Welcome to Zee Creative, Inc. (Zee Creative) web hosting services. This Hosting Agreement governs your purchase and use, in any manner, of all web hosting services, including the Shared Hosting Services and the Dedicated Hosting Services, (collectively, the "Services") as described on zcreative.com, ordered by you and accepted by Zee Creative, and describes the terms and conditions that apply to such purchase and use of the Services. For purposes of this Agreement, the Shared Hosting Services include the E-Commerce Services. You must register and accept the terms of this Agreement in order to use the Services. BY ACCEPTING THIS AGREEMENT, AND REGISTERING FOR AND USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN AS WELL AS ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE.

Zee Creative reserves the right to change or modify any of the terms and conditions contained in this Agreement, and any policy or guideline incorporated by reference at any time and from time to time in its sole discretion, and to determine whether and when any such changes apply to both existing or future customers. Any changes or modification will be effective upon posting of the revisions on the zcreative.com web sites (the "Web Site"). The client will be notified of such changes or modifications to this Agreement or any Addendum on the Web Site directly via email or postal mail. Your continued use of the Services following Zee Creative's posting of any changes or modifications will constitute your acceptance of such changes or modifications. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCEPT THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF ANY MODIFICATION, DO NOT CONTINUE TO USE THE SERVICES AND IMMEDIATELY NOTIFY ZEE CREATIVE OF YOUR TERMINATION OF THIS AGREEMENT IN THE MANNER DESCRIBED IN SECTION 1B BELOW.

1. Term and Payment for Services
   
   
1. Term

This Agreement shall be for an "Initial Term" of either (a) three (3) months, (b) six (6) months, (c) twelve (12) months if you register for Shared Hosting Services, or (d) twelve (12) months from the order date if you register for Dedicated Hosting Services. This Agreement will be automatically renewed (the "Renewal Term") at the end of the Initial Term for the same period as the Initial Term unless you provide Zee Creative with notice of termination either (a) at least fifteen (15) days prior to the end of the Initial Term or the Renewal Term, whichever is then applicable, if you registered for and are receiving Shared Hosting Services or (b) at least thirty (30) days prior to the end of the Initial Term or Renewal Term, whichever is then applicable, if you registered for and are receiving Dedicated Hosting Services or have pre-paid for a one year period of Shared Hosting Services. You must provide Zee Creative with your notice of termination in writing or by canceling your service via the Web Site cancellation form in the Zee Creative client area. Upon canceling your service, you may be asked to provide Zee Creative with additional customer identification information so that Zee Creative may properly identify you and your account. Any notice of termination will be effective on the date specified in the notice.

2. Termination Policy

If you terminate your receipt of the Services prior to the end of the Initial Term or the Renewal Term, whichever is then applicable, (a) Zee Creative shall not refund to you any fees paid in advance of such termination and (b) you shall be required to pay the lesser of three (3) times the standard monthly charge or 100% of Zee Creative's standard monthly charge for each month remaining in the term, unless otherwise expressly provided herein. Your termination request must be submitted to Zee Creative in the manner described in Section 1A. Zee Creative may terminate this Agreement at any time and for any reason by providing to you thirty (30) days prior written notice of termination. If Zee Creative terminates this Agreement, Zee Creative shall refund to you the pro-rata portion of pre-paid fees attributable to Services not yet rendered as of the termination date unless otherwise expressly provided herein.

3. Liability and Obligations on Termination

Should the Agreement expire or be terminated for any reason, Zee Creative will not be liable to you because of such expiration or termination for compensation, reimbursement or damages on account of the loss of prospective profits, anticipated sales, goodwill or on account of expenditures, investments, leases or commitments in connection with your business, or for any other reason whatsoever flowing from such termination or expiration. Any termination of this Agreement shall not relieve you of any obligations to pay fees and costs accrued prior to the termination date and any other amounts owed by you to Zee Creative as provided in this Agreement.

