase to provide Warp Drive with a written request to terminate service. In such a case customer shall incur no termination fees. If customer does not give notice of it’s intent to terminate, customers existing service shall be billed at the new base prices. If customer elects to terminate, said termination will be effective thirty days following receipt of customers notice to terminate, and customer will be responsible for all charges during said thirty day period at the rate previously charges to customer.

7. PAYMENT:

Payment for a given period of service is due prior to the 1st of the first month of that billing period. Acceptance of services is defined by successful login into Warp Drive and/or the transmission of IP packets over Warp Drive’s network. These charges are NONREFUNDABLE. Customer will be invoiced on the first day of the billing period on a Net 10 days basis. If services are suspended or interrupted for non-payment, there will be a restoration charge of $10.00 and all overdue charges must be paid prior to service reinstatement. No services will be restored until all amounts are paid in full. Warp Drive will reconnect customers service as quickly as able to do so after payment has been received. All late payments will be subject to an interest fee of 1.5% per month. This policy will be strictly enforced. Customer will pay all applicable sales and use taxes as well as all duties or levies on products and services.

Accounts are in default if payment is not received ten days after due date. If customers check is returned to Warp Drive unpaid, customer is immediately in default and is liable for a returned check charge of $25.00 Accounts in default are subject to immediate service interruption or termination. Such interruption or termination does not relieve customer from the obligation to pay the monthly charge and any past due amounts.

Processing of your order begins when your deposit is received. Billing for your Warp Drive service will normally commence immediately. However, in certain circumstances billing may occur when an Warp Drive hub and a functioning telephone circuit are prepared to route packets to your site.

Payment for dial-up Internet services entitles customer to 80 hours of timed access to the Internet, 3 E-Mail addresses and up to 15 megabytes of disk space for E-Mail and up to 5 megabytes of disk space on Warp Drive servers to be used for personal Web site space. Personal Web space refers to non-commercial content only. Personal Web site space is permitted a maximum of 3000 hits per month, additional hits may be billed at $0.015 per hit. Each 'userID' is permitted one login session at a time. Multiple simultaneous login sessions for a single userID may result in a $10.00 charge for each occurance. This agreement does not entitle the customer to an ‘unlimited’ Internet access service.

Prompt payment of services qualifies Customer to receive one(1) free month of access in the event that the user experiences a busy signal when dialing into an Warp Drive access point. One(1) free month refers to a maximum credit of $19.95 per month. The maximum of 5 free months can be issued due to busy signals per calendar year. This offer is null and void if the user does not contact an Warp Drive representative or leave a voice mail message in the technical support mail box within one hour of the incident. The free month of access is also null and void if the Warp Drive technical logs show that a busy signal due to all lines being busy was not possible at the time reported by the customer. The free month policy is also null and void in the case that the busy signal was due to technical problems related to Bell Atlantic facilities. Customer may qualify for only one free month per month.

These terms and conditions supersede all previous representations, understandings or agreements and shall prevail notwithstanding any variance with terms and conditions of any other order submitted. Use of Warp Drive constitutes acceptance of these terms and conditions.

8. TERMINATION:

To terminate contractual and/or long-term service, customer must provide Warp Drive with 30 days written notice of termination. In case of early termination of any contract or order customer will pay according to the following formula:

(Number of months in service) * ((next lowest contractual pricing) - (actual contractual pricing))

i.e. If customer ordered a one year contract and paid X per month, and decided to cancel three months into the contract, the customer would be liable for the difference between X and the monthly contract price Y times the number of months actually in service.

In the event of termination of this agreement Warp Drive may:

A. Declare all amounts owed to Warp Drive hereunder to be immediately due and payable.

B. Deny customer further access to the internet through Warp Drive hereunder without liability on the part of Warp Drive to the customer.

9. LIMITATION OF LIABILITY:

In no event shall Warp Drive be liable to customer for any damages resulting from or related to any failure or delay of Warp Drive in providing access to the Internet under this agreement. It is expressly understood and agreed that Warp Drive has not made any guarantees or promises with regard to the exact date of the complete installation and operational status of customer.

