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By and between ZyLink, a division of Zylink Corporation ("ZyLink")


The individual or company renting web space ("Customer").

In consideration of the mutual covenants herein, the
parties agree to the following, which shall apply during the term
of this agreement.

1) Definitions:
A: "Plans" means proposals for offering various services to be provided
by ZyLink, as listed online at:
B: "Customer" means an end user who is utilizing
services provided by ZyLink.

2) Prices
A: All prices for Plans provided by ZyLink to Customer are US dollars.

B: Customer shall be responsible for paying all taxes of any nature
which become due with regard to the ZyLink services, except for taxes
on ZyLink's income, irrespective of which party may be responsible
for reporting or collecting such taxes.

3) Order acceptance, Payment
A: All orders are subject to acceptance by ZyLink.  An order will be
deemed accepted by ZyLink when written confirmation of the orders
is sent to customer. ZyLink may refuse to accept any order, or delay
acceptance pending fulfillment of conditions ZyLink may choose to
impose. Such refusal or such conditions may not be unreasonable,
however, and ZyLink agrees to provide Customer with reasonable notice
via Email or fax of any intent to delay or decline the acceptance
of any order.

B: Payment and Terms: Payment shall be made in US dollars to ZyLink
into the account designed by ZyLink, or as may otherwise be agreed
in writing by the parties. Payments are due upon account activation
and future renewal. If due to bank charges, transfer fees, or the
like, ZyLink should receive less than its invoice amount, ZyLink will
re-invoice Customer for the shortfall. Should payment in full of any
invoice(aside from such shortfalls)not be received by ZyLink within
(30) days after activation or renewal, ZyLink may impose a deposit service
charge amounting to one percent(1%) of the overdue balance for each
month or fraction thereof the overdue amount remains unpaid.
In the event that any amount remains unpaid thirty(30)days after
presentation of invoice, ZyLink may discontinue, withhold, or suspend
services to customer and/or its customer(s) to whom such unpaid
amounts relate.

4) DUTIES OF ZyLink:

ZyLink will acquire, on request, an Internet Domain Name(only from
the US InterNIC) on behalf of the customer. In such case the customer
hereby must waive in writing prior to acquisition of said domain name,
any and all claims which it may have against ZyLink for any loss,
damage, claim or expense arising out of, or in relation to, the
registration of such Domain Name in any on-line or off-line network
directories, membership lists or registration lists, or the release of
the Domain Name from such directories or lists following the
termination of services by ZyLink for any reason. Any cost of ZyLink
in obtaining or maintaining a domain name for customer or its customers
shall be immediately reimbursed to ZyLink upon invoice from ZyLink to

5) Rules And Regulations

ZyLink may impose reasonable rules and regulations regarding the use of
its services from time to time. Customer shall impose such rules and
regulations on its customers to the extent necessary to ensure
compliance. This information is posted on the Internet at:

A: ZyLink will utilize its best efforts to maintain acceptable
performance of services contracted for services, but ZyLink makes
absolutely no warranties whatsoever, express or implied, including
warranty of merchantability or fitness for a particular purpose.
ZyLink cannot guarantee continuous service, service at any particular
time, or integrity of data stored or transmitted via the Internet.
ZyLink will not be liable for the inadvertent disclosure of, or corruption
or erasure of, data transmitted or received or sorted on its system.
ZyLink shall not be liable to customer or any of its customers for
any claims or damages which may be suffered by customer or its customers,
including, but not limited to, losses or damages of any and every nature,
resulting from the loss of data, inability to access the Internet, or
inability to transmit or receive information, caused by ,or resulting
from, delays, nondeliveries, or service interruptions whether or not
caused by the fault or negligence of ZyLink.


B: ZyLink may discontinue servicing any plan, or may require fulfillment
of conditions ZyLink may choose to impose as a perquisite for continuing
to service any plan. Such discontinuation or requirement may not be
unreasonable, however, and ZyLink agrees to provide customer with reasonable
notice via email or fax of any such intent to discontinue or impose

C: Service provided by ZyLink to a customer shall be deemed accepted for all
purposes thirty days from activation or renewal for such services, if no
written claim or objection regarding such services has been received by
ZyLink within the (30)day period. No claim related to such accepted
services shall be raised.

