The SOLOBIS Suite of Internet Business and
Internet Marketing Tools And Services

The following terms and conditions forms the Agreement between you and SOLOBIS and explain the policies and rules related to use of SOLOBIS (the "site"). By accessing, using or downloading materials from the site or by completing the registration process and clicking on "Buy Access To SOLOBIS Now" you are stating that you are at least 18 years old or a minor whose parent is allowing you to use our site, and that you agree with SOLOBIS and EMatrix Inc. ("us", "we", "our" or "SOLOBIS") to the following Terms. If you do not agree with the Terms then you should not use or access this site. "You" refers to you, the user, together with any company or other business entity you are representing.

In registering with SOLOBIS, you agree to provide accurate, current and complete information about yourself, and to update that information if it changes; if you don't, we have the right to close your account and any web pages and/or other pages and/or reports created under your account within SOLOBIS.

As part of the registration process, you will choose a password. It is your responsibility to keep this password confidential. You are responsible for all actions taken under your password. If you find out that your password or account is being used by someone without your consent, or you discover any other breach of security, you agree to notify us immediately at through either the Support Center in SOLOBIS (log in at "SOLOBIS", go to Support", and then "Trouble Ticket") or through the email support feature on the SOLOBIS home page (click on the "Support" link).

SOLOBIS reserves the right to charge fees for its Services and/or Products or any portion thereof. Any applicable fees will be posted on the SOLOBIS Web site. If you are required to pay a fee for all or any part of the Services and/or Products for which you have chosen to register, you hereby authorize SOLOBIS to charge your credit card in advance for all applicable fees incurred by you in connection with your chosen Services and/or Products and your Account. You hereby acknowledge that in most cases, SOLOBIS will be charging your designated credit card in accordance with the payment schedule of the Service for which you have registered, but some charges may accumulate on your credit card account before they are charged to your credit card account. You further acknowledge that it is your responsibility to notify SOLOBIS of any changes to your credit card or if your credit card has expired otherwise your access to the Service may be disconnected or interrupted. All fees shall be paid in U.S. dollars.

All charges for your website will show on your credit card statement as "WorldPay".

SOLOBIS reserves the right to change any fees (which includes, but is not limited to, charging a fee for packages, options, upgrades and/or Services or Products for which SOLOBIS does not currently charge a fee) or billing methods at any time, provided, however, that such modifications shall not take effect earlier than thirty (30) days after SOLOBIS posts such modification on the SOLOBIS Web site.

SOLOBIS also has the right to collect applicable taxes and impose premium surcharges for some areas of the Services and/or Products and these surcharges may apply immediately after you register for the Services and/or Products.

As set forth in Clause 9 of this Agreement, you may cancel your Account at any time, and SOLOBIS will refund any remaining portion of your pre-paid fees calculated on a daily basis when you cancel your Account.

You agree to pay your Account balance on time. You also agree to pay any taxes, including sales or use taxes, resulting from your use of the Services and/or Products.

Amounts not paid by you to SOLOBIS when due will result in your account being terminated within 14 days of the due date. You are responsible and liable for any fees, including attorney and collection fees, that SOLOBIS may incur in its efforts to collect any remaining balances due from you. This Section 2 shall in no way limit any other remedies available to SOLOBIS.
You also acknowledge and agree that you will be billed for and will pay any outstanding balances if you cancel your Account or your Account is terminated. You must notify SOLOBIS of any billing problems or discrepancies within sixty (60) days after they first appear on your credit card account statement. If you do not notify SOLOBIS within sixty (60) days, you waive any right to dispute such problems or discrepancies.

You agree to allow SOLOBIS to announce our customer relationship with you in a press release or similar distribution. This includes allowing us to profile and link to your site in any communications.

You agree to allow SOLOBIS to list your site in a SOLOBIS Directory without your permission unless otherwise agreed upon. It is your responsibility to contact SOLOBIS to have your site unlisted through either the email support feature in your website or through the email support feature on the SOLOBIS home page.

SOLOBIS respects the privacy of its members. You agree that SOLOBIS may disclose information we have collected from you and/or content you have made available on our site when SOLOBIS believes in good faith that the law requires it, or to protect the rights or property of SOLOBIS or its visitors, or as otherwise stated in the Privacy Policy. For more details, please see our Privacy Policy. Our Privacy Policy is deemed to be part of these Terms.

Upon request SOLOBIS may disclose your contact information to customers of your website, government agencies, any trademark or copyright owner requiring to contact you in regards to transactions or content on your site.

While we do our utmost to safeguard your information, please remember that privacy over the Internet cannot be guaranteed, and keep this in mind when deciding what information to transmit or broadcast through SOLOBIS's site.

