THIS CUSTOMER AGREEMENT (the "Agreement") is entered into this ___ day of ____________, 2002 ("Effective Date") by and between Orionseed Co. a Trust, ("Orionseed") and ________________________, a ______________ corporation ("Customer"). Orionseed and Customer may each be referred to herein as a "Party" and collectively as the "Parties".

WHEREAS, this Agreement specifies terms and conditions under which Orionseed will provide to Customer Virtual Hosting Services and Customer will purchase from Orionseed certain Internet related services as and end user.

NOW, THEREFORE, in consideration of the foregoing, the mutual agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Orionseed and Customer agree as follows:

1. SCOPE OF VIRTUAL HOSTING SERVICES

1. Virtual Hosting Services. Subject to the terms and conditions of this Agreement, Orionseed shall provide to Customer any Hosting Services which Customer elects to obtain and shall be considered Virtual Hosting Services under this Agreement and shall be provided pursuant to the terms and conditions of this Agreement, together with such additional obligations imposed upon Customer as a prerequisite for obtaining any particular Hosting Service on the web pages at www.Orionseed.com (the "Hosting Services") which describe such Virtual Hosting Service and the related procedures for obtaining it, including, without limitation, any on-line authorizations to be made by Customer and additional terms and conditions to which Customer must agree in writing and deliver to Orionseed, in each case, in connection with obtaining any such Hosting Service (such additional obligations, terms and conditions being collectively referred to herein as the "Applicable Virtual Hosting Service Additional Terms and Conditions").
2. Customer.

(a) Subject to the terms and conditions of this Agreement (including all Applicable Virtual Hosting Service Additional Terms and Conditions), Orionseed grants Customer the non-exclusive right to use the hosting services in any matter that suits the business purpose of the customer, but in no way harm, attacks or limits the freedom of Internet users. No violations of the Customer’s Acceptable Use Policy ("AUP") will be allowed in the servers and no illegal activities can be conducted through the access given to the customer to these hosting services. Customer acknowledges and agrees that Orionseed may contact Customer via email from time to time with newsletter updates and promotions regarding the Virtual Hosting Services.

(b) Customer hereby represents and warrants that (i) Customer has full right, power and authority to enter into this Agreement, (ii) Customer is at least 18 years of age, and (iii) neither Customer nor any of its Affiliates or customers are located in a country subject to United States embargoes or listed on the United States Treasury Department’s list of specially designated nationals or listed on the United States Commerce Department’s denied persons list or entities list.

(c) Customer acknowledges and agrees that domain name registration services, require separate specific terms and conditions that need to be executed by Customer under this Agreement in connection with such services, as the same may be amended from time to time, a copy of which can be found at www.Orionseed.com. Customers agree to comply with Customer’s Acceptable Use Policy ("AUP"), as amended from time to time by Orionseed effective upon posting of the revised policy on the Orionseed web site, currently located at www.Orionseed.com.

2. ORDERING VIRTUAL HOSTING SERVICES

Service Orders. Customer shall order the Virtual Hosting Services in accordance with the procedures set forth at www.Orionseed.com and in the Applicable Virtual Hosting Service Additional Terms and Conditions (collectively, the "Ordering Procedures"), which orders shall be effective immediately upon acceptance by Orionseed as provided in the applicable Ordering Procedures. Orionseed may change or reject an order only in accordance with the Ordering Procedures, and shall accept any and all orders that Orionseed is not entitled to reject under the Ordering Procedures. An accepted order may be amended or cancelled by Customer only in accordance with the provisions set forth in Ordering Procedures and, where applicable, for the charges set forth in Ordering Procedures.

