Vendor is a provider of secure online data backup through software products (the “Software”). Effective upon payment of the first installment of the Service Fee, Vendor hereby grants to the Client a non-exclusive, perpetual, world-wide and non-transferable license to use the Software executable code and accompanying documentation solely for its internal operations. The original and all copies of the Software or any computer program, modification, correction, or enhancement to any computer program, documentation relating thereto, and all inventions, systems, processes, improvements and patentable ideas, which were or are later conceived by Vendor alone or with others, in whole or in part, are the sole property of Vendor. The Client acknowledges that the Software and its structure, organization, and source code constitute valuable trade secrets of Vendor. Vendor retains and reserves exclusive ownership of all Intellectual Property Rights in the Software, including any derivative works or modifications. All work performed by Vendor pursuant to this Agreement will not be considered a work for hire, and Vendor will own all Intellectual Property Rights. “Intellectual Property Rights” shall mean all copyrights, trademarks, service marks, trade secrets, patents, patent applications, moral rights, contract rights, and other proprietary rights.

The Client agrees not to (i) copy, distribute, modify, adapt, alter, translate, or create derivative works from the Software; (ii) merge the Software with other software; (iii) sublicense, lease, rent, or loan the Software to any third party; (iv) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; (v) make any copies of the Software; or (vi) otherwise use the Software except as expressly allowed in this Agreement. Licensee acknowledges that this provision is a material part of this Agreement.

Vendor will provide maintenance of the Software and remote technical support services (collectively, the “Service”) for the Client during the term of this Agreement. Such maintenance and services shall include (i) use of an external third party data center (the “Data Center”) to store the Client backed up through the use of the Software, (ii) technical assistance with use of the software, (iii) assistance to retrieve backup data as requested by the Client, and (iv) any other services mutually agreed to by the Parties.

The Client shall provide Vendor with access to its computer hardware and software, usernames, passwords, and any other documents or information which Vendor may reasonably request of the Client order to enable Vendor to fulfill its obligations under this Agreement. In addition, the Client shall notify Vendor of any faults or problems it has with the Software, promptly after such fault or problem occurs. The Client shall notify Vendor of any change in the information provided herein. The Client shall be solely responsible for maintaining its Username and Password as used in connection with the Software. Vendor or its personnel will have no access to the Client’s Username and Password. Any data backed up using the Software can only be retrieved using this Username and Password, if such Username and Password is misplaced or forgotten then the Client’s data may not be retrievable. The Client shall be solely responsible for any consequences arising out of the Client’s failure to maintain the confidentiality of its Username and Password as used in connection with the Software. Vendor shall have no liability if such Username or Password is disclosed, lost, misused or altered. The Client is solely responsible for choosing the files to be backed up and a restoration point for the software (i.e. the number of days that all files will be saved on the server). Following the expiration of the restoration point, the saved files will be deleted. For example, if the Client chooses 7 days as the restoration point, files saved on January 1 will be deleted from the server on January 8 and will not be retrievable. Vendor shall have no liability for data that is deleted or not retrievable following the expiration of the restoration point.

The Client is solely responsible for the content of all data it stores or retrieves from, or attempt to store or retrieves from its account and for all transmissions by it from and to its account. The Client’s use of the Service is subject to all applicable local, state, national and international laws and regulations. The Client will: (a) not use the Service for any illegal purposes; (b) not use the Service to store, retrieve, transmit or view any file, data, image or program that contains: (i) any illegal pictures, materials or information; (ii) any harassing, libelous, abusive, threatening, harmful, vulgar, pornographic, obscene or otherwise objectionable material of any kind or nature; (iii) any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation; (iv) any code or material that violates the intellectual property rights of others; (v) any Windows temporary files of any kind or (vi) any viruses, worms, "Trojan horses" or any other similar contaminating or destructive features; (c) comply with United States and other applicable law regarding the exportation and re-exportation of any data or other materials from the United States or other jurisdictions through the Service; (d) not use the Service for any spamming, chain letters or other use that may otherwise disrupt the Service or the networks through which it accesses and uses the Service; (e) comply with all regulations, policies and procedures of networks through which it accesses and uses the Service; and (f) not access or attempt to access any Service account for which it has no access authorization or duplicate, modify, distribute or display any of the data or files from any such account.(g) not use sharing features in a way that amounts to 'publishing' and restrict the use of sharing features to share data between friends, colleagues and business partners, in a very limited sense. (h) use the Service to sell digital content to others. It is not a media for dissemination of digital content for commercial purposes. The Software is NOT a service for storing and disseminating large amounts of data to large number of recipients. It is an online storage and backup service. Vendor is not responsible for any business interruptions that may be caused due to this process. Any link(s) provided through a web site or a mass email to download/upload files stored through the Service is completely unacceptable and would be considered as violation of terms as per the (g) clause mentioned above.

