This is an agreement between you and K2G Computer Consulting (K2G) regarding your purchase and use of K2G T1 line Internet access, web hosting, e-mail services, and other related services (the "Service").

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.

1.0 The Service

1.1 Description.
K2G will provide you with the Service utilizing A T1 LINE K2G will connect your location to the K2G network using a T1 Line leased by K2G from a local exchange carrier. K2G will then provide IP connectivity for you connect to the Internet.

1.2 Restrictions.
The Service is intended for Diamante Tenants use and is offered at the speed, price, and containing the features as described in the process, under which you ordered service from K2G (in either case, the "Enrollment").

1.3 Installation and Maintenance.
On your behalf, K2G will order the telephone lines and equipment required for the provision of the Service from a local exchange carrier.

1.4 Required Equipment.
As a part of the Service installation process K2G will provide you with certain hardware and software (the "Equipment") that will allow you to access the Service and which will support additional services K2G may offer you in the future. You acknowledge and understand that K2G retains full title and ownership to the Equipment. You agree to facilitate upgrades of the Equipment and to return the Equipment at your sole expense to K2G upon the end of the Term, or Termination, as defined in paragraph 3.0, whichever is earlier. If you fail to return the equipment to K2G within the requisite period, you agree to pay a $499 Equipment Fee, which will be charged in accordance with Paragraph 4.0 below. To receive the Service, you must also utilize a personal computer meeting the following System Requirements:

• Microsoft Windows 95/98/ PC

  Intel Pentium or greater processor
  16MB RAM, 20 MB free hard disk space (minimum)
  CD ROM for software installation
  Ethernet, USB*, or parallel port**
  MS Internet Explorer 4.x/ Netscape Navigator 4.X or later

• Microsoft Windows 2000 PC

  Intel Pentium II or greater processor
  64MB RAM, 20 MB free hard disk space (minimum)
  CD ROM for software installation
  Ethernet or USB port
  MS Internet Explorer 4.x/ Netscape Navigator 4.X or later

• Microsoft Windows NT PC

  Pentium or greater processor
  32MB RAM, 10MB Free hard disk space (minimum)
  CD ROM for software installation
  Ethernet port
  MS Internet Explorer 4.x/ Netscape Navigator 4.X or later

• Apple Macintosh

  MacOS computer running system version 7.5.3 or later
  MacTCP or Open Transport with TCP/IP control panels and DHCP
  Ethernet port
  32MB RAM
  MS Internet Explorer 4.x/ Netscape Navigator 4.X or later

*USB requires Windows 98

** In some instances you may need to temporarily suspend PC connection to the equipment in order to use devices attached to printer passthrough port. Dependent on type/make of device.

1.5 Inside Wiring and Installation.
In some cases, new Service from K2G will require work on your inside wiring or a diagnostic visit to your premises by a technician. You acknowledge that the inability of an installation technician to access your location or other operational impediments may preclude or delay delivery of the Service. You acknowledge that the use of an installation technician may incur an hourly charge or flat fee if a technician is required to resolve problems with your inside wiring to complete the Service delivery. You further acknowledge this charge may occur at the discretion of the K2G installation representative, and is your sole responsibility.

1.6 IP Addresses.
Any IP addresses, URLs, email addresses or user IDs, assigned for use by you are owned by K2G, not you, and are not portable by you to another ISP. You understand that IP assignments are not guaranteed, and may be modified as required by K2G and/or the American Registry for Internet Numbers (ARIN).

2.0 Accounts and Passwords.
This Agreement applies to all user IDs associated with your account. You are responsible for the use of each of such user IDs, whether used under any name or by any person, and for ensuring full compliance with this Agreement by all users of your user IDs, Service, or account. You are responsible for maintaining the confidentiality of your passwords. In the event of a breach of security, you will be liable for any unauthorized use of the Service until you notify the K2G Order Center at (623) 776-1600

3.0 Term and Termination

3.1 Term.
You agree to a term (the "Term") for this Agreement which shall commence on the date the Service is activated by K2G, or within 7 days after your line has been provisioned, which ever is earlier (the "Activation Date"). The Term shall automatically continue thereafter on a month-to-month basis for a period of on year

3.2. Termination.
The following are the only means by which this Agreement may be terminated:

• a. Material Breach by K2G.

