CarboNeutral Technologies Inc. ("CNW") Green Web Services Agreement:
The terms and conditions set forth herein constitute the full and complete agreement between you and CNW. Your agreement to be bound by these terms is acknowledged by your use of the CNW Web Site, CNW Services, Support Services and/or any CNW software made available to you. The terms contained herein supersede and replace any other agreement or negotiation between you and CNW whether oral, written or otherwise including any statements made by any representative of CNW at any time.

2. FEES; PAYMENT OF FEES

2.1 Fees

1. CNW charges the fees set out in Schedule A where applicable. All such fees are subject to change with 30 days prior notice. Not all fees are applicable to all accounts.
2. Service Fee - This is the fee for your monthly, annual or bi-annual CNW service charges.
3. Other Service Related Fees – These are fees for additional services that you may choose to add to your account.

2.2 CNW also reserves the right to alter, change, amend or delete fees at it's sole option. CNW further reserves the right to institute new services and charge fees in association with the provision of such new services as it deems appropriate.

2.3 CNW reserves the right to offer subsequent promotional rates which may or may not be more favourable than the terms under which you entered this agreement. Any such periodic special rates shall not effect the then existing rights and responsibilities of each party. CNW also reserves the right to change the rate charged for any such fee under this agreement with 30 days notice.

2.4 Payment of Fees - CNW accepts payment by Credit Card (Visa, MasterCard, Discover, American Express) and by personal check, cashiers check, electronic check, or money order. In addition, CNW may from time to time allow additional forms of payment however the offering of a particular form of payment does not obligate CNW to continue to offer that form of payment in the future. The current list of payment options will be displayed during the order process. If you have any questions concerning the current available payment options contact CNW.

2.5 Payment by Credit Card and Electronic Check

1. Prior to activation of your user account and at any applicable time thereafter you agree to allow CNW to charge your provided credit card or bank account and at stated regular intervals the agreed service fee amount for the stated period together with any CNW or any other charges outlined herein as may be applicable. You further authorize CNW to charge your credit card or bank account for all subsequent period fees at, or a reasonable period in advance of, the commencement of any such subsequent period. You agree to maintain current valid existing credit card or bank account information with CNW for the purpose of satisfying the CNW charges as they become due. Refusal or rejection of any such charge or any portion thereof is grounds for account suspension and/or termination at the sole option of CNW. In addition, refusal, rejection or return of any such charge for any reason whatsoever or any portion thereof is grounds for account suspension and/or termination at the sole option of CNW under Paragraph 8 herein.

That in order to avoid any service interruption that you submit your payment to CNW a sufficient time before the expiration of the current service period so that it reaches CNW in advance of the renewal date.

3. CNW SERVICES

3.1 For the term of the agreement as set forth herein CNW agrees to provide services according to the package selected for your website upon activation of your account. CNW reserves the right to change, amend and/or otherwise alter the services provided with equivalent or otherwise equal services without prior notice to you. The specifics of any particular offer are contained within the offer itself as published on the CNW website at the time you create your account and remain in effect throughout the term of your agreement. The specifics of all current offers are located within the CNW Website located at http://www.carboneutralweb.com/.

4. LICENSE

4.1 CNW, subject to the terms and conditions set forth herein, hereby grants you a non-exclusive, limited, personal, license to use the CNW Green web Service for the term of the agreement as set forth herein. Your rights under this agreement may be assigned only upon prior notice and express approval by CNW. Any other assignment is null and void.

5. OWNERSHIP OF INTELLECTUAL PROPERTY; CONFIDENTIALITY

5.1 It is understood and agreed that during the term of this agreement and thereafter you may come into possession of information which is the confidential and proprietary information of CNW including but not limited to the CNW customer service and maintenance tools. You acknowledge that all right and title to any such CNW intellectual property shall remain the sole property of CNW and that you have no right, title or interest therein. You further agree not to provide access to the CNW services to any third party. You agree yourself and not to assist any third party in any way to use, translate, decompile, reverse engineer, disassemble, modify, reproduce, rent, lease, lend, license, distribute, market or otherwise dispose of any portion of the CNW Services. Any and all right or title to any engineering, coding, programming or customer service work around or other modification of the CNW service shall also remain the sole property or CNW.

5.2 During the term of this agreement you may have access to certain information and materials relating to the CNW software technology and marketing which CNW treats as confidential (hereinafter "Confidential Information"). You agree to at all times during the term of this agreement and otherwise as set forth herein: (i) hold in confidence, and not disclose or reveal to any person or entity, any "Confidential Information" without the express prior written consent of CNW; and (ii) not use or disclose any of the "Confidential Information" for any purpose at any time, other than pursuant to your rights under this agreement for the purpose intended. These obligations shall continue indefinitely for so long as the Confidential Information is a trade secret under applicable law and shall continue for three (3) years following termination of this Agreement with respect to Confidential Information, which does not rise to the level of a trade secret.

5.3 You are the sole owner of any information that you post within your website. CNW does not normally review or edit the information posted within your website. Notwithstanding the above CNW specifically reserves all right to edit, change, remove or delete any information posted in violation of this policy, the CNW Acceptable Use Policy or any applicable law, order or public policy. CNW is not your partner, associate, joint venture or agent with respect to the CNW offered services.

