Access Services Agreement

These terms and conditions and all supplements ("Agreement"), constitute a binding contract between you and Information Logistics. Please take time to review them for they explain Information Logistics' obligations to you, and your obligations to Information Logistics when you use any of Information Logistics' Services. By using any of these Services, you agree that your use of the Services and your access to the Internet and other products and services of Information Logistics and its subsidiaries are being provided in consideration of your agreement to abide by these following terms and conditions. They should be reviewed now and prior to each session because changes are made to them from time to time. For all purposes hereof, the term "Services" means and comprises all of Information Logistics' products and services including, but not limited to, any one or more of the following: Internet access, Internet services (web, ftp, e-mail, e-mail filtering, etc.), dedicated and dial-up circuits and services, network design and services, network monitoring and security devices and services, web hosting, web design, web and other filtering services, WebMail, e-mail forwarding, e-mail archiving, filtering, search and retention services, e-discovery services, domain registration, training and consulting, technical support, data storage and transmission, use of electronic commerce and related services.

A. Material Terms

I. Terms of Agreement.

To make your use of the Information Logistics' Services as enjoyable as possible, in addition to the terms and conditions of this Agreement, Information Logistics requires its subscribers to abide by the rules of conduct described in Information Logistics' Online and Miscellaneous Policies ("Information Logistics' Online Policies"). You agree to abide by Information Logistics' Online Policies and agree that those policies are incorporated into this Agreement by reference. Take the time to familiarize yourself with those policies and any changes that may be made to them from time to time.
Information concerning services, rates, and surcharges for using the Services, may be found at Information Logistics' website (www.infologisticscorp.com) or may be obtained by calling Information Logistics' Customer Service at 1-800-317-9560. It is your obligation to review the information on this website on a regular basis as you are responsible for knowing its content.
You agree that Information Logistics may: (1) revise the terms and conditions of this Agreement; (2) revise its billing rates and account surcharges; and, (3) revise the services provided under this Agreement at any time. Any such revisions will be binding and effective immediately on posting the revised Agreement on Information Logistics' home page, or on notification to you by e-mail or United States mail.
You agree to review this Agreement and the Online Policies periodically to be aware of any revisions.
You agree that, by continuing to use the Access Services following notice of any revision to the Agreement or the posting of the revised Agreement on the Information Logistics website (www.infologisticscorp.com ), you accept any such revisions and agree to abide by any such revisions.
Information Logistics reserves the right to distribute informative emails to our subscribers on an ad hoc basis that it feels is pertinent to the quality of our service. These announcements are predominately informative in nature and often provide our subscribers with notification describing changes, upgrades, and other critical information pertaining to this evolving medium.

II. Registration Information.

You agree to provide Information Logistics with accurate, complete, and updated registration/customer information. If you do not provide Information Logistics with accurate registration information, you are not authorized to use the Services and your account may be terminated immediately.
YOU AGREE THAT BY USING THE SERVICES YOU REPRESENT THAT YOU ARE AT LEAST EIGHTEEN YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT.

III. Information Logistics' Services.

The Internet is not owned, operated, or managed by, or in any way affiliated with Information Logistics or any of Information Logistics' affiliates. The Internet is an international computer network of both Federal and non-Federal inter-operable packet switched data networks. Information Logistics cannot and will not guarantee that the Internet Services you contract for will provide Internet access that is sufficient to meet your needs. You agree that your use of the Services and the Internet is solely at your own risk and is subject to all applicable local, state, national and international laws and regulations.
You agree that Information Logistics retains the right, but not the obligation, to restrict or terminate your Services at any time, if Information Logistics, in its sole discretion, determines that you are in violation of this Agreement. You agree that, if Information Logistics determines that you are in violation of this Agreement, any restriction or termination of your Services will be effective immediately, without prior notice. You agree that Information Logistics will have no liability to you for any restriction or termination of your Services pursuant to such violation.
You agree that if Information Logistics terminates your account as a result of your violation of Information Logistics' Online Policies, you forfeit any right to a refund of any prepaid account charges, such forfeiture being agreed to by you and Information Logistics as liquidated damages and not as a penalty. You further agree that if you violate Information Logistics' Online Policies, Information Logistics may refuse to accept any application for renewal or re-subscription following cancellation.
You are responsible for verifying each time that the phone number you are calling the Internet through or using to access any of Information Logistics' other Services (including, but not limited to, telephony and Voice Over IP services), is a local and/or non-toll access number to you under the calling plan or contract with your telephone company. So that there can be no misunderstanding, you specifically agree that any telephone charges associated with your access to the Internet and other Services with Information Logistics are solely your responsibility. Any local number look-up features or recommendations by Information Logistics' employees as to local numbers are mere suggestions that may not be accurate. Thus, in every instance, the number and whether it is local and non-toll must be confirmed by you with your telephone company. INFORMATION LOGISTICS DOES NOT REIMBURSE OR PAY ANY TELEPHONE CHARGES FOR ANY REASON INCLUDING, BUT NOT LIMITED TO, A CLAIM THAT THE NUMBER WAS REPRESENTED AS BEING LOCAL OR TOLL FREE. WE REITERATE, IT IS CUSTOMER'S SOLE RESPONSIBILITY TO INVESTIGATE AND INSURE THAT THE NUMBER BEING CALLED IS LOCAL AND TOLL FREE.
You agree and understand that the connection speeds stated by Information Logistics and/or appearing in Information Logistics' literature are based upon the specifications of the access equipment that Information Logistics has installed at the POP (point-of-presence) location. The actual speed attained by you is dependent on many factors, most of which are outside of Information Logistics' control. For example: the status and condition of the telephone circuit between your computer and the telephone central office that serves you; the equipment installed at the telephone central office; the status and condition of the Internet site you are accessing and the Internet service provider that serves that site; the number of other users throughout the world accessing that remote site at the time; the status and condition of the circuit at that remote site; the bandwidth serving the remote site; the congestion of the Internet in general; and your particular hardware and its configuration. For these and many other reasons, actual connection speeds are not and cannot be guaranteed by Information Logistics.
E-MAIL FILTERING IS PROVIDED AS AN OPTIONAL SERVICE FOR THOSE CUSTOMERS OF INFORMATION LOGISTICS THAT DESIRE AND ELECT TO USE IT. IT IS NOT PERFECT AND WILL UNDOUBTEDLY FILTER OUT WANTED MAIL AT TIMES; FAIL TO FILTER OUT UNDESIRABLE MAIL; AND MAY EVEN RESULT IN THE LOSS OF MAIL. IT MAY ALSO AFFECT THE FUNCTIONALITY OF YOUR COMPUTER AND/OR NETWORK. IT IS PROVIDED "AS IS" AND ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL INFORMATION LOGISTICS, ITS EMPLOYEES, SHAREHOLDERS,OFFICERS, OR DIRECTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; LOSS OF BUSINESS OPPORTUNITY; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SERVICE, EVEN IF INFORMATION LOGISTICS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
Information Logistics' Virus Protection Policy. Computer viruses are spread by many means including e-mail, LAN/WAN connections, and application programs on disks, CDs or other media. Because of this, Information Logistics strongly recommends that customers install and regularly run up-to-date anti-virus software to protect themselves against viruses and avoid their spread to other computers and networks.

Information Logistics takes a proactive approach to e-mail attachment viruses. As part of Information Logistics' service, Information Logistics currently provides an anti-virus email filter that scans inbound e-mail attachments in real time as they pass through Information Logistics' mail servers. If a virus is detected, the cleaned e-mail without the virus-infected attachment is sent to the intended recipient. This message contains wording such as "IMPORTANT NOTICE: A Virus has been found and removed from this e-mail" which advises that a virus has been found and deleted.

In certain instances, where Information Logistics is unable to isolate and remove the virus, the e-mail itself may be deleted along with the virus.

This service is provided at no additional charge to Information Logistics customers. There is, however, no guarantee or representation that we will be able to stop all known e-mail viruses or that there will not be false positives from time to time resulting in the loss of non-virus infected attachments and even the e-mail itself. For that reason, Information Logistics makes it clear that IN NO EVENT SHALL INFORMATION LOGISTICS, ITS EMPLOYEES, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; LOSS OF BUSINESS OPPORTUNITY; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SERVICE, EVEN IF INFORMATION LOGISTICS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Once again, properly maintained up-to-date anti-virus software on your own computer will provide the best protection and also detect viruses from sources other than e-mail attachments.

For technical and business reasons that may arise, Information Logistics expressly reserves the right to disable virus filtering and/or change this policy from time to time without notice to customer.

IV. Content of Communications.

Information Logistics' Services provide you access to information, communications, software, photos, video, graphics, music, sounds and other material and services located both on Information Logistics' computer servers and on the Internet ("Content"). You agree that you must evaluate and bear the risks associated with the subject matter, accuracy, completeness or usefulness of any Content available to you on or through the Services.
You agree that Information Logistics has the right, but not the obligation, to remove Content from Information Logistics' computer servers (and servers on Information Logistics' network) which Information Logistics, in its sole discretion, determines to be in violation of this Agreement or Information Logistics' Online Policies.
You understand and agree to the fact that, as a matter of policy, Information Logistics does not pre-screen Content placed on Information Logistics' computer servers by any of its subscribers. Information Logistics does not have the practical ability to monitor, review, or restrict, prior to its transmission, Content on Information Logistics' servers which may violate this Agreement or Information Logistics' Online Policies. In addition, Information Logistics cannot ensure the prompt editing or removal of any Content which may violate this Agreement or Information Logistics' Online Policies after such Content has been posted on Information Logistics' servers.
The Internet provides access to individuals who are not Information Logistics subscribers. Information Logistics does not have the capability to monitor, review, or restrict any Content made available by third parties on the Internet, nor to edit or remove any such Content after its posting on the Internet.
Please be advised that, despite Information Logistics' efforts, you may receive Content which you consider to be inaccurate, defamatory, or otherwise offensive. You agree that Information Logistics will not be liable for any action or inaction with respect to any Content posted on or through the Services and the Internet.
Furthermore you agree and understand, that although Information Logistics may provide (at no cost or otherwise) web filtering and/or other filtering services, Information Logistics cannot and does not make any warranties or representations whatsoever regarding the effectiveness of these systems, the Content so filtered, and whether they are suitable for any particular application.
Information Logistics specifically reserves the right to make all decisions concerning its network and Services including, but not limited to: the location of POP's and other access points; the equipment to be installed at each POP and access point (including access equipment speeds and protocols); the deployment of upgrades and technologies; caching; backup procedures and policies (if any); and data retention policies.
It is Customer's exclusive responsibility to maintain backup copies of all web sites, content, files, mail and all other material and data that it may transmit over the Internet, store on any of Information Logistics' servers or servers under Information Logistics' control, and/or provide to Information Logistics for any reason whatsoever. UNDER NO CIRCUMSTANCES SHALL INFORMATION LOGISTICS BE LIABLE OR RESPONSIBLE TO CUSTOMER OR ANY OTHER PARTY FOR LOST OR DESTROYED DATA AND FILES EVEN IF SAME WAS DUE TO INFORMATION LOGISTICS' NEGLIGENCE.

V. Copyright and Other Rights.

The Services provide access to Content that is protected by copyrights, trademarks, intellectual property rights, and other proprietary rights ("Rights") of independent third parties who make such Content available on or through the Services.
You agree that your use of Content shall be governed by and be in accordance with all applicable laws and regulations, and by the specific restrictions placed on such Content by the owners or licensors of the Rights in such Content.
You agree not to post or transmit Content that is subject to another party's Rights, on or through the Services, without that party's express permission. Such posting or transmitting: (1) will result in termination of this Agreement; and, (2) may result in civil or criminal liability.
You agree to upload to software files, message boards, social networking sites or otherwise post or transmit on or through the Services, only such Content that is not subject to any Rights, unless you have received express authorization to distribute such Content on or through the Services by the holder of such Rights.
You agree that by posting or transmitting Content to any public area (such as public chat rooms, social networking sites, message boards, newsgroups, webspace or software libraries) you are requesting Information Logistics to make that material available to other Internet users and that such access will result in copies of your Content being transmitted to others. In order to permit Information Logistics to publish your Content, you automatically grant, or represent that the owner of any such Content has expressly authorized you to grant, Information Logistics a royalty-free, perpetual, irrevocable, non-exclusive right and license to reproduce, publish, distribute, perform and display such Content (in whole or in part) worldwide to service your request.