3. MARKETING AND SALES OF SERVICES

1. Branding of Services. The Parties acknowledge and agree that, unless otherwise agreed by the Parties in Applicable Virtual Hosting Service Additional Terms and Conditions, Customer shall market and sell the Virtual Hosting Services to Customers under such service marks, trademarks or trade names as Customer determines to be appropriate in its discretion; provided, however, that in all cases neither the trademarks and logos of Orionseed and its Affiliates, nor those of Orionseed’s third-party providers of goods and services associated with the Virtual Hosting Services ("Third Party Provider(s)") may be used by Customer. Notwithstanding the foregoing, Orionseed hereby agrees that Customer may use the phrase "an authorized Orionseed Customer" in connection with reselling the Virtual Hosting Services.
2. Orionseed Activities. The Parties acknowledge and agree that during the term of this Agreement Orionseed will conduct sales and marketing activities (including through or in cooperation with other Customers) with respect to services that are the same as or similar to, the Virtual Hosting Services throughout world, and that no agreement has been reached between the Parties to make any division of area in which they will both be conducting sales, whether by customer, industry, or geographical location.
3. Installation Support. If applicable, Orionseed will provide installation support to assist Customer as provided in the Applicable Virtual Hosting Service Additional Terms and Conditions for the charges, if any, set forth therein.

4. OBLIGATIONS OF ORIONSEED WITH RESPECT TO RESELL SERVICES

Orionseed shall perform, and shall cause each of its Affiliates (as defined in Section 10.1 below) to perform, all Virtual Hosting Services in compliance with all laws and regulations applicable to the provision of such services. Customer acknowledges that, except as may otherwise provided in the Applicable Virtual Hosting Service Additional Terms and Conditions, Orionseed will not provide any maintenance of any equipment, software or telecommunication service purchased from or provided through Orionseed under this Agreement.

5. OBLIGATIONS OF CUSTOMER WITH RESPECT TO VIRTUAL HOSTING SERVICES

1. General. Customer can not resell Virtual Hosting Services to Customers in accordance with the terms of this Agreement (including all Applicable Virtual Hosting Service Additional Terms and Conditions), unless there is a written authorization of Orionseed; in such case all terms and conditions must be made and it should be done in compliance with all laws and regulations applicable to the provision of such services, including, without limitation, U.S. export laws.
2. Trained Staff. Customer acknowledges that it is responsible for assuring that if authorized for reselling Virtual Hosting Services, must provide a sales force and customer care representatives for the Virtual Hosting Services fully trained, competent and professional. Customer agrees to consult with the Orionseed on specific issues that Orionseed may identify to Customer from time to time in connection with the performance of the Customer sales force and customer care representatives that may have an adverse impact on Orionseed, Orionseed’s brand and/or the brand of Third Party Providers, or on the effectiveness of the sales effort or customer care for the Resell Services.
3. Facilities. Orionseed shall require that the Customer shall provide equipment, software, and facilities necessary to enable Customer to provide the relevant Virtual Hosting Services if authorized. , other than the equipment, software, and facilities to be provided by Orionseed as part of the Virtual Hosting Service as set forth in the Applicable Virtual Hosting Service Additional Terms and Conditions. Customer acknowledges that Orionseed will not be liable for any failure to deliver Virtual Hosting Services as a consequence of a Customer’s failure to provide the equipment, software, and facilities referenced in the preceding sentence.
6. TECHNICAL SUPPORT

Orionseed will provide Customer and/or its Customers with the technical support, if any, set forth in the Applicable Virtual Hosting Service Additional Terms and Conditions.

7. TRAINING SERVICES

If applicable, Orionseed shall offer training relative to sales and customer care on the terms set forth in the Applicable Virtual Hosting Service Additional Terms and Conditions.

8. PRICE OF VIRTUAL HOSTING SERVICES

The prices for Virtual Hosting Services to be provided by Orionseed shall be the prices set forth at www.Orionseed.com Orionseed shall be entitled to increase or decrease the price of a Virtual Hosting Service as provided at www.Orionseed.com

9. PAYMENT

1. Billing and Payment. Charges for Orionseed Virtual Hosting Services (as defined below) are due and payable upon presentment of an invoice from Orionseed to Customer, except to the extent otherwise set forth in the Applicable Virtual Hosting Service Additional Terms and Conditions. Customer shall be responsible for paying the relevant charges for the Orionseed Virtual Hosting Services. Customer shall be responsible for paying directly, charging and collecting from Customers and submitting all sales, use, gross receipts, excise, access, bypass or other local, state and Federal taxes or charges, however designated, imposed on or based upon the provision, sale or use of the Orionseed Services (excluding taxes on Orionseed’s taxable income). As used herein, the term "Orionseed Virtual Hosting Services" means the products and services to be provided by Orionseed to Customer under this Agreement, including the Virtual Hosting Services and any and all customer care services, technical support services, transit services, training services and such other services as Orionseed may agree to provide to Customer under the terms of this Agreement, including any Applicable Virtual Hosting Service Additional Terms and Conditions
2. Interest on Oververdue Amounts; Actions Upon Arrearage.