D: ZyLink's liability to customer, and any end user of any plan or other
ZyLink services is limited to the amount paid to and received by ZyLink
for services not accepted. In no event shall ZyLink be liable to customer,
or any end user or any other entity for any special, consequential,
or other damages, however caused, whether for breach of contract,
negligence or otherwise, even if ZyLink has been advised of the possibility
of such damage.

E: Customer will take all necessary measures to preclude ZyLink from being
made a party to any lawsuit or claim regarding ZyLink services provided to
any customer or end user. Customer hereby agrees to indemnify and hold
harmless ZyLink from any and all claims of whatever nature brought by any
of Customer's customers against ZyLink in excess of the remedy set forth
in paragraph 6 (D).

ZyLink owns all right, title and interest in ZyLink's trade names, service
marks, inventions, copyrights, trade secrets, patents, and know-how relating
to the design, function, or operation of plans and the hardware and software
systems and resources necessary to provide the individual service elements
of which they consist. This agreement does not constitute a license to
customer to use ZyLink's trade names of service marks. The use by customer
of the other property rights mentioned here is authorized only for the
purpose of marketing and selling Plans in the territory.

Customer acknowledges that by reason of its relationship with ZyLink
hereunder, it may have access to certain information and materials
to ZyLink's business, plans, customers, software technology, and marketing
strategies that is confidential and of substantial value to ZyLink, which value would be
impaired if such information were disclosed to third parties. Customer
agrees that it will not use in any way for its own account nor for the
account of any third party, nor disclose to any third party, any such
information revealed to it by ZyLink. Customer further agrees that it will
take every reasonable precaution to protect the confidentiality of such
information. In the event of termination of this agreement there shall be
no use or disclosure by the customer of any such confidential information
in its possession, and all confidential materials shall be returned to ZyLink
or destroyed. The provisions of this section shall survive the termination
of the agreement for any reason. Upon any breach or threatened breach of this
section, ZyLink shall be entitled to injunctive relief, which relief shall
not be contested by customer.

ZyLink understands that the Customer might also have certain information and materials,
plans, software technology, and marketing materials that become accessible to ZyLink through
the Customer's relationship with ZyLink. While ZyLink makes all reasonable efforts to protect any such
materials, Zylink does not warrant cannot guarantee any confidentiality above and beyond what is set
forth in Zylink's Privacy Policy . The Customer's relationship as a vendee of Zylink is not considered
confidential and ZyLink may, if necessary, reveal the Customer's name if required by governmental agencies,
insurance companies or other agencies or firms. Also, Zylink reserves the right to list a Customer's name on
ZyLink's web site or other marketing materials unless the Customer specifically requests us not
to do so.

The relationship between ZyLink and customer is that of vendor and vendee.
They shall not be construed as being joint ventures, franchiser/franchisee,
or employer/employee. This agreement is a commercial agreement between
businesses, not a consumer agreement.
Customer has no authority, apparent or otherwise, to contract for or on
behalf of ZyLink, or in any way legally bind ZyLink in any fashion, nor
shall Customer be authorized to make any representations about ZyLink or
its services other than to set forth ZyLink's responsibilities as outlined
in this agreement.


The parties shall attempt to resolve all disputes arising out of this
agreement in a spirit of cooperation without formal proceedings. Any
dispute which cannot be so resolved (other than the collection of money
due on unpaid invoices) and other than the injunctive relief referred to in
paragraph 10 shall be subject to arbitration upon written demand of either
party. Arbitration shall take place in Los Angeles, California, USA, or at another
location if the parties so agree. The arbitration shall take place before
an arbitration panel chosen as follows: The parties shall each choose an
arbitrator, and the two arbitrators shall choose a third arbitrator and
determine the third arbitrator's compensation. Each party shall have one
veto over the choice of the third arbitrator. The three arbitrators shall
schedule an informal proceeding, hear the arguments, and decide the matter
by secret majority vote. Unless the arbitrators decide otherwise, each
party shall pay the costs of its own arbitrator, and shall pay half of the
other costs of the arbitration proceedings transcribed. The arbitrators
shall not have the authority to award punitive damages or any other form
of relief not contemplated in the contract. The majority of arbitrators
shall render a written opinion setting forth the basis on which they arrived
at the decision regarding each issue submitted to arbitration; the dissenting
arbitrator, if any, shall not issue a dissenting opinion. Regarding each
issue submitted to arbitration, the decision shall be final and binding
only to the extent it is accompanied by a written explanation of the basis
upon which it was arrived at. Judgement upon the award, if any, rendered
by the arbitrators may be entered in any court having jurisdiction thereof.

