1. TWA provides shared web site hosting, including certain number of individual remote programming developers time ("Resources") as defined in the Simple Web product description attached hereto in Appendix A. Customer agrees to abide by the Acceptable Use Policy ("AUP") as set out in Appendix B.
2. In addition TWA provides Resources at hourly rates. This service also includes: i) recruiting, selection, contracting and payment of Resources, ii) assignment of Resources to Customer projects, iii) weekly time reporting.
3. The assignment of Resources, including hourly rate, and start date, will be agreed upon by both parties and documented in an email ("Resource Fee Email") to Customer (example in Exhibit 1). Weekly service fees ("Service Fees") for each Resource will be calculated based on the hourly rate and hours worked by each Resource during the billing period.
4. All communication between TWA, its Resources and Customer will be done via Email. TWA will provide instructions to Customer on interaction procedure upon signup.
5. Customer understands that each Resource may be an employee of TWA or an independent contractor who may be located outside of the United States and Canada and may not be a United States or a Canadian citizen. Customer will work directly with Resource and Customer will be solely responsible for the design, specifications, development, testing, feasibility, and performance of any work product ("Work Product") developed by Resource for Customer.
6. Customer may terminate assigned Resource at any time. Customer may request a replacement Resource which will be assigned by TWA and described in a new Resource Fee Email.
7. Customer will be responsible for incidental expenses, mailing fees, travel expenses, and any other fees that may be incurred by TWA or Resource on behalf of Customer in connection with this Agreement ("Project Expenses"), provided Customer has provided prior approval for these expenses.

1. Each week, TWA will email Customer time logs detailing hours and work done by each Resource and an invoice for the Service Fees and any Project Expenses. Any corrections to hours worked must be received in writing within one week of invoice date and any adjustments will be reflected in the following week's invoice.
2. TWA will charge the Customer's outstanding balance to its credit card on file on a weekly basis. Customer agrees to maintain a valid credit card with sufficient credit to cover the TWA charges.
3. TWA may change terms of Resource Fee Email, including rates, with 30 days written notice to Customer.

1. Customer may terminate this Agreement at any time provided the account balance has been paid in full.
2. TWA may terminate this Agreement or any part of the TWA services i) at any time in the event Customer defaults on any obligation hereunder, including non-payment of fees, and does not remedy such default within ten (10) days of notice thereof or ii) upon thirty (30) days written notice if TWA terminates or significantly alters its product or service offering.
3. Effect of Termination. TWA will cease charging Customer for any new Service Fees after termination of this Agreement. Unless otherwise specified in writing by TWA, Customer will not receive any refund for payments already made by Customer. If termination of this Agreement is due to Customer default hereunder, Customer shall bear all costs of such termination, including any reasonable collection costs or costs that TWA incurs in closing Customer account. Upon termination, Customer shall destroy any copy of the materials licensed to Customer hereunder. Customer agrees that upon termination or discontinuance for any reason, TWA may delete all information related to Customer on the TWA equipment, if applicable. In addition to the terms set forth herein, certain TWA services may have additional terms regarding termination, which are set forth in the Resource Fee Email.

1. Each party shall keep confidential and not disclose to any third party or use, except as required by this Agreement, non-public information obtained from the other party; provided, however, that neither party shall be prohibited from disclosing or using information, (i) that at the time of disclosure is publicly available or becomes publicly available through no act or omission of the party having a confidentiality obligation under this section, (ii) that is or has been disclosed to such party by a third party who is not under (and to whom such party does not owe) an obligation of confidentiality with respect thereto, (iii) that is or has been independently acquired or developed by such party, or (iv) to the minimum extent possible, as required by court order or as otherwise required by law, on condition that notice of such requirement by law or judgment for such disclosure is given to the other party prior to making any such use or disclosure.
2. TWA agrees that its employees and contractors working on Customer assignments have signed or will sign a non-disclosure agreement requiring at least the level of confidentiality specified above.

1. Customer shall retain ownership of all data, software applications, tools, other intellectual property, etc. ("Customer Materials") supplied for use under this Agreement. Customer warrants that it either owns or has a valid license to use or have used Customer Materials provided to TWA for use in performing services for Customer and grants a license to use such Customer Materials. TWA agrees to restrict the use of Customer Materials to employees and contractors performing services for Customer and to return all Customer Materials upon request or completion of the assignment.
2. Upon receipt of payment for the services provided, Customer shall own the software developed by TWA for Customer under this Agreement ("Work Product"). TWA agrees to perform, during and after performance of services, all acts deemed necessary or desirable by Customer, at Customer's expense based on TWA's standard billing rates in effect at the time, to perfect and enforce the full benefits, enjoyment, rights and title throughout the world in the Work Product. Such acts may include, but are not limited to, execution of documents and assistance or cooperation in the registration and enforcement of applicable patents and copyrights or other legal proceedings. In the event that Customer is unable for any reason whatsoever to secure TWA's or Resource signature to any lawful and necessary document required to apply for or execute any patent, copyright or other applications with respect to any Work Product (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), TWA hereby irrevocably appoints Customer and its duly authorized officers and agents as its agents and attorneys-in-fact to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights or other rights thereon with the same legal force and effect as if executed by TWA.
3. TWA agrees that its employees and contractors working on Customer assignments have signed or will sign an agreement requiring at least the level of assistance specified above and agreeing that ownership of such Work Product transfers to Customer.
4. Notwithstanding anything to the contrary in this Agreement, TWA shall not be prohibited or enjoined at any time by Customer from utilizing any "skills or knowledge of a general nature" acquired during the course of performing the services specified under this Agreement. For purposes of this Agreement, "skills or knowledge of a general nature" shall include, without limitation, anything that might reasonably be learned or acquired on Customer assignment that could be used on similar work performed for other clients.