1. Any charges payable but not paid by Customer within 30 days of the date of Orionseed’s presentment of an invoice toCustomer (or such longer date as may be set forth in the Applicable Virtual Hosting Service Additional Terms and Conditions) will accrue interest at a rate of one and one half percent (1-1/2%) per month, or the highest rate allowed by applicable law, whichever is the lower. Interest shall accrue from the date that payment is due on any amounts that are required to be paid under Section 9.1 above.
2. In the event Customer’s account becomes past due, Orionseed may, in its sole discretion, suspend or disconnect the Virtual Hosting Services to Customer and its Customers upon ten (10) days advance written notice to Customer. Customer hereby agrees that, in the event of any such suspension or disconnection, Orionseed shall have the right to use Customer Information (as defined in Section 10.5 below) to contact Customer’s Customers directly concerning alternative provisioning of the Virtual Hosting Services to such Customers.

10. CONFIDENTIAL INFORMATION

1. Confidential Information and Obligations. All documents, other materials and other information made available to a Party or its employees by the disclosing Party in connection with this Agreement (including but not limited to, this Agreement), whether in oral, written, graphic, or electronic form (collectively, the "Confidential Information"), shall be deemed to have been furnished to the other Party in confidence and shall remain the exclusive property of the disclosing Party both during and after the term of this Agreement. Each Party shall maintain in trust and confidence all Confidential Information which it may (i) develop or accumulate for the disclosing Party during the term of this Agreement or (ii) acquire from the disclosing Party at any time, and will not during the term of this Agreement or thereafter, use the disclosing Party’s Confidential Information for its own benefit or disclose or permit any of its employees or agents to disclose the Confidential Information to any other person; provided, however, that the recipient Party may disclose the disclosing Party’s Confidential Information to such employees, agents and Affiliates of the recipient Party who need to know such Confidential Information for the purpose of effectuating this Agreement and who have been informed of and have agreed to protect the confidential nature of such Confidential Information. For purposes of this Article 10, the term "Party" shall include the Party’s Affiliates. As used herein, the term "Affiliate" shall mean, as to any person or entity, any other person or entity that controls (i.e., possesses the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise), is controlled by or is under common control with such person or entity.
2. Use of Information. Nothing in this Agreement shall prohibit or limit either Party’s use of information which (a) is now, or hereafter becomes, publicly known or available through lawful means; (b) is rightfully in recipient’s possession, as evidenced by recipient’s records; (c) is disclosed to recipient without confidential or proprietary restriction by a third party who rightfully possesses the information (without confidential or proprietary restriction); (d) is independently developed by recipient without any breach of this Agreement; or (e) is the subject of a written permission to disclose provided by the disclosing party. In the event either Party receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information of the other Party, it shall, to the extent reasonably practicable and lawfully permitted, provide prompt notice to the other Party of such receipt and permit the other Party an opportunity to obtain a protective order with respect to such Confidential Information.
3. Return of Confidential Information. Upon the termination or expiration of this Agreement, or upon request from the disclosing Party, the non-disclosing Party shall return all Confidential Information to the disclosing Party or destroy all Confidential Information and certify in writing that it has returned or destroyed all such information to the disclosing Party and has not kept any copies of the Confidential Information. The obligation of each Party with respect to the Confidential Information shall survive the termination or expiration of this Agreement for a period of three (3) years.
4. Publicity. No publicity, including, but not limited to press releases, concerning this Agreement, the Orionseed Virtual Hosting Services provided hereunder, and/or the relationship between the Parties or with Third Party Providers by either Party, shall be issued by either Party without the prior written consent of the other Party, and if necessary in the opinion of Orionseed, the applicable Third Party Provider.
5. Customer Information. The Parties acknowledge and agree that Customer owns and retains all rights in relation to any and all information relating to Customers (collectively the "Customer Information"), except (i) as provided in Section 9.2(b) above and (ii) for disclosure of Customer Information in WHOIS databases as a result of the registration of domain names as required or permitted by Internet Corporation for Assigned Names and Numbers (ICANN) and applicable laws and/or policies. Customer grants to Orionseed a non-exclusive, royalty free license to use the Customer Information for purposes of Orionseed carrying out its obligations under this Agreement.

