1.2. Termination Policy
If you terminate your receipt of the Services prior to the end of the Initial Term or the Renewal Term, whichever is then applicable, CapitalEdge will not refund to you any fees paid in advance of such termination. CapitalEdge may terminate this Agreement at any time and for any reason by providing to you written notice thirty (30) days prior to the date of termination. If CapitalEdge terminates this Agreement, CapitalEdge will refund to you the pro-rata portion of prepaid fees attributable to Services (excluding setup fees) not yet rendered as of the termination date. If termination was enforced to due violations that result in damages or fees assigned to CapitalEdge on your behalf, no refunds shall apply and you will be held liable for such fees.

1.3. Charges
You agree to pay for all charges attributable to your use of the Services at the then current CapitalEdge prices. All pricing information can be found on our website.

1.4. Payment
All charges for Services are paid in arrears by the 20th of the following month according to the then current prices applicable to the Services. Upon entering this Agreement, you must choose to pay either electronic banking or with a cheque via post. CapitalEdge Hosting may also create periodic invoices for any applicable Supplemental Charges associated with your use of the Services. You agree to pay to CapitalEdge the amount indicated in each invoice by the due date reflected on that invoice. Your failure to fully pay any fees and taxes within five (5) days after the applicable due date will be deemed a material breach of this Agreement, and CapitalEdge may, in addition to any other remedy it may have: (i) suspend its performance of the Services and/or terminate this Agreement; and/or (ii) At the time of such nonpayment, CapitalEdge may, delete any and all content from the CapitalEdge Servers. Any such suspension or termination of the Services would not relieve you from paying past due.

1.5. Errors
If you ever feel that CapitalEdge incorrectly charged, you must contact accounts for a correction, within (5) days of the due date on the invoice by emailing accounts@capitaledge.co.nz, This e-mail address is being protected from spambots.

2. USE OF SERVICES

2.1. Acceptable Use Policy
The CapitalEdge Acceptable Use Policy (AUP) govern the general policies and procedures for use of the Services. The AUP is posted on CapitalEdge’s Web site (or such other location as Capital Edge Systems Ltd may specify) and may be updated from time-to-time. YOU SHOULD CAREFULLY READ THE AUP. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THE AUP AND ANY MODIFICATIONS. CapitalEdge reserves the right to terminate your account for any violation of the AUP or this agreement.

2.2. Material and Product Requirements
Unless we have agreed otherwise in a separate agreement, you must ensure that all material and data placed on CapitalEdge equipment is in a condition that is "server-ready," which is in a form requiring no additional manipulation by CapitalEdge. CapitalEdge will make no effort to validate any of this information for content, correctness or usability. If your material is not "server-ready", CapitalEdge has the option at any time to reject this material. CapitalEdge will notify you of its refusal of the material and afford you the opportunity to amend or modify the material to satisfy the needs and/or requirements of CapitalEdge. It is not CapitalEdge’s responsibility to provide knowledge or customer support outside of the Services agreed to by you and CapitalEdge.

2.3. Bandwidth and Storage Usage
You agree that use of the Services under this Agreement will not exceed the bandwidth and storage usage limits set out. If you use any bandwidth or storage space in excess of the agreed upon number of megabytes per month, you agree to pay the associated additional charges.

3. ENFORCEMENT

3.1. Investigation of Violations
Capital Edge Systems Ltd may investigate any reported or suspected violation of this Agreement, its policies or any complaints and take any action that it deems appropriate and reasonable under the circumstance to protect its systems, facilities, customers and/or third parties. CapitalEdge will not access or review the contents of any e-mail or similar stored electronic communications except as required or permitted by applicable law or legal process.

3.2. Actions
CapitalEdge reserves the right and has absolute discretion to restrict or remove from its servers any content that violates this Agreement or related policies or guidelines, or is otherwise objectionable or potentially infringing on any third party's rights or potentially in violation of any laws. If we become aware of any possible violation by you of this Agreement, any related policies or guidelines, third party rights or laws, CapitalEdge may immediately take corrective action, including, but not limited to, (a) issuing warnings, (b) suspending or terminating the Service, (c) restricting or prohibiting any and all uses of content hosted on CapitalEdge systems. If CapitalEdge takes corrective action due to such possible violation, CapitalEdge shall not be obligated to refund to you any fees paid in advance of such corrective action.

