Preamble:

This Agreement is made between:

- The company SAPRI CO., LTD, a Thai-law company, electing domicile 22/143 Moo 10, Chok Chai 1 Soi Boonsampan, Chon Buri 20150, Bang Lamung, Thailand, listed on the Trade and Commerce Register of ChonBuri at number 0205562012799,

- and any natural or legal person, individual or professional, of a private or public entity wishing to commit to one or more of the Services provided by the company SAPRI CO., LTD, hereinafter the Customer.

ARTICLE 1: PURPOSE

The Customer confirms having verified the compatibility of the Service against their requirements, and having received from SAPRI CO., LTD all the information and advice necessary to making an informed decision to sign this Agreement.

The purpose of this Agreement is to define the legal, technical and financial conditions under which the Customer is obligated to SAPRI CO., LTD.

These General Conditions of Service, supplemented if necessary by Special Conditions and/or Appendices proposed by

SAPRI CO., LTD shall prevail over all other conditions, and especially those of the Customer, for any order placed by the Customer for the Services of SAPRI CO., LTD.

ARTICLE 2: OBLIGATIONS OF SAPRI CO., LTD

SAPRI CO., LTD is committed to taking all the care and diligence necessary to providing a quality Service, conforming to the customary professional practices and the state of the art. SAPRI CO., LTD is only subject to an obligation of means.

ARTICLE 3: LIABILITY OF SAPRI CO., LTD

SAPRI CO., LTD will not be held liable:

If the execution of this Agreement, or the obligations of SAPRI CO., LTD hereunder, is prevented, limited or disrupted as a result of fire, explosion, the failure of transmission networks, the collapse of installations, epidemics, earthquakes, floods, power failure, war, embargoes, laws, injunctions, government orders, strikes, boycotts, the withdrawal of the telecommunication operator's licence, or any other circumstance beyond the reasonable control of SAPRI CO., LTD ("Event of Force Majeure"), then subject to providing the Customer with prompt notification, SAPRI CO., LTD will be exempted from execution of its obligations within the limits of any such impediment, limitation or disruption.

Likewise, the Customer will also be exempted from the execution of their obligations insofar as the obligations are affected by the impediment, limitation or disruption, provided that the affected party uses its best endeavours to prevent or mitigate the cause, and that both parties act promptly as soon as the cause has ceased or been terminated. The party affected by an Event of Force Majeure shall keep the other party duly informed by email of the expected duration of this Event of Force Majeure.

Where the effects of an Event of Force Majeure continue for more than 30 days after the date of the other party being informed of the said Event, this Agreement may be lawfully terminated by either party, without either being entitled to any indemnity.

It may also be terminated due to misconduct on the part of the Customer, particularly in the following cases:

• degradation of the application,
• misuse of the terminals by the Customer or his Customers, fault, negligence, omission or failure on his part, failure to respect the advice given,
• disclosure or unlawful use of the password issued confidentially to the Customer,
• fault, negligence or omission by a third party over whom SAPRI CO., LTD has no monitoring or supervisory powers,
• a request for temporary or definitive interruption of the Service, made by a competent administrative or legal authority, or notification by a third party bearer of rights under the provisions of Article 6 of the LCEN,
• partial or total destruction of the data transmitted or stored, resulting from errors directly or indirectly attributable to the Customer.

The compensation due from SAPRI CO., LTD in the event of any Service failure resulting from a fault attributable to SAPRI CO., LTD will correspond to the direct, personal and certain loss linked to the failure in question, with the express exclusion of any consequential damages, including in particular commercial loss, loss of orders, damage to the brand image, any other commercial issue, loss of profits or customers (for example, inappropriate disclosure of confidential information due to defects or piracy of the system, third party actions against the Customer etc).