VI. Miscellaneous.

You agree that your use of the Access Service provides you access to proprietary features of Information Logistics' Service and of software provided by Information Logistics' licensors.
This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. It may be amended only as set forth in Section A.I above. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE CONTAINED IN YOUR PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by and construed under New Jersey law as such law applies to agreements between New Jersey residents entered into and to be performed within New Jersey, except as governed by Federal law, excluding its conflicts of law rules. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded, exclusively subject matter jurisdiction and personal jurisdiction shall be in the Superior Court of Camden County, New Jersey. Exclusive venue for all disputes shall be in the Superior Court of Camden County, New Jersey and all courts to which appeals may be taken from the Superior Court of Camden County, New Jersey.
U.S. GOVERNMENT RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer-Restricted Rights clause at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR Supplement. Contractor/manufacturer is INFORMATION LOGISTICS, 2500 McClellan Ave, Suite 410, Pennsauken, NJ 08109. If you are a unit or agency of the Government or are acquiring the Software and Documentation for any such unit or agency, the following apply:

(a) If the unit or agency is the Department of Defense ("DOD"), the Software and Documentation are classified as "commercial computer software" and "commercial computer software documentation", respectively, and, pursuant to DFAR Section 227.7202, the Government is acquiring the Software and Documentation in accordance with the terms of this Agreement.

(b) If the unit or agency is other than DOD, the Software and Documentation are classified as "commercial computer software" and "commercial computer software documentation", respectively, and pursuant to FAR Section 12.212, the Government is acquiring the Software and Documentation in accordance with the terms of this Agreement.
Customer acknowledges and agrees that any and all Services are subject to a credit review from time to time and that any application for Services is not binding upon Information Logistics until accepted by Information Logistics. In performing any credit review, Information Logistics may use any information obtained from Customer or from any credit reporting agencies and services.
Information Logistics reserves the right to assign any one or more of the Agreements and/or the services and obligations provided there under. In the event of an assignment, Customer acknowledges and agrees that assignee will be solely responsible for all performance and obligations from the date of assignment forward.
If after billing and/or payment it is determined that at an error was made or that billing elements such as applicable taxes were omitted, it is understood and agreed by Customer that the appropriate adjustment may be made and a corrected invoice will be processed for payment of any balance due in accordance with normal billing procedures.

VII. No Warranty.

You agree that your use of the Services, the Software, and the Internet is solely at your own risk. You agree that the Services and the Software is provided on an "as is," "as available" basis without warranties of any kind, either express or implied unless such warranties are legally incapable of exclusion. INFORMATION LOGISTICS MAKES NO EXPRESS WARRANTY AND ALL OTHER WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY EXCLUDED TO THE FULLEST EXTENT POSSIBLE BY LAW. NO DEALER, AGENT, OR EMPLOYEE OF INFORMATION LOGISTICS IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS OR ADDITIONS TO THIS WARRANTY.
With regard to all Services provided by Information Logistics, Customer and Information Logistics agree that Information Logistics disclaims and is not responsible or liable for any direct, indirect, or consequential loss or liability (including specifically personal injury) resulting from any acts (or failures to act) of Information Logistics and/or its employees, including, but not limited to: (1) loss of data; (2) loss of software or hardware; (3) loss of business or business opportunity; (4) loss or liability resulting from access delays or access interruptions; (5) loss or liability resulting from computer viruses; (6) loss or liability resulting from data non-delivery or data miss-delivery; (7) any other loss or liability resulting from the negligent acts and/or omissions of Information Logistics or Information Logistics' subscribers; (8) loss and liability resulting from any errors, omissions, or misstatements in any and all information, goods, or services obtained on or through the Access Service; (9) loss or liability resulting from partial or total loss of Services; (10) loss or liability of any kind or nature whatsoever in anyway related to telephone company or line charges; (11) personal injury, personal or business losses or interruptions, emotional injury, and/or consequential damages; and, (12) loss or liability resulting from acts of God. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL INFORMATION LOGISTICS OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, OR FOR ANY OTHER DAMAGES WHATSOEVER EVEN IF INFORMATION LOGISTICS SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. This limitation of liability shall apply to all liability for death or personal injury to the extent applicable law permits such limitation.
You agree that Information Logistics' entire liability, and your exclusive remedy, with respect to your use of the Services, performance and acts (or inaction) by Information Logistics, your use of the Software, and any breach of this Agreement is solely limited to (and in no event shall exceed under any legal or other theory of recovery) the amount you paid to Information Logistics to use the specific part of the Services giving rise to said liability. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states, Information Logistics' liability is limited to the extent permitted by law.

VIII. Indemnification.

You agree to defend, release, indemnify, and hold Information Logistics, its affiliated companies and licensors, shareholders, directors and employees, harmless from all liabilities, claims and expenses, including without limitation, reasonable attorneys' fees, arising from breach of the Agreement, by use of, or in any way directly or indirectly related to any Services, or connection with, the posting or transmission of any content by or through your account or the Services being provided.
You agree that Information Logistics has the right, but not the obligation, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you pursuant to Paragraph 1 of this section VIII. In such event, you shall have no further obligations pursuant to Paragraph 1 of this section VIII.

IX. Termination.

You agree that Information Logistics may terminate this Agreement and any Services with or without cause at all at any time.
You agree that your only right with respect to any dissatisfaction with any: (1) Agreement term, policy, or practice of Information Logistics in the operation of or relating to any one or more of the Services; (2) Content available on or through the Services or change therein; (3) of the Services; or (4) amount or type of fees or billing methods, or change therein, is to terminate this Agreement in accordance with its terms.
You agree that Information Logistics has the right, but not the obligation, to delete all programs, data, or other files on Information Logistics' computer servers that are associated with your account at the time of termination.
Only the person whose name is on the account is authorized to: (1) use the account or Services with the exception of authorized additional POP mail boxes which may be used by the person or entity to whom they are assigned; (2) Change User ID and/or Password; or (3) Cancel an existing account.
You understand and agree that some restrictions may apply to your user ID selection and password selection.
The following are non-refundable: Web Design/Publishing Fees, Domain registration fees, Static IP charges, Sub Class C charges and Class C Charges, set-up fees, equipment fees, technical consulting fees, dispatch fees, development fees, telephone company or line charges, and shipping and handling charges.
A breach by Customer of any one or more of the Agreements shall, at Information Logistics' option, be treated as a breach of all of the Agreements. In said event, Information Logistics shall be under no further obligation to Customer to deliver any Services. It is understood and agreed that Sections V through and including X of "Information Logistics' Services Agreement" survive termination of the Agreement.
Please refer to Section VII of Information Logistics' "Online and Miscellaneous Policies" titled "Account Charges" for the procedure governing cancellation of services by Customer.

X. Law.

You agree that this "Agreement", which includes all supplements and "Information Logistics' Online and Miscellaneous Policies" comprise the entire understanding between Information Logistics and you, and that together they supersede any prior agreements between you and Information Logistics with respect to the subject matter of these agreements and Services rendered by Information Logistics.
You agree that, if any portion of the Agreement is held invalid or unenforceable, that portion will be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties, and the remaining portions will remain in full force and effect. The Agreement, except for the Section B of the Web Hosting and E-Commerce Supplement titled "E-Commerce" which is subject to California law, will be governed by the laws of the State of New Jersey, excluding its conflicts of law rules. You and Information Logistics each submit to the exclusive subject matter jurisdiction and personal jurisdiction, in the courts of the State of New Jersey. Exclusive venue for all disputes shall be in the Superior Court of Camden County, New Jersey and all Courts to which appeals may be taken from the Superior Court of Camden County, New Jersey.

B. Information Logistics' Online and Miscellaneous Policies

Information Logistics' dedication to customer service means that Information Logistics strives to maintain the Services that provide Information Logistics' customers with an enjoyable experience, an experience that is free from interference by persons who use the Services in an improper or unlawful manner.

Information Logistics' Online Policies address frequently asked questions regarding proper online conduct. These policies include information on: Information Logistics' Account Charges; the Content of the Online Material that you may find on or through the Internet; purchasing Online Goods and Services through the Internet; and how to report complaints regarding the online conduct of another by using Information Logistics' Complaint Response Procedures.

Information Logistics' Online Policies, including the following list of Prohibited Activities, are part of your subscriber agreement. If you restrict or inhibit any other subscribers' use or enjoyment of the Services by engaging in any of the activities prohibited below, Information Logistics may suspend or terminate your account. As explained in your subscriber agreement, your use of Information Logistics' Services must be governed by all applicable laws and regulations, including all applicable local, state, national, and international laws and regulations. In addition to other applicable laws, this includes all laws relating to copyright, trademark, obscenity, and defamation, the right of privacy, false advertising, and fraud.

In addition to such laws and regulations, when using the Services you must use your best efforts to avoid interfering with any other person's use and enjoyment of the Services. You must also ensure that your use of the on-line Services is governed by the rules of proper Internet conduct.

Please use your best judgment, be respectful of other subscribers, and take the time to review the activities listed below. These activities are not proper conduct and are prohibited activities that violate Information Logistics' Services Agreement. Following these rules will ensure that everyone has an enjoyable experience while using the Services.

I. Interactive Use

Use of the on-line Services by non-dedicated access Customers must be "interactive." For all purposes of these On-line Policies and the Services Agreement, Customer agrees and understands that "interactive" means that, (1) Customer must be physically present in front of the computer or terminal; and, (2) Customer must, at least once every twenty (20) minutes, enter a command by direct physical contact with the computer keyboard or mouse.
Since abusers of the above policy affect the network to the detriment of all other users, it is important that they be identified. To do so, Information Logistics has instituted a policy whereby users that average over fifty hours during any five-day period (i.e. - more than 10 hours a day on average for five consecutive days) are temporarily removed from the active authentication database. Once account usage falls below this value, authentication is automatically reinstated. This formula was chosen since ten hours of usage a day for five or more days is indicative of non-interactive use. There may be unique circumstances where usage is interactive despite the above pattern. If a Customer believes that to be the case, they should contact technical support and give as much detail as possible to substantiate that their use is in compliance with Information Logistics' policies. In addition, first time offenders will, in most cases, be given a second opportunity to abide by the above by contacting technical support.
Irrespective of any specific guidelines established from time to time, if Information Logistics has reason to believe that a Customer is not using the Services on an "interactive" basis then, in that event, Information Logistics may, at its sole option, and without further notice, cancel Customer's access, or suspend Customer's access until such time as Customer proves to Information Logistics' sole satisfaction that Customer's use of the Services was in fact "interactive" at all times. Furthermore, if the connection to Information Logistics' Services has no real time activity directly from the user for a period of 20 minutes, Information Logistics may disconnect services and end the session.

