This Red Giant Networks APPLICATION SERVICE PROVIDER (ASP) AGREEMENT ("Agreement") is made as of the "Effective Date" by Red Giant Networks, and you the "Customer". "Effective Date" shall be the date payment is received and accepted by Red Giant Networks. IN ORDER TO FINISH YOUR PURCHASE YOU MUST AGREE TO THESE TERMS AND CONDITIONS. FAILURE TO CHECK "AGREE" WILL PREVENT YOU FROM COMPLETING YOUR PURCHASE. BY COMPLETING YOUR PURCHASE YOU FULLY AGREE TO THE FOLLOWING TERMS AND CONDITIONS.

WITNESSETH

WHEREAS, Red Giant Networks Licenses certain computer software commonly known as "Fusion Cart Pro" and "Fusion Chat Pro" for online business use; and

WHEREAS, Red Giant Networks provides hosting service for above mentioned computer software; and

WHEREAS, Customer requires software for business purposes; and

WHEREAS, Customer has evaluated the Software (as defined hereinafter) and Customer has determined that the Software will meet the requirements of Customer; and

NOW, THEREFORE in consideration of the mutual benefits of the covenants and restrictions herein contained, Red Giant Networks and Customer hereby agree as follows:

AGREEMENT

Definitions:

It is the customer's responsibility to inquire about any terms or wording not understood. Customer agrees that all parts of this agreement are understood by checking "AGREE" and completing their purchase. Red Giant Networks is ready and able to help customers with this agreement. Simply call 1-800-757-8182. If you have any questions or doubts please contact us.

Section 1 - Software:

The term "Software" as it is used in this Agreement shall include the following software: Fusion Cart Pro and Fusion Chat Pro.

Section 2 - Customer Limitations:

Red Giant Networks "Software" and hosting for said software CANNOT be used to sell or deliver pornography, spam (unsolicited email), adult items relating to pornography, anything found to be illegal, offensive or hateful material, any other product or information thought to be inappropriate by Red Giant Networks. Red Giant Networks reserves the right to cancel and delete customers account if found in violation of this section. IF YOU HAVE ANY QUESTIONS ABOUT YOUR PRODUCTS, INFORMATION, OR DATA CONTACT US AT 1-800-757-8182 PRIOR TO COMPLETING YOUR PURCHASE.

Section 3 - Specifications:

Customer does hereby acknowledge and agree that certain computer hardware and system requirements are required to access and use the Software. Except as otherwise agreed by the parties, Red Giant Networks shall have no obligation to supply, provide, or deliver to Customer such computer hardware and system requirements. Customer shall be responsible for acquiring, maintaining, integrating and updating all computer hardware and system requirements necessary to access and use the Software, including all costs, fees, and expenses in connection therewith.

Section 4 - Access Costs:

Customer shall be responsible for all costs in accessing the Software, including (without limitation) telecommunications and telephone costs, Internet service provider costs, Internet access software, computer hardware, modem, fees imposed by third parties, or any other costs incurred by Customer in accessing the Software.

Section 5 - Subscription Fee:
In consideration of the hosting services and software use Customer will pay to Red Giant Networks all fees due according to the prices and terms listed on the invoice.

Section 6 - Refunds:
Customer has 30 days from the purchase date to request refund for funds paid within that 30 day period. Refunds will include monthly service fee and any setup fee. IT DOES NOT include any domain name registration, SSL certificate purchase, custom web development work, design work, or any other fees paid to Red Giant Networks not listed here.

Section 7 - Change in Fees:
Red Giant Networks may change its fee schedules on sixty (60) days notice by postal mail, electronic mail, or by posting on the Red Giant Networks website. Upon such notice, Customer shall have thirty (30) calendar days prior to the effective date of the fee schedule to notify Red Giant Networks by certified postal mail should it not agree to such rate increase and that Customer wishes to terminate this Agreement.

