I. Acceptance of Terms

I __________________________________ on behalf of ___________________________ (the "Customer") understand that in order to obtain service from Acecape, Inc. ("Acecape"), I must read this Service and Usage Agreement, including Exhibit A - Order Form (collectively, the "Agreement") carefully and accept the terms of this agreement by signing below.

I understand that by signing this Agreement or by using any of Acecape's services, including, without limitation, the Acecape SHDSL services, Web Site Hosting or E-mail Services (collectively, the "Service" or "Services"), I acknowledge that I have read this Agreement, which constitutes a contractual agreement between myself or the party I represent and Acecape; and, that I agree to be bound by all the terms and conditions set forth herein.

In the event that I wish to terminate my account with Acecape prior to the Contract End Date set forth in the Exhibit A, I understand that I will be subject to $250 break-up fee payable upon my submission of notice of termination via e-mail to info@acecape.com, with a copy sent by first-class, postage prepaid mail to Acecape, Inc. 210 Route 4 East, Suite 208 Paramus NJ 07652, such termination will then be effective as of the thirtieth (30th) day after the date such notice is properly sent to Acecape via e-mail, and I will be charged at the applicable rate for the Services rendered during the said 30-day period.

The terms "I", "Me", "My" or "Myself", as used herein, shall refer to the authorized Acecape Customer, and, where appropriate, shall be deemed to refer and apply to business entities, their employees, officers, successors and assigns [see section "III. A. 1. Below] or such other groups accounts as me be approved by Acecape to receive the Services.

II. User Obligations

A. Acceptable Use.
I agree to use my Acecape account in a way that conforms to all applicable laws and regulations. I specifically agree not to make any attempt to gain unauthorized access to any systems or networks. I agree that I will not use Acecape’s services (including any Web site I established on Acecape's server) to publish, post, distribute or disseminate any legally obscene or otherwise unlawful materials. I also agree not to publish, post, distribute or disseminate any proprietary information that belongs to third parties, including trademarks or copyrighted information, without express authorization of the third party rights' holder. I agree that Acecape reserves the right to release my name to any law enforcement agencies in the event that I or those individuals who access Acecape’s services through my account are involved in any unlawful conduct.

B. Passwords.
I agree not to share passwords or accounts with other individuals (except when using one SHDSL connection for multiple computers within LAN or household). I understand that I am responsible for maintaining the security of my accounts and passwords and that Acecape shall provide me with a new password in the event that security of my account is compromised.

C. System Security
I understand and agree that I am prohibited from utilizing Acecape’s services to compromise the security or tamper with system resources or accounts on any of computers, routers, servers, modems, or any other equipment belonging to Acecape or to an unrelated third party. I understand that I am prohibited from distribution of tools designed to compromise security of any systems or networks. Examples of such tools include but are not limited to password guessing programs, cracking tools or network probing tools. I agree that Acecape reserves the right to release my name to system administrators at other sites in order to assist them in resolving security incidents in the event that I or those who access Acecape’s services through my account are involved in violation of System Security.

III. Billing Policies

I agree and assume full responsibility for making timely full monthly payments for Acecape services for the duration of the contract period outlined in the Exhibit A - SHDSL Order Form.

If I elected to receive monthly statements, I understand that monthly payments are due on the 21st day after the statement date for a given billing cycle. The billing cycle begins on the date of commencement of my Acecape’s services. I understand that I will be charged a monthly interest of 1.5% on any unpaid balance for the previous billing cycle at the time my monthly statements are generated. Any additional services ordered during a billing cycle will be reflected on the following monthly statement.

If I elected to pay by credit card, I understand that charges will be billed to my credit card each month for the full amount due for a given billing cycle. I authorize Acecape to automatically bill my credit card account for the amount due for a given billing cycle. I understand that all charges are considered valid unless disputed in writing within thirty (30) days of invoice date.

If I elected to pay for Acecape’s service through an annual prepayment plan, I understand that any additional services ordered during the course of the prepaid year are billed separately in addition to prepaid services.

I understand and agree that Acecape shall not be responsible for any charges or expenses that I may incur resulting from overdrawing my bank account or exceeding my credit card limit as a result of a charge generated by Acecape pursuant to this authority.