4. Charges

You agree to pay for all charges attributable to your use of the Services at the then current Zee Creative prices, which shall be exclusive of any applicable taxes. You shall be responsible for the payment of all federal, state, and local sales, use, value added, excise, duty and any other taxes assessed with respect to the Services. You shall be responsible for paying any banking fees associated with the Services, including but not limited to returned check fees, chargeback fees, wire transfer fees, and processing fees. Your account will be assessed a $35 returned check fee for each returned check associated with your account, a $35 chargeback fee for each credit card chargeback associated with your account, and a $35 wire transfer fee for each payment received by wire transfer. These fees are non-refundable and subject to change without notice.

5. Payment

All charges for Services must be paid in advance according to the then current price applicable to the Services. Upon registration for Shared Hosting Services or Dedicated Hosting Services, you must choose to pay for the Services either by credit card or upon your receipt of an invoice. If you choose to pay by credit card upon registering for Shared Hosting Services or Dedicated Hosting Services, you thereby authorize Zee Creative to charge your credit or debit card to pay for any charges that may apply to your account. You agree that Zee Creative may accumulate any supplemental charges, as described on zcreative.com, incurred by you in your use of the Services ("Supplemental Charges") until such charges exceed $20 and then charge your card. You must notify Zee Creative of any changes to your card account (including, without limitation, applicable account number or cancellation or expiration of the account), your billing address, or any information that may prohibit Zee Creative from charging your account. If you choose to be invoiced upon registration for Shared Hosting Services or Dedicated Hosting Services, Zee Creative will send an invoice to you for the Services applicable to the period for which you have registered for the Services. Zee Creative may also send periodic invoices to you for any applicable Supplemental Charges associated with your use of the Services. You agree to pay to Zee Creative the amount indicated in each invoice by the due date reflected on the invoice. If you fail to pay any fees and taxes within ten (10) days from applicable due date for credit card or invoice payments, late charges of the lesser of one and one-half per cent (1.5%) per month or the maximum allowable under applicable law shall also become payable by you to Zee Creative. In addition, your failure to fully pay any fees and taxes within ten (10) days after the applicable due date will be deemed a material breach of this Agreement, justifying Zee Creative's suspension of its performance of the Services and/or termination of this Agreement. You are responsible for any fees associated with reinstatement of Services. Any such termination would not relieve you from paying past due fees plus interest. In the event of collection enforcement, you will be liable for any costs associated with such collection, including, without limitation, reasonable attorneys' fees, court costs and collection agency fees.

6. 30-Day Money Back Guarantee

Notwithstanding Sections 1A through 1D, if you are not fully satisfied with the Services and the Services provide for a 30-day money back guarantee, you may terminate this Agreement at any time during the first thirty (30) days from your initial order date and receive a full refund of all payments made by you to Zee Creative for the Services. This does not include any setup fees, hardware fees, installation fees, or fees paid for domain registration or SSL certificates. To receive such refund, you must terminate this Agreement in the manner described in Section 1A and cease using the Services, and Zee Creative must receive your termination notice, within the above described thirty (30) day period. You agree to provide Zee Creative with a description of why you are not satisfied with the Services and are terminating this Agreement.

2. Use of Services
   
   
1. Applicable Policies

The Zee Creative Terms of Use Policy governs the general policies and procedures for use of the Services. Zee Creative's Privacy Policy governs how Zee Creative collects, stores, processes and uses information associated with your use of the Services. The Terms of Use Policy and the Privacy Policy are posted on Zee Creative's web site and may be updated from time to time. YOU SHOULD CAREFULLY READ THE TERMS OF USE POLICY. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THE TERMS OF USE POLICY AND ANY MODIFICATIONS THERETO. ZEE CREATIVE RESERVES THE RIGHT TO TERMINATE YOUR ACCOUNT FOR ANY VIOLATION OF THE USAGE GUIDELINES OR THIS AGREEMENT.

2. Account Information

You agree to provide Zee Creative with accurate and updated account information. This includes but is not limited to name, address, phone number, e-mail address, and payment information. It is not Zee Creative's responsibility if we are unable to contact you as a result of inaccurate account information.

