1. TERAPOWER INNOVATION, CORP. is in the business of providing direct connectivity to the Internet, and has its facility at Los Angeles, CA (herein "Data Center"), to provide a variety of hardware and software support for its clients.

2. Client desires to connect certain equipment or computer devices ("Server" or "Equipment") leased by Client to the Data Center for the purposes of obtaining Internet access and services from TERAPOWER INNOVATION, CORP. for the term of one month ("month to month") from the deployment date OR if Client prepays for one year then term is twelve months. The deployment date shall be the date that packets begin flowing to the client's server(s), ("Service Start Date").

3. TERAPOWER INNOVATION, CORP. shall provide basic services ("Internet Services") to Client, which shall include bandwidth and a direct connection of the Equipment to the Internet switch or router via ethernet connection. Client will select its bandwidth commitment from the bandwidth plan options from this online shopping cart. If Client chooses a burstable bandwidth package then Client may be charged for excess bandwidth usage for bandwidth in excess of the commitment plan. Client shall be leased one dedicated server with 1 ethernet handoff/server from a core switch and 1 power outlet/leased server (Standard 110v and up to 450 watts).

4. The total fee for Services and onetime setup fees and any other upgrades as picked by client from the internet shopping cart, are payable in advance of the start of service as required herein, and are charged monthly thereafter. Terapower Innovation, Corp. will automatically charge the monthly and other fees to the Clients credit card, paypal account, or checking account each month. The Client will be provided a web-based link and login to MRTG or CACTI so that the client can see the real-time bandwidth utilization. IP's will be given according to the policy of ARIN.NET. 1 IP is included for free. IP's can be leased for $3 per IP/month.

5. a. The fee for the Administrative Services shall be $ FREE per month. There shall be no cost for rebooting any Server and they shall be provided 24 hour technical support. Connectivity related technical support is free. 

ALL TECH SUPPORT THAT TAKES 5 MINUTES OR LESS IS FREE!

FREE PART REPLACEMENT FOR ANY FAILED SERVER PART!

b. Client may be required to make an additional deposit to cover anticipated excessive bandwidth usage if the MRTG/CACTI bandwidth graph shows bandwidth usage in excess of the bandwidth commitment rate picked from the shopping cart. Excessive usage shall be any bandwidth usage over the Subscription Rate. Failure to deposit payment for excessive bandwidth usage at the Subscription Rate may result in suspension of account until such payment is made. TERAPOWER INNOVATION, CORP. shall, of course, make reasonable attempts to notify client of such excessive usage.

c. If Client so requests custom technical support or TERAPOWER INNOVATION, CORP. must provide custom technical support or custom administration for Client at a later date. Client shall pay to TERAPOWER INNOVATION, CORP. $95 per hour for the total hours of Custom Support or Custom Administrative Services needed and/or requested by client. Administration regarding connectivity or simple network admin like replacing a stick of ram is FREE!!

d. All fees shall be due from Client in advance and shall be received by TERAPOWER INNOVATION, CORP. prior to the ("Due Date") for the preceding month of service. Not receiving an invoice from TERAPOWER INNOVATION, CORP. prior to Due Date is not grounds for delay of payment. This document and/or the online billing website will suffice as an invoice for the term of this agreement. If payment is not received by the Due Date, TERAPOWER INNOVATION, CORP. may impose a late fee of $50/server and if payment is not received within seven (7) days AFTER the Due Date, TERAPOWER INNOVATION, CORP., may at its sole discretion, disconnect services to Client's Server or Equipment without prior notice and without any liability to TERAPOWER INNOVATION, CORP. Terapower Innovation, Corp. shall be authorized to automatically charge the Client's credit, debit card, paypal account, and/or be allowed to issue automatic "e-checks" if the Client provides the account information.

e. In the event that Client pays the monthly charges after the disconnect event, and TERAPOWER INNOVATION, CORP. agrees to reconnect service to the Client, there shall be a minimum re-connection charge calculated at the rate of $50.

f. After the disconnection event for any reason, Client is still required to pay storage fees equal to the rate in paragraph 4 - the normal monthly rate. TERAPOWER INNOVATION, CORP. does not store Client equipment in Data Center free of charge. Client is encouraged to settle outstanding fees due TERAPOWER INNOVATION, CORP. and remove equipment promptly.

g. Client understands that TERAPOWER INNOVATION, CORP. is required to make advance term commitments and purchases of bandwidth and provide services for start-up of Client's connectivity to Internet.

h. TERAPOWER INNOVATION, CORP. shall not be required to refund any fees to Client charged pursuant to this Agreement, except by mutual agreement.

i. Client can cancel this agreement anytime. No refunds of any kind are due in the event of cancellation unless Client has prepaid 1 YEAR and terminates early in which case Client shall be entitled to a refund of the difference between the prepaid amount and the amount the Client would have paid had he signed up for the month-to-month rate and paid set-up fees.

j. Client is aware that Client is required to make a reasonable effort to estimate the monthly bandwidth usage and prepay such amount for the first month of this contract. Subsequent months shall be billed and based upon the monthly bandwidth usage of the prior 30 days and shall be payable by the Due Date of each subsequent month for the term of this agreement.