In general, we do not screen or edit information transmitted or shared by members on our site, but we reserve the right (but have no duty) to monitor, to remove any objectionable information, and to remove any web pages from our system at any time, without notice, at our sole discretion.

To help ensure that everyone's experience at SOLOBIS is a positive one, we have certain rules for conduct, which you must agree to in using our site.

For your convenience, SOLOBIS's Services and/or Product, which include the SOLOBIS Web site, may contains products, services, content and information from third party providers (which includes advertisers and affiliates) and/or links to their Web sites ("Third Party Content").

Such Third Party Content is not under the control of SOLOBIS and SOLOBIS is not responsible for such content, including, without limitation, any link contained in such content, or any changes or updates to such content. SOLOBIS is under no obligation, but does reserve the right to pre-screen Third Party Content available on the Service and does not assume any responsibility or liability for the content provided by others. SOLOBIS is providing such Third Party Content to you only as a convenience, and the inclusion of such content does not imply endorsement by SOLOBIS of such content or the affiliate or advertiser.

You may be subject to additional and/or different terms, conditions, and privacy policies when using third party products, services, content, software, or sites. SOLOBIS does reserve the right to remove content that, in SOLOBIS's judgment, does not meet its standards, but SOLOBIS is not responsible for any failure or delay in removing such material.

SOLOBIS is not and will not be responsible for (i) the terms and conditions of any transaction between you and any third party, (ii) any insufficiency of or problems with any such third party's background, insurance, credit or licensing, or (iii) the quality of services performed by any such third party or any other legal liability arising out of or related to the performance of such services. In the event that you have a dispute with any such third party, you release SOLOBIS (and its affiliates, suppliers, agents and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

Your relationship with your end users, "End Users" in this Agreement referring to any user who visits your site and uses or buy your Services and/or Products, is independent from SOLOBIS. SOLOBIS will be not be held liable for any disagreements between you and your End Users and will not get involved with any disputes arising from your relationship.

Either you or SOLOBIS may terminate or cancel your account at any time. You understand and agree that the cancellation of your account is your sole right and remedy with respect to any dispute with SOLOBIS.
You also agree that SOLOBIS may close your account and delete your web site and stop you from using any of our Services and/or Products whether paid or free and otherwise prevent you from using our site for violating any of our Terms of Service, or for any other reason, at any time, at SOLOBIS's sole discretion, without prior notice to you.

The storage space per web site is limited, so it is possible that some messages or other content you transmit may not be processed due to space constraints, or will not be stored for a long time. You agree that SOLOBIS is not responsible or liable for deleting or failing to store any content. You agree to download your email on a regular basis and will not leave a copy of the email on the servers. You agree that SOLOBIS can delete any email on the servers older than 45 days.

SOLOBIS reserves the right to interrupt service no more than five (5) percent of the year for maintenance and updates to our site. This service interruption does not include power outages, service loss or any other reasons as listed in Section 20 Force Majeure.

You agree to indemnify and hold SOLOBIS, rebranders, cobranders, and its suppliers, affiliates, partners, subsidiaries, directors, shareholders and employees (collectively, the "Indemnified Parties") harmless from any and all claims and demands, losses, liability costs and expenses (including, but not limited to, reasonable attorneys' fees), incurred by an Indemnified Party arising out of or related to
(i) your breach of this Agreement;
(ii) any information (including but not limited to your data and your publicly posted information) submitted, posted, or otherwise provided by you at your site and/or to SOLOBIS and/or its affiliates;
(iii) any dispute or litigation between an Indemnified Party and a third party caused by your actions; and
(iv) your negligence or violation or alleged violations of any rights of another. These obligations will survive any termination of your relationship with SOLOBIS or your use of the Service. To the fullest extent permitted by law, the foregoing indemnity will apply regardless of any fault, negligence, or breach of warranty or contract of SOLOBIS and/or its suppliers, affiliates, partners, subsidiaries and employees.

You will defend, indemnify and hold SOLOBIS harmless from and against any and all liabilities, losses, damages, costs and expenses (including reasonable legal fees and expenses) associated with any claim or action brought against SOLOBIS that arises directly or indirectly from you or your end-users, or the content of such end-user's web site, contrary to the provisions of this Agreement, including claims based on representations, warranties, or misrepresentations made by you, provided that SOLOBIS promptly notifies you in writing of the claim and allows you to control and fully cooperate with you in the defense and all related settlement negotiations. You shall be relieved of its indemnification obligations under this Agreement to the extent it is actually prejudiced by SOLOBIS's failure to provide such notice or cooperation. You shall have no liability for any settlement or compromise made without its prior written consent, although such consent not to be unreasonably withheld.