3. Material and Product Requirements

Unless you have contracted Zee Creative to create your web content and/or maintain it for you, you must ensure that all material and data placed on Zee Creative's equipment is in a condition that is "server-ready," which is in a form requiring no additional manipulation by Zee Creative. Zee Creative will make no effort to validate any of this information for content, correctness or usability. In the event that your material is not "server-ready", Zee Creative has the option at any time to reject this material. Zee Creative will notify you of its refusal of the material and afford you the opportunity to amend or modify the material to satisfy the needs and/or requirements of Zee Creative. Use of the Services requires a certain level of knowledge in the use of Internet languages, protocols and software. This level of knowledge varies depending on the anticipated use and desired content of your web site. You must have the necessary knowledge to create and maintain a web site. It is not Zee Creative's responsibility to provide this knowledge or customer support outside of the Services agreed to by you and Zee Creative.

4. Bandwidth, Storage, and E-Mail Usage

You agree that use of the Services hereunder will not exceed the bandwidth, storage and e-mail usage limits outlined on zcreative.com. If you use any bandwidth or storage space in excess of the agreed upon number of megabytes per month or if you exceed E-Mail storage and attachment size limitations, Zee Creative may, in its sole discretion, assess you with additional charges, suspend the performance of the Service, or terminate this Agreement. In the event that Zee Creative elects to take any corrective action, you will not be entitled to a refund of any unused pre-paid fees.

5. Domain Names

As part of the Services, you will provide Zee Creative with a registered domain name or names or Zee Creative will register such domain name(s) selected by you, provided that such domain name is available for registration and does not violate any OpenSRS or other registration services' policies, or any law or regulation. You agree to promptly reimburse Zee Creative for any fees paid by Zee Creative or registration services with respect to the registration and maintenance of such domain name(s). In the event of any dispute or cause of action arising out of or related to your domain name used in connection with the Services, upon your request Zee Creative will attempt to register an alternative domain name chosen by you. You agree to be bound by the terms of Zee Creative’s and OpenSRS’s then current domain name policy and/or the policies of the national DNS registration authorities to which you become subject upon registration of your domain name. The inability to use a domain name shall not entitle you to a refund by Zee Creative of any fees paid with respect to the registration of such unusable domain name.

The $1.99 domain name offer is applicable only at the time of the initial purchase of specially marked hosting packages and services for Zee Creative. Hosting plans and services must not be cancelled prior to 1 year of initial purchase of service or plan if service is cancelled prior to 1 year domain name will remain the property of Zee Creative. The $1.99 domain name is applicable for the first year only. All subsequent years will be billed automatically at retail rates at the time of domain name renewal. This offer is good for new domain name registrations and does not include renewal or transfer of domain names. One $1.99 domain name per order and offer is valid for domain extensions .com, .net, .org, .info, .biz. Valid only for domains registered with Zee Creative for specified offers. Zee Creative reserves the right to cancel this promotion at any time.

3. Intellectual Property Rights
   
   
1. Your License Grant to Zee Creative

You hereby grant to Zee Creative a non-exclusive, worldwide, and royalty-free license for the Initial Term and the Renewal Term, if applicable, to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display, and otherwise use your content as necessary for the purposes of rendering and operating the Services to you under this Agreement. You expressly (a) grant to Zee Creative a license to cache materials distributed or made available for distribution via the Services, including content supplied by third parties, and (b) agree that such caching is not an infringement of any of your intellectual property rights or any third party's intellectual property rights.

2. Your Warranties And Representations to Zee Creative

You warrant, represent, and covenant to Zee Creative that (a) you are at least eighteen (18) years of age; (b) you possess the legal right and ability to enter into this Agreement; (c) you will use the Services only for lawful purposes and in accordance with this Agreement and all applicable policies and guidelines; (d) you will be financially responsible for the use of your account; (e) you have acquired or will acquire all authorization(s) necessary for hypertext links to third-party web sites or other content; (f) you have verified or will verify the accuracy of materials distributed or made available for distribution via the Services, including, without limitation, your content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted, and (g) your content does not and will not infringe or violate any right of any third party (including any intellectual property rights) or violate any applicable law, regulation or ordinance.

