Electronic Commerce Services Agreement

AGREEMENT made as of this day by and between Easylink Corporation. ("Easylink"), a Georgia corporation with offices at 6025 The Corners Parkway, Suite 100, Norcross GA 30092 and Customer. The parties hereby agree as follows:

1. Upon the terms and subject to the conditions stated below, Easylink agrees to provide, and Customer agrees to accept and make payment for access to Easylink's Internet-based EDI services for communication of electronic business documents between Customer and its authorized trading partner.

2. Payment. All amounts payable under this Agreement are due to Easylink on a monthly basis and will be paid in full by Customer electronically in United States currency through the use of a valid credit card on file with Easylink. Easylink will send an email notification monthly detailing the monthly services provided. If Customer chooses to pay by check, Easylink will apply a $20 administrative cost to the monthly subscription charge. Invoices must be paid in full by Customer within thirty (30) days after receipt of invoice. In consideration of the services rendered by Easylink to Customer, Customer shall pay Easylink charges incurred in accordance with the payment schedule (Go to Section 7).

3. Term and Termination. This Agreement shall become effective as of the date hereof and shall remain in effect until terminated by either party as hereinafter provided. Either party may terminate this Agreement by giving not less than thirty (30) days written notice to the other party, stating its intention to terminate this Agreement and specifying the date upon which the termination will be effective.

4. Liability. Easylink's liability under this agreement for any cause whatsoever, and regardless of the form of action (whether in contract, in tort, including negligence, or otherwise), will be limited to general money damages (and no other relief) in an amount not to exceed the aggregate fees paid by Customer under the applicable Services to which such liability relates. Easylink will not be liable for delay in the performance of its obligations hereunder due to causes beyond its reasonable control. Under no circumstances will Easylink be liable for any loss of profits, any claim or, demand against customer by any other party, or special, consequential or indirect damages of any kind whatsoever.

5. Notices. All notices to a party shall be in writing, and shall be made to Easylink via email at eccentersupport@easylink.com, and to Members at the email address provided to Easylink as part of the Registration Data for notices to Member, or such other email address as either Party may specify from time to time. Notice shall be deemed given forty-eight (48) hours after the email is sent, unless the sending party is notified that the email address is invalid. Alternatively, notices may be sent by regular mail, postage prepaid to Easylink's address provided below and to the Member's address provided as part of the Registration Data. Use of either method by a Party shall constitute notice thereof.

6. General. This Agreement, together with any addenda hereto accepted by Easylink (i) constitute the entire agreement between the parties and supercedes and replaces all prior agreements and representations with respect to the subject matter hereof, (ii) shall not confer any rights or remedies upon any person or entity not a party hereto, and (iii) shall be governed by and construed in accordance with the laws of the Commonwealth of Georgia.

7. Pricing. An initial $75.00 Activation Fee will be charged at the time of registration. A Monthly Transaction Fee will be applied for documents processed between Customer and Trading Partner. In addition to the Monthly Transaction Fee, a Monthly Hosting and Maintenance Fee of $20.00 will also be applied.
   
   The following monthly transaction volume will be used to determine monthly billing:
   1. $50.00 (provides 1-25 transactions)
   2. $100.00 (provides 26-75 transactions per month)
   3. $125.00 (provides 76-150 transactions per month)
   4. $175.00 (provides 151-300 transactions per month)
   5. $275.00 (provides 301-500 transactions per month)
      Transactions over 500 will be billed at $0.50 per transaction

The initial month's transaction charge will be prorated based on the registration date and will include test and production transaction volume.

By clicking on "Click here to Agree" the customer agrees to the terms set forth in this Agreement.

Click Here to Agree

If you should have any questions regarding this agreement, please contact Easylink's

Enrollment Team at 1-800-342-4401.