II. Prohibited/Abuse Activities.

For purposes of the Prohibited Activities, the term "information" means material of any type capable of being posted or transmitted on or through any one or more of the Services, including material in print, graphic, audio or pictorial form. When using the Services:

Defamation. You agree not to post or transmit any information in violation of any applicable law.
You agree that Information Logistics has the right, but not the obligation, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you pursuant to Section A.VII.1.. In such event, you shall have no further obligations pursuant to Section A.VII.1

III. Termination.

You agree that Information Logistics may terminate this Agreement and any Services with or without cause at all at any time.
Fraud. You agree not to post or transmit any fraudulent information on or through the Services. This means any information that you know or have reason to know is false, and that you intend for others to rely on.
False Advertising. You agree not to post or transmit on or through the Services any advertising or promotional materials that contain false, deceptive, or misleading statements, claims, or representations.
Unsolicited Advertising. You agree not to post or transmit any unsolicited advertising, promotional materials, or other forms of solicitation to other Subscribers, individuals, or entities, except in those areas (e.g., a classified newsgroup) that are designated for such a purpose.
Copyright Violations. You agree not to post or transmit on or through the Services any information that infringes another person's or entity's copyright in all or any part of the information.
Trademark, Service Mark, and Trade Dress Violations. You agree not to post or transmit on or through the Services any information that infringes another person's rights in its trademark, trade dress, or service mark.
Trade Secret Violations. You agree not to post or transmit on or through the Services any information that reveals trade secrets belonging to another person, business, service, or other entity.
Obscenity. You agree not to post or transmit any obscene or sexually explicit images or other content on or through the Services.
Harassment, Threats, and Abuse. You agree not to use the Access Services to harass, threaten, abuse, embarrass, or cause distress, unwanted attention, or discomfort to any person or entity, by any means, including the use of vulgar, hateful, racially, ethnically, or otherwise objectionable information.
False Pretenses. You agree to not use the Services to impersonate any person, including but not limited to, any Information Logistics official or any information provider, guide, or host, or communicate under a false name or a name that you are not entitled or authorized to use in all forms of on-line communication, including, but not limited to, screen names, subscriber profiles, chat dialogue, and message posting.
Chain Letters. You agree to not post or transmit chain letters, and/or letters or messages that offer a product or service based on the structure of a chain letter, on or through the Services.
Inappropriate Content. You agree not to post or transmit on or through the Services information that is patently inappropriate material, e.g., information or topics not related to the topics focused on by the participants in a particular news group or mailing list.
Scrolling. You agree not to cause the screen to "scroll" faster than other Subscribers or users are able to type to it, or any action to a similar disruptive effect on or through the Services.
Disruptive Activities. You agree not to use the Services to disrupt the normal flow of on-line dialogue, or otherwise act in a manner that negatively affects other Subscribers, users, individuals, or entities.
Violations of Service Providers' Rules. You agree to not use the Access Services to violate any operating rule, policy, or guideline of any other online service provider or interactive service.
Multiple Access. You agree that this Agreement is not transferable. You agree not to simultaneously access the Services for more than one session at any time.
Abuse of Information Logistics' Procedures. You agree not to make false or unverified complaints against any Information Logistics subscriber, or otherwise abuse any of Information Logistics' Complaint Response Procedures.
Systems Abuse. You agree not to abuse Information Logistics' system by causing any harm to the system so that it inhibits other users' ability to effectively use the system.
Spam. Post or cross post, regardless of content, of the same message to 20 or more newsgroups or individuals.
Unauthorized Commercial Use. You agree and understand that personal (non-commercial) accounts may not be used for commercial purposes including, but not limited to: the sale of goods or services and/or the advertising of same; and, promotion of activities for which a fee is charged or compensation is sought. These accounts may, however, be used to conduct e-commerce personal to you where you are the purchaser. Furthermore, personal accounts may only be in the name of an individual. Corporations, partnerships, sole proprietors, and other business concerns must subscribe to a commercial account.
Miscellaneous. In addition to the foregoing, the following acts and conduct are also prohibited:
(a) Inappropriate use of IRC (Internet Relay Chat) is prohibited, on Information Logistics' server or any other server. This includes, but is not limited to, "bots" and "bot-like scripts," "clone bots", multiple connections, channel takeovers, harassment, and flooding;
(b) Attempting to circumvent user authentication or security of any host, network, or account on Information Logistics' network or the Internet at large ("cracking") is prohibited;
(c) Forging e-mail or USENET posting header information is prohibited;
(d) Sending large numbers of unsolicited email messages ("junk mail") is prohibited;
(e) Posting inappropriate messages to USENET newsgroups is prohibited. Inappropriate messages include, but are not limited to: posting large numbers of unsolicited posts indiscriminately ("spamming"), posting off-topic message(s) (i.e. movie reviews in soc.culture.spain), and posting encoded binary files to USENET newsgroups not specifically named for that purpose;
(f) Attempting to cancel, supersede, or otherwise interfere with email or USENET posts other than one's own is prohibited;
(g) Using an account at another provider to promote, in an abusive manner, services offered on Information Logistics' network or systems in prohibited; and,
(h) Using an Information Logistics account to collect replies to messages sent from another provider which violate these rules is prohibited.

IV. Content of On-Line Material.

Information Logistics' Services provide access to information, communications, software, photos, video, graphics, music, sounds, and other material and services located both on Information Logistics' computer servers and on the Internet ("Content"). You should be aware that the Internet contains Content, goods and services that you may find improper, obscene, or otherwise offensive. Such Content may not be appropriate for you or for any minors who may be accessing the Internet through your account.

As a matter of policy, Information Logistics does not pre-screen Content placed on Information Logistics' computer servers by any of its subscribers. Information Logistics does not have the practical ability to monitor, review, or restrict, prior to its transmission, Content on Information Logistics' servers which may violate Information Logistics' rules, nor can Information Logistics ensure prompt editing or removal of actually or potentially violating Content after such Content has been posted on Information Logistics' servers. You may, therefore, receive offensive and unsolicited Content that Information Logistics cannot control.

Although Information Logistics retains the right to remove Content from Information Logistics' computer servers that violates its subscriber agreement, the Services provide access to users who are not a part of Information Logistics. Information Logistics does not have the capability to monitor, review, or restrict any Content made available by third parties on the Internet, nor to edit or remove any such Content after its posting on the Internet.

Accordingly, Information Logistics cannot be responsible for any conduct, Content, goods, and services available on or through the Services. Information Logistics suggests that concerned parents consider using one of the commercially available programs capable of restricting access to sexually explicit material on the Internet. No parental control software, however, is perfect. Your use of such software is therefore solely at your own risk. Information Logistics makes no warranties or representations whatsoever as to the accuracy, completeness, or usefulness of any parental control software or service.

V. Privacy of Communications.

Information Logistics intends to respect its Subscribers' privacy and will not randomly monitor or disclose the contents of private e-mail, private chat room communications, social networking or other communications. However, you agree that Information Logistics has the right, but not the obligation, to monitor or disclose the contents of private communication, if Information Logistics, in its sole discretion, reasonably believes that such action is necessary: (1) to comply with applicable law or valid legal process; (2) to protect Information Logistics' rights, systems or network, and/ or property; or (3) in emergencies when a person's physical safety or property damage may possibly be at issue.

VI. On-Line Goods and Services.

Information Logistics does not control, provide, operate, or take responsibility for any Content, goods, or services available on or through the Services. You may receive blind opportunity advertisements, pyramid schemes, and other "get rich quick" schemes on or through the Services. These should be avoided or approached with ample skepticism.

All such Content, goods, and services are made available by independent third parties and are not part of Information Logistics or controlled by Information Logistics. Please remember that Information Logistics does not endorse, warrant, or guarantee the accuracy, completeness, usefulness, quality, or availability of any Content, goods, or services available on or through the Services, and your use thereof is solely at your own risk.

You should use your best judgment and exercise caution when purchasing a product through the Services. Information Logistics will not be a party to, or in any way be responsible for, monitoring any purchases or other transactions between you and any other persons providing Content, goods, or services on or through the Services. Information Logistics assumes no responsibility for any such transactions and will not mediate disputes relating to such transactions. Information Logistics disclaims any responsibility for any such transactions even where the Access Services feature or display a link to a particular World Wide Web site.

By using the Services you agree that neither Information Logistics nor its affiliates, officers, directors or employees shall be held responsible or liable, directly or indirectly, for any loss, liability of any nature, personal injury, consequential damages, emotional injury, or any other type or kind of damage caused, or alleged to have been caused by your use of, or reliance upon, any of the goods, services, features, or content available on or through the Services or other services or goods provides by Information Logistics.

VII. Account Charges.

Account charges are payable in advance for the term pricing was based upon (i.e. - month to month, six months, yearly, or multiple years). If you terminate your account, Information Logistics has the right to retain and/or collect all fees owed through the end of the contract term even though same may be for services not rendered prior to termination. If you terminate your account midterm, Information Logistics has the further right, but not the obligation, to recalculate all fees paid to date using the shorter cancellation term to calculate billings and, as the case may be, either refund the overpayment or bill the additional sum due. If your account is terminated by Information Logistics because of violations of Information Logistics' Online Policies, you will not be entitled to a prorated refund, such forfeiture being agreed to you and Information Logistics as liquidated damages and not as a penalty.

You are responsible for all activities and charges associated with your account. If any unauthorized charges are made on or through your account, you are responsible for such charges and will continue to be responsible for all charges incurred up to the time you notify Information Logistics of a breach of security by calling Information Logistics at 1-800-317-9560 and your password (account number and pin number, as appropriate) is changed. Please be advised that the Contact Person or Owner of the Information Logistics Account is solely responsible for activities conducted through, on or with their Information Logistics Account. If you, or someone to whom you have given access to your account, violates the Information Logistics Services Agreement, your account will be canceled.

If you pay by credit card, you expressly authorize Information Logistics to charge the credit card account number associated with your Account for any Information Logistics charges that accrue from time to time. You reauthorize Information Logistics to charge your designated credit card account each time you use the Services and/or for each new term. This authorization will remain valid until terminated by written notice to Information Logistics. It is expressly understood and agreed that your term for Services will automatically renew for a similar term until such time as you notify us in writing of your intention not to renew. For month to month accounts, this notice shall be given at least 30 days prior to the end of the then current term. For all terms longer than month to month, the notice shall be given at least 45 days prior to the end of the then current term. Information Logistics may immediately terminate your account, in Information Logistics' sole discretion, for declined credit cards, returned checks, or any other non-payment of account charges with the understanding, however, that Customer remains fully liable to Information Logistics for all charges incurred by Information Logistics due to said declines, returned checks, etc.

A billing cycle will begin on the date you purchase the Services and will continue for one month from that date. A new billing cycle will begin on the anniversary date of the day of the month on which you purchased the Access Services. It may be necessary, however, for Information Logistics to change billing cycles from time to time. In said instances, account charges will be prorated in accordance with the new billing cycle.

If you pay other than by credit card, your account charges are due on your receipt of an invoice, and payment of your account charges must be received by Information Logistics prior to the first day of each billing cycle. Only accounts with monthly charges of $35.00 or more can be invoiced and there may be an additional charge for this additional service. Your account will be considered to be in default if payment of your account charges is not received within thirty (30) days after the date of your invoice. If your account is still unpaid forty-five (45) days after the date of your invoice, you may have your Access Service interrupted or terminated without further notice to you.

If any instrument received in payment is returned to Information Logistics unpaid, your account will be considered to be in default, and in addition to the amount due, you will be subject to a returned check charge of $25.00. If your account is canceled or interrupted for non-payment, you must continue to pay your monthly account charges. Only your written request to terminate your account will relieve you of your obligation to pay your monthly account charges.

If your account is in default, you are subject to an interest charge of 1.5 percent per month, or the maximum allowable rate allowed by law. If you default on your account, you agree to pay Information Logistics its reasonable expenses, including attorneys' fees and collection agency fees, incurred in enforcing Information Logistics' rights under Information Logistics' Internet Access Agreement.

VIII. Information Logistics' Complaint Response Procedures.

Information Logistics' dedication to customer service means that Information Logistics takes seriously and responds to all complaints about its subscribers' use of the Service. This means complaints by both Information Logistics' subscribers and complaints by other Internet users. Information Logistics believes that its customers should be able to enjoy full use of the Service without interference by persons who use the Service in an improper or unlawful manner.

Information Logistics will endeavor to respond to any complaint that involves online activities that are Prohibited Activities under the Information Logistics' On-line Policies.

Information Logistics will follow the Complaint Response Procedures described below to respond to complaints from subscribers and others about Information Logistics' subscribers. Under these procedures, Internet users -- including Information Logistics' subscribers -- are responsible for monitoring use of the Internet by others. Information Logistics may, at its sole option, issue warnings to its subscribers, suspend subscribers' accounts and even cancel accounts when it learns of improper activities.

How to Submit a Complaint:

Form of Complaint
Complaints may be submitted in any form: by e-mail (abuse@infologisticscorp.com), fax, or mail.
What Information Should be Submitted
If you register a complaint with Information Logistics' Customer Service Department, you should submit the following information:
The on-line I.D. of the Information Logistics subscriber involved, and if possible, any other information about the subscriber, such as his or her name and address; A detailed description of the activities involved; If possible, the specific category or categories of Prohibited Activity you believe is involved in the activities; the dates the activities took place, e.g., the date information was posted.