Should any legal action permissible under this agreement be instituted to
enforce the terms and conditions of this agreement, in particular the right
to collect money due on unpaid invoices, the prevailing party shall be
entitled to recover reasonable attorney's fees and expenses incurred at both
the trial and appellate levels.


This agreement shall run in accordance with the term of the initial order.
It shall be automatically renewed on a regular basis in accordance with
the term of the initial order or subsequent change to that term unless
terminated in one of the following ways:

A: By customer, by notifying ZyLink in writing twenty (20) days prior
to renewal of this agreement.

B: By ZyLink, upon thirty (30) days written notice, if customer breaches any
material and substantial provision of this agreement and has not cured by
the end of the thirty (30) days.

C: By ZyLink, upon sixty (60) days written notice, if

  1) ZyLink provides customer with written notice of the specific reasons
for its belief in this regard, and

  2) Customer has not cured by the end of sixty (60) days.

D: By ZyLink, immediately upon giving written notice to customer, in the
Event that

  1) Any bank draft or check delivered by customer to ZyLink in payment for
products is returned unpaid and customer fails to remedy such nonpayment
within five (5) business days;

  2) Customer becomes more than sixty (60) days in arrears in payment of
its account with ZyLink;

  3) There are instituted bankruptcy or insolvency proceedings against
customer, which are not vacated within sixty (60) days from the date of

  4) Customer institutes voluntary bankruptcy or insolvency proceedings,
or otherwise admits insolvency; or


  5) Customer makes an assignment of all or part of its assets for the
benefit of creditors.

E: By ZyLink immediately, if Customer attempts to assign all or any part
of this Agreement without ZyLink's prior written approval;

F: By ZyLink immediately, if customer fails to inform ZyLink in writing
immediately on the happening of any event specified in this section;

G: By customer, immediately upon giving written notice to ZyLink, if

  1) There are instituted bankruptcy or insolvency proceedings against
ZyLink, which are not vacated within sixty (60) days from the date of

  2) ZyLink institutes voluntary bankruptcy or insolvency proceedings,
or otherwise admits insolvency;

  3) ZyLink makes an assignment of all or part of its assets for the benefit
of creditors; or

  4) ZyLink fails to inform customer in writing immediately on the happening
of any event specified in this section.

The provisions of paragraph survive any termination of this agreement.

Customer 's rights and obligations under this agreement may not be transferred
or assigned directly or indirectly without the prior written consent of ZyLink
which consent shall not be unreasonably refused.

If any provision of this agreement is held to be invalid by a court of
competent jurisdiction, then the remaining provisions shall nevertheless
remain in full force and effect. ZyLink and customer agree to renegotiate
in good faith any term held invalid and to be bound by mutually agreed
substitute provisions.

This agreement takes place when accepted by ZyLink in California,
It is to be governed by and constructed under the laws of the State of
California and the United States Of America. The Federal and State Courts
of the state of California shall have exclusive jurisdiction to adjudicate
any non-arbitrable dispute arising out of this agreement. Customer
hereby expressly consents to 1)the jurisdiction of the courts of
California and 2)service of process being effective on it by mail sent to
the address set forth at the beginning of this document, as may be changed
from time to time by written notice actually received by ZyLink. To the
extent permissible by the law of customer's jurisdiction, customer waives
any requirement that service of process or of any documents be made upon
it pursuant to the provisions of the Hague Convention.

Except with respect to services of process as set forth in paragraph (11)
all notices may be sent by e-mail, fax, or express mail to the email address,
fax number, or address most recently provided and will be effective upon
transmission shall be retained.

This agreement sets forth the entire agreement and understanding between
the parties and merges all prior discussion between them. ZyLink may make
changes to this agreement upon thirty (30) days' written notice to customer,
advising of the change and the effective date thereof. Utilization of ZyLink
services by customer and/or its Customers following the effective date of
such change shall constitute acceptance by customer of such change(s).
Otherwise, this agreement may not be modified except by the written
consent of both parties.


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