IV. Limitation of liability

I HEREBY WAIVE, AND RELEASE AND DISCHARGE ACECAPE FROM, NY AND CLAIMS AND LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE SERVICES TO BE PROVIDED HEREUNDER, AND AGREE THAT I SHALL MAKE NO CLAIM AGAINST ACECAPE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR OTHER LIABILITY FOR ANY MATTERS ARISING OUT OF THIS AGREEMENT OR ITS TERMINATION, MY WEBSITE, MY USE OF THE SERVICES OR MY OTHER ACTIVITIES IN CONNECTION HEREWITH. I UNDERSTAND AND ACCEPT THAT ACECAPE SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY FOR LOSSES RESULTING FROM SYSTEM FAILURE OR SERVICE INTERRUPTION. I UNDERSTAND THAT SERVICE MAY BE INTERRUPTED AND THAT SUCH INTERRUPTION MAY RESULT IN THE LOSS OF WEBSITE CONTENT, E-MAIL TRANSMISSIONS AND/OR OTHER PROBLEMS. ACECAPE WILL MAKE REASONABLE EFFORT TO PREVENT SUCH INTERRUPTION AND/OR REPAIR LOSSES RESULTING FROM SYSTEM FAILURE, TO THE EXTENT THAT THE SAME IS WITHIN ITS CONTROL, HOWEVER, I AGREE THAT IN NO EVENT SHALL ACECAPE, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUBSIDIARIES OR AFFILIATES BE LIABLE FOR DAMAGES OF ANY KIND IN EXCESS OF ONE ($1.00) DOLLAR.
I UNDERSTAND THAT ACECAPE DOES NOT AND CANNOT CONTROL THE FLOW OF IMAGES AND INFORMATION TO OR FROM ITS 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 MY CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ACECAPE CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, ACECAPE DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.
I UNDERSTAND THAT IN NO EVENT SHALL ACECAPE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, MONETARY LOSS, ARISING OUT OF VIOLATIONS OF THIS AGREEMENT OR MY USE OF OR INABILITY TO USE ACECAPE'S SERVICES AT ANY TIME.

V. Indemnity

I hereby agree to indemnify and hold Acecape, its officers, directors, shareholders, employees, agents, subsidiaries and affiliates harmless from and against any and all claims, damage, loss, liability, costs and expenses, including, but not limited to, attorneys' fees, in any way related to or arising out of any violation of this Agreement on my part, or on the part of those who access Acecape's Services or the Internet through my Acecape account, including, but not limited to, unlawful behavior or the infringement of any intellectual property of a third party.

I agree that under no circumstance can I sue or recover damages from Acecape as a result of Acecape's decision to alter the scope of its services, suspend or terminate my account or take any other action during the investigation of a suspected violation of this Agreement or as a result of Acecape's conclusion that a violation has occurred.

VI. Warranty Disclaimer

I ASSUME FULL RESPONSIBILITY AND RISK FOR USE OF THE ACECAPE SERVICES AND THE INTERNET BY ME AND THOSE INDIVIDUALS WHO ACCESS ACECAPE’S SERVICES THROUGH MY ACCOUNT. I UNDERSTAND THAT ACECAPE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THAT ACECAPE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR FREE OF DEGRADATION OR ERROR. I ALSO UNDERSTAND THAT ACECAPE DOES NOT WARRANT THAT ANY INFORMATION, SOFTWARE OR OTHER MATERIALS AVAILABLE ON THE INTERNET AND ACCESSIBLE VIA ACECAPE IS FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS.

I UNDERSTAND AND AGREE THAT ACECAPE MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NON-INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE REGARDING ANY MERCHANDISE, INFORMATION OR SERVICE PROVIDED THROUGH ACECAPE OR ON THE INTERNET GENERALLY. I ACKNOLEDGE THAT NO ADVICE OR INFORMATION GIVEN BY ACECAPE, ITS EMPLOYEES, AFFILIATES OR CONTRACTORS SHALL CREATE SUCH WARRANTY.

