VIDE CORPORATION
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Service Agreement

VIDE Corporation (“VIDE”) will make commercially reasonable effort to assure that the Services are available to the Customer twenty-four (24) hours per day, seven (7) days per week.  It is possible however that there will be interruptions of Services.  When possible, VIDE shall email the Customer an advance notice of planned maintenance outages.

Service Guarantee
 VIDE assures the availability of its Website Subscription Services and will use commercially reasonable efforts to restore the service(s) after any unscheduled outages.  In the event that it takes VIDE more than 5 business days to correct any unscheduled outage, herein constituting the “Service Outage”, VIDE will refund the Customer one day’s worth (1/30) of the basic monthly service fee per additional business day of down time (up to 100% of customer's monthly fee). 

VIDE “Website Subscription Services" mean any of VIDE’s subscription service packages that are available for purchase by a customer on a monthly basis, for a monthly fee, that combine VIDE’s Right-to-Use (RTU) Website License and the Web Hosting Services.

Service Outage is measured from the time the trouble ticket is opened by the Customer up to the time the Web Subscription Service is available online.

Service Guarantees are Subject to the Following:

1. All refunds are exclusive of any applicable taxes and fees charged to Customer.

2. VIDE reserves the right to change the program or discontinue these limited guarantees/refunds at any time and at its sole discretion.

3. Only the Customer may make claims under this Service Level Agreement.

4. All claims are subject to verification by VIDE.  VIDE will be the sole party to determine if the Customer has experienced a Service Outage that qualifies for a refund under this Service Level Agreement.

5. No refund will be given if the Service Outage is attributable to acts or omissions by the Customer or in the event of fire, explosion, lighting, power surges of failures, water, acts of god, the elements, war, civil disturbance, acts of civil or military authorities, fuel or energy shortages, acts or omissions of suppliers or other causes beyond VIDE’s control, whether or not similar to the foregoing.

GENERAL TERMS AND CONDITIONS
1. DEFINITIONS
(i) “Derivative Work” shall mean any work that is based upon one or more preexisting versions of a VIDE Website provided to the Customer, such as an enhancement or modification, revision, translation, abridgement, condensation, expansion, collection, compilation or any other form in which such preexisting works may be recast, transformed or adapted.

(ii) "In-Service Date" is the date on which VIDE renders a Service(s) or will begin providing the Service(s) to Customer as indicated on the Service Order form(s).

(iii) "Initial Term" means the minimum term for which VIDE will provide the Service(s) to Customer as indicated on the Service Order form(s)

(iv) "Professional Services" means any consulting, software development, and/or managed services provided by VIDE to Customer.

(v) "Renewal Term" means any service term following the Initial Term, as specified in Section 10.1.

(vi) "Acceptable Use Policy" means the general rules and guidelines governing Customer's use of Service(s), including, but not limited to, online conduct.

(vii) "Service(s)" means the specific service(s) provided by VIDE pursuant to this Agreement.

(viii) "VIDE Technology" means VIDE's proprietary technology, including VIDE Website, Services, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by VIDE or licensed to VIDE from a third party) and also including any derivatives, improvements, enhancements or extensions of VIDE Technology conceived, reduced to practice, or developed during the term of this Agreement by either party that are not uniquely applicable to Customer or that have general applicability in the art.

(ix) "VIDE Website " mean any pre-designed or customized website template licensed by VIDE to the Customer.

(x) "Website Subscription Service" mean any of VIDE’s subscription service packages that are available for purchase by a customer on a monthly basis, for a monthly fee, that combine VIDE’s Right-to-Use (RTU) VIDE Website license and the Web Hosting Services.

(xi) "Web Hosting Services" mean the Web hosting services provided by VIDE or a designated strategic third party through VIDE pursuant to a Website Subscription Service agreement.

2. THE SERVICES

2.1 VIDE Corporation (herein “VIDE” or “VIDECOR Inc.”) shall provide and the Customer shall receive all and any services provided by VIDE, including Website Subscription Service, software development, Professional Services, and other related Web Hosting Services.

         2.2 All Service Order forms executed by the Customer and VIDE (collectively, the “Parties”) are hereby incorporated herein by this reference.

         2.3 The Customer agrees to take and pay for the Services during the Initial Term and for any Renewal Term.

          2.4 No representation, warranty, term, or condition other than as specifically set forth in this Agreement shall be binding on VIDE.  The Customer acknowledges that VIDE is delivering a service.

          2.5 VIDE shall have the right at anytime to change or discontinue any aspect or feature of its Service(s), including but not limited to hours of availability, equipment, bandwidth, and system requirements.

 3.         PAYMENT TERMS

          3.1 The Customer agrees to pay all applicable activation, setup, and installation fee(s) and all monthly recurring charge for the Service(s) as set forth in this Agreement.  The Customer agrees to pay all applicable federal, state, and local fees or taxes.

