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DESERTKNIGHT DESIGNS  WEB CREATIONS ONLINE CUSTOMER AGREEMENT


THIS AGREEMENT is made and entered between DesertKnight Designs and its subsidiaries located in Mesa, AZ 85208, hereinafter referred to as ("DD") and you, the Customer, who wishes to use the Services of DD in accordance with DD's policies, order forms and standard application(s) which are located on the World Wide Web at http://www.desertknightdesigns.com and its various subdirectories.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter set forth, the parties hereto agree as follows:


1. ORDER ACCEPTANCE, PAYMENT

A. All orders are subject to acceptance by DesertKnight Designs at its office in Mesa, Arizona An order will be deemed accepted by DesertKnight Designs
when DesertKnight Designs sends written confirmation of the order to Customer.

B. Payment and Terms: Payment shall be made to DesertKnight Designs into the account designated by DesertKnight Designs, or as may otherwise be agreed in writing by the parties. Payments are due upon invoice. If due to bank charges, transfer fees, or the like, DesertKnight Designs should receive less than its invoice amount, DesertKnight Designs will re-invoice Customer for the shortfall. Should payment in full of any invoice (aside from such shortfalls) not be received by DesertKnight Designs within thirty (30) days after activation or renewal, DesertKnight Designs may impose a debt service charge amounting to one and one-half percent (1.5%) of the overdue balance (or such lesser amount as may be required by law) for each month or fraction there of the overdue amount remains unpaid. In the event that any amount remains unpaid thirty (30) days after presentation of invoice, DesertKnight Designs may withhold or suspend services, and may terminate this agreement pursuant to paragraph 11.C. below.

C. A valid credit or debit card must be submitted by customer. In the event the customer chooses to pay by check and is more than 14 days past due on an invoice, customer gives permission to DesertKnight Designs to charge credit/debit card on record for full invoice amount.

2. PRICES

A. All prices for Plans provided by DesertKnight Designs to Customer are in
US dollars.

B. Customer shall be responsible for paying all taxes of any nature which become due with regard to DesertKnight Designs' services, except for taxes on DesertKnight Designs' income, irrespective of which party may be responsible for reporting or collecting such taxes.

3. SERVICES TO BE PROVIDED BY DesertKnight Designs

A. During the term of this agreement, DesertKnight Designs will provide services to Customer according to the Plan(s) accepted by Customer. "Plan" means one of DesertKnight Designs' proposals for offering various services, as listed on line at http://www.worldwidewebcreations.com

The specific Plan(s) for services to be provided to Customer shall be established by correspondence between DesertKnight Designs and Customer. Such Plan(s) shall be deemed incorporated by reference into this agreement. DesertKnight Designs and Customer shall retain copies of such Plan(s) for future reference. On-line changes made by DesertKnight Designs to any Plan shall not change the terms of the Plan(s) accepted by Customer, unless such changes do not adversely affect the services provided to Customer under the prior Plan(s).

B. At Customer's request, DesertKnight Designs will acquire an Internet Second-Level Domain Name ("SLD"), from registrar only, on behalf of Customer. Such a request by Customer and/or Customer's acceptance or use of the SLD obtained by DesertKnight Designs shall in all cases constitute Customer's waiver of any and all claims which it may have, or which may later arise, against DesertKnight Designs for any loss, damage, claim or expense arising out of, or related to, the acquisition, registration, and/or use of such SLD. Any costs of DesertKnight Designs in obtaining or maintaining a domain name for Customer or its customers shall be immediately reimbursed to DesertKnight Designs upon invoice from DesertKnight Designs to Customer.

4. RULES AND REGULATIONS

From time to time DesertKnight Designs may impose reasonable rules and
regulations regarding the use of its services. Such rules and regulations are currently called Acceptable Use Policies (AUPs) and are posted on the Internet at http://www.worldwidewebcreations.com. Such AUPs are incorporated by reference into this agreement.