In any event, the amount of the damages which may be charged to SAPRI CO., LTD, if it were liable, will be limited to the amount of the sums actually paid by the Customer to SAPRI CO., LTD for the period considered or invoiced to the Customer by SAPRI CO., LTD, or the amount of the sums corresponding to the price of the Service, for the part of the Service for which the responsibility of SAPRI CO., LTD was incurred. The lesser of the aforementioned sums will be considered.

SAPRI CO., LTD does not carry out any specific backups of the data stored on its servers. Therefore, the Customer is responsible for taking all the necessary steps to back up his data in case of loss or degradation of the data entrusted, irrespective of the cause thereof, including data not expressly mentioned herein.

The Customer recognises that no stipulation of this Agreement will release them from the obligation to pay all amounts due to SAPRI CO., LTD for the Services rendered.

ARTICLE 4: OBLIGATIONS AND LIABILITY OF THE CUSTOMER

The Customer undertakes to obtain the powers, authorities and capabilities necessary for the conclusion and execution of the obligations stipulated herein.

SAPRI CO., LTD recommends that the Customer reads the Code of Ethics available on the SAPRI CO., LTD Website and complies with these rules for all communications on the internet.

The Customer undertakes to provide SAPRI CO., LTD with his accurate and up-to-date personal information and bank details.

SAPRI CO., LTD reserves the right to request supporting documentation from the Customer to ensure the accuracy of his information. The Customer is solely and wholly responsible for the passwords needed to use the Service. SAPRI CO., LTD is released from all liability for any illicit or fraudulent use of the passwords provided to the Customer or generated by the Customer himself. The provision of passwords is regarded as confidential. The Customer will solely be liable for any suspected disclosure of the passwords provided, whether intentional or not, whereas SAPRI CO., LTD will be exempt of all liability.

The Customer will be solely liable for the consequences of any malfunctioning of the Service resulting from use by the Customer himself, his personnel, or any person to whom the Customer has supplied his password/s. Likewise, the Customer shall be solely liable for the consequences of losing the aforementioned passwords.

The Customer undertakes to respect all laws and regulations in force, especially those relating to information technology, files, freedoms and intellectual property, as well as third party rights. The Customer also undertakes to take out all the necessary insurance policies from a firm of reputable standing, in order to cover any losses for which he may be held liable in connection with this Agreement or its execution.

The Customer hereby fully accepts all legal obligations arising from the administration of his Services, SAPRI CO., LTD cannot be sought nor investigated in this respect for any reason, especially in the event of a violation of the laws or regulations applicable to the Customer's Services. Non-compliance by the Customer with the aforementioned points and points detailed in the Special Conditions, and especially with any activity likely to generate a civil and/or penal liability will give SAPRI CO., LTD the right to immediately disconnect and/or stop the Customer's Services without prior notice, and to immediately and lawfully terminate the contract, without prejudice to the right to all damages and interest that SAPRI CO., LTD may claim.

The Customer undertakes to pay any sums claimed from SAPRI CO., LTD directly to the third party making the complaint. The Customer also agrees to intervene, at the request of SAPRI CO., LTD, in any claim made against the latter and will indemnify SAPRI CO., LTD inrespect of any orders made against it in connection with such a claim. Consequently, the Customer undertakes to make it his personal business to deal with any claim and/or proceedings, of any form or nature, brought against SAPRI CO., LTD and connected to the Customer’s obligations under this Agreement.

The Customer undertakes to inform SAPRI CO., LTD of any change to his situation within 48 hours, and within 24 hours of any potential loss of passwords.

The Customer agrees to formulate any requests clearly in all communications with SAPRI CO., LTD, according to the rules of usage.

ARTICLE 5: EXECUTION, TARIFF AND PAYMENT

5.1 Creation of the customer account

For any order for the Services of SAPRI CO., LTD, the Customer must create an account, including his accurate and up-to-date personal information and bank details. This Customer account may be subject to SAPRI CO., LTD verification procedures in order to ensure that the information provided by the Customer is accurate.