Section 8 - Payment:
Payment is made via authorized credit card, customer agrees to allow Red Giant Networks to charge the card on file each monthly anniversary date as stated on your invoice. Customer has the right to request alternate payment methods. Red Giant Networks reserves the right to decline any alternate payment methods it wishes. In the event the card on file is declined, customer will be notified. Failure to pay the invoice in full within 10 calendar days will result in the suspension of your account. Failure to pay within 30 days will result in your account being deleted. Red Giant Networks is not responsible for any content, customer data, or other information lost in this event.

Section 9 - Subscription Term:

Subscription term shall be 30 days paid in advance. Customer has the right to select 1 year payment option. Customer agrees selecting this option does not limit them to canceling within 30 days. Customer STILL HAS 30 DAYS TO CANCEL FOR FULL REFUND. HOWEVER if customer does not cancel within first 30 days there will be no refund given. Customer agrees that by selecting the 1 year subscription term they are agreeing to a lower fee than that paid monthly.

Section 10 - Renewal:

The Subscription Term shall automatically renew for successive Subscription Terms unless Customer notifies Red Giant Networks of its intention not to renew the Subscription Term within Ten (10) days preceding expiration of the Subscription Term. Each subsequent Subscription Term shall automatically renew as provided in this Section 10.

Section 11 - Access to software:

Upon approval of payment method, Red Giant Networks will provide the customer with access information to use the software of their choosing within 3 business days. This includes any usernames and passwords needed to use the above mentioned software. Customer agrees that they will have access to only that software paid for on their invoice.

Section 12 - Additional Agreements:

This Agreement shall supersede any other agreement, including, without limitation, any purchase order, invoice, delivery, receipt or otherwise concerning the Software or Documentation unless such agreement is in writing and signed by an authorized representative of all parties and such agreement explicitly and conspicuously states that such agreement shall modify this Agreement.

Section 13 - License:

Except as otherwise provided hereunder, during the Subscription Term Red Giant Networks shall grant Customer a non-exclusive and non-transferable license to access software on Red Giant Networks systems. This access must be in full compliance with all terms of this agreement.

Section 14 - Authorized Use:

Customer shall use reasonable efforts to prevent Unauthorized Users from accessing the Product and Password. Customer shall use reasonable efforts to prevent Unauthorized Access to the Product and Password.

Section 15 - Taxes:

Customer shall pay any and all applicable taxes incurred in connection with the Agreement including (without limitation) any applicable sales or use taxes and any applicable personal property taxes (excluding income taxes assessed against Red Giant Networks).

Section 16 - Software Warranty:

Red Giant Networks represents and warrants that the Software shall perform substantially as represented in the Documentation.

Section 17 - Services Warranty:

The services to be provided by Red Giant Networks hereunder shall be performed on a best efforts basis and shall conform to the standards generally observed in the industry for similar services.

Section 18 - WARRANTY LIMITATION:

THE FOREGOING SOFTWARE WARRANTY IN SECTION 16 AND THE SERVICES WARRANTY IN SECTION 17 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES OF MERCHANTABILITY. EXCEPTING THE WARRANTIES EXPRESSLY ACKNOWLEDGED HEREUNDER, Red Giant Networks HEREBY DISCLAIMS AND CUSTOMER HEREBY WAIVE ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY. Red Giant Networks HEREBY DISCLAIMS AND CUSTOMER HEREBY WAIVE ANY WARRANTY THAT USE OF OR ACCESS TO THE INTERNET OR THE SOFTWARE BY CUSTOMER WILL BE UNINTERRUPTED OR ERROR FREE. Red Giant Networks HEREBY DISCLAIMS AND CUSTOMER HEREBY WAIVE ANY WARRANTY OR GUARANTEE AGAINST UNAUTHORIZED ACCESS BY THIRD PARTIES TO THE SOFTWARE. CUSTOMER HEREBY AGREES THAT USE OF THE INTERNET SHALL BE AT THE SOLE AND EXCLUSIVE RISK OF CUSTOMER AND SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS, RULES, REGULATIONS, POLICIES, APPLICABLE LAWS, AND CODES OF CONDUCT GOVERNING THE INTERNET.