          3.2 On the In-Service Date for the Service(s), the Customer will be billed an amount equal to all non-recurring charges indicated in the Service Order form and the monthly recurring charges for the first month of the term prorated for the number of calendar days remaining in such month.

         3.3 Monthly charges are payable in advance.  VIDE will send notification to the Customer if the Customer’s account becomes delinquent (30 days past statement date listed on the bill).  Payment of all delinquent fees must be received by the deadline given on the delinquency notice to avoid interruption of Service.  If a payment is not received by the deadline, the Customer’s Services will be subject to discontinuation.

          3.4 The Customer agrees to pay and VIDE may charge a reasonable service fee for all returned checks.

          3.5 In the event the Customer’s data transfer rate and/or server storage exceeds those amounts reflected on the Service Order(s), VIDE shall be entitled to assess additional charges to the Customer at VIDE’s then current rates for data transfer and/or server storage.

          3.6 The Customer will be responsible for all expenses (including reasonable attorney’s fees) incurred by VIDE in collecting any unpaid amounts due in accordance with this Agreement.

 4.      SERVICE PERFORMANCE

          4.1 VIDE will make commercially reasonable effort to assure that the Services are available to the Customer twenty-four hours per day, seven days per week.  It is possible that there will be interruptions of Services.  When possible, VIDE shall email (by means of the email address designated on the Service Order form) the Customer an advance notice of planned maintenance outages.

          4.2 In the event that it takes VIDE more than 5 business days to correct any unscheduled outage, herein constituting the “Service Outage”, VIDE will refund the Customer one day’s worth (1/30) of the basic monthly service fee per additional business day of down time (up to 100% of customer's monthly fee).

          4.3 Service Outage is measured from the time the trouble ticket is opened by the Customer up to the time the Web Subscription Service is available online. 

         4.4 This Service Outage limited guarantee is subject to the following limitations:

 (i)                  All refunds are exclusive of any applicable taxes and fees charged to Customer.

(ii)                 VIDE reserves the right to change the program Acceptable Use Policy or discontinue these limited guarantees/refunds at any time and at its sole discretion.

(iii)               Only the Customer may make claims under this Service Outage limited guarantee.

(iv)                All claims are subject to verification by VIDE.  VIDE will be the sole party to determine if the Customer has experienced a Service Outage that qualifies for a refund under this Service Outage limited guarantee.

(v)                 No refund will be given if the Service Outage is attributable to acts or omissions by the Customer or in the event of fire, explosion, lighting, water, act of god, the elements, war, civil disturbance, acts of civil or military authorities, fuel or energy shortages, acts or omissions of suppliers or other causes beyond VIDE’s control, whether or not similar to the foregoing.

 5.         INTELLECTUAL PROPERTY OWNERSHIP

          5.1 This Agreement does not transfer from VIDE to Customer any VIDE Technology.  All rights, titles and interest in and to VIDE’s Technology will remain solely with VIDE.  The Customer agrees that it will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from the other party and/or its third party vendors.  The Customer acknowledges that no title to VIDE Technology is transferred to the Customer, and that the Customer does not obtain any rights, express or implied, in the VIDE or its licensors' service, other than the rights expressly granted in this Agreement. To the extent that the Customer create any Derivative Work, such Derivative Work shall be owned by VIDE and all right, title and interest in and to each such Derivative Work shall automatically vest in VIDE. VIDE shall have no obligation to grant the Customer any right in any such Derivative Work.

 6.      LIMITED WARRANTIES.

          6.1  VIDE DOES NOT MONITOR OR EXERCISE CONTROL OVER THE CONTENT OF THE INFORMATION TRANSMITTED THROUGH ITS FACILITIES. USE OF THE SERVICES OR ANY INFORMATION THAT MAY BE OBTAINED THEREFROM IS AT CUSTOMER'S OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND CUSTOMER'S USE OF THE SERVICES IS AT ITS OWN RISK. EXCEPT AS PROVIDED IN THE SERVICE ORDER FORM(S), VIDE DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. VIDE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

          6.2 VIDE DOES NOT AND CANNOT CONTROL THE FLOW OF INFORMATION TO OR FROM VIDE'S NETWORK AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT CUSTOMER'S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). VIDE CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY VIDE DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.

 7.         RESPONSIBILITIES OF THE PARTIES

           7.1 In the event of any breach of any of the foregoing warranties, in addition to any other remedies available at law or in equity, VIDE will have the right, in its sole discretion, to suspend or terminate immediately any Service(s).

          7.2 Customer agrees that it will use the Service(s) only for lawful purposes and in accordance with this Agreement. Customer will comply at all times with all applicable laws and regulations and the Acceptable Use Policy, as updated by VIDE from time to time. The Acceptable Use Policy is incorporated herein and made a part hereof by this reference.