5.2 Order confirmation

SAPRI CO., LTD shall confirm receipt of the purchase order and payment to the Customer by email without delay, and shall inform them when the Service ordered has been implemented under the conditions described hereinafter.

5.3 Execution of the order

The Service will be made available after SAPRI CO., LTD has validated the payment and within a maximum period of 7 days from the date that the purchase order is paid by the Customer.

The actual payment is made when the sums corresponding to the Service are definitively credited to the SAPRI CO., LTD account.

After this period and in the absence of provision of the Service by SAPRI CO., LTD, the Customer reserves the right to request cancellation of the transaction and a refund of the sums already paid.

5.4 Tariff

The tariffs in force for the various Services offered by SAPRI CO., LTD are available online on the SAPRI CO., LTD Website and upon request from SAPRI CO., LTD, at the following address:

SAPRI CO., LTD : 22/143 Moo 10, Chok Chai 1 Soi Boonsampan, Chon Buri 20150, Bang Lamung, Thailand.

The Services ordered will be described in the purchase order, they are inclusive of all taxes unless otherwise stated and are payable in euros.

SAPRI CO., LTD will invoice the Customer for the setup fees of any Kimsufi dedicated server order. These fees correspond particularly to setting up and configuring the server, according to the operating system chosen by the Customer.

After each payment, SAPRI CO., LTD will send an invoice by email and/or will make it available to the Customer via his Management Interface. The Customer expressly accepts that the invoice will be sent to him electronically.

SAPRI CO., LTD reserves the right to vary the prices at any time, provided that the Customer is notified by email or an online announcement made on the SAPRI CO., LTD Website one month in advance, if the new prices excluding tax are less favourable to the Customer. In this instance, the Customer will have a period of one month from the date of notification to terminate this

Agreement without penalty. If the Agreement is not terminated, the Customer will be deemed to have accepted the new tariffs. Price changes will apply to all contracts, and especially ongoing contracts.

SAPRI CO., LTD reserves the right to pass on the cost of any new tax or increase of an existing tax rate, without delay.

The Services provided by SAPRI CO., LTD will be due and payable at the time of ordering. The Customer is solely responsible for payment of all sums due under the contract for SAPRI CO., LTD Services. It is hereby expressly agreed that unless deferment is requested in good time and specifically granted by SAPRI CO., LTD in writing, the partial or total non-payment of any sum due under this

Agreement by the due date will immediately result in the following, without prior notification:

-          all of the other sums due from the Customer under the Agreement will become immediately payable, regardless of the stipulated payment terms;

-          all ongoing Services will be suspended, regardless of their nature may be without prejudice to SAPRI CO., LTD's right to terminate the Agreement;

-          it will not be possible to renew or subscribe to new Services;

-          application of interest at a rate equal to 1.5 times the legal rate of interest in force in Thailand.

Any disagreement concerning invoicing or the nature of the Services must be forwarded to the SAPRI CO., LTD Customer Service via the Customer's Management Interface, within one month of the order confirmation being issued.

In the event of costs being incurred by SAPRI CO., LTD, SAPRI CO., LTD will inform the Customer and will pass on the relevant supporting evidence and invoice.

5.5 Payment

The payment can be made by bank card, cheque, via a Paypal® account, by cash, postal order or international money order.

The Customer bears the responsibility for choosing the method of payment suitable for the Service ordered and the payment term.

5.6 Duration

The Service duration will be indicated at the time of placing the order. The data will be deleted on expiration of the Service.

SAPRI CO., LTD undertakes to provide a minimum of two email reminders prior to the expiration of the Service.

5.7 Service renewal

SAPRI CO., LTD will notify the Customer by email (the Customer is responsible for keeping the email address up-to-date), prior to the imminent expiration and subsequent suspension of his Service.

Any non-payment or irregular payment, meaning incorrect or incomplete amounts in particular, or lacking the required references, or made by any method or procedure not accepted by SAPRI CO., LTD will be purely and simply ignored, and will result in rejection by SAPRI CO., LTD of the registration or renewal request.