The Client is solely responsible for (a) obtaining sufficient rights to the content of all data and files stored by it through the Service and (b) ensuring that such content does not include any of the items listed in section 2.3 above. Vendor normally does not review, inspect, edit or monitor any content, data or files stored by the Client or any other user of the Service, including, without limitation, for viruses, worms, "Trojan horses" or any other similar contaminating or destructive features. However, if Vendor has suspicion that an account is being used for storage and distribution of any illegal material such as copyrighted content, Vendor reserves the right to examine the content of the online storage and backup account. In addition, Vendor may be asked to provide user data and logs as a part of a legal issue in a third party case by a court order or a subpoena, discovery request or other lawful process that may override privacy rules. Vendor reserves the right to refuse, remove or disable access to any data or files stored on Vendor’s servers with immediate effect in the event that Vendor learns may be illegal, may violate the terms of this Agreement, may violate the rights of any third party or otherwise may be reasonably objectionable. Vendor shall have the right to block or suspend Client's access to the Software, or the Service as Vendor may, in its reasonable discretion, deem necessary to preserve the security and integrity of the Software and the Service, including, without limitation, upon any of the following circumstances: (i) full or partial failure of the Software or the Service, (ii) a breach in the security of the Software or the Service, or (iii) a breach by Client of any of Client's obligations under this Agreement. The Client acknowledges and understands that Vendor may be able to see the names of files backed up.

Client understands and agrees that the initial upload of Client's data to the backup server and the Data Center may take from a few minutes to several days depending upon the size of the data and the connection speed of Client's computer system. Client understands that until such initial upload of data has been completed successfully Client's data will not be backed up completely as described herein. When the initial upload process has been completed successfully Client will receive an e-mail from Vendor stating "full initial backup completed." Client understands and agrees that the restored files and folders will be placed on the Client’s Desktop and Client will be solely responsible for placing such files in the appropriate location on its computer(s) / server(s). Client shall bear all risk of loss of Client files while in transit to or from Vendor. Vendor shall not be responsible for any loss, theft, corruption or modification of Client files transmitted, stored, retrieved, viewed, used or otherwise provided in connection with the Software or the Service.

Vendor will charge and the Client agrees to pay a monthly fee in arrears for the data backed up through the use of the software at the rates set forth on Exhibit A attached hereto and made a part hereof, for each calendar month that this Agreement is in effect (the “Service Fee”). Client acknowledges that at the end of each billing period, if Client is using more than the allotted amount of storage based on the total number of Gigabytes (GB) Client has selected, then Vendor shall charge an additional fee for Client's additional Gigabytes (GB). Such fee shall be calculated based on the total number of Gigabytes (GB) used multiplied by the implied price per Gigabyte (GB), billed in one Gigabyte (GB) increments. Vendor, in its sole and absolute discretion, may waive or reduce such fees for Client or any other client of Vendor. The Service Fee does not include any visits to client’s location; any such visits are an additional charge to be determined by Vendor and Client in the event a visit in necessary or desirable. Any additional license needed to backup a database like MSSQL, SQL or Microsoft Exchange etc. is not included in the Service Fee and will be charged separately. Client is responsible for all sales, use and other taxes that are levied or imposed by reason of the Agreement, Client’s use of the Software or the Service, this Agreement, or the transactions contemplated herein, other than taxes imposed on Vendor's net income. The rate charged for each month shall be the rate applicable to the largest amount of data backed up by the client during such month times the total number of days during such month (notwithstanding that the Client may have had a smaller amount of data backed up during certain days of such month. If any additional hardware is requested or required by Client in connection with a restoration, Client shall pay the costs of such hardware and the costs of shipping such hardware to Client.

Client’s credit card shall be debited automatically on the first day of each annual, biennial, or monthly billing period for the Service Fee, depending on the billing frequency Client selected when they signed up for Services. Client shall maintain a current authorization for Vendor to debit Client's credit card account for such amounts. In addition, Client shall provide Vendor a current street address and Internet email address for all communications and shall notify Vendor of any change of address. For situations where the Client's credit card issuing financial institution has been notified of a payment dispute, Client agrees that proof of Service usage by Client constitutes Client's authorization to submit payment request to Credit Card issuing financial institution. Vendor will invoice the Client for the Service Fee only upon request of the Client. Payment is due by the fourteen (14) day of each calendar month. Payments received later than the fourteen (14) day of each calendar month shall be subject to annual interest at the rate of ten percent (10%) or the highest permitted by state law, whichever is lower. If any account becomes delinquent and is sent to a collections agency, the Client will be liable for the payments due, interest charges, and the costs and expenses of collections, or litigation, including reasonable attorneys’ fees.