Supplements

Hosting and E-Commerce Supplement

In addition to the terms and conditions set forth in "Information Logistics' Access Services Agreement" and "Information Logistics' On-line and Miscellaneous Policies" which set forth the rights, obligations, and limitations that apply to the Information Logistics services and products that you use, the following terms and conditions are specific to Information Logistics' Hosting and E-Commerce Services and are in addition to those set forth in the above two agreements:

C. GENERAL AND WEB HOSTING

I. Definitions.

Hosted Space - "Hosted Space" shall be defined as a certain number of megabytes ("MB") of storage accessible by means of an Internet connection supplied by you to Information Logistics, which storage is an electronic logical organization of information in an information storage facility (referred to as "Server,") which Server is maintained by Information Logistics for the electronic display and publication of its Content via the Internet.
Content - "Content" shall be defined as any and all information presented in your Hosted Space including text, graphics, audio, video and links. Content may include applications, where appropriate to the product service purchased.
VPN - "VPN" shall be defined as any virtual private network
VPS - "VPS" shall be defined as a virtual private server which is a partition of a physical server computer such that each partition has the appearance and capabilities of running on its own dedicated machine. A virtual server can run its own operating system and be rebooted independent of other partitions. A VPS can be accompanied by other devices, such as a configurable firewall segment. The hosting and e-commerce supplement applies to the VPS as well as the associated devices supporting the VPS.
Traffic - "Traffic" is the volume of information which is electronically passed between the Hosted Space and any user on the Internet including, but not limited to, traffic through a VPN, traffic from yourself, your customers and potential customers, and viewers of your site as measured in MB.
FTP - "FTP" represents the File Transfer Protocol, which is the standard process for a party to access the information stored in the Hosted Space, or add additional information thereto.

II. Service.

Information Logistics shall make available Hosted Space accessible by means of an Internet connection that is available for access by you and other users of the Internet except at such times that the service of Information Logistics is inaccessible due to equipment or service malfunction, acts of God, acts of third parties, upgrade activities, system backup activities or any other related maintenance procedures which Information Logistics shall be required to complete from time to time. Information Logistics shall make reasonable efforts to perform voluntary maintenance activities at times of lowest system usage.
Information Logistics reserves the right, without any obligation to do so, to: (i) review any material stored in your Hosted Space including, without limitation, any and all files to which other users have access and (ii) edit or remove any material that it believes may be unlawful, or that which is not in compliance with the standards set forth herein.
Information Logistics makes no guarantees as to the continuous availability of the Service or any specific feature of the Service. Information Logistics reserves the right to change the Service or any of its features at any time with or without notice.

III. Fees.

You are responsible for paying any and all fees and charges that are not outlined in this Agreement. Such fees and charges shall include, but are not limited to, the fees for connectivity, design services, including any and all third parties whose materials are included as Content in your Hosted Space.
Upon exceeding the monthly Traffic allowance allocated to your Hosted Space, volume surcharges will be automatically applied to your account at a fixed rate of $25 for each additional 500MB (or portion thereof) over your monthly Traffic allowance.
Upon exceeding the monthly Disk Space allowance allocated to your Hosted Space, surcharges will be automatically applied to your account at a fixed rate established by Information Logistics per month.
Current prices for Information Logistics services can be obtained by calling 1-800-317-9560. Information Logistics reserves the right to change prices (including those set forth in this Hosting and ECommerce Supplement) and institute new fees. Information Logistics may change rates or institute new charges at any time upon prior notice. Information Logistics does not issue pro rata fee refunds.

IV. Use of the Service.

You shall utilize sufficient protection necessary for security of data input and output, including the establishment of external means for the recovery of missing data.
In all cases, any applications data or content placed on any hosted space shall be your responsibility. In the event of a failure of the hosted space, Information Logistics will facilitate reloading of the hosted space back to its original state, without any of your applications, data or content. You are responsible for all backups of your hosted space.
You are responsible for maintaining the confidentiality of passwords used by you, members of your household, or consultants.
You are solely responsible for preparing Content for placement on the Hosted Space.
You are solely responsible for all licensing requirements for applications, software, graphics, data access and any other content that requires licensing.
You are solely responsible for any liability which may be incurred due to any Content, data, applications or material to which users can link from your hosted space. In addition, you are solely liable for any goods or services sold to users of your hosted space.
Except for software and hardware owned by Information Logistics, you are responsible for providing and maintaining all equipment and other software necessary to access the Service.
You will not use the Service or permit others to use the Service in any way that violates any law or regulation, subjects Information Logistics to liability, or contravenes Information Logistics' Access Services Agreement or Information Logistics' On-line and Miscellaneous Policy. You agree to comply with all Information Logistics security procedures and standards and to be bound by the terms and conditions of the End User License Agreement for any software provided to you.

V. Monitoring of Service; Customer Information.

Information Logistics has no obligation to monitor the Service but may do so and may disclose information regarding your use of the Service to satisfy laws, regulations or governmental requests; to operate the Service properly; and, to protect itself and its members. However, Information Logistics will not disclose member information to outside persons or entities for the purpose of soliciting Information Logistics members.

ALTHOUGH INFORMATION LOGISTICS HAS NO OBLIGATION TO DO SO, INFORMATION LOGISTICS MAY, IN ITS SOLE DISCRETION, REMOVE OR REFUSE TO POST ANY INFORMATION OR MATERIALS, IN WHOLE OR IN PART, WHICH ARE UNACCEPTABLE, UNDESIRABLE OR IN VIOLATION OF THIS AGREEMENT.

VI. No Warranty.

IN ADDITION TO SECTION VII OF THE INFORMATION LOGISTICS ACCESS SERVICES AGREEMENT, WHICH AGREEMENT IS INCORPORATED HEREIN IN FULL AS SET FORTH ABOVE, THE FOLLOWING ADDITIONAL PARAGRAPHS APPLY -

YOU ASSUME FULL RESPONSIBILITY AND RISK FOR USE OF THE SERVICE AND THE INTERNET BY YOU, YOUR AUTHORIZED USERS, AND CUSTOMERS. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. INFORMATION LOGISTICS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY INFORMATION, SOFTWARE OR OTHER MATERIAL ACCESSIBLE VIA THE SERVICE IS FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. INFORMATION LOGISTICS MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NON-INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE REGARDING ANY MERCHANDISE, INFORMATION OR SERVICE PROVIDED THROUGH INFORMATION LOGISTICS OR ON THE INTERNET GENERALLY. NO ADVICE OR INFORMATION GIVEN BY INFORMATION LOGISTICS, ITS EMPLOYEES, AFFILIATES OR CONTRACTORS SHALL CREATE A WARRANTY.
INFORMATION LOGISTICS SHALL NOT BE LIABLE FOR ANY COSTS; LOSS OF SALE(S); LOSS OF BUSINESS OPPORTUNITY; LOSS OF BENEFITS FROM ADVERTISING, MARKETING OR PROMOTING; OR DAMAGES ARISING DIRECTLY OR INDIRECTLY FROM USE OF THE SERVICE OR THE FAILURE OF THE SERVICE EVEN IF CAUSED BY INFORMATION LOGISTICS. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, USEFULNESS, AND FUNCTIONALITY OF YOUR HOSTED SPACE AND ANY OTHER SITE ON THE INTERNET INCLUDING, BUT NOT LIMITED TO THOSE HOSTED BY INFORMATION LOGISTICS; OF ALL OPINIONS, ADVICE, SERVICES; AND OTHER INFORMATION, AND THE QUALITY AND MERCHANTABILITY OF ALL SERVICES AND MERCHANDISE PROVIDED BY OR THROUGH INFORMATION LOGISTICS OR THROUGH THE SERVICE OR ON THE INTERNET GENERALLY.
UNDER NO CIRCUMSTANCES SHALL INFORMATION LOGISTICS, ITS EMPLOYEES, AFFILIATES OR CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT RESULT IN ANY WAY FROM ANY: USE OF YOUR ACCOUNT OR THE SERVICE; YOUR INABILITY TO USE THE ACCOUNT OR SERVICE; YOUR INABILITY TO SELL, ADVERTISE, PROMOTE, OR MARKET YOUR GOODS OR SERVICES; YOUR INABILITY TO ACCESS THE INTERNET OR ANY PART THEREOF; OR, YOUR RELIANCE ON OR USE OF INFORMATION, SERVICES OR MERCHANDISE PROVIDED ON OR THROUGH THE SERVICE OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE EVEN IF CAUSED SOLELY BY INFORMATION LOGISTICS.

D. E-COMMERCE

I. E-Commerce Software Sublicense

Sublicense Grant. If you have purchased e-commerce support (on a per domain basis) in addition to your Hosted Space Services then, in that event, subject to the terms of this Agreement, Information Logistics grants you a non-exclusive, non-transferable license to access the e-commerce administrative software remotely via browser on the server used by Information Logistics for your Hosted Space (the "Server") solely for purposes of creating and maintaining on the Server an interactive and domain specific store developed using your Hosted Space and with respect to which all required fees payable under this Agreement have been paid by you (each, a "Store"). No Store may have, or be attached to, more than one domain or URL.

II. Store Hosting

Hosting Services. Information Logistics grants you the right to develop and operate the Store(s) on the Server within your Hosted Space and on a single domain, subject to and in accordance with the terms of this Agreement, Information Logistics' Access Services Agreement, and such hosting policies, procedures and specifications as Information Logistics may establish from time to time (the "Hosting Policies and Procedures"). The Hosting Policies and Procedures, if any, are incorporated in this Agreement in their entirety.
Prohibited Uses. You shall not use, nor permit any third party to use, the Store(s) or the Site or any part thereof: (a) to violate any federal, state or local law, (b) to transmit any obscene communication, (c) to promote any illegal activities, (d) to violate any intellectual property rights (e) to attempt to overcome or penetrate any security measures on the Server, or (f) to upload or transmit any virus or harmful agent. You acknowledge that you and Information Logistics may be subject to civil or criminal liability under the laws of various governmental jurisdictions as a result of any failure to abide by the provisions of this paragraph.
Control. You will be solely responsible for the development, operation and maintenance of the Store(s) and all content and materials appearing in the Store(s), including without limitation (a) the technical operation of the Store(s), (b) the accuracy and appropriateness of content and materials appearing in the Store(s), (c) ensuring that the content and materials appearing in the Store(s) do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy or other personal or proprietary rights), and (d) ensuring that the content and materials appearing in the Store(s) are not libelous or otherwise illegal. You also will be solely responsible for accepting, processing and filling any customer orders generated through the Store(s), and for handling any customer inquiries and complaints arising therefrom. You shall inspect and monitor the Store(s) as frequently and extensively as necessary to ensure its proper operation and compliance with the provisions of this Agreement, and to uncover any problems with the Store(s). To the fullest extent permitted by law, the Store(s) will be deemed to be exclusively "under the control" of you and not "under the control" of Information Logistics.

III. Payment Obligations

Amount. You will pay all applicable license, hosting and other fees relative to your use of E-Commerce Software and the Site in the amounts, in accord with Information Logistics' then current policy and, if applicable, in the manner and at the times specified on the Site's fee schedule screen, as the same may be amended by Information Logistics from time to time. The fee schedule is hereby incorporated in this Agreement in its entirety.
Taxes. The fees and other amounts payable under this Agreement do not include any sales, use, value-added or other taxes. All such taxes will be paid or reimbursed by you.