11. INTELLECTUAL PROPERTY

Each party acknowledges that the other party, its Affiliates and Third Party Providers own and retain all trademarks, service

marks, trade names, logos, designations, copyrights and other proprietary rights in or associated with the other Party, its

Affiliates, and the Third Party Providers, as applicable, and agrees that it will not at any time during or after the term of this

Agreement assert or claim any interest in or do anything that may adversely affect the validity of any trademark, service

mark, trade name, logo, designation or copyright belonging to or licensed to the other Party, its Affiliates, and applicable

Third Party Providers (including, without limitation, any act or assistance to act which may infringe or lead to the

infringement of any of the proprietary rights of the other Party, its Affiliate, and applicable Third Party Providers).

12. DISCLAIMER OF WARRANTIES

THE ORIONSEED VIRTUAL HOSTING SERVICES ARE PROVIDED ON AN "AS IS" BASIS. NOTWITHSTANDING ANY OTHER ORAL OR WRITTEN COMMUNICATIONS WITH ORIONSEED ABOUT OR IN CONNECTION WITH THE ORIONSEED VIRTUAL HOSTING SERVICES, ORIONSEED MAKES NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITH RESPECT TO THE PROVISION OF THE ORIONSEED VIRTUAL HOSTING SERVICES, TO CUSTOMER OR CUSTOMERS, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON INTERRUPTION OF SERVICES, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

ORIONSEED IS NOT LIABLE FOR THE CONTENT OR LOSS OF ANY DATA TRANSFERRED EITHER TO OR FROM CUSTOMER OR CUSTOMER, OR STORED BY CUSTOMER OR CUSTOMER OR ANY OF CUSTOMER’S OR CUSTOMER’S CLIENTELE OR OTHER THIRD PARTIES WHICH MAY BE AFFECTED BY THE ORIONSEED VIRTUAL HOSTING SERVICE(S) PROVIDED BY OR THROUGH ORIONSEED. WHERE DATA BACKUP AND RESTORATION SERVICES ARE A PART OF ORIONSEED’S PROVISIONING OF A ORIONSEED SERVICE, SUCH SERVICES ARE NOT INTENDED TO BE A COMPREHENSIVE DISASTER RECOVERY SOLUTION, AND ORIONSEED WILL NOT BE LIABLE FOR DATA LOSS, OR FOR DAMAGE TO SERVERS OR OTHER EQUIPMENT.

Customer shall not extend to its customers warranties or guarantees (i) in the name of Orionseed or in the name of any Third Party Provider or (ii) which would bind Orionseed or Third Party Providers with respect to the performance, design, quality, merchantability, non-infringement or fitness for a particular purpose of the Virtual Hosting Services or any of them.

13. INDEMNIFICATION

Customer hereby agrees to indemnify, defend and hold harmless Orionseed and its Affiliates and Orionseed’s and its Affiliates’ directors, officers, employees and agents from and against all actual and direct damages, costs and expenses, including, without limitation, interest, penalties and reasonable attorneys’ fees and disburse asserted against, resulting to, imposed upon or incurred by any of the foregoing indemnified parties by reason of or resulting from (i) any personal injury, death or physical damage to property caused by the negligence or willful misconduct (whether acts or omissions) of Customer or its employees, agents, subcontractors, or business invitees and (ii) use of a Orionseed Service or the intellectual property of Orionseed or of Third Party Providers by Customer or a Customer, including any violation of the AUP by Customer or a Customer.