          7.3 Customer shall not remove, modify or obscure any copyright, trademark or other proprietary rights notices that appear on any Third Party Product (as defined in Section 8.4) or that appear during use of any Third Party Product; or reverse engineer, decompile, or disassemble any Third Party Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

8.  LIMITATIONS OF LIABILITY.

          8.1 VIDE SHALL NOT BE LIABLE FOR ANY LOSS OF DATA RESULTING FROM DELAYS, CORRUPTION OF DATA, NONDELIVERIES, MISDELIVERIES OR SERVICE INTERRUPTIONS. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE AND SUITABILITY OF THE SERVICES, AND VIDE SHALL HAVE NO LIABILITY THEREFOR. EXCEPT TO THE EXTENT OF VIDE'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER VIDE NOR ITS NETWORK SERVICES SUPPLIER WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO VIDE'S TRANSMISSION FACILITIES OR PREMISE EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER'S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF VIDE'S OR ITS NETWORK SERVICE SUPPLIER'S NEGLIGENCE.

          8.2 NOTWITHSTANDING THE PARTIES' INDEMNITY OBLIGATIONS IN SECTION 9, IN NO EVENT WILL EITHER PARTY BE LIABLE OR RESPONSIBLE TO THE OTHER FOR ANY TYPE OF INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR EQUIPMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHERWISE.

         8.3 Notwithstanding anything else to the contrary contained in this Agreement, VIDE's maximum aggregate liability to Customer for any claim related to, or in connection with, this Agreement, whether in contract, tort or otherwise, shall be limited to the total amount of fees actually paid by Customer to VIDE during the Initial Term of this Agreement.

          8.4 VIDE may provide Customer access to other third party software and/or services ("Third Party Products") through reseller relationships VIDE has established with certain commercial vendors ("Third Party Vendors"). Unless otherwise notified, Customer understands that product support for Third Party Products is provided by VIDE and not by the Third Party Vendor. Neither VIDE nor any Third Party Vendor makes any representations or warranties, express or implied, regarding any Third Party Products. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THIRD PARTY PRODUCTS IS AT CUSTOMER'S SOLE RISK AND SUCH THIRD PARTY PRODUCTS ARE PROVIDED "AS IS" AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND FROM VIDE OR ANY THIRD PARTY VENDOR, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES OR RESULTS, CORRESPONDENCE TO DESCRIPTION, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER VIDE NOR ANY THIRD PARTY VENDOR WILL BE LEGALLY RESPONSIBLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, OR CONSEQUENTIAL, ARISING FROM THE USE OR INABILITY TO USE ANY THIRD PARTY PRODUCT. CUSTOMER AGREES TO OBSERVE THE TERMS OF ANY LICENSE AND/OR APPLICABLE END USER SUBSCRIBER AGREEMENT FOR THIRD PARTY PRODUCTS AND THAT CUSTOMER SHALL BE FULLY LIABLE TO THIRD PARTY VENDORS AND VIDE WITH RESPECT TO ANY IMPROPER USE OF SUCH THIRD PARTY PRODUCTS OR VIOLATION OF LICENSE AGREEMENTS WITH THEM AND/OR APPLICABLE END USER SUBSCRIBER AGREEMENTS.

9.         INDEMNIFICATION.

          9.1 Each party agrees to indemnify and hold the other harmless against any losses, costs, expenses (including, but not limited to, reasonable attorneys' fees), claims, damages, liabilities, penalties, actions, proceedings or judgments (collectively, "Losses") resulting from any claim, suit, action, or proceeding brought by any third party against the other or its affiliates related to or arising out of (i) any infringement or misappropriation or alleged infringement or misappropriation of any United States copyright, trade secret, patent, trademark, or other proprietary right related to any hardware or software utilized in connection with any of the Services (but excluding any infringement caused by the other party) and (ii) any violation of or failure to comply with the Acceptable Use Policy. Customer further agrees to indemnify VIDE and its affiliates against any Losses which arise out of or relate to any content provided by Customer or the customers/clients of Customer, and Customer will reimburse VIDE and its affiliates for all legal expenses, including reasonable attorneys' fees, incurred by VIDE and its affiliates in connection with any such Losses.

 10.         TERM/TERMINATION

         10.1 The initial term commitment of this Agreement shall begin on the In-Service Date and shall continue for the period specified in the Service Order form (“Initial Term”) and shall be automatically extended for successive thirty (30) days ("Renewal Term"), unless and until either party gives the other no less than thirty (30) days' written notice of a termination.