SOLOBIS reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the service (or any part thereof) with or without notice. You should periodically review these Terms for changes. Your continued use of the site and the services following the posting of any changes confirms your agreement with such changes. You agree that SOLOBIS shall not be liable to you or to any third party for any modification, suspension or discontinuance of the service.

You agree that Content presented through our site by SOLOBIS, its advertisers, or others, including all text, graphics, logos, button icons, images, audio files, software, data compilations and other intellectual property, is owned by SOLOBIS or its licensees and is protected by copyright, trade-mark, service mark, patent, or other proprietary rights and laws. You agree not to otherwise copy, change, upload, transmit, sell or distribute any content available through SOLOBIS's site, including code and software, except standard page caching which occurs in the normal course of browsing. By way of example, you agree not to use any tradenames or trademarks displayed on any other web site you operate such as in the meta-data of such web site. Except as expressly authorized by SOLOBIS or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the software, in whole or in part. You also agree not to record or otherwise make a copy of audio content on the site unless you have the permission of all parties to the conversation to do so.

The site provides users with the opportunity to post and share messages. You should use caution as any disclosed personal information becomes public information. We may, but we are not obliged to, monitor or review any content including messages posted to the site. SOLOBIS is not responsible for any content, opinions, or views expressed by its members or visitors on its web sites.

SOLOBIS's site may contain links to other sites. You agree that SOLOBIS does not endorse any other sites and is not liable for any loss or damages related to the content, products or services available through those sites. Because SOLOBIS has no control over such sites and resources, you acknowledge and agree that SOLOBIS is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that SOLOBIS shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

If any provision of this Agreement shall be held illegal, unenforceable, or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.

The titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify or place any construction upon any of the provisions of this Agreement.

SOLOBIS shall not be liable for the failure to perform any of its obligations under this Agreement, if such failure is caused by the occurrence of any event beyond the reasonable control of such party, including without limitation, fire, flood, strikes and other industrial disturbances, failure of raw materials suppliers, accidents, transmission difficulties, Internet outages, Denial-of-Services (DOS) Attacks, riots, insurrections, acts of God or orders of governmental agencies.

You will be fully responsible for maintaining the confidentiality of your passwords, and you will notify SOLOBIS immediately if you believe that the security of your account has been compromised. SOLOBIS DOES NOT REPRESENT OR IN ANY WAY WARRANT THAT ACCOUNT INFORMATION WILL REMAIN SECURE AND SOLOBIS SHALL NOT BE LIABLE FOR LOSSES OR DAMAGES RESULTING FROM ANY SECURITY BREACHES.

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SOLOBIS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

SOLOBIS MAKES NO WARRANTY THAT
(i) THE SERVICE WILL MEET YOUR REQUIREMENTS,
(ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE,
(iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE,
(iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND
(V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SOLOBIS OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.

IN NO EVENT SHALL SOLOBIS AND/OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF USE, DATA OR PROFITS (HOWEVER ARISING, INCLUDING NEGLIGENCE) EVEN IF SOLOBIS OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, ARISING OUT OF OR IN CONNECTION WITH
(A) THE USE OR INABILITY TO USE THE SERVICE,
(B) THE PROVISION OF OR FAILURE TO PROVIDE SERVICES,
(C) FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SERVICE OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE,
(D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE, OR
(E) ANY OTHER MATTER RELATING TO THE SERVICE.

SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL SOLOBIS's AGGREGATE LIABILITY TO YOU AND/OR ANY THIRD PARTY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT YOU ACTUALLY PAY TO SOLOBIS UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE OR $500.00, WHICHEVER IS LESS.

Without limiting the foregoing, neither SOLOBIS nor its suppliers is responsible for any of your data residing on the Service or SOLOBIS's suppliers' hardware. You are responsible for backing-up your data and information that may reside on the Service or SOLOBIS's suppliers' hardware, whether or not such information is produced through the use of the Service. It is your responsibility to take the necessary steps to ensure that your primary means of business is maintained (if applicable).

These Terms are governed by the laws of British Virgin Islands (B.V.I.). No action or proceeding may be commenced or maintained in relation to the site, the Services or these Terms except in a court of appropriate jurisdiction in British Virgin Islands and you hereby irrevocably agree to the jurisdiction of such courts.

Member agrees that any dispute or claim arising out of or related to the Services and/or Products or this Agreement, or the interpretation, making, performance, breach or termination thereof, shall be finally settled by binding arbitration in British Virgin Islands under the American Arbitration Association Rules by one arbitrator appointed in accordance with said Rules. The proceedings shall be conducted and all evidence shall be offered in the English language.