6. Client is aware and understands that:
a) TERAPOWER INNOVATION, CORP. obtains its electrical power from the local public utility company, the Los Angeles Department of Water and Power, the ("DWP") - divergent power grids feed our building which has TEN 5,000 amp power plants and 17 diesel generators. Terapower Innovation, Corp. cannot guarantee the performance of the DWP, however it should be noted that DWP routinely produces excess power and during the "California Brown Outs" the DWP sold power to Edison and did not go down. Furthermore, all TERAPOWER INNOVATION, CORP. power is on A/B UPS systems and N+1 diesel emergency power generators for back-up which is tested routinely.
b) TERAPOWER INNOVATION, CORP. obtains Internet access from other Internet backbone providers which may include but is not limited to LEVEL 3, WILTEL, COGENT, XO, MZIMA, and AT&T. TERAPOWER INNOVATION, CORP. shall reserve the right to change bandwidth providers without notice.

c) Availability of Internet access to TERAPOWER INNOVATION, CORP. is not entirely under the control of TERAPOWER INNOVATION, CORP. but internet access is guaranteed by TERAPOWER INNOVATION, CORP. to be 99.5% uptime. Client shall be entitled to a prorated refund for any downtime should any take place.
d) While TERAPOWER INNOVATION, CORP.'s goal is to provide uninterrupted service to Client, there will be times that the connectivity to the Internet may be disrupted, in which case Internet access will not be available to TERAPOWER INNOVATION, CORP. and to Client's Equipment at the Data Center. As TERAPOWER INNOVATION, CORP. is connected to multiple providers of internet access and utilizes BGP-4 - to route traffic out redundant networks in the event of any single network failure, the chances that all such internet connections could go down at once would be very unusual.
e) Equipment may shut down or malfunction at any time due to a variety of reasons, including without limitation, power surges from the Public Utility, Equipment malfunction, software problems, Internet problems, etc.
f) TERAPOWER INNOVATION, CORP. may have regular or periodic disruption of services due to scheduled and unscheduled maintenance of the equipment in the Data Center. TERAPOWER INNOVATION, CORP. will notify Client of such dates and times of any scheduled maintenance disruptions via email.

7. TERAPOWER INNOVATION, CORP. is not responsible for lost business, financial or otherwise, resulting from any of the services that it offers. Such guarantees are not included in this agreement and would require separate written agreement, with additional consideration to enforce such guarantees.

8. TERAPOWER INNOVATION, CORP. shall make reasonable efforts to protect Client's Equipment, however, Client should carry its own insurance or provide it's own remedy for losses ("Losses") due to
a) discontinuation of Internet connectivity for any reason whatsoever,
b) damage to the Equipment or Client's office due to any reason, including without limitation, fire, theft, water leakage, earthquake and all acts of God, and
c) loss of income to Client, damage to Client's software, or losses due to any other possible incident (together "Losses"). In any case, Client shall hold TERAPOWER INNOVATION, CORP., its employees, agents and assigns harmless against all Losses to Client.

9. Client shall indemnify, defend and hold TERAPOWER INNOVATION, CORP., its employees, officers, agents and assigns against all claims, losses and cause of action by anyone due to connectivity of Client's Server and Equipment to the Internet through the facilities of TERAPOWER INNOVATION, CORP. at the Data Center ("Indemnification"). This Indemnification shall include all causes of action, including without limitation, claims, suits, judgments, collection activity, and harassment.

10. TERAPOWER INNOVATION, CORP. shall have the right to discontinue service to the Client at any time, without refund, upon the sending to addresses provided to TERAPOWER INNOVATION, CORP. from client, written (US mail, facsimile or e-mail) notice stating the cause, for the following reasons:
a) Violation of the terms of service herein stated, and/or as periodically changed as stated at http://terapower.net/legal.htm
b) False statements for personal gain at the expense of TERAPOWER INNOVATION, CORP.
c) Failure to follow instructions of TERAPOWER INNOVATION, CORP.'s staff or management while Equipment or Server is in the Data Center.
d) Attempt to remove equipment from the Data Center while a fee is outstanding.
e) Violation of any rule of the building owner.
f) Violation of law and issuance of any judicial action or governmental order to cease and desist the Server and Equipment operation.
g) Unannounced excessive bandwidth usage for which a deposit has not or is not provided.
h) SPAM originating or relaying from, or advertising sites, on Client Server. SPAM disconnections may result in a termination fee as outlined in paragraph 5. Terapower Innovation, Corp. may disconnect and/or terminate service to Client if Client gets listed on SpamHaus or Spews or other serious black list and may refuse service to Clients listed on the Spamhaus ROKSO list of "registry of known spam organizations." 
i) Running an IRC Server, eggdrop server, botnet server, or selling "shell" hosting accounts. 
j) Mismanaged server by the Client that results in, or could potentially result in, any form of harm or interruption of services provided by TERAPOWER INNOVATION, CORP.
k) Other types of abuse not specifically mentioned here but which could potentially result in, any form of harm or interruption of services provided by TERAPOWER INNOVATION, CORP. or that may harm other networks. Terapower Innovation, Corp. reserves the right to refuse service to anyone for any reason.   

11. In the event of a dispute between the parties due to this Agreement, parties agree to submit the dispute for arbitration in accordance with the rules of the American Arbitration Association. The prevailing party in any legal proceeding or arbitration shall be entitled to reasonable attorney fees and expenses whether or not the dispute is resolved through arbitration or court. Any legal dispute shall be in the Los Angeles jurisdiction.

12. This Agreement shall be the only agreement between the parties. All prior written and verbal representations and communications between the parties shall be null and void. Amendments to this agreement shall be in writing, executed by Client and Terapower Innovation, Corp. If, Client is a person, he or she, shall personally guarantee this Agreement. If Client is a legal entity such as a corporation, partnership, limited liability company, etc., and TERAPOWER INNOVATION, CORP. has not specifically approved the credit of such entity, the Guarantor herein below shall fully and personally guarantee the performance of this Agreement.

13. Unless terminated, by the 15th of any month, the term of this contract shall extend for one additional month. i.e. this is a month-to-month contract.