Section 19 - Express Warranties:

Customer hereby acknowledge and agree that Red Giant Networks (including officers, employees, agents, directors and independent contractors of Red Giant Networks) has not made any express warranties concerning the Product except the warranties in Sections 5.01 and 5.02 of these Terms and Conditions.

Section 20 - Lawful Purpose:

Customer represents and warrants all Customer access to the Software shall not violate any contract, statute, rule, regulation, or other obligation under which Customer is bound. Customer represents and warrants that Customer shall not access the Software to conduct or solicit the performance of any business or activity that is tortuous or prohibited by law.

SECTION 21 - DATA DISCLAIMER:

CUSTOMER DOES HEREBY ACKNOWLEDGE AND AGREE THAT CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR AND SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS Red Giant Networks FOR ANY EXPENSE COST, LOSS, OR LIABILITY ARISING IN CONNECTION WITH THE INTEGRITY, MAINTENANCE, SECURITY, PUBLICITY, LOSS OR BACK-UP OF THE INFORMATION OR THE SOFTWARE, REGARDLESS OF THE LOCATION OF THE INFORMATION OR THE SOFTWARE. Red Giant Networks SHALL PROVIDE TO CUSTOMER BACK-UP COPIES OF INFORMATION ONLY IN THE ABSOLUTE DISCRETION OF Red Giant Networks. THIS SECTION SHALL SURVIVE TERMINATION AND CANCELLATION OF THE AGREEMENT AND EACH OPTION AGREEMENT.

Section 21 - Access:

Customer hereby acknowledges and agrees that access to the Software may be affected by local market network telecommunications activity, electronic mail failure, capacity and compatibility with third party communication equipment, communication software, web browsers and Internet (or Intranet) enabled software. Red Giant Networks hereby disclaims and Customer and Licensee hereby waive any and all Red Giant Networks responsibility for any failures in connection with local market network telecommunication activity, electronic mail failure, capacity and compatibility with third party communication equipment, communication software, web browsers and Internet (or Intranet) enabled software.

Section 22 - Downtime:

Customer hereby acknowledges and agrees that the Software may be inaccessible for a period of time for purposes of maintenance, installation, Update implementation, replacements, backup, modifications of the Software or catastrophic event. Red Giant Networks hereby disclaims, and Customer hereby waives, any and all responsibility of Red Giant Networks resulting from Customers failure to access the Software during such downtime.

Section 23 -Indemnification:

Customer shall defend, indemnify and hold harmless Red Giant Networks and its officers, directors, employees, and agents from and against any and all claims, actions, liabilities, expenses, costs, or losses arising from (i) Customer modification of the Product; (ii) Customer, interface, operation or use of the Product with Third Party Technology; (iii) misuse of the Product by Customer, or any Unauthorized User; (iv) the acts (or any failure to act) of Customer hereunder; and (v) any breach by Customer of the obligations of Customer under the Agreement. This Section shall survive termination and cancellation of the Agreement.

Section 24 - Limitation of Damages:

Red Giant Networks shall not be liable for any lost profits, or consequential, exemplary, incidental or punitive damages, regardless of the form of action, whether in contract or in tort, including negligence, and regardless of whether Red Giant Networks has been advised of the possibility of such damages in advance or whether such damages are reasonably foreseeable. Notwithstanding any provision to the contrary, the liability of Red Giant Networks for any reason and for any cause of action whatsoever in connection with the Agreement, the Product, or the services provided by Red Giant Networks shall not exceed the total amount of money paid by Customer to Red Giant Networks within the next preceding twelve (12) months from the date which such claimed damage or injury arose. This Section shall survive termination and cancellation of the Agreement.

Section 25 - Force Majeure:

Red Giant Networks shall not be liable for any failure to perform its obligations under the Agreement because of circumstances beyond the control of Red Giant Networks, which such circumstances shall include, without limitation: natural disaster; terrorism; riot; sabotage; labor disputes; war; any acts or omissions of any government or governmental authority; declarations of governments; transportation delays; computer failure; hardware failure; telecommunications failure; electronic mail failure; power failure; failure of Customer to cooperate with the reasonable requests of Red Giant Networks; breach of the Agreement; misuse of the Product by Customer or third parties; and any other events reasonably beyond the control of Red Giant Networks.