14. LIMITATION OF LIABILITY

1. EXCLUSION OF CONSEQUENTIAL DAMAGES. EXCEPT FOR A BREACH OF ARTICLE 10 HEREOF AND THE INDEMNIFICATION OBLIGATIONS ARISING UNDER ARTICLE 13 HEREOF, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY NATURE (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS OR PERSONAL PROFITS, BUSINESS INTERRUPTION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF OR IN ANY WAY RELATED TO THE PARTIES PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, EVEN IF THE OTHER PARTY (OR ITS AFFILIATES) HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES.
2. LIMITATION OF LIABILITY. OTHER THAN A BREACH OF ARTICLE 10 HEREOF AND THE INDEMNIFICATION OBLIGATIONS ARISING UNDER ARTICLE 13 HEREOF AND NOTWITHSTANDING ANY DAMAGES THAT A PARTY MIGHT INCUR FOR ANY REASON WHATSOEVER, EACH PARTY’S ENTIRE LIABILITY FOR ANY MATTER ARISING OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF (I) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO ORIONSEED WITHIN THE PRECEDING TWELVE MONTHS OF THE EVENT GIVING RISE TO SUCH DAMAGES UNDER THIS AGREEMENT OR (II) TWELVE TIMES THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO ORIONSEED FOR VIRTUAL HOSTING SERVICES PROVIDED HEREUNDER IN THE MONTH IMMEDIATELY PRECEDING THE MONTH IN WHICH THE EVENT GIVING RISE TO SUCH DAMAGES OCCURRED.
15. TERM AND TERMINATION

1. Term and Termination. The term of this Agreement shall be from the Effective Date until the end of the calendar year in which the Effective Date occurs (the "Initial Term"), and shall automatically renew on a annual basis (calendar year basis) unless terminated in one of the following ways (the Initial Term and all renewal periods, if any, being referred to herein collectively as the "Term"):

1. Either Party may terminate this Agreement effective upon written notice to the other Party ("Termination Notice"): (i) in the event of the insolvency of the other Party or the institution of voluntary or involuntary proceedings in bankruptcy or under any other insolvency law, or an arrangement with creditors, or corporate reorganization, receivership or dissolution, of the other Party; or (ii) in the event that the other Party has breached any material obligation under this Agreement and such breach is not cured within thirty (30) days after written notice thereof by the non-breaching Party to the breaching Party.
2. Orionseed may terminate this Agreement (i) at any time upon 60 days’ prior written notice or (ii) immediately in the event of (A) a breach of the AUP by Customer or a Customer of Customer or (B) a change in control of the majority of voting equity shares or interests of Customer (as determined by reference to the ultimate parent entity of Customer), which involves a competitor of a Orionseed or one of its Affiliates gaining control of Customer.

16. DISPUTE RESOLUTION

Any controversy or claim arising out of, relating to or in connection with this Agreement shall be resolved through arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association then in effect, as modified by the terms of this Article 16. Arbitration shall be conducted at a location in Miami, Florida, to be agreed upon by the Parties. Arbitration shall be conducted by three (3) arbitrators with each Party to this Agreement selecting one (1) arbitrator each and the two selected arbitrators then selecting the third arbitrator. The arbitrators shall, as soon as practicable and upon fifteen (15) days’ written notice to each Party, conduct an arbitration hearing and proceeding on the merits of the dispute and thereafter shall issue a written decision citing the basis for the decision, including findings of fact and conclusions of law. The decision of the arbitrators shall be based on a majority vote. Each Party shall bear its own costs and expenses arising out of any arbitration, including the costs of any arbitrator selected by it, and shall bear equally the costs, expenses and fees of the third arbitrator. Any award rendered by the arbitrators shall be final, binding and enforceable by any party to the arbitration, and judgment may be rendered upon it in accordance with applicable law in a court of competent jurisdiction.