6. TERMS

6.1 The initial term of this agreement shall be the period selected by you at the commencement of your account. Periodic accounts (monthly, annual, biannual) are automatically renewed and are charged in the same manner you selected at the commencement of your account. A listing of the presently available plans is available on the CNW website located at http://www.carboneutralweb.com

7. SUSPENSION AND TERMINATION

7.1 Suspension - At the sole option of CNW for any reason set forth herein or in the event that you breach any term of this agreement including but not limited to Section 1 (Payment of Fees) or any violation of the CNW Acceptable Use Policy, may suspend your account by deactivating any access by you and/or by web users to any information contained on the CNW servers related to your account while maintaining the information and data related to your account upon the CNW servers. Suspension shall specifically include the disabling of your green off set certificates and CNW accreditation access to information or data related to your account. In the event of any such suspension you will be notified. At the option of CNW you may be given an opportunity to correct such breach or violation. Upon being notified of an opportunity to correct such breach or violation, if such breach or violation is not corrected the account may be terminated under paragraph 6.2. Service charges will continue to accrue on suspended accounts as if they were not suspended. You will remain responsible for the payment of any such charges during any such period of suspension.

7.2 Termination - This agreement and all of it’s terms shall remain in full force and effect until it is terminated. Termination shall include the removal of any and all of your information from the CNW servers. Such information or data may or may not be made available to you by CNW after any such termination. This agreement may be terminated either (a) after a period of suspension as set forth in paragraph 8.1 or (b) except as otherwise stated herein by either party upon 45 days notice in advance of a renewal period for any reason.

7.3 In the event of termination under paragraph 6.2(a) there will be no refund provided to you. In addition, CNW may charge you an additional termination fee not to exceed $100.00 at its sole option. The assessment of this termination fee shall not affect the rights of CNW to recover from you losses, damages, indemnity, defense costs, expert costs, collection costs and/or attorney’s fees or other costs of any kind as may be applicable under California Law.

8. INFORMATION USAGE AND COMMUNICATIONS

8.1 You hereby consent and agree that as to any information which CNW may collect from you and/or maintain with respect to you, including but not limited to your account information, dates of service, billing address, billing records, usage statistics, site statistics, services purchased, correspondence to or from CNW concerning you or your account, or other information which in CNW sole judgment is reasonable, CNW may disclose such information to public or private third parties only as applicable law may require or permit.

8.2 During and after the term of this agreement you agree to receive periodic emails, telephone calls, or SMS messages containing commercial offers from CNW and certain approved marketing partners in regards to CNW or such partner products, services. We may also contact you concerning your account, system conditions, changes, updates or and schedules.

8.3 You agree to provide and at all times during the term of this agreement maintain true and accurate account information on file with CNW specifically including your Name, Address, Email address, telephone number billing information and any other account information requested at any time during the sign up process. You further agree that the failure to provide or maintain such accurate information is a material breach of this agreement and subjects your account to suspension and/or termination as set forth in paragraph eight (8) herein.

9. NOTICE

9.1 Any notice under this agreement shall be given by CNW to you via email at the address provided by you to CNW at the commencement of this agreement or as CNW is subsequently advised. Notice to you at this address is deemed sufficient regardless of your receipt of such email. If you wish to update your email address you should do so by contacting customer service via the CNW website located at http://carboneutralweb.com/contact.php

10. WARRANTEES AND LIMITATIONS

10.1 CNW makes every reasonable effort to maintain operation of the CNW service however because as many events and circumstances are beyond the control of CNW, CNW does not in any way warrant or otherwise guarantee the availability of the CNW system or servers and is not responsible for any delay or loss of data, lack of connection, slow connection, or any other such issues whether due to the active or passive negligence of CNW.

10.2 The CNW Service is provided to you on an “as is basis, and without any warranty of any kind, whether express or implied, including, but without limitation, any implied warranty of merchantability, or fitness for a particular purpose.

10.3 In general, CNW has no control over information contained on the Internet. Information obtained by you from the Internet may be inaccurate, offensive or in some cases even illegal. CNW accepts no responsibility for any information which you receive from the Internet. You accept full responsibility to verify the truth and accuracy, legality and ownership of the information that you obtain from the Internet as well as the reputation of the individuals with whom you may deal. CNW provides no warrantee for any services which you obtain over neither the Internet nor the compatibility of any such services with the CNW system.

10.4 You specifically hereby waive any claim for damages of any kind whether direct, indirect, special, exemplary, punitive, incidental or consequential, loss of profits or loss of business as the result of any action taken in response to any claim of copyright infringement without regard to whether or not the material claimed to have been infringing is later found to be infringing.

11. SEVERABILITY

11.1 If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

12. NO AGENCY

12.1 Notwithstanding any other provision of this agreement, CNW is not your agent, partner or joint venturer in any respect.

13. AMENDMENT

13.1 CNW may without advance notice amend this Agreement from time to time, and will do so by posting the new Agreement on the CNW web site in place of the old. Each and every such amendment shall be become effective immediately for all pre-existing and future accounts.