3. Zee Creative Materials And Intellectual Property

All materials, including but not limited to any computer software (in object code and source code form), data or information developed or provided by Zee Creative or its suppliers or agents pursuant to this Agreement, and any know-how, methodologies, equipment, or processes used by Zee Creative to provide the Services to you, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto shall remain the sole and exclusive property of Zee Creative or its suppliers. Zee Creative shall also maintain and control ownership of all Internet protocol ("IP") numbers and addresses that may be assigned to you by Zee Creative. Zee Creative reserves, in its sole discretion, the right to change or remove any and all such IP numbers and addresses.

4. Enforcement
   
   
1. Investigation of Violations

Zee Creative may investigate any reported violation of this Agreement, its policies or any complaints and take any action that it deems appropriate and reasonable under the circumstance to protect its systems, facilities, customers and/or third parties. Zee Creative will not access or review the contents of any e-mail or similar stored electronic communications except as required or permitted by applicable law or legal process.

2. Actions

Zee Creative reserves the right and has absolute discretion to restrict or remove from its servers any content that violates this Agreement or related policies, or is otherwise objectionable or potentially infringing on any third party's rights or potentially in violation of any laws. In the event of becoming aware of any possible violation by you of this Agreement, any related policies, third party rights or laws, Zee Creative may immediately take corrective action, including, but not limited to, (a) issuing warnings, (b) suspending or terminating the Service, (c) restricting or prohibiting any and all uses of content hosted on Zee Creative's systems, and/or (d) disabling or removing any hypertext links to third-party web sites, any of your content distributed or made available for distribution via the Services, or other content not supplied by Zee Creative which, in Zee Creative's sole discretion, may violate or infringe any law or third-party rights or which otherwise exposes or potentially exposes Zee Creative to civil, criminal liability, public ridicule or poses a risk to its Services. It is Zee Creative's policy to terminate repeat infringers. The above stated rights of action, however, do not obligate Zee Creative to monitor or exert editorial control over the information made available for distribution via the Services. In the event Zee Creative takes corrective action due to such possible violation, Zee Creative shall not be obligated to refund to you any fees paid in advance of such corrective action.

3. Disclosure Rights

To comply with applicable laws and lawful governmental requests, to protect Zee Creative's systems and customers, or to ensure the integrity and operation of Zee Creative's business and systems, Zee Creative may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e., name, e-mail address, etc.), IP addressing and traffic information, usage history, and content residing on Zee Creative's servers and systems. Zee Creative also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. To the extent any inconsistency exists between any terms of Zee Creative's Privacy Policy and Zee Creative's right to disclose under this section, Zee Creative's right to disclose under this section will control.

5. Disclaimed Warranties

You acknowledge and agree that Zee Creative exercises no control over, and accepts no responsibility for, the content of the information passing through Zee Creative's host computers, network hubs and points of presence, or the Internet. ALL SERVICES PERFORMED HEREUNDER ARE PERFORMED "AS IS" AND WITHOUT WARRANTY AGAINST FAILURE OF PERFORMANCE INCLUDING, WITHOUT LIMITATION, ANY FAILURE DUE TO COMPUTER HARDWARE OR COMMUNICATION SYSTEMS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ZEE CREATIVE DOES NOT MAKE AND HEREBY DISCLAIMS, AND YOU HEREBY WAIVE ALL RELIANCE ON, ANY REPRESENTATIONS OR WARRANTIES, ARISING BY LAW OR OTHERWISE, REGARDING THE SERVICES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE.