Member agrees that any claim against SOLOBIS must be filed within one (1) year of the time such claim arose, regardless of any law to the contrary, otherwise such claim will be barred forever.

Notwithstanding the above, SOLOBIS may apply to any court of competent jurisdiction
(i) for a temporary restraining order, preliminary injunction or other interim or conservatory relief as necessary, including without limitation for breach of Clause 15 (Proprietary Rights to Content) or
(ii) to collect fees due and owing from Member pursuant to this Agreement, without breach of this arbitration agreement and without any abridgment of the powers of the arbitrator.

This Agreement shall be governed in all respects by the laws of the British Virgin Islands. Such law shall be applied by the arbitrator to the merits of any dispute or claim. For any non-arbitral action or proceeding arising out of or related to the Service or this Agreement, both parties submit to sole and exclusive jurisdiction and venue in the courts located in the British Virgin Islands and further agree that any such action or proceeding shall be brought in a court in the British Virgin Islands.

A printed version of this Agreement shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

"Confidential Information" is any data or information, oral or written, treated as confidential that relates to either party's (or, if either party is bound to protect the confidentiality of any third party's information, such third party's) past, present, or future research, development or business activities, including any unannounced products and services, any information relating to services, inventions, processes, plans, source code, object code, binary code, algorithms, ideas, know-how, financial information, customer data, revenue, transaction volume, forecasts, projections, and the financial terms of this Agreement.

Notwithstanding the foregoing, Confidential Information shall not be deemed to include information if:
(i) it was already known to the receiving party prior to the Effective Date of this Agreement as established by documentary evidence;
(ii) it is in or has entered the public domain through no breach of this Agreement or other wrongful act of the receiving party;
(iii) it has been rightfully received by the receiving party from a third party and without breach of any obligation of confidentiality of such third party to the owner of the Confidential Information;
(iv) it has been approved for release by written authorization of the owner of the Confidential Information;
(v) it has been independently developed by a party without access to the Confidential Information of the other party; or (vi) it is required to be disclosed pursuant to final binding order of a governmental agency or court of competent jurisdiction, provided that the owner of the Confidential Information has been given reasonable notice of the pendency of such an order and the opportunity to contest it.

SOLOBIS and you shall perform all of duties under this Agreement as independent contractors. Nothing in this Agreement shall be construed to give either party the power to direct or control the daily activities of the other party, or to constitute the parties as principal and agent, employer and employee, franchiser and franchisee, partners, joint venturers, co-owners, or otherwise as participants in a joint undertaking.

The parties understand and agree that, except as specifically provided in this Agreement, neither party grants the other party the power or authority to make or give any agreement, statement, representation, warranty, or other commitment on behalf of the other party, or to enter into any contract or otherwise incur any liability or obligation, express or implied, on behalf of the other party, or to transfer, release, or waive any right, title, or interest of such other party.

As part of the Service, SOLOBIS provides you with web site templates to help you create your own web sites based on those templates. In using the web site templates, you are governed by an Image License Agreement with Hemera the supplier of the clip-art and photos used in the creation of the said web site templates.

Such Image License Agreement is incorporated into this Agreement. You understand that the Image License Agreement is a separate contractual relationship between you and Hemera and that you, and not SOLOBIS, is responsible for all liability, and obligations in connection with that relationship.

SOLOBIS is not a party to, and shall not be involved in or responsible for, transactions, agreements, and/or disputes between you and Hemera. ("Hemera Dispute"). In the event of a Hemera Dispute, you hereby release SOLOBIS (and its officers, directors, agents, and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any connection with such disputes.

It is the policy of EMatrix Inc. ("SOLOBIS", "us" or "we") to respect the intellectual property rights of others; we ask that our members do the same. SOLOBIS may terminate the accounts of those who appear to infringe the intellectual property rights of others, and/or SOLOBIS may remove content that has prompted a complaint.
If you believe that your copyright in any material has been infringed by SOLOBIS or a member of the SOLOBIS community, please provide us with the following:

	a.	A description of the copyrighted work that you claim has been infringed;
	b.	A description of the material that you claim is infringing, identified with sufficient detail to enable us to locate it on the site;
	c.	Your name, address, telephone number, and e-mail address;
	d.	A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
	e.	A statement by you declaring under penalty of perjury that (a) the above information in your notice is accurate, and (b) that you are the owner of the copyright interest involved or that you are authorized to act on the copyright owner's behalf; and
	f.	A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest.

Please direct all notices of claims of copyright infringement relating to the SOLOBIS site through either the Support Center in your website (log in at "SOLOBIS") or through the Support link on the SOLOBIS home page.