Concerning renewals paid by cheque, it is up to the Customer to request the renewal with sufficient time for the cheque to effectively be received and processed by SAPRI CO., LTD prior to expiration of the Service. SAPRI CO., LTD reminds the Customer that the processing of a payment by cheque may take more than 5 working days in some cases.

ARTICLE 6: TERMINATION, LIMITATION AND SUSPENSION OF THE SERVICE

6.1 The Agreement will be lawfully terminated on expiry. It may be renewed via the SAPRI CO., LTD Website, on payment of the corresponding price being made by the Customer, under the conditions specified in Article 5.

The cancelation will be effective from the day following the date of reception by SAPRI CO., LTD, provided that the Customer has provided all the information required to verify his identity.

The Customer may also request that the cancellation take effect ten days after SAPRI CO., LTD has received his cancellation request.

6.2 Either party may terminate this Agreement without indemnity where an Event of Force Majeure continues for more than 30 days.

6.3 For a cancellation prior to expiration of the contract, the Customer is free to terminate the contract simply by writing to SAPRI CO., LTD at the postal address : 22/143 Moo 10, Chok Chai 1 Soi Boonsampan, Chon Buri 20150, Bang Lamung, Thailand.

In this situation, the Customer will not be able to claim any reimbursement from SAPRI CO., LTD for amounts already paid.

6.4 In all other cases of failure by either party to meet his obligations to the other under the contract, not rectified within 7 days of either an email being forwarded by the plaintiff giving notification of the failures in question, or any other form of valid notification by the said party, the contract will be automatically terminated by law, without prejudice to any eventual damages claimed from the party in breach.

The date of notification of the letter comprising the infringements in question will be the date of the postmark, at the time of the first presentation of the letter.

6.5 SAPRI CO., LTD reserves the right to interrupt the Customer's Service if it poses a threat to the security maintenance or the stability of the SAPRI CO., LTD infrastructure. As far as possible, SAPRI CO., LTD will inform the Customer of this in advance.

In case of need, SAPRI CO., LTD reserves the right to interrupt the Service to carry out a technical intervention, so as to improve its operation or to carry out any maintenance works.

SAPRI CO., LTD reserves the right to terminate the Customer's Service in the event of non-compliance with the SAPRI CO., LTD General or Special Conditions applicable to the Customer's Service.

ARTICLE 7: CONDITIONS OF OPERATION

The Customer hereby recognises that fluctuations in bandwidth and contingencies affecting the access provider are elements that could lead to discontinuity of the Services offered by the company SAPRI CO., LTD, and which lie outside its technical means.

Furthermore, the Service will be automatically restricted, limited or suspended by SAPRI CO., LTD:

-          if the Customer appears to be using the Services provided to him for any activity that does not comply with the Code of Ethics on the SAPRI CO., LTD Website or in these General Conditions;

-          pursuant to the applicable Special Conditions;

-          if SAPRI CO., LTD is notified by any interested third party of an administrative, arbitration or legal decision, in accordance with the applicable laws, ordering such a restriction, limitation or suspension, without it being necessary for SAPRI CO., LTD to be involved in the case.

-          if the contact details listed in the Customer's account appear to be false, inaccurate or not up-to-date.

ARTICLE 8: CUSTOMER INFORMATION AND CONFORMITY OF THE SERVICE

The Customer confirms having verified the compatibility of the hardware and Service against his requirements, and having received from SAPRI CO., LTD all the information and advice necessary to making an informed decision to subscribe to this undertaking.

SAPRI CO., LTD reserves the right to monitor compliance with the conditions of use of the Service.

ARTICLE 9: TOLERANCE

The fact that SAPRI CO., LTD does not invoke any of these General Conditions and/or tolerates a failure by the other party to meet any of the obligations under these General Conditions, at any given time, may not be interpreted as SAPRI CO., LTD waivering the right to subsequently insist on any of the said conditions.