IV. General Terms

Termination. The E-Commerce Software services provided for in this Agreement may be terminated by any party to this Agreement at any time in writing, with or without cause. Upon the effective date of any such termination, all rights granted to you will terminate, but all other provisions of this Agreement which may reasonably be construed as surviving such termination will survive the termination of this Agreement, including specifically, the payment of Information Logistics' fees till the end of the then current term.
DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, INFORMATION LOGISTICS AND ITS RESPECTIVE SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO E-COMMERCE SOFTWARE, SITES, ANY SERVER OR YOUR USE OF OR INABILITY TO USE E-COMMERCE SOFTWARE, ANY SITE OR ANY SERVER, INCLUDING, BUT NOT LIMITED TO, (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) ANY WARRANTY THAT E-COMMERCE SOFTWARE, SITE OR SERVER IS FREE FROM VIRUSES, BUGS, ERRORS OR OMISSIONS; AND (C) ANY WARRANTY OF NONINFRINGEMENT.
LIMITATION OF LIABILITY. IN NO EVENT WILL INFORMATION LOGISTICS OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFITS OR DATA, BUSINESS INTERRUPTION OR OTHER PECUNIARY LOSS) ARISING OUT OF THE TERMINATION OF THIS AGREEMENT OR THE USE, INABILITY TO USE OR RESULTS OF USE OF E-COMMERCE SOFTWARE, SITE OR SERVER, EVEN IF INFORMATION LOGISTICS, THE HOST OR THEIR RESPECTIVE SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE LIABILITY OF INFORMATION LOGISTICS OR ITS RESPECTIVE SUPPLIERS (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHER THEORY) ARISING OUT OF THE USE, INABILITY TO USE OR RESULTS OF USE OF E-COMMERCE SOFTWARE, SITE OR SERVER EXCEED THE RESPECTIVE AMOUNTS PAID TO ANY OF THEM BY YOU HEREUNDER.
Indemnity. You will indemnify and hold harmless Information Logistics from any and all claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to (a) any content or materials appearing in, or products or services sold or offered by You through, the Store(s) or the Site, or (b) the development, use, operation or other activities with respect to the Store(s) or the Site (including, without limitation, any breach of the provisions of Section II.2). To the fullest extent permitted by law, the foregoing indemnity will apply regardless of any fault, negligence, or breach of warranty or contract of Information Logistics or its respective suppliers.
Excused Performance. Information Logistics will not be liable for, nor be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as a result of any cause or condition beyond their reasonable control, including the failure or interruption of any Internet service.
INDEPENDENT REVIEW. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND ALL RELATED SITE SCREENS REFERENCED AND INCORPORATED IN THIS AGREEMENT AND THAT YOU AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED ALL ASPECTS OF THIS AGREEMENT AND THE DESIRABILITY OF ENTERING INTO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.
U.S. Government Restricted Rights. If e-commerce software is accessed or used by any agency or other part of the U.S. Government, the U.S. Government acknowledges that (a) e-commerce software and accompanying materials constitute "commercial computer software" or "commercial computer software documentation" for purposes of 48 C.F.R. 12.212 and 48 C.F.R. 227.72, as applicable, and (b) the U.S. Government's rights relating to e-commerce software and accompanying materials are limited to those specifically granted in this Agreement.
Miscellaneous. This Agreement, any applicable written order or purchase agreement, all related site screens incorporated and referenced in this Agreement, "Information Logistics' Services Agreement" and "Information Logistics' Online and Miscellaneous Policies", constitute the entire agreement between you and Information Logistics regarding e-commerce software, the hosting of the Store(s) and your use of the Site. Information Logistics will not be bound by any provision in any purchase order, receipt, acceptance, confirmation, correspondence or otherwise (other than terms contained therein identifying the products and quantities ordered), unless Information Logistics specifically agrees in writing to such provision. Section "B" of this agreement titled "E-Commerce" is governed by the laws of the State of California without reference to its choice of law principles. All other portions of this Agreement shall be governed by the laws of the State of New Jersey without regard to any conflict of law provisions, exclusive personal and subject matter jurisdiction and venue of all disputes shall be in the Superior Court of Camden County, New Jersey and all Courts to which appeals may be taken from the Superior Court of Camden County, New Jersey. By executing this Agreement, Customer expressly and irrevocably consents to this venue and jurisdiction.

E-Mail and Document Archiving and Retrieval System (E-DARS) Hosting Supplement

In addition to the terms and conditions set forth in "Information Logistics' Services Agreement", "Information Logistics' On-line and Miscellaneous Policies" and "Supplements", which set forth the rights, obligations, and limitations that apply to the Information Logistics services and products that you use the following terms and conditions are specific to Information Logistics' E-Mail and Document Archiving Search and Retrieval System Hosted Services and are in addition to those set forth in the above agreements:

E. GENERAL

I. Definitions.

Hosted Space - "Hosted Space" shall be defined as a certain number of megabytes ("MB") of storage for active searches by authorized users by means of an Internet connection supplied by you to Information Logistics, which storage is an electronic logical organization of information on an information storage device or facility maintained by Information Logistics for the electronic display and publication of its Content via the Internet.
Content - "Content" shall be defined as any and all documents and e-mail information provide by you for archiving or searching by the archiving system.
VPN - "VPN" shall be defined as any virtual private network
Storage Space - "Storage space" shall be defined as the quantity of information stored in actively accessible areas as well as the quantity of information stored in archived (non-actively accessible) areas on servers or other storage equipment or devices.
Actively Accessible - "Actively Accessible" shall be defined as the information which is stored in a storage location that allows for the information to be searched and retrieved or viewed in an on-line session.
Non-Actively Accessible - "Non-Actively Accessible" shall be defined as the information which is stored in a storage location that is offline and does not allow for the information to be searched and retrieved or viewed in an on-line session. Non-Actively Accessible information may become actively accessible through an intervention that moves the information and adjusts the access interface appropriately.
Traffic - "Traffic" is the volume of information which is electronically passed between the Hosted Space and any user on the Internet including, but not limited to, traffic through a VPN, traffic from yourself, your customers and potential customers, and viewers of your site as measured in MB.
FTP - "FTP" represents the File Transfer Protocol, which is the standard process for a party to upload or download information to the hosted environment.

II. Service.

Information Logistics shall make available a user interface accessible by means of an Internet connection that is available for access by your authorized users except at such times that the service of Information Logistics is inaccessible due to equipment or service malfunction, acts of God, acts of third parties, upgrade activities, system backup activities or any other related maintenance procedures which Information Logistics shall be required to complete from time to time. Information Logistics shall make reasonable efforts to perform voluntary maintenance activities at times of lowest system usage. This user interface will permit authorized users to view email and/or documents that are in a "searchable" format, by using a search utility.
Information Logistics reserves the right, without any obligation to do so, to: (i) review any material stored in your E-DAR system, without limitation, any and all files to which other users have access and (ii) edit or remove any material that it believes may be unlawful, or that which is not in compliance with the standards set forth herein.
Information Logistics makes no guarantees as to the continuous availability of the Service or any specific feature of the Service. Information Logistics reserves the right to change the Service or any of its features at any time with or without notice.

III. Fees.

You are responsible for paying any and all fees and charges that are not outlined in this Agreement. Such fees and charges shall include, but not limited to, the fees for connectivity, design services, including any and all third parties whose materials are included as Content in your E-DAR system.
Upon exceeding the monthly Traffic allowance allocated to your E-DAR system, volume surcharges will be automatically applied to your account at a fixed rate that will be agreed upon.
Upon exceeding the monthly Disk Space allowance allocated to your E-DAR system, the agreed upon surcharges will be automatically applied to your account.
Current prices for Information Logistics services can be obtained by calling 1-800-317-9560. Information Logistics reserves the right to change prices (including those set forth in this E-DAR System Hosting Supplement) and institute new fees, at any time upon prior notice. Information Logistics does not issue pro rata fee refunds.

IV. Use of the Service.

You shall utilize sufficient protection necessary for security of data input and output, including the establishment of external means for the recovery of missing data.
By using the E-DAR system you understand and acknowledge that this is a server-based system engineered to capture and archive your incoming, internal and/or outgoing communications and/or documents. Accordingly, you expressly agree that it is solely your responsibility to ensure that all electronic records required to be archived are properly forwarded to the E-DAR system through journaling, FTP or other transmission means. You must notify Information Logistics of all e-mail domains and other electronic communications required to be archived. INFORMATION LOGISTICS SHALL NOT BE LIABLE TO THE CUSTOMER FOR ANY RECORDS THAT ARE NOT TECHNICALLY ABLE TO BE CAPTURED BY E-DAR FOR REASONS BEYOND THE CONTROL OF INFORMATION LOGISTICS.
You understand and acknowledge that you are solely responsible to monitor the delivery of messages to the E-DAR and should notify Information Logistics of any delivery failures or outages. For instance, if journaling is disabled for an upgrade, patch or maintenance you must ensure that no messages are transmitted through the e-mail server until journaling is enabled again. Alternatively, you may capture such email on a secondary device, and transit them to Information Logistics as agreed upon with Information Logistics by written agreement.
In all cases, any data or content placed in E-DAR shall be your responsibility. While Information Logistics will maintain backups of the E-DAR data, you are responsible for all backups of your original (pre-transmitted) data.
Information Logistics will maintain safety, electronic and physical security procedures and shall cause interfaces between any servers used in providing the service and the Internet to include firewalls or other on-line security infrastructure, in order to guard against accidental, unauthorized or unlawful access, destruction, use, alteration, modification, disclosure or loss of your data. Such procedures shall be commensurate with industry standards.
Notwithstanding the provisions of this Agreement, Information Logistics shall have the right, in the event of a reasonable detection or perceived detection of suspicious activity or other security issues whatsoever, including disaster that impacts Internet security infrastructure or transmissions in a manner which may cause undue risk to Information Logistics, you, your data, to temporarily suspend your services. During any such suspension, Information Logistics will use commercially reasonable best practices to ensure the integrity of your data. Such suspensions shall only be in effect during and no longer than a period equal to the time necessary to eliminate risk to Information Logistics and your data.
You are responsible for maintaining the confidentiality of passwords used by you, members of your household, or consultants.
You are solely responsible for all licensing requirements for applications, software, graphics, data access and any other content that requires licensing for viewing or editing the content uploaded to the E-DAR system.
You are solely responsible for any liability which may be incurred due to any Content, data, applications or material which was uploaded to the E-DAR system.
Except for software and hardware owned by Information Logistics, you are responsible for providing and maintaining all equipment and other software necessary to access the Service.
You will not use the Service or permit others to use the Service in any way that violates any law or regulation; subjects Information Logistics to liability; or is in contravention of Information Logistics' Access Services Agreement or Information Logistics' On-line and Miscellaneous Policy. You agree to comply with all Information Logistics security procedures and standards and to be bound by the terms and conditions of the End User License Agreement for any software provided to you.

V. Indemnification

You agree to defend, release, indemnify, and hold Information Logistics, its shareholders, directors, employees, affiliated companies and licensors, harmless from all liabilities, claims and expenses, including without limitation, reasonable attorneys' fees, arising from breach of the Agreement, by use of, or in any way directly or indirectly related to any Services, or connection with, the posting or transmission of any content by or through your account or the Services being provided.
You agree that Information Logistics has the right, but not the obligation, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you pursuant to Paragraph 1 of this section V. In such event, you shall have no further obligations pursuant to Paragraph 1 of this section V.

VI. Support

Hours of Operation. Normal Business Hours are 8:00 am to 5:00 pm (ET), Monday to Friday, five days per week. Information Logistics' Systems are monitored 24/7. Information Logistics shall provide 24/7 technical support for urgent networking-related issues.
Technical Support. Information Logistics will provide reasonable amounts of direct consultation via e-mail and telephone at no charge to the Administrative User to assist in troubleshooting and resolving Installation and operational issues. You may open a support ticket by sending an e-mail to support@infologisticscorp.com.
Additional Support Services. Information Logistics will provide consulting services, direct e-mail and telephone support as needed and to all other Users you identify either on demand at an hourly rate, or as a company-wide support package that you may request. Information regarding the support that may be available to you can be provided upon request, and is subject to change from time to time.

VII. Term, Service Suspension/Cancellation and Termination.

Term. The Services, Terms & Conditions will commence when you accept the Services, Terms & Conditions and it will continue, together with the agreement to pay the applicable fees and charges and any subsequent renewals or revisions, until terminated by you or by Information Logistics, unless otherwise agreed in writing. At the expiration of the Initial Term, which is one-year, unless otherwise agreed in writing, the service shall be automatically renewed annually for additional one year terms unless terminated in writing by either party at least 30 days prior to the expiration of the Initial Term or Renewal Term (as the case may be).
Suspensions. Without limiting other remedies, Information Logistics may suspend operation of your services if Information Logistics believes that you are in material default (or have materially violated the Services Terms & Conditions or any of Information Logistics' stated policies) and you have not cured the violation after written notification from Information Logistics. It is your responsibility to resolve or cure the specific concerns to Information Logistics' satisfaction before the service can be reinstated. Information Logistics will not be liable to you for any suspension in accordance with the Services, Terms & Conditions. Fees will apply and accrue during any suspension of the service.
Termination. If you use Information Logistics' E-DAR system all access to the system will be terminated when either party terminates the service. Neither you nor Information Logistics will be liable to the other for any termination of the Services in accordance with these terms:

Termination by Customer. You may terminate this Agreement at the expiration of the Service Period of the Initial Term or the current Renewal Term (as case may be) or if Information Logistics is in material default of providing the service, if such default is not remedied within 90 days following Information Logistics' receipt of written Notification of the default. Other than this condition, no refund will be given for any Fees you prepaid for use of any Services. If there is a case where there is no service/fee Agreement/contract with a defined Service Period, you may terminate with 90 days Notification.