5. LIMITED 14-DAY MONEY-BACK GUARANTEE; DISCLAIMERS OF WARRANTY;
LIMITATIONS ON DesertKnight Designs' OBLIGATIONS AND LIABILITIES

A. DesertKnight Designs offers a 14-day money-back guarantee on each Plan. If
Customer is not completely satisfied with the Plan within the first 14 days, Customer may cancel this agreement by notifying DesertKnight Designs submitting the online cancellation form at worldwidewebcreations.com/cancellation_form.htm. In such case Customer will receive a full refund of any amounts paid pursuant to this agreement, less any setup fees and design and/or promotion service fees for work performed. If customer cancels account prior to 12 month contract end discounts applied to plans with other plans incorporated are not valid and design/service charges will be billed at full rates and hosting refunds prorated to time data is stored on DesertKnight Designs server before online cancellation form is completed. Setup fees will be refunded only if (1) Customer cancels this agreement prior to account activation, or (2) the domain name requested by Customer is not available.

B. After the initial 14-day period, services provided by DesertKnight Designs
to Customer shall be deemed accepted for all purposes 14 days after the provision of such services, if no written claim or objection regarding such services has been received by DesertKnight Designs by using the online cancellation form within the 14-day period. No claim related to such accepted services may be raised at a later date.

C. DesertKnight Designs' liability to Customer hereunder is limited to the amount paid to and received by DesertKnight Designs for services not accepted. DesertKnight Designs is proud of its record in providing state-of-the-art, reliable services, and will use its best efforts to maintain performance at the high level to which its customers have become accustomed, but DesertKnight Designs MAKES ABSOLUTELY NO
WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. DesertKnight Designs CANNOT GUARANTEE CONTINUOUS SERVICE, SERVICE AT ANY PARTICULAR TIME, INTEGRITY OF DATA STORED OR TRANSMITTED VIA ITS SYSTEM. NEITHER DesertKnight Designs NOR ANYONE ELSE INVOLVED IN PROVIDING SERVICES PURSUANT TO THIS AGREEMENT WILL BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY CLAIMS OR DAMAGES OF ANY KIND (DIRECT, CONSEQUENTIAL, SPECIAL, OR ANY OTHER) THAT ARISE OUT OF THE USE OR INABILITY TO USE SUCH SERVICES, whether or not resulting from fault or negligence on DesertKnight Designs' part, even if DesertKnight Designs has been advised as to the possibility of such damages. Some jurisdictions may prohibit certain disclaimers, so the above disclaimers may not apply. Customer's local jurisdiction's laws will apply only to the extent they override this agreement.

E. Customer will take all necessary measures to preclude DesertKnight Designs
from being made a party to any lawsuit or claim regarding DesertKnight Designs services provided to Customer. Customer hereby agrees to indemnify and hold
harmless DesertKnight Designs from any and all such lawsuits or claims.

6. PROPERTY RIGHTS

DesertKnight Designs owns all right, title and interest in and to DesertKnight Designs' trade names, service marks, inventions, copyrights, trade secrets, patents, and know-how relating to the design, function, or operation of Plans and of the hardware and software systems and resources necessary to provide the individual service elements of which they consist. This agreement does not constitute a license to Customer to use DesertKnight Designs' trade names or service marks. Any such license must be the subject of a separate written agreement.

7. PRIVACY

A. DesertKnight Designs will not sell, and will not knowingly disclose, its customer lists or customer email or listserv address lists (although it cannot guarantee that such information will never be found out). DesertKnight Designs will cooperate with those attempting to minimize net abuse, and reserves the right to institute "filters" or other mechanisms as part of its efforts to reduce net abuse.

B. DesertKnight Designs will not monitor or disclose Customer's private email
messages unless required to do so by court order or law, but DesertKnight Designs will cooperate with law enforcement authorities and will notify such authorities if it suspects that Customer is engaged in illegal activities.