Warp Drive shall not be liable to customer for any delays in the performance of services hereunder or for the failure to perform hereunder if such delays or failures are due to strikes, inclement weather, acts of god, or other causes beyond Warp Drive’s reasonable control. Warp Drive will not be responsible for performance of it’s obligations hereunder where delayed or hindered during war, riots, embargoes, strikes, or other acts of it’s vendors and suppliers, concealed acts of workman (whether of Warp Drive or others) or accidents. Warp Drive will attempt to notify customer in the event of any of the foregoing occurrences should any such occurrence continue for more that 30 days, Warp Drive or customer may cancel service for the affected services and/or products with no further liability.

In no event shall Warp Drive be liable to customer for any indirect, special or consequential damages or lost profits arising out of or related to this agreement, the performance or breach thereof, or the accuracy or correctness of databases or the information contained therein, even if Warp Drive has been advised of the possibility thereof.

Any claim or legal action arising out of failure, malfunction or defect in Warp Drive services or goods, or arising from this contract in any respect, shall be brought to light within a period of one year following the occurrence of said claim or said claim shall be deemed waived. Warp Drive’s liability to customer hereunder, if any, shall, in no event, exceed the total amount customer paid to Warp Drive hereunder.

Warp Drive will not be responsible for any damages suffered by customer in anything related to this agreement. These damages may include, but are not limited to, loss of data resulting from delays, nondeliveries, wrong deliveries, and any and all service interruptions caused by Warp Drive and it’s employees by it’s own negligence or customer’s errors or omissions.

10. INDEMNITY AND HOLD HARMLESS:

As a customer of Warp Drive, and as a user or it’s services, your company agrees to indemnify and to hold harmless Warp Drive from any and all claims resulting from your use of the service which causes damage to you any other party. Warp Drive shall not be liable, neither in contract or in tort, for protection from unauthorized access of it’s customers transmission facilities or customer owned remise equipment, or for unauthorized access to or alteration of, or theft or destruction of, a customers data files, programs or information, through accident, fraudulent means or devices, or any other method, even should such access occur as a result of Warp Drive’s negligence.

Warp Drive shall not be liable in any way responsible for claims or damages caused by customer, through fault, negligence or failure to perform customers responsibilities, claims against a customer by any other party, any act of omission of any party furnished services and/or products; or for the installation and/or removal of any equipment supplied by any service provider or Warp Drive.

11. DISCLAIMER OF WARRANTIES:

Warp Drive makes no warranties, express or implied, including, but not limited to, any warranties or merchantability of fitness for any particular purpose.

12. MODIFICATION:

These terms and conditions cannot be modified except by written notice from Warp Drive or by written amendment signed by both parties. No agent, employee or representative of Warp Drive has the authority to bind the parties to any representation or warranty unless such is specifically included in this agreement, the Warp Drive internet service order form, or with a written amendment thereto. Notice to parties of disputes arising under this agreement shall be sent by registered mail to the parties at the address shown on the most recent services order.

13. ENTIRE AGREEMENT:

This agreement is the sole agreement between the parties relating to the subject matter hereof and supersedes all prior understandings, writings, proposals, representations or communications, oral or written, of either party.

14. INTERPRETATION:

This agreement shall be interpreted in it’s entirety in accordance with the laws of the State of New Jersey.

By using the services provided by Warp Drive you acknowledge that you understand that title 18 of the United States code prohibits fraud by wire, including illegal use of services such as telephone, telegraph, etc., and that using Warp Drive' service facilities with an intent to commit fraud, is a federal offense punishable by a fine up to $50,000 and up to one(1) year in prison.

15. POSSIBLE ADDITIONAL PHONE CHARGES:

WARNING: We do not warrant or promise that any of the following numbers are local to you. In particular, we urge you to note even an access number that shares your area code or appears to be located in your general geographic region may not necessarily be a local number to you. Substantial toll telephone charges may apply to numbers that you do not verify as local to your individual area or calling plan.

Your local telephone company can tell you whether any of the below telephone numbers are in fact local to you. We urge you to check with your local telephone company before selecting a number from below.