6. Limitation and Exclusion of Liability
   
   
1. Limitations

IN NO EVENT SHALL ZEE CREATIVE OR ITS SUPPLIERS HAVE ANY LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF INFORMATION DISTRIBUTED OR MADE AVAILABLE FOR DISTRIBUTION VIA THE SERVICES THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. NEITHER ZEE CREATIVE NOR ITS SUPPLIERS SHALL HAVE LIABILITY WITH RESPECT TO ZEE CREATIVE'S OBLIGATIONS UNDER THIS AGREEMENT, ANY ADDENDUM OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF ZEE CREATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE FOREGOING LIMITATION OR EXCLUSIONS MAY NOT APPLY TO YOU. IN ANY EVENT, THE LIABILITY OF ZEE CREATIVE AND ITS SUPPLIERS TO YOU FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO ZEE CREATIVE BY YOU UNDER THIS AGREEMENT AND ANY ADDENDUM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM ACCRUED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. THE FEES FOR THE SERVICES SET BY ZEE CREATIVE HEREUNDER HAVE BEEN AND WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK. ACCORDINGLY, YOU HEREBY RELEASE ZEE CREATIVE AND ITS SUPPLIERS FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIM IN EXCESS OF THE LIMITATION STATED IN THIS SECTION 6A.

2. Interruption of Service

You hereby acknowledge and agree that Zee Creative and its suppliers will not be liable for any temporary delay, outages or interruptions of the Services. Further, Zee Creative shall not be liable for any delay or failure to perform its obligations under this Agreement, where such delay or failure results from any act of God or other cause beyond its reasonable control (including, without limitation, any mechanical, electronic, communications or third-party supplier failure).

3. Service Level Agreement (SLA)
   
   
1. 99.99% Uptime Guarantee

Zee Creative’s network uses multiple, redundant, high-speed connections providing fast, reliable connectivity. We understand the importance of providing a reliable service and have developed the following level of service to ensure maximum performance and uptime. The Zee Creative Service Level Agreement (SLA) provides for network quality and web site availability.

2. Coverage

These guidelines apply to Zee Creative customers that have registered for either Shared Hosting Services or Dedicated Hosting Services (collectively, the "Services") and who are in good financial standing with Zee Creative, Inc.

3. Service Level

Zee Creative endeavors to have the content of customer’s web site available for http access by third parties 99.99% of the time ("Web Site Availability"), in a given month, excluding the restrictions below. Downtime exists when third parties are unable to transmit and receive data and Zee Creative records such failure within its monitoring systems. Downtime is measured from the time the trouble ticket is opened by a customer to the time the server is once again able to transmit and receive data.

4. Credits

In the event that there is no Web Site Availability, Zee Creative will credit the following month's service fee as follows.

For Shared Hosting services, such credit will be retroactive and will be as calculated below and as measured 24-hours a day in a calendar month, with the maximum credit not to exceed the monthly service charge for the affected month. The monthly service charge is described as the monthly hosting fee only. Domain charges and additional service charges are not considered part of the monthly hosting fee and are not applicable to this SLA.

Customer Web Site Availability	Credit
95% to 99.98%	25% Credit
90% to 94.9%	50% Credit
89.9% or below	100% Credit

For Dedicated services, if the Web Site Availability is between 98.9% and 99.98% for any particular month, the credit will be retroactive and equivalent to the difference between the guaranteed level of availability of the customer's services during the month and the calculated actual level of availability of the customer's services, multiplied by the actual charges incurred by the customer for the services during that month. In addition, for Dedicated services, customers may be entitled to additional credits as calculated below and as measured 24-hours a day in a calendar month, with the maximum credit not to exceed fifty percent (50%) of the monthly service charge for the affected month. The monthly service charge is described as the monthly hosting fee only. Domain charges and additional service charges are not considered part of the monthly hosting fee and are not applicable to this SLA.