8. CONFIDENTIALITY

Customer acknowledges that by reason of its relationship with DesertKnight Designs
hereunder, it may have access to certain information and materials relating
to DesertKnight Designs' business plans, customers, software technology, and marketing strategies that is confidential and of substantial value to DesertKnight Designs, which value would be impaired if such information were disclosed to third parties. Customer agrees that it will not use in any way for its own account nor
for the account of any third party, nor disclose to any third party, any such information revealed to it by DesertKnight Designs. Customer further agrees that it will take every reasonable precaution to protect the confidentiality of such information. In the event of termination of this agreement, Customer shall not disclose any such confidential information in its possession, and shall return all confidential materials to DesertKnight Designs or destroy them, at DesertKnight Designs' option. The provisions of this section shall survive the termination of
this agreement. Upon any breach or threatened breach of this section, DesertKnight Designs shall be entitled to injunctive relief.

9. RELATIONSHIP OF THE PARTIES; NATURE OF AGREEMENT

The relationship between DesertKnight Designs and Customer is that of vendor and
vendee. The parties shall not be construed as being joint venturers, franchiser/franchisee, or employer/employee.

Even if Customer is an individual, this agreement is a commercial agreement entered into for business purposes, not a consumer agreement. Customer has no authority, apparent or otherwise, to contract for or on behalf of DesertKnight Designs, or in any other way legally bind DesertKnight Designs in any fashion, nor shall Customer be authorized to make any representations about DesertKnight Designs or its services other than to set forth the contents of this agreement, of any Plan(s) contracted for, and of any rules and regulations promulgated by DesertKnight Designs from time to time.

10. DISPUTES

The parties shall attempt to resolve all disputes arising out of this agreement in a spirit of cooperation and with a problem-solving mindset, without formal proceedings. Any dispute which cannot be so resolved (other than the collection of money due on unpaid invoices, and other than the injunctive relief referred to in paragraph 8) shall be subject to binding arbitration upon written demand of either party. Arbitration shall take place in Tucson, Arizona, or at another location if the parties so agree. The arbitration shall take place before an arbitration panel chosen as follows: The parties shall each choose an arbitrator, and the two arbitrators shall choose a third arbitrator and determine the third arbitrator's compensation. Each party shall have one veto over the choice of the third arbitrator. The three arbitrators shall schedule an informal proceeding, hear the arguments, and decide the matter by secret majority vote. Unless the arbitrators decide otherwise, each party shall pay the costs of its own arbitrator, and shall pay half of the other costs of the arbitration proceeding. Each party shall have the right to have the proceedings transcribed. The arbitrators shall not have the authority to award punitive damages or any other form of relief not contemplated in the contract. The majority of arbitrators shall render a written opinion setting forth the basis on which they arrived at the decision regarding each issue submitted to arbitration; the dissenting arbitrator, if any, shall not issue or reveal a dissenting opinion. Regarding each issue submitted to arbitration, the decision shall be final and binding only to the extent it is accompanied by a written explanation of the basis upon which it was arrived at. Judgment upon the award, if any, rendered by the arbitrators may be entered in any court having jurisdiction thereof. Should any legal action permissible under this agreement be instituted to enforce the terms and conditions of this agreement, in particular the right to collect money due on unpaid invoices, the prevailing party shall be entitled to recover reasonable attorney's fees and expenses incurred at both the trial and appellate levels.

11. TERM, TERMINATION

A. Initial term. Unless otherwise terminated as set forth herein, this agreement shall be effective for twelve month terms and renewed automatically.

B. Automatic renewal. This agreement shall be renewed automatically for subsequent terms of the same length unless, at least thirty (30) days prior to the next renewal date, one party gives notice of non-renewal to the other. If, prior to the renewal date, DesertKnight Designs tenders to Customer a copy of DesertKnight Designs' then-current Customer Agreement with notice that renewal is conditioned on Customer's agreement thereto, any renewal by customer will be deemed to be an acceptance of the terms contained in such subsequent Customer Agreement, rather than a renewal pursuant to the terms contained herein. Upon automatic renewal of this Agreement, the Plan(s) accepted by Customer shall be deemed to be the then-current Plan(s) most closely resembling Customer's prior accepted Plan(s), provided that such subsequent Plan(s) shall be at least as favorable to Customer as any prior Plan(s).