17. GENERAL PROVISIONS

1. No Third-Party Beneficiary. It is the explicit intention of the Parties hereto, that no person or entity other than the Parties is or shall be entitled to bring any action to enforce any provision of this Agreement against either of the Parties, and the covenants, undertakings, and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by the Parties hereto or their respective permitted successors and assigns hereunder.
2. Relationship of the Parties. Nothing in this Agreement shall be construed to constitute Customer and Orionseed in the relationship of an employer-employee, franchiser-franchisee, principal-agent, partners or joint venturers, or as anything other than an independent contractors. Neither Party will have the authority to make any representations, claims or warranties of any kind on behalf of the other Party or on behalf of such Party’s licensors or suppliers.
3. Force Majeure. Neither Party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, strikes, unavailability of material, Telco capacity, or supplies, any failure of a Third Party Provider to supply goods or services associated with or comprising a Virtual Hosting Service, shortages of or failure to deliver hardware and/or software not attributable to an act or failure to act of the Party seeking the protection of the force majeure or any other cause beyond the reasonable control of such Party ("Force Majeure"), provided that such Party gives the other Party written notice thereof promptly and, in any event, within fifteen (15) days of discovery thereof. In the event of such a Force Majeure, the time for performance or cure shall be extended for a period equal to the duration of the Force Majeure but not in excess of sixty (60) days.
4. Assignment and Subcontracting. This Agreement and the rights and obligations hereunder shall not be assigned or otherwise transferred by either Party, except that Orionseed may (i) assign this Agreement to one of its Affiliates without the consent of Customer or (ii) delegate performance of any of its duties, obligations and responsibilities hereunder to any of its Affiliates or to any independent contractor selected by Orionseed; provided that Orionseed shall not be relieved of any of its duties, obligations or responsibilities hereunder by delegation to such Affiliates or independent contractors.
5. Notices. Notices under this Agreement shall be in writing and shall be deemed given when delivered (i) personally, (ii) by e-mail (with confirmation of receipt), (iii) by overnight mail or conventional mail (registered or certified, postage prepaid with return receipt requested) or (iv) by facsimile. Notices shall be addressed to the Parties at the addresses appearing below their signatures on this Agreement, but each Party may change the address by written notice in accordance with this paragraph.
6. Waiver. Any waiver of any right or default hereunder shall be effective only in the instance given and shall not operate as or imply a waiver of any similar right or default on any subsequent occasion.
7. Severability. No determination by a court of competent jurisdiction that any term or provision of this Agreement is invalid or otherwise unenforceable shall operate to invalidate or render unenforceable any other term or provision of this Agreement and all remaining provisions shall be enforced in accordance with their terms.
8. Governing Law. This Agreement will be governed by and construed under, and the legal relations between the Parties hereto will be determined in accordance with, the laws of the State of Florida, without giving effect to such state’s conflict of law principles.
9. Remedies Cumulative. Except to the extent specifically provided otherwise in this Agreement, all remedies provided for hereunder, including, without limitation, the right to terminate this Agreement and all of the remedies provided by law (and not excluded pursuant to Article 14 hereof), shall be deemed cumulative and non exclusive.
10. Entire Agreement; Amendments. This Agreement, including the Applicable Virtual Hosting Service Additional Terms and Conditions constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior or contemporaneous, written or oral negotiations, agreements, negotiations, correspondence and understandings between the Parties respecting the subject matter of this Agreement. Specifically, this Agreement, including all Applicable Virtual Hosting Service Additional Terms and Conditions, also constitutes the entire agreement between the Parties pertaining to all services which are the subject of prior Virtual Hosting agreements (other than any Billing Authorization Agreement(s) that may be in existence between the Parties as of the date hereof) (collectively, the "Prior Agreements") between the Parties (collectively, the "Prior Services"). To that end, Customer hereby acknowledges and agrees that it is the intent of the Parties that, as of the Effective Date, this Agreement, including all Applicable Virtual Hosting Service Additional Terms and Conditions, amends and restates all Prior Agreements in their entireties such that the terms and conditions of such Prior Agreements are terminated and of no further force or effect. Except to the extent described in this Section 17.9, this Agreement may be modified only by an instrument in writing duly executed by both Parties.
11. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.