This agreement represents the complete agreement and understanding between CompuNet and the clients, and supersedes any written or oral agreement. CompuNet may modify these terms and conditions, amplify them, and/or modify the prices, as well as discontinue or change the Services offered. By continued usage of the CompuNet Services, the Subscriber agrees to all the terms and conditions as set forth in this agreement.

EQUIPMENT AND ACCESS
The Subscriber must provide, at its own cost, all telephone and other equipment and services necessary to access CompuNet services. The Subscriber must comply with all the rules and regulations applicable to the communications means by which the Subscriber obtains access to the Services.

NO WARRANTY
The Services are provided on an "as is" basis. CompuNet Technologies MAKES NO WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR TITLE, USABILITY, CONDITION, NON-INFRINGEMENT, COMPATIBILITY, SECURITY, OR ACCURACY AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

INDEMNIFICATION
The Subscriber agrees to indemnify and hold harmless CompuNet Technologies, Inc., its officers, directors, agents and employees from and against any lawsuits, claims, damages or liabilities (or actions or proceedings in respect thereof) related to or arising out of any Subscribers use of the Services or its breach of this Agreement and will reimburse CompuNet, its officers, directors, agents and employees for all legal and other expenses, including reasonable attorney's fees, incurred in connection with investigating, defending, or settling any such loss, claim, damage, liability, action or proceeding whether or not in connection with pending or threatened litigation.

ABUSE OF SERVICES
Any use of CompuNet system resources that disrupts the normal use of the system for CompuNet and other CompuNet customers is considered to be an abuse of the system resources and is grounds for administrative intervention. Modification, alteration, reverse engineering, decompilation, disassembly or creation of derived works based on CompuNet proprietary information or software is an abuse of the services. Depending on the nature and severity of the abuse, the Subscriber may receive an e-mail warning or suspension of the account.

MISCELLANEOUS
The failure of CompuNet to insist upon or enforce strict performance by a Subscriber of any provision of this Agreement shall not be construed as a waiver of any provision or right. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law rules. The Subscriber irrevocably consents to the exclusive jurisdiction of the courts of the State of California and the federal courts situated in the State of California in connection with any action arising under this Agreement or relating to the use of the Services.