Termination by Information Logistics. Information Logistics may terminate the Services effective immediately for cause or if you are in material breach or default of the Services, Terms & Conditions and have not remedied that breach or to Information Logistics' satisfaction within 30 days after receipt of the notice. You will be charged for any and all Fees owed for the remainder of the Services Period (or remainder of the Billing Cycle if the Services Period is not defined) and no refund will be given for any fees you prepaid.

Termination on Bankruptcy. The Services shall terminate immediately and without notice upon the dissolution or bankruptcy of either party. Upon such termination, you will be charged for any and all Fees owed up to the date of termination.
Return or Deletion of Data. Upon termination of the E-DAR system services, you may request by Notification the pickup by courier of a copy of the data you stored on Information Logistics' systems for a reasonable fee, determined by Information Logistics, based on the digital media and format requested and amount of Data to be returned. Alternatively, you may instruct Information Logistics to delete all your data upon written direction & release to Information Logistics' legal representative. If Information Logistics does not receive notification from you requesting a copy of your data prior to, or at the time, of cancellation or termination, then you are put on notice that Information Logistics may, without liability to you, delete all of your data after 120 days from the date of termination. Information Logistics will provide a 30-day notification before any such deletion. Notwithstanding any of the above, Information Logistics will not be liable to you with respect to your data that remains on Information Logistics' E-DAR System after the date of termination, except with respect to conditions relating to confidentiality and non-disclosure. If requested by you, Information Logistics will provide written confirmation that any data stored has been properly disposed of.

VIII. Monitoring of Service; Customer Information.

Information Logistics has no obligation to monitor the Service but may do so and may disclose information regarding your use of the Service to satisfy laws, regulations or governmental requests; to operate the Service properly; and, to protect itself and its members. However, Information Logistics will not disclose member information to outside persons or entities for the purpose of soliciting Information Logistics members.

IX. No Warranty.

IN ADDITION TO SECTION VII OF THE INFORMATION LOGISTICS ACCESS SERVICES AGREEMENT, WHICH AGREEMENT IS INCORPORATED HEREIN IN FULL AS SET FORTH ABOVE, THE FOLLOWING ADDITIONAL PARAGRAPHS APPLY -

YOU ASSUME FULL RESPONSIBILITY AND RISK FOR USE OF THE SERVICE AND THE INTERNET BY YOU, YOUR AUTHORIZED USERS, AND CUSTOMERS. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. INFORMATION LOGISTICS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY INFORMATION, SOFTWARE OR OTHER MATERIAL ACCESSIBLE VIA THE SERVICE IS FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. INFORMATION LOGISTICS MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NON-INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE REGARDING ANY MERCHANDISE, INFORMATION OR SERVICE PROVIDED THROUGH INFORMATION LOGISTICS OR ON THE INTERNET GENERALLY. NO ADVICE OR INFORMATION GIVEN BY INFORMATION LOGISTICS, ITS EMPLOYEES, AFFILIATES OR CONTRACTORS SHALL CREATE A WARRANTY.
INFORMATION LOGISTICS SHALL NOT BE LIABLE FOR ANY COSTS; LOSS OF SALE(S); LOSS OF BUSINESS OPPORTUNITY; LOSS OF BENEFITS FROM ADVERTISING, MARKETING OR PROMOTING; LAW SUITS; GOVERNMENT ACTIONS; CIVIL ACTIONS; OR DAMAGES ARISING DIRECTLY OR INDIRECTLY FROM USE OF THE SERVICE OR THE FAILURE OF THE SERVICE EVEN IF CAUSED BY INFORMATION LOGISTICS. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, USEFULNESS, AND FUNCTIONALITY OF YOUR E-DAR SYSTEM.
UNDER NO CIRCUMSTANCES SHALL INFORMATION LOGISTICS, ITS EMPLOYEES, AFFILIATES OR CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT RESULT IN ANY WAY FROM ANY: USE OF YOUR ACCOUNT OR THE SERVICE; YOUR INABILITY TO USE THE ACCOUNT OR SERVICE; YOUR INABILITY TO SELL, ADVERTISE, PROMOTE, OR MARKET YOUR GOODS OR SERVICES; YOUR INABILITY TO ACCESS THE INTERNET OR ANY PART THEREOF; OR, YOUR RELIANCE ON OR USE OF INFORMATION, SERVICES OR MERCHANDISE PROVIDED ON OR THROUGH THE SERVICE OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE EVEN IF CAUSED SOLELY BY INFORMATION LOGISTICS.

Hosted Servers Services Supplement

In addition to the terms and conditions set forth in "Information Logistics' Services Agreement", "Information Logistics' On-line and Miscellaneous Policies" and "Supplements", which set forth the rights, obligations, and limitations that apply to the Information Logistics services and products that you use the following terms and conditions are specific to Information Logistics' Hosted Server Services and are in addition to those set forth in the above agreements:

You will use Information Logistics for lawful purposes only. Any conduct that restricts or inhibits any other user from using or enjoying Information Logistics' facilities and services will not be permitted. This determination is solely at the discretion of Information Logistics.
You shall not use or permit or facilitate others to use computer programs that monitor, copy or download data or other content found on or accessed on servers that are not legally yours.
You expressly agree that use of Information Logistics is at your sole risk. Neither Information Logistics nor its directors, employees or agents, warrant that Information Logistics' collocation facilities will be uninterrupted or error free.
Information Logistics' collocation facility is provided on an "as is" basis without warranties of any kind, either express or implied, including, but not limited to, warranties of title or implied warranties of merchantability or fitness for a particular purpose.
You are solely responsible for any breaches of security affecting your servers. If your server is involved in an attack on another server or system, it will be shut down and an immediate investigation will be launched to determine the cause/source of the attack. In such event, you are responsible for the cost to rectify any damage done to your server or data it contains, and any other requirement affected by the security breach.
In no event will Information Logistics or any person or entity involved in Information Logistics be liable for any damages, including, without limitation, direct, indirect, incidental, special, and consequential or punitive damages arising out of the use of or inability to use the collocation facility or your personal equipment. You agree to defend, indemnify and hold harmless Information Logistics and its affiliates and each of their respective shareholders, directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of the use Information Logistics' facilities.
Either Information Logistics or you may terminate this Agreement at any time.

SUPPLEMENT "A" TO ACCESS SERVICES AGREEMENT

IRIS Platform Subscriptions

Incident Response and Information System (IRIS) Supplement including IRIS, HELP and IRIS Eyes and IRIS Locate services.

In addition to the terms and conditions set forth in Information Logistics' "Access Services Agreement", which set forth the rights, obligations, and limitations that apply to the Information Logistics services and products that you use, the following terms and conditions are specific to Information Logistics' Incident Response and Information System (IRIS) Hosted Services and are in addition to those set forth in the above Agreements:

Subject to the terms hereof, we grant you access to our IRIS Eyes and/or IRIS locate services. This includes the right to:

Stream videos that you have the right to view;
Upload, store, and/or live stream videos, according to the terms of your plan;
Use all related functionality that we may provide.

The features available to you will depend on your plan. We may change features from time to time, without notice.

Stream Establishment Tools: We may allow you to use tools for establishing a video stream.

ILOG's products and services use standard adaptive streaming technologies available in browsers and on devices to intelligently choose the highest quality possible based on the viewer's device capabilities, network, and bandwidth. Inbound streaming quality is preset by ILOG for general optimization and can be configurable to agency needs, with possible additional costs associated for higher bit rates.

Generally, we do not limit or impose additional fees for bandwidth consumption. However, this policy is subject to fair use: If your aggregate bandwidth usage (across all accounts you control) is higher than 99% of users on our platform in any calendar month, we may, in our discretion, charge fees for excessive usage, require you to upgrade to a more suitable plan, or terminate your account(s) upon advance written notice.

We may provide links to and integrations with websites or services operated by others. Your use of each such website or service is subject to its terms of service and our Services Agreement.

You must be at least 16 years old or the applicable age of majority in your jurisdiction, whichever is greater, to use our Services. Individuals under the applicable age may use our Services only through a parent or legal guardian's account and with their involvement. Please have that person read this Agreement with you and consent to it before proceeding.

Parents and Guardians: By granting your child permission to use the Services through your account, you agree and understand that you are responsible for monitoring and supervising your child's usage.

We offer enterprise subscriptions which may have an individual enterprise agreement with specific features and prices. Enterprise subscription plans allow you to grant other authorized users access to the enterprise account. Both you and each authorized user is deemed a party to this Agreement. You are responsible for the actions of your authorized users and must monitor their access and usage.

Only the authorized users of the account owner may use IRIS products including IRIS Eyes, IRIS Locate, and HELP.

You are responsible for all activity that occurs under your account, including unauthorized activity. You must safeguard the confidentiality of your account credentials. If you are using a computer that others have access to, you must log out of your account after each session. If you become aware of unauthorized access to your account, you must change your password and notify us immediately.

You may not create videos using IRIS Eyes for third parties.

You may stream videos that are authorized by your agency. You may not: (a) transmit or distribute any video through any means; (b) publicly exhibit any video; (c) resell views of any video; or (d) allow others to log into your account for the purpose of watching a video.

Video and streaming are provided on an as-available basis. ILOG does not guarantee that any particular video will be available for streaming or download after creation. If a video becomes unavailable for any reason, ILOG may, without penalty, eliminate or reduce the amount of time you have to stream the video.

Your ability to stream a video in a particular format will depend upon your device and the bandwidth of your Internet connection.

Some videos may not be available for viewing on all devices or in all territories.

If your account is closed, you will lose the ability to watch videos that you have purchased. Under no circumstances will we transfer viewing privileges to other accounts or platforms.

Fees: You must pay all fees (plus any taxes) during your subscription period and any renewal periods. Our fees may include a fixed monthly or annual fee plus variable fees for transactions or usage.

Free Trials and Discounts: We may offer free-trial or discounted subscriptions. When a free-trial period ends, your paid subscription begins (unless you have cancelled) and you must pay the full monthly or annual fee. If we provide a discount for the first subscription period, you must pay the discounted fee; in any renewal, you must pay the full fee.

Unused storage, bandwidth, and other usage limits do not roll over from month to month.

Refunds do not apply to enterprise customers unless specifically stated in the individual enterprise agreement. Renewals are automatic unless specifically stated otherwise in the individual enterprise agreement. ILOG may decline a renewal.

When a subscription ends, the account will be deleted. Any content in the account may be deleted. You are responsible for archiving your content. ILOG shall not be responsible for the loss of any content. ILOG will not provide any level of post-subscription account status.

You may not sell, resell, rent, lease, or distribute any plan or any other aspect of our Services to any third party unless authorized by us in writing. We may suspend or terminate accounts sold via authorized resellers for non-payment to the reseller or any violation of the restrictions set forth in this Agreement.

Acceptable Use

We may allow you to upload, live stream, submit, or publish (collectively, to "Submit") content such as videos, recordings, images, and text (collectively, "Content"). You must ensure that your Content, and your conduct, complies with ILOG's Acceptable Use Policy. ILOG may (but is not obligated to) monitor your account, Content, and conduct, regardless of your privacy settings. ILOG may remove or limit access or availability to any content or account that it considers in good faith to violate this Acceptable Use Policy.

You may only upload Content that you have the right to upload and share. ILOG reserves the right to terminate any user or account that violates copyright.