  In the event K2G is in default of this Agreement, you may terminate this Agreement by giving K2G ten (10) days prior written notice thereof; provided, however, that this Agreement shall not terminate at the end of said ten (10) days notice period if K2G has cured the breach of which it has been notified prior to the expiration of said ten (10) days.

• b. Material Breach by Customer.

  In the event you are in default of this Agreement (other than a breach by you of paragraph 4.0) K2G may terminate this Agreement by giving you ten (10) days prior notice thereof; provided, however, that this Agreement shall not terminate at the end of said ten (10) days notice period if you have cured the breach. In the event you are in default of the AUP, K2G may, at its sole discretion:

  • i. Enforce and impose the remedies described in this Agreement or its Acceptable Use Policy; or

  • ii. Immediately terminate the Service and this Agreement.

• c. Termination for Convenience.

  Either you or K2G may terminate this Agreement at any time for convenience upon thirty (30) day's prior written notice to the other Party. 3.3 Surviving Paragraphs.Paragraphs 3.3, 6 and 7 of this Agreement, inclusive of subparagraphs shall survive any termination of this Agreement.

4.0 Fees and Payment

4.1 Fees.
You shall pay K2G all applicable monthly service fees and any additional fees and charges incurred in connection with the Service, as specified in your Enrollment. The fees and charges include, but may not be limited to, a one time set-up charge, a one time K2G installation or cancellation charge, monthly connectivity charges, customer premise equipment charges, charges for additional agreed-upon services provided by K2G.

4.2 Billing.
Monthly Charges for Service commence upon the Activation Date, and will be billed to you each month thereafter. If the charge is not honored and K2G does not otherwise receive the full amount of your account balance within 30 days of the billing date, the lesser of an additional 1.5%, or the highest percentage allowed by law, of the outstanding balance may be added to your bill as a late charge each month and will be due and payable immediately. K2G reserves the right to increase fees, surcharges, monthly subscription fees or to institute new fees at any time upon 30 days prior notice. In the event that your Service is terminated or canceled, on-line time remaining in the then-current month is not credited to your account is not convertible to cash or other form of credit. You understand and acknowledge that you may not receive a bill in the mail for your Service.

4.3 Payment.
Except where additional methods of payment are specifically required or permitted under applicable law or regulation or as otherwise agreed to by K2G from time to time, you agree that you will provide a major credit or charge card (i.e., MasterCard, Visa, American Express or Discover) that K2G may charge for all Service fees or other amounts payable under this Agreement. Additionally, you agree that K2G may pre-charge your monthly Service fee to the credit or charge card supplied by you during registration or as provided to the ISP whose Service is being replaced by K2G with your approval under the Enrollment. With respect to such charges the following authorization applies:

• I authorize automatic credit or charge card billing by K2G . I agree that the charges described above will be billed by K2G to the credit or charge card that I have provided to K2G in my Enrollment, or otherwise when I applied for the Service. I understand that K2G 's monthly billing cycle is based on the activation date for my Service, with the fee for the Service each month charged and due at the beginning of the billing cycle. I understand that all charges are considered valid unless disputed in writing within fifteen (15) days of the date I receive my credit or charge card bill. I agree that K2G will not be responsible for any expenses that I may incur resulting from overdrawing my bank account or exceeding my credit limit as a result of an automatic charge made under this Agreement.

Credit card payment is not required for residents of Diamante. If you think a charge is incorrect or you need more information, you should contact our billing department. You must contact us within 60 days of receiving the statement on which the error or problem appeared.

5.0 Acceptable Use Policy

5.1 Code of Conduct.
You acknowledge that you have read and understand, and agree to comply with, all applicable provisions of the then current copy of K2G' Acceptable Use Policy, incorporated herein by this reference, which can be found at: http://www.connectaz.com and may be updated at K2G's sole discretion without notice. K2G agrees to provide a "hard copy" of said policy upon your written request.