ARTICLE 10: PERSONAL DATA

Sapri Co., Ltd has implemented the following measures to properly manage and protect Customers' personal information:

• Establishment of an organization to promote and ensure protection of all personal information held by Sapri Co., Ltd as a whole, and appointment of personal information controllers in each Sapri Co., Ltd and each division that handles personal information;
• Establishment of internal company rules based on Personal Information Protection Laws and guidelines issued by the relevant authority concerning the handling of personal information;
• Education of employees and others concerned to ensure that they understand the importance of personal information protection and are thoroughly familiar with all relevant rules and guidelines.
• Establishment of a personal information management register and enforcement of appropriate restrictions on access to personal information; and
• Implementation of appropriate and reasonable security measures to prevent unauthorized access to, or leakage, destruction or alteration of, personal information.

When a Customer requests confirmation, revision (correction, addition or deletion), cessation of use or removal of his/her personal information, Sapri Co., Ltd will, upon verifying such Customer's identity, comply with the request, unless there is a reasonable basis to refuse.

Customers may contact us in writing at the following :

Sapri Co., Ltd, Data Protection service,22/143 Moo 10, Chok Chai 1 Soi Boonsampan, Chon Buri 20150, Bang Lamung, Thailand.

Customers may withdraw their consent to us collecting their personal information at any time as stated above. In the event the withdrawal is complied with, Sapri Co., Ltd will not be able to comply with any of its contractual obligations owing to Customers and in addition, Sapri Co., Ltd will not be able to effectively render its services to Customers, if at all.

ARTICLE 11: UNACCEPTABLE MATERIAL  

Examples of unacceptable material on all services and/or servers include:

• Topsites
• Lese majeste
• IRC Scripts/Bots
• Proxy Scripts/Anonymizers
• Pirated Software/Warez
• Image Hosting Scripts (similar to Photobucket or Tinypic)
• AutoSurf/PTC/PTS/PPC sites
• IP Scanners
• Bruteforce Programs/Scripts/Applications
• Mail Bombers/Spam Scripts
• Banner-Ad services (commercial banner ad rotation)
• File Dump/Mirror Scripts (similar to rapidshare)
• Commercial Audio Streaming (more than one or two streams)
• Escrow/Bank Debentures
• High-Yield Interest Programs (HYIP) or Related Sites
• Sale of any controlled substance without prior proof of appropriate permit(s)
• Prime Banks Programs
• Lottery Sites
• MUDs/RPGs/PBBGs
• Hateful/Racist/Harassment oriented sites
• Hacker focused sites/archives/programs
• Sites promoting illegal activities
• Forums and/or websites that distribute or link to warez/pirated/illegal content
• Bank Debentures/Bank Debenture Trading Programs

We reserve the right to refuse service to anyone, any material, that in our judgment, is obscene, threatening, illegal, or violates our terms of service in any manner, it may be removed from our servers (or otherwise disabled), with or without notice.

Failure to respond to email from our abuse department within 2 hours may result in termination of your services. All abuse issues must be dealt with via support tickets. If you have been advised and haven't responded you have already been advised to keepo contact information updated so we may reach you thus it will be considered that you have been advised.

If in doubt regarding the acceptability of your site or service, please contact us and we will be happy to assist you.

Potential harm to minors is strictly forbidden, including but not limited to child pornography or content perceived to be child pornography (Lolita, Nude child Anime, etc). Any site found to host child pornography or linking to child pornography will be terminated immediately without notice. We will further monitor your activity; more than one infraction of this type may result in the immediate termination of your account. Violations will be reported to the appropriate law enforcement agency.

ARTICLE 12 : CONFIDENTIALITY, LOCATION AND PHYSICAL SAFETY OF SAPRI CO., LTD INFRASTRUCTURES

SAPRI CO., LTD, and all personnel and subsidiaries of the SAPRI CO., LTD, are bound by professional secrecy and the obligation for discretion in everything concerning the facts, information and decisions that they have been informed of within the scope of these General Conditions and implementation of the associated services.