You may not solicit, submit or store any Content that:

Infringes any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.);
Is sexually explicit or promotes a sexual service;
Is defamatory;
Is harassing or abusive;
Contains hateful or discriminatory speech;
Promotes or supports terror or hate groups;
Contains instructions on how to assemble explosive/incendiary devices or homemade/improvised firearms;
Exploits or endangers minors;
Depicts or encourages self-harm or suicide;
Depicts (1) unlawful real-world acts of extreme violence, (2) vivid, realistic, or particularly graphic acts of violence and brutality, (3) sexualized violence, including rape, torture, abuse, and humiliation, or (4) animal cruelty or extreme violence towards animals;
Promotes fraudulent or dubious money-making schemes, proposes an unlawful transaction, or uses deceptive marketing practices;
Contains false or misleading claims about (1) vaccination safety, or (2) health-related information that has a serious potential to cause public harm;
Contains false or misleading information about voting;
Contains conspiracy-related content where the underlying conspiracy theory makes claims that (1) suggest that a real-world tragedy did not occur, or (2) violate other content restrictions; or
Violates any applicable law.

In using our Services, you may not:

Use an offensive screen name (e.g., explicit language) or avatar (e.g., containing nudity);
Act in a deceptive manner or impersonate any person or organization;
Harass or stalk any person;
Harm or exploit minors;
Distribute "spam" in any form or use misleading metadata;
Collect personal information about others;
Access another's account without permission;
Use or export any of our services in violation of any U.S. export control laws;
Engage in any unlawful activity; or
Cause or encourage others to do any of the above.

You will not:

Except as authorized by law or as permitted by us: scrape, reproduce, redistribute, create derivative works from, decompile, reverse engineer, alter, archive, or disassemble any part of our Services; or attempt to circumvent any of our security, rate-limiting, filtering, or digital rights management measures;
Submit any malicious program, script, or code;
Submit an unreasonable number of requests to our servers; or
Take any other actions to manipulate, interfere with, or damage our Services.

You may not create or maintain an account if you are a member of a terror or hate group. You may not purchase any goods or software services from us if you are (a) located in a country that is subject to a U.S. Government embargo or has been designated by the U.S. Government as a terrorist-supporting country; or (b) listed on any U.S. Government list of restricted parties.

As between you and ILOG, you own and will retain ownership of all intellectual property rights in and to the content you submit. In order to allow ILOG to host and stream your content, you grant ILOG the permissions set forth below.

By submitting a video, you grant ILOG permission to:

Stream the video to end users;
Make the video available for download;
Transcode the video (create compressed versions of your video file that are optimized for streaming);
Generate stills (i.e., "thumbnails") from your video to represent it (if selected);
Alter or enhance your video as directed by you.
By sharing access to your video to any third party, you grant each such person permission to stream (and/or download or embed, as applicable) your video. Your video includes its title, description, tags, and other metadata.

The license period begins when you submit the video to ILOG and ends when you or ILOG delete it; provided that ILOG may retain archival copies: (a) for a limited period of time as requested in the enterprise individual agreement; (b) when the video is the subject of a takedown notice or other legal claim; or (c) when ILOG in good faith believes that it is legally obligated to do so.

If you make suggestions to ILOG on improving our products or services, ILOG may use your suggestions without any compensation to you.

Representations and Warranties

For each piece of Content that you submit to or through ILOG's products, you represent and warrant that:

You have the right to submit the content to ILOG and grant the licenses herein;
ILOG will not need to obtain licenses from any third party or pay royalties to any third party with respect to the streaming or other permitted distribution of the Content;
You have obtained appropriate releases (if necessary) from all persons who appear in the Content;
The Content does not, and will not, infringe any third party's rights, including intellectual property rights, rights of publicity, moral rights, and privacy rights; and
The Content complies with this Agreement and all applicable laws.

Third-Party Services

Third-Party Services may include third-party platforms (such as the Apple App Store and Google Play), third-party APIs, third-party logins, and other integrations of third-party services within ILOGs Services (e.g., email service providers, active directory providers, analytics providers, etc.).

We may disallow you from using or connecting your account to any Third-Party Service based upon a violation of our Terms of Service. We may disallow you from connecting your account to any unauthorized Third-Party Service for any reason.

Your use of Third-Party Services is governed by the terms of service agreements of the respective service providers. You are solely responsible for your own compliance with these agreements. Failure to comply may result in the termination of your account with a Third-Party Service provider and inability to use a particular feature we offer.

By using a Third-Party Service, you agree that your personal information may be collected by the applicable service provider. Such information is governed by the service provider's privacy policy, not ILOG's.

Certain features that we provide only work when you connect certain Third-Party Services. Your failure to do so may result in limited or unavailable functionality. We will not be responsible for any feature unavailability that arises from your inability to maintain an account with a Third-Party Service.

ILOG is not responsible for providing customer service with respect to Third-Party Services.

ILOG is not responsible for actions or omissions by Third-Party Service providers and makes no representations or warranties about those services. ILOG does not guarantee that it will maintain any specific integration with any Third-Party Service and it reserves the right to modify integrations, discontinue integrations, swap providers, or provide the same service by itself.

Intellectual Property

Except as expressly set forth herein, neither party transfers any right, title, or interest in or to its intellectual property. All rights not expressly granted by us are reserved.

You will indemnify, defend, and hold harmless ILOG and its subsidiaries, parents, affiliates, shareholders, directors, officers, employees, and agents, from and against all third-party actions arising from your access to, and use of, the IRIS eyes and IRIS locate systems individually or in combination with other ILOG products and services.

You will indemnify, defend, and hold harmless ILOG and its subsidiaries, parents, and affiliates, and their and our respective shareholders, directors, officers, employees, and agents, from and against all third-party complaints, demands, claims, damages, losses, costs, liabilities, and expenses, including attorney's fees, arising from or relating to: (a) the Content you submit to or through the Services; and (b) allegations of actions or omissions by you that (regardless if proven) would constitute a breach of this Agreement.

If you breach this Agreement, ILOG may, at its option:

terminate this Agreement immediately, without advance notice;
suspend, delete, or limit access to your account (and other accounts you control) or any Content within it;
to the extent permitted by applicable law, retain any amounts payable to you.

ILOG PROVIDES THE SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU USE THE SERVICES AT YOUR OWN RISK. You must provide your own devices and Internet access.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, ILOG DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Among other things, ILOG makes no representations or warranties:

That our Services, or any part thereof, will be available or permitted in your jurisdiction, uninterrupted or error-free, completely secure, or accessible from all devices or browsers;
That we will host, make available, or remove any specific piece of content;
Concerning any Content submitted by or actions of our users;
That any geo-filtering or digital rights management solution that we might offer will be effective;
That we comply with the Health Insurance Portability and Accountability Act (HIPAA), the Gramm-Leach-Bliley Act (GLBA), or any other industry-specific privacy obligations;
That our Services will meet your business or professional needs;
That we will continue to support any particular feature or maintain backwards compatibility with any third-party software or device; or
Concerning any third-party websites and resources.

10. Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW: (A) ILOG SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF ILOG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) ILOG'S TOTAL LIABILITY TO YOU, EXCEPT FOR ILOG'S CONTRACTUAL PAYMENT OBLIGATIONS HEREUNDER (IF ANY), SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO ILOG OVER THE TWELVE (12) MONTHS PRECEDING YOUR CLAIM(S) OR ONE HUNDRED DOLLARS (USD $100), WHICHEVER IS GREATER.

If you are dissatisfied with our Services for any reason, please contact us first so that we may attempt to resolve your concerns without the need for outside assistance.

Force Majeure: ILOG will not be liable for any delay or failure caused by (a) acts of God/natural disasters (including hurricanes and earthquakes); (b) disease, epidemic, or pandemic; (c) terrorist attack, civil war, civil commotion or riots, armed conflict, sanctions or embargoes; (d) nuclear, chemical, or biological contamination; (e) collapse of buildings, fire, explosion, or accident; (f) labor or trade strikes; (g) interruption, loss, or malfunction of a utility, transportation, or telecommunications service; (h) any order by a government or public authority, including a quarantine, travel restriction, or other prohibition; or (i) any other circumstance not within ILOG's reasonable control, whether or not foreseeable (each a "Force Majeure Event"). In the event of a force majeure event, ILOG shall be relieved from full performance of the contractual obligation until the Force Majeure Event passes or no longer prevents performance.

We may update this Agreement by posting a revised version on our website. By continuing to use our Services, you accept any revised Agreement.

This Agreement includes our Privacy Policy. Please review our Privacy Policy to learn about the information we collect from you, how we use it, and with whom we share it.

Addenda: This Agreement incorporates the following documents by reference:

Access Services Agreement

Notices: You must send any notices of a legal nature to us by email or at:

Information Logistics, Inc.
Attention: Legal
2500 McClellan Ave, Suite 410
Pennsauken, NJ 08109

Additional Privacy Information

You may upload and create Content such as videos, text, photographs, and artwork. You may provide your location information and your mobile number. Your account profile may display information about you and your activities. This information may be accessed by others. Your videos may be viewed and otherwise accessed by others, and associated metadata (e.g., titles, closed captions, descriptions, tags, etc.) may be viewable by others.

Your interactions during events such as live streams and webinars, or with other users (e.g., comments, "likes," poll responses) may be seen by others.

We do not collect, use, or store any facial-related information.

You may submit information through a capture form. This information will be received by both ILOG and the video owner and is subject to ILOG's Privacy Policy as well as the video owner's privacy policy, if applicable. ILOG will not use any information you submit through such forms for direct marketing purposes.

You may submit data to us for limited purposes such as requesting customer support; participating in a study or survey; entering contests or sweepstakes; applying for a job; or signing up to receive communications from us or another user.

We automatically collect certain types of data when you use our services, regardless of whether you have an account. This data includes your IP address, technical information about your device (e.g., browser type, operating system, basic device information), the web page you visited or search query you entered before reaching us, and your activities. We may track your activities using cookies and similar technologies. By using our services, you agree to our use of these methods. ILOG will not sell this information nor use any such information for direct marketing purposes.

We may use your data for the following purposes:

Identification and authentication: We use your data to verify you when you access your account.
Operating our services: We use your data to provide our services, process and fulfill orders, provide customer support, and to otherwise comply with our contractual obligations to you.
Communicating with you: We use your data when we communicate with you (e.g., when we respond to a customer support or other inquiry).
Improving our services: We use your data to understand how our services are being used and how we can improve them. In general, we analyze aggregated data, rather than specific user data. We may, however, need to analyze a specific case to address a specific problem (e.g., a bug that affects only a few accounts).
Exercising our rights: Where reasonably necessary, we use your data to exercise our legal rights and prevent abuse of our service. For example, we may use your data to detect and prevent fraud, spam, or content that violates our Terms of Service.
Legal compliance: We use your data where we are legally required to do so. For example, we may need to gather your data to respond to a subpoena or court order.
Protecting your information: Where appropriate, we may anonymize, backup, and delete certain data.
We may use algorithms and other automated means to implement any of the above.

Whenever we process your data for one of these purposes, we have determined that one or more of the following lawful bases apply:

Performance of a contract;
Compliance with a legal obligation; or
Consent

We do not share individual data with third parties except as follows:

As you instruct: We may share your data with persons to whom you have granted account-level access.
With your consent: We may share your data with third parties where we have obtained your express consent to do so.
Authorized vendors: We may share your data with third-party vendors that help us operate our services, and comply with your instructions and our contractual obligations. This includes cloud-based hosting services, monitoring services, email service providers, quality assurance and testing vendors, and fraud and abuse prevention vendors.
Advertising: We do not share your data with advertising.
Certain legal situations: We may share your data where we believe disclosure is necessary to comply with a legal obligation or in connection with a corporate transaction.
Aggregated or anonymized information: We may publicly disclose non-personal aggregated or anonymized information such as our number of visitors and registered users.
We use reasonable efforts to vet vendors for their privacy and data security practices. We require that such vendors agree to protect the data we share.

For enterprise organization administered account, the organization may:

Access information about your account activity;
Take control of the account, including any content whether uploaded before or after the date that the organization converts your account to the organization's account; and/or
Delete your account.

We may disclose your data in response to official requests (e.g., court orders, subpoenas, search warrants, national security requests, etc.) ("requests") that we receive from government authorities or parties to legal proceedings. We direct law enforcement agencies to our Law Enforcement Guidelines page.

We may disclose user data where we reasonably believe that someone's life is at risk. For example, if we become aware of a person threatening to commit suicide, we may share that person's data with appropriate entities that may have the ability to help.