          10.2 VIDE shall have the right to adjust the price of the Services upon at least thirty (30) days’ notice to the Customer.  If the Customer desires to continue the Services at the new price, the Customer need not do anything and the new prices shall go into effect upon the start of a Renewal Term.  If the Customer does not accept the new VIDE prices for the Services, the Customer shall notify VIDE in writing within thirty (30) days of the above price change notice of its desire to terminate the Service(s).

          10.3 This Agreement may be terminated by either party at any time during any Renewal Term for any or no reason upon either party giving to the other no less than thirty (30) days' prior written notice of termination. Regardless of which party terminates the Agreement pursuant to this Section any and all payment obligations of Customer under this Agreement for Services provided through the date of termination will immediately become due, and Customer shall be required to prepay for any portion of the Services that have not been paid for and are to be rendered during such thirty (30) day period.

          10.4 In addition to any other rights it may have under this Agreement or applicable law, VIDE may immediately terminate this Agreement or suspend service, effective without notice, in the event of (i) a Payment Default, or (ii) Customer's breach or failure to comply with any other obligation of Customer under this Agreement including, but not limited to, its failure to comply with any of the terms of the Acceptable Use Policy or other policies of VIDE. Customer may terminate this Agreement if VIDE 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 same. If this Agreement is terminated by VIDE under this Section 10.4, all remaining monthly recurring and other charges specified on the applicable Service Order form(s) for the balance of the then current term shall immediately become due and payable. In addition to the foregoing, VIDE reserves the right to prohibit any conduct or to remove any materials or content in violation of the Acceptable Use Policy or which VIDE believes in its sole discretion to be illegal or potentially harmful to others or may expose VIDE to harm or liability.

          10.5 Neither party will be liable to the other for any termination or expiration of any Service or this Agreement in accordance with its terms.

 11.          PUBLICITY

          Neither party shall use the trade name, trademarks, service marks, insignias, symbols, logos or any other designations (“Marks”) of the other party for any commercial purpose without the prior written consent of the other.

12.          ASSIGNMENT

         Neither party may assign any rights or delegate any obligations created by this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.  Any assignment in violation of this Agreement is void.  This Agreement shall be binding upon the heirs, successors, legal representatives and permitted assigns of the parties.

 13.     FORCE MAJEURE

          Neither party shall be considered in default in the performance of any obligation hereunder to the extent that the performance of such obligation is prevented or delayed by fire, flood, explosion, strike, war, insurrection, embargo, government requirement, civil or military authority, act of God, or any other event, occurrence or condition which is not caused, in whole or in part, by that party, and which is be fond the reasonable control of that party.  The parties shall take all reasonable action to minimize the effects of any such event occurrence or condition.

 14.         SEVERABILITY

          If any provision of this Agreement is found invalid or unenforceable by an arbitration panel or a court of competent jurisdiction, the remainder of this Agreement shall continue in full force and effect.

 15.         RESERVATION OF RIGHTS

          A delay or failure in enforcing any right or remedy afforded hereunder or by law shall not prejudice or operate to waive that right or remedy or any other right or remedy, including any remedy for a future breach of this Agreement, whether of a like or different character.

16.     ENTIRE AGREEMENT

          This Agreement, together with every Service Order executed by the parties, constitutes the entire agreement of the parties, superseding any and all previous agreements and understandings whether oral or written.  No modification or waiver of the provisions of this Agreement shall be valid or binding on either party unless in writing and signed by both parties.

 17.         REVIEWS BY LEGAL COUNSEL

          Each party has had the opportunity to review this Agreement with the assistance of legal counsel.  Accordingly, the rule of construction that any ambiguity in this Agreement is to be construed against the drafting party shall not apply.

 18.     HEADINGS

          The headings used in this Agreement are intended for convenience only.  They are not a part of the written understanding between the parties.  They shall not affect the construction and interpretation of this Agreement.

 19.     NOTICES

          Every notice and demand required or permitted under the terms of this Agreement shall be in writing and shall be sent to the other party’s postal or email address first set forth in the Service Order(s), which shall be sent by certified mail, return receipt requested, or by other means of delivery requiring a signed receipt, or sent by facsimile upon confirmation, or sent and received by return receipt email.  All notices shall be effective upon receipt.  A party may change its postal or email address by giving written notice to the other party in accordance with this Section 19.

 20.         INDEPENDENT CONTRACTS

          VIDE and Customer are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between VIDE and Customer.  Neither VIDE nor Customer 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.

 21.         GOVERNING LAW

          This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Texas, excluding its conflicts of laws principles.

 22.         COUNTERPARTS

          This Agreement may be executed in two or more counterparts, each of which shall be considered an original hereof but which together shall constitute one agreement.

 23.         SURVIVAL

          The provisions of Sections 1, 3, 5, 6, 8, 9, 11, 13, 14, 15, 16, 19, 20, 21, 22 and 23 shall survive any expiration, cancellation or termination of this Agreement.