SAPRI CO., LTD is especially prohibited from communicating to any person other than itself, the subsidiaries of the SAPRI CO., LTD, its entire personnel or a third party on request of a competent authority (administrative, arbitration or legal, in accordance with the appropriate applicable laws), directly or indirectly, all or part of the data, of any nature (commercial, technical, financial, personal, etc.) communicated to SAPRI CO., LTD, or of which it is informed of during the execution of the Service.

Location of the Infrastructures:

The infrastructures on which the SAPRI CO., LTD Services are developed are located by the French company on French territory : OVH SAS, 2 rue Kellermann, 59100 Roubaix, France.

All our servers are located in OVH SAS datacenter.

ARTICLE 13: RIGHT TO CANCEL

The Customer benefits from a right to withdraw. He may exercise his right to withdraw, without having to provide justifications or incurring penalties, other than return costs, if required, within seven (7) clear days of receipt of the goods, or of subscription to the Service contract, by post or via a message sent to the SAPRI CO., LTD Customer Support via his Management Interface.

When the seven day deadline expires on a Saturday, Sunday or a public holiday or non-working day, it will be extended until the next working day.

The right to withdraw, if legitimately exercised, enables the Customer be reimbursed for the goods and Services relating to exercising this right.

ARTICLE 14: AMENDMENTS

The online General and Special Conditions shall prevail over the printed General and Special Conditions. The parties agree that SAPRI CO., LTD can lawfully modify its Service with no other formality than to inform the Customer via an online notice and/or to display its modifications in the online General Conditions. Any modification or introduction of new subscription options will be published online on the SAPRI CO., LTD Website or by sending an email to the Customer. In such instance, the Customer can, in exemption from Article 7, terminate the contract within thirty days of these modifications entering into the force.

ARTICLE 15: GENERAL PROVISIONS

15.1 Divisibility

If any clause of the Service contract entered into with SAPRI CO., LTD should be held to be null and void in application of a statute, regulation or decision with res judicata effect by a competent court, the other clauses hereof shall remain in full force and effect.

In such event, the parties shall replace the invalid provision, to the extent permitted, with a valid provision that is in keeping with the spirit and purpose hereof.

15.2 Headings

The article headings set out herein are provided solely for ease of reference, on the understanding that they do not have any binding force or specific meaning per se.

15.3 Special Conditions and Appendices

The Special Conditions and, if applicable, their Appendices are incorporated by reference into the SAPRI CO., LTD General Conditions of Service and are inseparable from the said General Conditions. All these documents are herein referred to as the “General Conditions”.

All documents incorporated herein by reference can be consulted by the Customer on the SAPRI CO., LTD Website. In addition, these documents are subject to modifications and updates.

15.4 Communications

For any exchange of information by email between the parties, the date and time of the SAPRI CO., LTD server will be applied. This information will be retained by SAPRI CO., LTD for the entire duration of the contractual relations.

All notifications, communications and formal notices envisaged by the General Conditions will be considered to have been delivered with legal effect if they are sent by registered post with request for proof of receipt to:

• SAPRI CO., LTD: 22/143 Moo 10, Chok Chai 1 Soi Boonsampan, Chon Buri 20150, Bang Lamung, Thailand

15.5 Advertising and promotions

Within the scope of specialist advertising campaigns, events, seminars and publications on professional markets, SAPRI CO., LTD may refer to the Services provided to the Customer and to its commercial documentation and/or brochure.

ARTICLE 16: ALLOCATION OF JURISDICTION

In the event of a dispute with a Customer who is not deemed to be a consumer under the Thai jurisdiction, notwithstanding the plurality of defendants or in the event of a third party notice, including urgent and protective measures, by summary application or by petition.

ARTICLE 17: GOVERNING LAW

This Agreement is governed by Thai law.