Minutes of Continuous Downtime	Credit
60 to 179 Minutes	25% Credit
180 Minutes or More	50% Credit


In order for customer to receive a credit on their account, customer must request such credit within seven (7) business days after customer experienced no Web Site Availability. Customers must request credit by sending an e-mail to our billing department. For security, message must contain customer account number, the dates and times of the unavailability of customer web site, and such other customer identification requested by Zee Creative. Credits will usually be applied within sixty (60) days of customer credit request. Credit to customer account will be customer’s sole and exclusive remedy in the event that there is no Web Site Availability.

5. Restrictions

Credits will not be provided to customer in the event that customer has no Web Site Availability resulting from (i) scheduled maintenance as posted from time to time via e-mail bulletins, direct mail and at zcreative.com, (ii) customer behavior including acts or omissions of customer, or any use or user of the service authorized by customer, or the performance or failure of customer’s equipment, facilities or applications, or customer’s ISP or connection to the internet, or (iii) circumstances beyond Zee Creative's reasonable control, including, without limitation, acts of God, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of interruption or delay in telecommunications or third party services (including DNS propagation), failure of third party software or hardware or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of customer’s service.

7. Indemnification

You hereby release and hold harmless, and agree to indemnify, Zee Creative and its affiliates and suppliers (and their respective employees, directors and representatives) against any and all claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by Zee Creative or its suppliers, arising out of or relating to (a) your violation or breach of any term, condition, representation or warranty of this Agreement, any Addendum or any applicable policy or guideline; (b) your improper or illegal use the Services; or (c) your violation, alleged violation, or misappropriation of any intellectual property right (including, without limitation, trademark, copyright, patent, trade secrets) or non-proprietary right of a third party (including, without limitation, defamation, libel, violation of privacy or publicity).

8. MISCELLANEOUS PROVISIONS
   
   
1. Entire Agreement

This Agreement and all policies incorporated herein by reference, constitutes the entire agreement between you and Zee Creative with respect to the subject matter hereof and there are no representations, understandings or agreements which are not fully expressed in this Agreement and the related policies.

2. No Fiduciary Relationship; No Third-Party Beneficiaries

Zee Creative is not the agent, fiduciary, trustee or other representative of you. Except for the rights of Zee Creative's suppliers under sections 6 and 7 hereof, nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of the parties hereto.

3. Amendments

Except as expressly provided in this Agreement, no amendment, change, waiver, or discharge hereof shall be valid unless in writing and signed by the parties.

4. Identification

Zee Creative may, free of any obligation to pay compensation, use your name and identify you as a Zee Creative client, in advertising, publicity, or similar materials distributed or displayed to prospective clients.

5. Choice of Law and Forum

THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES AND THE STATE OF MONTANA, 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 YELLOWSTONE COUNTY, MONTANA, AND YOU IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS.

6. Compliance With Laws

You shall at all times comply with all applicable laws and regulations and shall indemnify and save Zee Creative harmless from your failure to so comply. You agree that Zee Creative shall not have to perform any obligations set forth in this Agreement if such performance would violate any present or future law, regulation or policy of any applicable government.

7. Non-Assignment

You may not assign this Agreement or any right or obligation hereunder, by operation of law or otherwise, without Zee Creative's prior written consent. Zee Creative may assign its rights and obligations under this Agreement, and may utilize affiliate and/or agents in performing its duties and exercising its rights hereunder, without your consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.

8. No Waiver

Zee Creative's failure to enforce the strict performance of any provision of this Agreement or any Addendum will not constitute a waiver of Zee Creative's right to subsequently enforce such provision or any other provisions hereunder or thereunder.

9. Severability

Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement and any Addendum, if applicable, shall nonetheless remain in full force and effect and, if the subject term or provision is deemed to be invalid, void or unenforceable only with respect to a particular application, such term or provision shall remain in full force and effect with respect to all other applications.

10. Headings

The section headings used herein are for reference and convenience only and shall not enter into the interpretation hereof.

11. Survival

All provisions of this Agreement and any Addendum relating to your warranties, intellectual property rights, limitation and exclusion of liability, your indemnification obligations and payment obligations shall survive the termination or expiration hereof and thereof.