HALOBAK Service Subscription Agreement

This agreement constitutes the complete and exclusive statement of the agreement between you and Arogo.net with respect to the Halobak services and associated software and SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, oral or written, and any other communications relating to the subject matter of this agreement.

Now, therefore, in consideration of the mutual covenants set forth herein, Arogo.net and Customer agree as follows:
 

1. Order Acceptance, Payment.

A. All orders are subject to acceptance by Arogo.net. An order will be deemed accepted by Arogo.net when Arogo.net sends confirmation of the order to Customer.

B. Arogo.net shall charge Customer’s credit card, or send an invoice, for the applicable set-up fees and monthly fees according to the Package(s) (as defined below) selected by Customer and provided by Arogo.net. Arogo.net reserves the right to change the amount of, or basis for determining, any fees or charges and institute new fees and charges upon prior notice to Customer. Customer must provide Arogo.net with a valid credit card number to which Arogo.net will automatically charge all Halobak fees as they become due. All monthly fees and set-up fees shall be due in advance of the month incurred and all additional charges shall be due at the end of the month in which such charges are incurred. Except as provided in Section 3, the set-up fees are nonrefundable and Arogo.net does not issue pro rata refunds for fees paid in advance. If payment by Customer’s credit card is denied, or Customer’s charge is returned to Arogo.net for any reason, including charge back or Customer otherwise fails to make any payments owing to Arogo.net, Arogo.net may, at Arogo.net’s discretion, suspend or terminate access to the Halobak Services and/or terminate this Agreement. Customer’s right to use the Halobak Services are subject to any limits established by Arogo.net or by the issuer of Customer’s credit card. Interest charges of 1% per month (or the highest rate permitted by law if lower than 1% per month) will accrue daily on any unpaid balance, which is more than thirty (30) days overdue. Customer shall be responsible for any and all taxes related to this Agreement. Arogo.net may charge you for certain taxes and other applicable fees.
 

2. Arogo.net Services.

A. During the term of this Agreement, Arogo.net shall provide software and services to Customer according to the Package(s) accepted by Customer (the “Halobak Services”). “Package” means one of Arogo.net service offerings, as can be found on Arogo.net’s Web site at http://www.Arogo.net or http://www.Halobak.net. The specific Package to be provided to Customer shall be established by correspondence between Arogo.net and Customer. Such Package shall be deemed incorporated by reference into this Agreement, as if fully set forth herein. Arogo.net and Customer shall retain copies of such Package(s) for future reference.

3.Third Party Providers.

Customer acknowledges that in order to access certain of the Halobak Services, Customer may have to agree to and execute agreements with third party providers who may charge Customer fees and charges which are in addition to the fees and charges imposed by Arogo.net.
 

4. Rules and Regulations.

From time to time Arogo.net may impose reasonable rules and regulations regarding the use of the Halobak Services. Such rules and regulations are called acceptable use policies and are posted on Arogo.net’s web site at http://halobak.net/Legal/Default.asp . All such acceptable use policies are incorporated by reference into this Agreement as if fully set forth herein.
 

5. License Grant.

During the term of this Agreement, Arogo.net grants to Customer a non-exclusive, personal, non-transferable license to access and use the Halobak Services and software solely on and as part of Arogo.net’s World Wide Web site and servers. Arogo.net may modify the Halobak Services at any time for any reason and may provide modified versions of the Halobak Services to Customer.
 

6. Intellectual Property Rights.
 

Customer acknowledges and agrees that the Halobak Services constitute confidential and proprietary information of Arogo.net and its licensors and embodies trade secrets and intellectual property of Arogo.net and its licensors protected under United States copyright and other laws and international treaty provisions. Customer further acknowledges that all right, title, and interest in and to all parts of the Arogo.net Services, including, without limitation, associated intellectual property rights, are and shall remain with Arogo.net and its licensors. Customer shall not, and shall cause its employees and agents not to, disclose or transfer any portion of the Arogo.net Services to any third party. Customer further agrees not to translate, decompile, reverse engineer, disassemble, modify, reproduce, rent, lease, lend, sublicense, distribute, remarket or otherwise dispose of any portion of the Arogo.net Services or software. Customer hereby acknowledges that, if Arogo.net at any time or from time to time performs any customizations or modifications to Halobak Services or software, all rights and interests to such customizations or modifications shall be the sole property of Arogo.net.
 

7. Term and Termination.

A. This Agreement shall have an initial term of one (1) month and shall thereafter automatically renew for successive one (1) month periods. This Agreement and Customer’s access to the Arogo.net Services shall terminate as follows: (i) Either party may terminate upon thirty (30) days prior notice; (ii) Arogo.net may immediately and without prior notice terminate upon a violation by Customer of Arogo.net’s acceptable use policies; (iii) Arogo.net may terminate immediately and without prior notice in accordance with Section 1; and (iv) Arogo.net may terminate immediately if, after 15 days prior notice to Customer, Customer has failed to correct any breach of this Agreement.
 

B. Upon any termination in accordance with Section 8(A)(i), Arogo.net shall permit Customer forty-eight (48) hours to download or otherwise copy any of Customer’s information and data residing on Arogo.net’s facilities prior to removing such information and data from Arogo.net’s facilities. Upon termination by Arogo.net under Sections 8(B)(ii), (iii) or (iv), Arogo.net may immediately remove all of Customer’s data and information from Arogo.net’s facilities and Customer shall have no right to copy or download such data or information, and, in such event, all such information and data, including all copyrighted or copyrightable material therein, shall then become the property of Arogo.net. In cases where Customer’s account has been cancelled, and Customer is requesting reactivation, Arogo.net, at it’s option, may reactivate the same account, only if the account had been cancelled less than sixty (60) days prior. After sixty (60) days, Customer will be required to set up a new account.
 