Section 26 - Ownership and Title:

Title to the Product and all technology, including (without limitation) web sites or interface technology, in connection with the Software (excluding Third Party Technology), shall be the exclusive property of Red Giant Networks, including all ownership rights to patents, copyrights, trademarks and trade secrets in connection therewith.

Section 27 - Confidential Information:

Each party to this Agreement shall not disclose Confidential Information except to Authorized Persons. Each party shall not duplicate, use or disclose Confidential Information except as otherwise permitted under the Agreement.

Section 28 - Proprietary Information:

Customer shall not remove or alter any copyright notices, trademark notices or proprietary legends affixed by Red Giant Networks or a third party on the Product.

Section 29 - No Contest:

Customer shall not contest or aid in contesting the ownership or validity of the trademarks, trade secrets, service marks or copyrights of Red Giant Networks.

Section 30 - Red Giant Networks Marks:

Customer hereby acknowledge that the Red Giant Networks Marks are owned exclusively by Red Giant Networks. Red Giant Networks shall retain all rights, titles and ownership interests in the Red Giant Networks Marks. All use of Red Giant Networks Marks by Customer and all goodwill developed there from shall inure to the exclusive benefit of and be on behalf of Red Giant Networks.

Section 31 - Reverse Engineering:

Customer shall not reverse engineer the Software and shall not allow the Software to be reverse engineered.

Section 32 - Modifications:

Customer shall not modify the Product and shall not allow the Product to be modified without the prior written consent of Red Giant Networks. If the Product is modified, such modifications shall be the sole and exclusive property of Red Giant Networks and Red Giant Networks shall own all of the rights, title and interests to such modifications and any resulting computer software, including, without limitation, any and all copyrights, patents and trade secrets related thereto.

Section 33 - License:

The execution of the Agreement or the disclosure of Confidential Information hereunder shall not be construed as the grant of a license to Customer to use the Confidential Information to develop proprietary products or derivative works, or to use any proprietary products or derivative works resulting from the Confidential Information.

Section 34 - Assignments:

Subject to the prior written consent of Red Giant Networks, which shall not be unreasonably withheld, Customer shall have the right to assign Customer's rights under the Agreement. Red Giant Networks shall have the right to assign its rights under the Agreement upon written notice to Customer.

Section 35 - Public Announcements:

All public announcements of the relationship of Red Giant Networks and Customer under the Agreement shall be subject to the prior written approval of Red Giant Networks and Customer. Red Giant Networks and Customer shall not, directly or indirectly make or authorize any public statements concerning the Agreement, or the parties without the express prior written consent of Red Giant Networks, or Customer. Notwithstanding anything to the contrary, Red Giant Networks shall have the right to publicly identify Customer as a customer reference in any Red Giant Networks materials, including, without limitation, promotional and marketing materials or Internet websites.

Section 36 - Severability:

If a provision of the Agreement is rendered invalid, the remaining provisions shall remain in full force and effect.

Section 37 - Captions:

The headings and captions of the Agreement are inserted for reference convenience and do not define, limit or describe the scope or intent of the Agreement or any particular section, paragraph, or provision thereof.

Section 38 - Governing Law:

The Agreement is governed by the laws of the State of Georgia.

Section 39 - Pronouns/Gender:

Pronouns and nouns shall refer to the masculine, feminine, neuter, singular or plural, as the context shall require.

Section 40 - Waiver:

Waiver of breach of the Agreement shall not constitute waiver of another breach. Failing to enforce a provision of the Agreement shall not constitute a waiver or create an estoppel from enforcing such provision.

Section 41 - Relationship of the Parties:

Nothing herein shall be construed as creating a partnership, employment relationship, or agency relationship between the parties, or as authorizing either party to act as agent for the other. Each party shall maintain its separate identity.

Section 42 - Assurances:

Each party hereby represents and warrants that all representations, warranties, recitals, statements and information provided under the Agreement are true, correct and accurate to the best of its knowledge.