We may disclose user data to report suspected crimes. We report content suspected of exploiting minors to the National Center for Missing and Exploited Children (NCMEC) along with the data identifying the uploading user.

We may disclose user data in situations involving legal claims against us or one of our users. If you submit a Digital Millennium Copyright Act (DMCA) or other takedown notice, we may share that notice with the affected user. If you challenge such a notice, we may share your response with the complainant.

We may share your data with potential transaction partners, advisors, and others in the event our company is, in whole or part, acquired by a third party. In such case, we will use reasonable efforts to require the acquiring entity to comply with this Privacy Policy.

We retain the organization data for as long as the organization has the account. When you close an account, we will delete its content, including its videos. We may retain logs of automatically collected information (for internal analytics and security purposes); your email address; communications with you; and your transactional information (for auditing, tax, and financial purposes). When we no longer have a business reason for retaining data, we will delete or anonymize it.

We retain deleted videos on our servers for a short period, or as detailed in the individual enterprise agreement. Once we delete a video, we may not be able to recover it.

If we receive legal process pertaining to your account, we will retain your data for as long as we in good faith believe is necessary to comply with the legal process. Similarly, if we believe that your account has been involved in wrongdoing, we may preserve your data to defend or assert our rights.

You may download and store your videos outside of ILOG services.

You may close your account (which will delete all videos).

As part of our services you have the ability to limit the distribution of your content, including your videos, only to users you identify. This section explains some of your choices.

Staff Members

Our enterprise subscription enables you to grant account-level access rights to others within your organization. Persons with such access may be able to see and potentially alter your data. You may revoke Team Member access at any time.

You may create a sharable link to your video for the purpose of sharing your video with others. Creating such a sharable link will override your privacy settings and will allow anyone who enters the link in a browser to view your video without restriction. Similarly, embedding your video on a publicly-available website will allow the public to view your video regardless of your privacy settings.

You should exercise caution in granting access to others (whether through link sharing or passwords). Once you have granted access to someone else, you lose a degree of control over the distribution of your video as those persons may share the password and/or link with other people.

If you create an account, you may receive commercial emails from us. This includes newsletters and offers. You may always opt out from receiving commercial messages in your account settings. Please note that any opt-out request may take several days to process and you will continue to receive transactional emails from us (e.g., emails confirming transactions and/or providing information about your account).

We use physical, technical, and organizational security measures to safeguard your data from unauthorized or accidental disclosure. Despite these efforts, no information system can be 100% secure, so we cannot guarantee the absolute security of your information. Users also have a role to play in keeping their data safe. We encourage you to use a unique and hard-to-guess password for your account and to not share it with others. You should only grant access rights to people whom you know and trust, and, even then, you should be careful in granting all access rights. You should monitor your account regularly. If you believe that someone has gained access to your account without your permission, please contact us immediately so that we can investigate.

You may receive other people's data in using our service. If you receive information from other users, you must process that information in compliance with your published privacy policy and all applicable laws, including those concerning privacy, data security, and online marketing.

Under California's "Shine the Light" law, California residents have the right to opt out of disclosing information to third parties for the purpose of allowing such third parties to directly market their products and services. We do not engage in this type of disclosure to third parties to market their products and services.

Under the California Consumer Privacy Act ("CCPA"), California consumers have the following rights, which can be exercised directly or in certain cases, through an authorized agent:

You have the right to request information about the categories and sources of personal information we collect, our purposes for collecting the information, and the types of third parties that receive that information. You may exercise this right once per 12-month period by email us.

You have the right to request that we delete some or all of the personal information that we have about you. Deleting all data will typically require the deletion of your account, along with all content, including your videos. Notwithstanding the foregoing, we may retain information to provide services you have ordered, complete transactions, honor opt-outs, prevent fraud, spam, and other abuse, comply with our legal obligations, cooperate with law enforcement, and to exercise and defend our rights. You may exercise your right to delete using this form.

You have the right to opt out of the sale of your personal information, and to request information about whether we have sold your personal information in the past 12 months. We do not sell your personal information.

We won't discriminate against you because you exercise any rights herein.

To exercise your rights to know and delete, we must be able to verify your identity as the owner of the account you are inquiring about. We may not be able to fulfill your request until we can do so. In general, we verify identity by confirming that you are the owner of the email address associated with the account. An authorized agent submitting a request on your behalf must also have access to the email address associated with the account, along with sufficient evidence that you have authorized that person to submit the request on your behalf.

Nevada residents have the right to opt out of the sale of certain "covered information" collected by operators of websites or online services. We currently do not sell covered information, as "sale" is defined by such law, and we don't have plans to sell this information.

Please become familiar with our data practices as set forth in this Privacy Policy. We may share your data as explained in this Privacy Policy, such as to enhance your experiences and our services, and those activities will be unaffected by a Nevada do not sell request.

For any questions, inquiries, or complaints relating to your privacy, please contact us at:

Information Logistics.
Attention: Legal
2500 McClellan Ave, Suite 410
Pennsauken, NJ 08109
support@ilogcorp.com

In the event of a conflict between term or provision in this Supplement or the Access Services Agreement, the term or provision contained in this Supplement shall control.

SUPPLEMENT "B" TO ACCESS SERVICES AGREEMENT

Enterprise Subscriptions

Except as detailed in an individual enterprise services agreement, the products and services you order from us are governed by our standard Access Services Agreement available at https://ilogcorp.com/about/access.aspx, as modified by these Enterprise Terms.

SaaS Subscriptions: Subscription services will be deemed made available on the identified Start Date as stated in the work order, regardless of when you start using all or part of the services, and will continue for the duration of the identified Service Period as stated in the work order. If a work order is executed or returned to ILOG after the stated Start Date, ILOG may adjust the Start Date and End Date based on when ILOG makes the services available to you, and for the same duration as originally specified since you may need to complete certain tasks in order to start using the services.

Unless otherwise stated in the individual enterprise services agreement or on your work order, your Agreement will automatically renew for successive 12-month periods until either ILOG or you provides at least thirty days' written notice of termination before a renewal period begins.

Either ILOG or you may terminate the Agreement if the other party fails to cure any material breach thereof within two weeks of written notice of the breach.

We may terminate the Agreement immediately if you (a) repeatedly violate our Access Services Agreement or (b) become insolvent, enter bankruptcy, reorganization, composition or other similar proceedings under applicable laws, whether voluntary or involuntary, or admit in writing your inability to pay your debts, or make or attempt to make an assignment for the benefit of creditors.

Upon expiration or termination for any reason, all rights granted to you under this Agreement will immediately terminate, ILOG will immediately remove your accounts and all content associated with your agreement, and you must immediately stop using the services.

In the event of termination for your breach, we may terminate any other agreements with you.

Service Level Agreement

Your subscription services are subject to a Service Level Agreement as indicated in your agreement or on your work order.

Payment

You will pay the amounts set forth in your agreement or work order plus any applicable taxes. If the agreement or work order lists zero as the price, this indicates that the product or service is bundled with another paid product or service and shall not be construed as a standalone commitment to provide a free product or service. At the beginning of a renewal period (if any), we may, upon notice, increase prices by up to 5% annually.

If your usage exceeds stated limitations in the agreement or work order, we will charge you overage fees as prescribed in the agreement. You are responsible for monitoring your own usage. ILOG shall not be required to limit your usage or inform you if you are about to exceed usage limitations.

Sales and value-added taxes may apply to all purchases. You are solely responsible for paying such taxes or demonstrating that you are exempt.

All payment obligations are non-cancelable and paid amounts are non-refundable.

All invoices are payable within thirty days after the invoice date without offsets or deductions of any kind. Fixed fees may be invoiced in advance at the start of each period. Variable fees (e.g., overage fees, transactional fees, etc.) will be invoiced in arrears. You agree to receive invoices by email to the billing contact stated on the work order or by other method specified in the agreement or work order.

In the event of late payments or nonpayment: we may suspend or limit service to you until all fees are paid; we may charge interest of up to 1.5% per month or the maximum allowable by law (whichever is lower) on past-due amounts; and you agree to pay our reasonable costs of collection (including court filing fees and attorneys' fees).

Invoiced amounts will be deemed accounts stated and may not be disputed after six (6) months after the invoice date. No endorsement or statement on any check or payment or accompanying document will be construed as an accord or satisfaction. All amounts are expressed, and must be paid, in U.S. dollars.

ENTERPRISE SLA

We offer an uptime commitment to make the service available at least 99.90% of the time, excluding planned or excused downtime based on the number of minutes in the current month.

The service is up when you may, with appropriate hardware and sufficient bandwidth, perform the intended core function of the system (such as request a live stream, request a location, submit a HELP event) and end users of the Service may, with appropriate hardware and sufficient Internet bandwidth and proper permissions, access subsequent information and/or respond to the request (to initiate or view live stream, submit location, participate in event communications) through the Service. The service is not available when these functions are substantially degraded or not operating.

Service unavailability shall be excused when the degraded performance or downtime is due to any of the following

Scheduled/Standard Maintenance up to two (2) hours per calendar month;
- We may perform standard maintenance, upgrades, replacement of hardware or software, or any other like activity that may impact Availability as we reasonably believe necessary to correct, maintain, and improve the service. We will use commercially reasonable efforts to notify you of Scheduled Maintenance at least one (1) week before it begins. This will be scheduled at non-peak times as best possible.
  - Emergency Maintenance up to one (1) hour per calendar month;
- We may perform emergency maintenance that we deem necessary to fix critical problems or patch vulnerabilities that could substantially impact the usability of the service. This will be scheduled at non-peak times as best possible.
A force majeure event (including any act of God, natural disaster, fire, riot, act of terrorism or cyber-warfare, act of government, labor strike) to the extent the unavailability could not have been mitigated by implementation of reasonable backup and recovery plans;
An outage that affects more than 50% of regional or US Internet traffic;
The unavailability of Amazon or Google cloud-based services;
Blocking or throttling by an Internet service provider or transit provider;
Your intentional acts, errors, or omissions.

You and your end users are solely responsible for obtaining appropriate hardware and Internet access to use the Service. The Service shall not be deemed unavailable due to your or your end users' inability to access it for reasons beyond our control.

If availability as calculated above is at or greater than 99% but less than 99.9%, a credit of 10% of the monthly fixed fees will be available.

If availability as calculated above is below 99%, a credit of 25% of the monthly fixed fees will be available. This is the sole remedy for breach of the uptime commitment. A breach of uptime commitment is not considered a breach of contract. Credits and SLA metrics and remedies are not available to any free or demonstration services.

You must request the applicable credit in writing to your ILOG project manager within sixty days of the month in which the SLA was not met. Credits must be fully used within 12 months for annual accounts, and within six months for monthly accounts. After these times, credits will expire. Credits will not be applied to overage or excess usage above the contracted amount. Credits will not be available if you fail to follow the above request procedures; have materially breached your contract with us; or have invoices totaling more than $1000 that are more than thirty (30) days past due at either the time of your request or the time the Credit is to be applied.

Miscellaneous

No press releases will be issued without prior written consent.

You grant us permission to use your name and logo on our customers lists, marketing pitch-books, and investor materials.

ILOG may modify these Enterprise Terms or any applicable online terms of service at any time without notice. ILOG will post a revised set of terms on its website, in a commercially reasonable time after the revisions are made. Except for changes that ILOG determines are required by applicable law or regulation and changes that concern ILOGS Access Services Agreement, any changes will apply going forward and your consent shall be required for changes that materially diminish your rights.

Any assignment of the Agreement by you without our prior written consent shall be void.

The Agreement constitutes the entire agreement and understanding between the parties as to the subject matter thereof and supersedes all prior agreements and understandings, written or oral, including any proposals, price quotes, and non-disclosure agreements. No additional terms set forth in any subsequent "purchase order" or "clickwrap" agreement that may be presented to and clicked through by us as part of your procurement or payment portal will have any binding effect.

To the extent there is any inconsistency between your individual agreement, work order and any online document, the following documents shall control, in this order: 1. individual agreement, 2. the work order; 3. these terms, and 4. the online access services agreement.

In the event of a conflict between term or provision in this Supplement or the Access Services Agreement, the term or provision contained in this Supplement shall control.