C. Termination. This agreement may be terminated in any of the following ways:

1. By DesertKnight Designs,

(a) upon thirty (30) days' written notice to Customer, if in the sole judgment of DesertKnight Designs, Customer breaches any material and substantial provision of this agreement and has not cured by the end of the 30 days.

(b) immediately upon written notice to Customer, in the event that

1. Customer, in the sole judgment of DesertKnight Designs, violates the AUPs, in which case DesertKnight Designs may either terminate this agreement, or suspend it pending discussions with Customer.

2. Any bank draft or check delivered by Customer to DesertKnight Designs in payment for Products is returned unpaid and Customer fails to remedy such nonpayment within five business days;

3. Customer becomes more than sixty (60) days in arrears in payment of its account with DesertKnight Designs;

4. There are instituted bankruptcy or insolvency proceedings against Customer, which are not vacated within sixty (60) days from the date of filing;

5. Customer institutes voluntary bankruptcy or insolvency proceedings, or otherwise admits insolvency;

6. Customer makes an assignment of all or part of its assets for the benefit of creditors;

7. Customer assigns or attempts to assign all or any part of this Agreement without DesertKnight Designs' prior written approval; or

8. Customer fails to inform DesertKnight Designs in writing immediately on the happening of any event specified in this section;

2. By Customer,

(a) immediately upon giving written notice to DesertKnight Designs, if

1. There are instituted bankruptcy or insolvency proceedings against DesertKnight Designs, which are not vacated within sixty (60) days from the date of filing;

2. DesertKnight Designs institutes voluntary bankruptcy or insolvency proceedings, or otherwise admits insolvency;

3. DesertKnight Designs makes an assignment of all or part of its assets for the benefit of creditors; or

4. DesertKnight Designs fails to inform Customer in writing immediately on the happening of any event specified in this section.

The provisions of paragraph 6, 8, 10, 13, 14, and 15 survive any termination of this agreement. Should termination occur for any of the reasons set forth in 11.C.1.(a); or in 11.C.1.(b) (1), (2), or (3), Customer will be responsible for paying the costs of enforcing any unpaid obligations to DesertKnight Designs, including reasonable attorney fees.

12. NONASSIGNABILITY

Customer's rights and obligations under this agreement may not be transferred or assigned directly or indirectly without the prior written consent of DesertKnight Designs, which consent shall not be unreasonably refused. DesertKnight Designs' rights and obligations under this agreement may be transferred and assigned only if such transfer or assignment does not adversely affect the services provided to Customer hereunder.

13. PARTIAL INVALIDITY

If any provision of this agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect. DesertKnight Designs and Customer agree to renegotiate in good faith any term held invalid and to be bound by mutually agreed substitute provision.

14. APPLICABLE LAW, JURISDICTIONAL MATTERS

This agreement takes effect when accepted by DesertKnight Designs in Arizona. It
is to be governed by and construed under the laws of the State of Arizona and the United States of America. The federal and state courts of the State of Arizona shall have exclusive jurisdiction to adjudicate any non-arbitral dispute arising out of this agreement. Customer hereby expressly consents to (1) the jurisdiction of the courts of Arizona and (2) service of process being effective upon it by registered mail sent to the address set forth at the beginning of this document, as may be changed from time to time by written notice actually received by DesertKnight Designs. Unless prohibited by the law of Customer's jurisdiction, Customer waives any requirement that service of process or of any documents be made upon it pursuant to the provisions of the Hague Convention.

15. NOTICES

Except with respect to service of process as set forth in paragraph 14, all notices may be sent by email, fax, or express mail to the email address, fax number, or address most recently provided and will be effective upon transmission. Evidence of successful transmission shall be retained.

16. ENTIRE AGREEMENT; MODIFICATIONS

This agreement sets forth the entire agreement and understanding between the parties and merges all prior discussion between them. DesertKnight Designs may make changes to this agreement upon thirty (30) days' written notice to Customer, advising of the change and the effective date thereof, or by posting them live on the web at worldwidewebcreations.com. Utilization of DesertKnight Designs services by Customer and/or its Customers following the effective date of such change shall constitute acceptance by Customer of such change(s). Otherwise, this agreement may not be modified except by the of written consent of both parties.