1. TWA will use reasonable commercial efforts to provide the professional services as set forth in the Resource Fee Email in accordance with this Agreement, and that the services will be performed in a workman like fashion. Customer understands that there may be occasions when an assigned Resource becomes unavailable either temporarily or permanently. TWA's responsibility in such cases is to provide a comparable replacement Resource.
2. Limitation of Remedies. TWA's entire liability and exclusive remedy in any cause of action based on contract, tort or otherwise in connection with any services furnished pursuant to this Agreement shall be limited to the total fees paid by Customer to TWA. No action, regardless of form, arising out of this Agreement may be brought by either party more than one year after the occurrence of the event giving rise to such cause of action.
3. NEITHER TWA NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE PRODUCT OR SERVICES SHALL IN ANY EVENT WHATSOEVER BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE DEVELOPED FOR CLIENT EVEN IF TWA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. SEVERABILITY
Should any provision hereof be deemed, for any reason whatsoever, to be invalid or inoperative, such provision shall be deemed severable and shall not affect the force and validity of other provisions of this Agreement.

9. ENTIRE AGREEMENT
This Agreement, including the Customer Account information and Resource Assignment Email(s), sets forth the entire understanding of the parties as to the subject matter therein and may not be modified except in writing executed by both parties. Any notices in connection with this Agreement must be in writing and sent by first class US mail, confirmed facsimile or major commercial rapid delivery courier service for Customer to the address specified in the Customer Account or to Toronto Web Associates, 260 Peachtree St., Suite 2200, Atlanta , Georgia 30303 or such other address as may be properly specified in a subsequent written notice.

10. INDEPENDENT PARTIES

For all purposes under this Agreement each party shall be and act as an independent contractor of the other and shall not bind nor attempt to bind the other to any contract. TWA will be solely responsible for its income taxes in connection with this Agreement and Customer will be responsible for sales, use and similar taxes, if any.

11. NON-SOLICITATION OF PERSONNEL

During the term of this Agreement, and for a period of one (1) year thereafter, Customer will not directly or indirectly solicit the employees or contractors of TWA without the prior written consent of TWA.

12. PRIVACY
TWA will use the Customer's personal information only as reasonably necessary to provide contracted services and to collect fees owed and will not disclose such information to any third party except as required by law as evidenced by an order of a court of competent jurisdiction .and to collection services as required.

13. GOVERNING LAW
This contract and any dispute arising hereunder shall be governed by the laws of the Province of Ontario, Canada without regard to principles on conflicts of laws.

14. AGREEMENT TO BE BOUND
By applying for TWA service(s) through TWA online signup process or otherwise, or by using the service(s) provided by TWA under this Agreement, Customer acknowledges that Customer has read and agrees to be bound by all terms and conditions of this Agreement and documents incorporated by reference.

Exhibit 1: Sample Resource Fee Email

CUSTOMER DETAILS:
Start date: ____________________________________
Customer Name: ________________________________
Email: ________________________________________


RESOURCE DETAILS:
Resource Name: ________________________________
Email: ________________________________________
Availability: ________________ hrs/week

Appendix A: Simple Web Product Description
SERVICE
WEB PROGRAMMING SERVICES

PAYMENT

• By Credit Card Only. Initial month's payment is required upon successful registration and must be paid before services can commence.

• Threatening harm to persons or property or otherwise harassing behavior.
• Violating Canadian export control laws for software or technical information.
• Misrepresenting or fraudulently representing products/services.
• Transmission, distribution or storage of any material in violation of any applicable law or regulation.
• Transmission, distribution or storage of any material protected by copyright, trademark, trade secret or other intellectual property right without proper authorization, and material that is obscene, defamatory, an invasion of privacy or constitutes an illegal threat, or is otherwise illegal.
• Facilitating, aiding, or encouraging any of the above activities, whether using TWA network or service by itself or via a third party's network or service.
• Interference with a third party's use of TWA network or service, or ability to connect to the Internet or provide services to Internet users.

• Sending unsolicited email messages, including, without limitation, commercial advertising and informational announcements, is explicitly prohibited even if the lists are said to be opt-in.
• Customer will not use another site's mail server to relay mail without the express permission of the site.
• It is strictly forbidden to send out unsolicited Email from any other network that advertises, promotes or in any way points to a location inside TWA network.

• Threatening harm to persons or property or otherwise harassing behaviour.
• Use or distribution of tools designed for compromising security.
• Unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network.
• Unauthorized monitoring of data or traffic on any network or system without express authorization of the owner of the system or network.
• Deliberate attempts to overload a system and broadcast attacks.
• Forging of any TCP-IP packet header or any part of the header information in an email or a newsgroup posting.
• Intentionally or negligently transmitting files containing a computer virus or corrupted data.