VII. Indemnification

I AGREE TO INDEMNIFY, WAIVE AND HOLD ACECAPE, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, SUBSIDIARIES AND AFFILIATES HARMLESS FROM ANY AND ALL CLAIMS AND EXPENSES RELATED TO OR ARISING FROM ANY VIOLATION OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO UNLAWFUL BEHAVIOR OR THE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OF A THIRD PARTY, BY ME OR THOSE WHO ACCESS ACECAPE’S SERVICES OR THE INTERNET THROUGH MY ACCOUNT.

I AGREE THAT UNDER NO CIRCUMSTANCE I CAN SUE OR RECOVER DAMAGES FROM ACECAPE AS A RESULT OF ACECAPE’S DECISION TO REMOVE MATERIAL FROM ITS SERVERS, SUSPEND OR TERMINATE MY ACCOUNT OR TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ACECAPE’S CONCLUSION THAT A VIOLATION HAS OCCURRED.

I AGREE TO INDEMNIFY AND HOLD ACECAPE HARMLESS FROM ANY CLAIMS, LOSSES AND DAMAGES, INCLUDING ATTORNEY’S FEES, RESULTING FROM MY OR THOSE WHO ACCESS ACECAPE’S SERVICES OR THE INTERNET THROUGH MY ACCOUNT VIOLATION OF ANY PROVISIONS OF THIS AGREEMENT, WITH OR WITHOUT MY KNOWLEDGE OR CONSENT.

I UNDERSTAND THAT IN NO EVENT SHALL ACECAPE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR OTHER CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, ARISING OUT OF VIOLATIONS OF THIS AGREMEENT OR MY USE OF OR INABILITY TO USE ACECAPE’S SERVICES.

VIII. Service Warranty

I understand that in the event that my SHDSL line is down, through no fault of my own, for a period of 4 hours but less than 24 hours, continuously or otherwise, I will receive a credit equal to 1/30th of applicable monthly rate described in Exhibit A.

I acknowledge that if SHDSL line in unavailable, continuously or otherwise, through no fault of my own, for more than 24 hours, I will receive a credit in the amount equal to no greater than 25% of applicable monthly rate described in Exhibit A.

I understand that in no event should any credit accumulated during a course of one calendar month shall exceed 25% of the applicable monthly rate described in Exhibit A.

I also understand that if SHDSL service is not restored within 5 business days I have a right to terminate my annual agreement with Acecape with regard to the service described in Exhibit A, without any penalty. I hereby acknowledge that in the event of such early termination, I am fully responsible for any charges incurred prior to termination date.

I agree that any claim of inoperable service must be made in writing via e-mail addressed to info@acecape.com within seven (7) days of any service disruption occurring through no fault of my own. I also acknowledge that in order to receive any credit described in Paragraph VIII, I must configure my routers, servers and/or any other equipment to which an IP address provided by Acecape may be assigned, to be accessible by ICMP ping requests from an IP address specified by Acecape.

IX. Termination of Services

I understand that Acecape reserves the right to terminate my account at any time, for reasons including, but not limited to, my failure to abide by the terms of this Agreement or my failure to pay any fees or charges when due.

In the event that my account is deactivated, I may be required to pay reconnect charges and a prepaid deposit in order to re-activate my account. I understand that any information stored on Acecape’s servers will be deleted upon deactivation. I understand that violation of certain generally accepted guidelines on Internet usage, such as restrictions on mass e-mail and mass advertising, or mass posting to newsgroups, may cause severe operating difficulties for Acecape, and would be a likely cause for termination of my account. More detail of violations that constitute a likely cause of termination of my account can be found in Article II or this Agreement.

X. Law and Jurisdiction

I understand and agree that the laws of the State of New York govern this Service Agreement and my Acecape account. I expressly agree that exclusive jurisdiction for any claim or dispute with Acecape or relating in any way to my account or my use of Acecape’s services resides in the courts of the State of New York. I further agree and expressly consent to the exercise of personal jurisdiction in the courts of the State of New York in connection with any such dispute, including any claim involving Acecape, its officers, directors, shareholders, employees, agents, subsidiaries and affiliates.

XI. Miscellaneous

I understand that this Agreement constitutes the entire agreement of the parties regarding the subject matter hereof. I agree that this Agreement may not be assigned or otherwise transferred in any manner, whether by operation or law or otherwise, by me without Acecape’s prior written consent. I understand that this Agreement may be amended or modified only by Acecape at its sole discretion.