5.2 Enforcement.
You agree that K2G has the right to immediately suspend or terminate the Service or your use of user IDs, email addresses or URLs, in the event you violate the Acceptable Use Policy. You expressly agree that K2G shall not be liable to you for any action K2G takes to remove or restrict access to obscene, indecent or offensive content made available by you, nor for any action taken to restrict access to material made available in violation of any law, regulation or rights of a third party, including but not limited to, rights under the copyright law and prohibitions on libel, slander and invasion of privacy. If K2G is informed of an alleged copyright or trademark infringement involving your account, K2G will attempt to notify you of the allegations and secure a response. K2G may, in its sole discretion, remove or terminate the account containing materials, which K2G believes may create, constitute, or contribute to copyright or trademark infringements.

6.1 No Warranties.
THE K2G SERVICE AND THE EQUIPMENT ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS, SOLELY FOR YOUR Diamante- USE AND K2G DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER, STATUTORY, EXPRESS OR IMPLIED, REGARDING THE K2G SERVICE, ANY SERVICES PROVIDED IN CONNECTION THEREWITH, OR THE EQUIPMENT INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE. K2G EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE K2G SERVICE OR EQUIPMENT WILL BE ERROR FREE, SECURE OR UNINTERRUPTED. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY K2G, ITS EMPLOYEES, AND LICENSORS OR THE LIKE SHALL CREATE A WARRANTY; NOR SHALL CUSTOMER RELY ON ANY SUCH INFORMATION OR ADVICE.

6.2 Service Outages.
You acknowledge that temporary interruptions of the Service may occur from time to time, and that delays and disruptions on other computer networks beyond K2G's control may negatively impact your use of the Service. You acknowledge that Service is available at a higher cost from various providers which is more-appropriately designed for business uses, which may be subject to less chance of disruption and which is therefore, in most cases, more expensive.

6.3 Damages Exclusion.
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL K2G OR ANYONE ELSE INVOLVED IN ADMINISTERING, DISTRIBUTING OR PROVIDING THE K2G SERVICE OR ANY SERVICES PROVIDED IN CONNECTION THEREWITH, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES OR LOST PROFITS, OR DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE K2G SERVICE, DELAYS IN INSTALLATION, MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, FAILURE OF PERFORMANCE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO K2G'S RECORDS, PROGRAMS OR SERVICES, EVEN IF K2G HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states, DOS's liability is limited to the greatest extent permitted by law.

6.4 Limitation of Liability.
IN NO EVENT SHALL K2G'S LIABILITY TO CUSTOMER EXCEED TWICE THE AGGREGATE AMOUNTS PAID BY YOU TO K2G FOR THE K2G SERVICE DURING THE PREVIOUS TWELVE MONTHS.

7.1 Assignments and Resale.
You may not assign this Agreement without the prior written consent of K2G, and any such attempted assignment shall be null and void. You may not resell the K2G Service or any portion thereof. K2G may freely assign this Agreement without notice to you.

7.2 Indemnity.
Upon written or electronic request of K2G, you agree to defend, indemnify and hold harmless K2G, its officers, directors, employees, agents and licensees, from any claims, liabilities, losses, damages and expenses, including reasonable attorneys fees, arising out of or relating to your use of the K2G Service.

7.3 Governing Law and Forum Selection
Interpretation and enforcement of this Agreement shall be governed by the laws of the State of Arizona (excluding its choice of law rules).

7.4 Force Majeure.
Neither party shall be liable in any amount for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any unforeseen contingency beyond the reasonable control of such party including without limitation fire, flood, war, strikes, explosions or acts of God.

7.5 Entire Agreement and Amendments
This Agreement, the Enrollment, and the Acceptable Use Policy set forth the entire agreement of the parties with respect to the Service, and supersede any and all prior agreements of the parties with respect to such subject matter. K2G may, in its sole discretion, change, modify, add, or remove portions of this Agreement at anytime. K2G will provide notice of such changes by electronic or postal mail. Your continued use of the Services following notice shall be deemed your acceptance of any modification.

7.6 Notices.
Any notices in connection with this Agreement will be sent to you at the e-mail address for your account, or the address supplied by you in the Enrollment.
© 2001 K2G , Inc. All rights reserved.