3.3. Disclosure Rights
To comply with applicable laws and lawful governmental requests, to protect CapitalEdge systems and customers, or to ensure the integrity and operation of CapitalEdge business and systems, CapitalEdge may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e., name, e-mail address, etc.), IP addressing and traffic information, usage history, and content residing on CapitalEdge servers and systems. CapitalEdge also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties.

4. INTELLECTUAL PROPERTY RIGHTS

4.1. Your License Grant to CapitalEdge
You hereby grant to CapitalEdge a non-exclusive, worldwide, and royalty-free license for the Initial Term and any Renewal Term to use your content as necessary for the purposes of rendering and operating the Services to you under this Agreement. You expressly (a) grant to CapitalEdge a license to cache materials distributed or made available for distribution via the Services, including content supplied by third parties, and (b) agree that such caching is not an infringement of any of your intellectual property rights or any third party's intellectual property rights.

5. WARRANTY; WARRANTY DISCLAIMER

5.1. Customer and/or Third Party Acts
CapitalEdge is not responsible in any manner for any non-confirming Services to the extent caused by you or your customers. In addition, CapitalEdge is not responsible for loss or corruption of data in transmission, or for failure to send or receive data due to events beyond CapitalEdge reasonable control.

5.2. No Express or Implied Warranty
All services, systems and products provided by CapitalEdge under this agreements are provided without any express or implied warranty whatsoever. You acknowledge and agree that CapitalEdge exercises no control over, and accepts no responsibility for, the content of the information passing through CapitalEdge computers, network hubs and points of presence. CapitalEdge does not warrant that the operation of the services will be uninterrupted or error-free, or completely secure.

5.3 Your Warranties and Representations to CapitalEdge Ltd
You warrant, represent, and covenant to CapitalEdge that (a) you are at least eighteen (18) years of age or are a duly organised and validly existing New Zealand entity; (b) you possess the legal right and ability to enter into this Agreement; (c) you will use the Services only for lawful purposes and in accordance with this Agreement and all applicable policies and guidelines; (d) you will be financially responsible for the use of your account; (e) you have acquired or will acquire all authorisation(s) necessary for hypertext links to third-party Web sites or other content; (f) you have verified or will verify the accuracy of materials distributed or made available for distribution via the Services, including, without limitation, your content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted, and (g) your content and/or any software that you install or provide does not and will not infringe or violate any right of any third party (including any intellectual property rights) or violate any applicable law, regulation or ordinance.

6. LIMITATION AND EXCLUSION OF LIABILITY

6.1. Limitations
In no event shall CapitalEdge have any liability whatsoever for damage, unauthorised access to, alteration, theft or destruction of information provided to CapitalEdge.

6.2. Interruption of Service
You hereby acknowledge and agree that CapitalEdge will not be liable for any temporary delay, outages or interruptions of the Services. Further, CapitalEdge shall not be liable for any delay or failure to perform its obligations under this Agreement, where such delay or failure results from any act of God or other cause beyond its reasonable control (including, without limitation, any mechanical, electronic, communications or third-party supplier failure).

6.3. Maintenance
You hereby acknowledge and agree that CapitalEdge reserves the right to temporarily suspend services for the purposes of maintaining, repairing, or upgrading its systems and network. CapitalEdge will use best efforts to notify you of pending maintenance however at no time is under any obligation to inform you of such maintenance.

7. MISCELLANEOUS

7.1 Confidentiality
The parties each agree that all Confidential Information communicated to it by the other is done so in confidence and will be used only for the purposes of this Agreement and will not be used to compete with the other party or disclosed to any third party without the prior written consent of the other party except as permitted under this Agreement. "Confidential Information" means all information in any form. Exceptions to Confidential Information include (1) information in the public domain; (2) information developed independently by a party without reference to information disclosed under this Agreement; or (3) information received from a third party without restriction and/or breach of this or a similar Agreement. It is not a violation of this provision to disclose Confidential Information in compliance with any legal, accounting or regulatory requirement beyond the control of either. This provision shall survive the termination of this Agreement for two (2) years.

7.2. Notices
All notices, reports, requests, or other communications given pursuant to this Agreement shall be made in writing, shall be delivered by hand delivery, overnight courier service, fax, or electronic mail, shall be deemed to have been duly given when delivered.

7.3. Choice of Law and Forum
This agreement will be governed by the laws of New Zealand.