C. To cancel Halobak Services, Customer should send a request via e-mail to support@halobak.net, Attention: Service Cancellations. Please be sure to include your account information. For security purposes, the request must come from the email address on record in our systems, and we might call the phone number on the account for verbal verification.

D. Sections 1, 6, 7, 8, 9, 10, 11, 12, 13, and 14 shall survive any termination of this Agreement.
 

8. Exclusion of Warranties.
 

Arogo.net PROVIDES THE HALOBAK SERVICE 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.

While Arogo.net makes reasonable efforts to maintain the Halobak service, many factors are not within Arogo.net’s control. Therefore, Arogo.net does not warrant, and is not responsible for (even if caused by the negligence of Arogo.net) any loss of data, delays, non-delivery or misdelivery of information, lack of access, slows response time, or service interruptions or errors. Loss, delay or non-delivery of data can be due to but not limited to Arogo.net’s own negligence, viruses or other third parties. Customer’s data is defined as any data held by Arogo.net and includes account information, data, email and other services. This disclaimer and waiver shall apply equally to any and all third party providers. Arogo.net provides no warranty to customer regarding the accuracy of usage statistics, which Arogo.net may provide in its discretion. Further, no advice or information given by an Arogo.net representative shall create a warranty or serve as an amendment to this agreement.

Arogo.net has the right to change prices, or add or delete product features of any existing product or service. The right to change products or services extends to any software supporting a product or service. Arogo.net reserves the right to change prices or material features at any time upon 30 days prior notice. Arogo.net reserves the right to institute new fees or new material features at any time upon 30 days prior notice. Arogo.net has the right to discontinue products or services and the right to remove or reassign server space for customer’s data. Arogo.net also has the right to deactivate a customer’s service with a thirty (30) day notice. Except for certain products and services specifically identified as being offered by Arogo.net, Arogo.net does not control any materials, information, products, or services on the Internet. The Internet contains unedited materials, some of which are sexually explicit or may be offensive to you. Arogo.net has no control over and accepts no responsibility for such materials. You assume full responsibility and risk for use of the services and the Internet and are solely responsible for evaluating the accuracy, completeness, and usefulness of all services, products, and other information, and the quality and merchantability of all merchandise provided through the service or the Internet.
 

9. Limitation of Liability and Damages.

THE TOTAL AGGREGATE LIABILITY OF AROGO.NET TO CUSTOMER SHALL BE LIMITED TO THE AMOUNT PAID TO AROGO.NET BY CUSTOMER HEREUNDER DURING THE THREE MONTHS IMMEDIATELY PRECEDING A CLAIM IN WHICH AROGO.NET IS LIABLE TO CUSTOMER. IN NO EVENT SHALL AROGO.NET BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR LOSS OF BUSINESS, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED UPON BREACH OF CONTRACT, TORT, OR OTHERWISE AND WHETHER OR NOT AROGO.NET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
 

10. Confidentiality.

Customer acknowledges that by reason of its relationship with Arogo.net, it may have access to certain information and materials relating to Arogo.net’s business, customers, software technology and marketing which Arogo.net treats as confidential (collectively “Confidential Information”). Customer shall: (i) hold in confidence, and not disclose or reveal to any person or entity, any Confidential Information without the clear and express prior written consent of a duly authorized representative of Arogo.net; and (ii) not use or disclose any of the Confidential Information for any purpose at any time, other than for the limited purpose of performance under this Agreement. These obligations shall continue indefinitely for so long as the Confidential Information is a trade secret under applicable law and shall continue for two (2) years following termination of this Agreement with respect to Confidential Information, which does not rise to the level of a trade secret.
 

11. Indemnification.

Customer shall indemnify and hold Arogo.net harmless against all third party claims, demands, suits, actions, judgments, losses, costs, damages (direct, indirect and consequential), attorney’s fees and expenses that Company may sustain or incur by reason of any breach or alleged breach of any term or condition of this Agreement (including reasonable attorney’s fees) and for any act or omission of Customer or its clients which are in any way related to the Halobak Services.
 

12. Export Control.

Customer agrees not to export or re-export any portion of the Arogo.net Service outside of the United States. Customer further agrees to comply with all United States and other applicable laws, rules and regulations relating to the export, re-export or transshipment of the Halobak Services.
 

13. Force Majeure.

Either party shall be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, earthquake, labor disputes and strikes, riots, war, and governmental requirements. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay.
 

14. Miscellaneous.

Customer may not assign its rights or delegate any of its duties under this Agreement without our prior written consent of Arogo.net, and any attempted assignment or delegation without such consent shall be void. If one or more provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. Nothing in this Agreement or in the understanding of the parties construes upon the parties the status of partners or joint ventures. Arogo.net may subcontract any work, obligations or other performance required of Arogo.net under this Agreement without consent of Customer. Other than the termination of this agreement, all notices provided hereunder sent by email, mail or certified mail to Arogo.net, will be effective upon transmission. Arogo.net has the right to amend the Agreement from time to time, and will do so by posting the new Agreement on the Halobak web site under the Legal & Privacy page.

15. Jurisdiction.

This Agreement is governed by Nevada law without regard to conflict of law provisions. Any controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be settled by arbitration, and administered by the American Arbitration Association under its Commercial Arbitration Rules. Any such arbitration will be governed by Nevada law and will be held in Las Vegas, Nevada. The arbitrator will be an expert in the field of Internet services. The arbitrators award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. There shall be no class action arbitration pursuant to this agreement.