The term of this Agreement will begin on the date hereof and continue in force until the second anniversary of the date hereof. Thereafter, this Agreement shall automatically renew for an additional one year period unless terminated by either party by providing the other Party with written notice of such termination within the thirty (30) days prior to the end of the term. Client shall not have the option to terminate this Agreement prior to the end of the initial term or any yearly renewal term. In the event Client terminates this Agreement prior to the end of a term, Client shall be required to pay all fees due and owing up to the end of the then current term.

Vendor may terminate this Agreement effective immediately at any time for any reason or no reason and Vendor may notify Client of such termination via e-mail. In the event of a termination, Client shall pay all fees due and owing up to the date of termination and Vendor may remove or destroy data stored by Client through use of the Software. In no event shall Vendor be liable for any losses caused by termination of this Agreement pursuant to this Section 4.2.

This Agreement is terminable immediately without notice by a Party if the other Party: (i) voluntarily institutes insolvency, receivership or bankruptcy proceedings, (ii) is involuntarily made subject to any bankruptcy or insolvency proceeding and such proceeding is not dismissed within sixty (60) days of the filing of such proceeding; (iii) makes an assignment for the benefit of creditors, or (iv) undergoes any dissolution or cessation of business.

The provisions of Article 1, Article 5, Article 6, Article 7, and this Article 4 shall survive the expiration or termination of this Agreement for any reason.

For the purposes of this Agreement, “Confidential Information” means the following information that is disclosed by or on behalf of a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) hereunder: (i) the terms of this Agreement, (ii) the software, technology, ideas, formulae, know how, passwords, usernames, documentation, procedures, algorithms and trade secrets embodied in the Software, technical documentation, solution methodology, user manuals and other deliverables (including the developments and adaptations to the Software) and (iii) any information provided by either party to the other whether or not marked or identified as confidential. Notwithstanding the foregoing, Confidential Information does not include information which: (i) is or becomes public knowledge without any action by, or involvement of, Receiving Party; (ii) is disclosed by Receiving Party with the prior written approval of the Disclosing Party; (iii) is independently developed by Receiving Party without use of Confidential Information, provided that Receiving Party substantiates such independent development with contemporaneous documents; or (iv) is required to be disclosed pursuant to an applicable law or by order of any court or governmental agency.

Receiving Party agrees: (i) not to disclose the Confidential Information to anyone other than its employees and contractors without prior written permission of the Disclosing Party; (ii) not to use the Confidential Information, except as required to perform any obligations under this Agreement; (iii) to ensure that any of its employees and contractors who receive access to Confidential Information are advised of the confidential and proprietary nature thereof and are prohibited from copying, utilizing or disclosing Confidential Information, except as required to perform any obligations under this Agreement, and (iv) to employ with regard to the Confidential Information procedures that are no less restrictive than the procedures used by it to protect its own confidential and proprietary information of similar sensitivity (and that in no event are less restrictive than reasonable procedures). Either Party shall notify the other Party promptly if it becomes aware of the disclosure of any Confidential Information. If Receiving Party is requested to disclose any of the Confidential Information pursuant to any judicial or governmental order, Receiving Party will, to the extent reasonably feasible, give the Disclosing Party written notice of the request and opportunity to contest the order prior to disclosing the Confidential Information.

THE SOFTWARE AND SERVICES ARE PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND. THE CLIENT RECOGNIZES THAT THE “AS IS” CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH VENDOR WOULD NOT HAVE AGREED TO ENTER THIS AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED IN THE IMMEDIATELY PRECEDING SECTION, VENDOR DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SOFTWARE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY OF DESIGN AND ANY WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. VENDOR DOES NOT WARRANT THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT REGARDING THE SOFTWARE AND SERVICES SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY WHATSOEVER. ANY STATEMENTS SUCH AS ADVERTISING OR PRESENTATIONS, WHETHER WRITTEN OR ORAL, DO NOT CONSTITUTE A WARRANTY BY VENDOR AND SHOULD NOT BE RELIED UPON AS A WARRANTY OF VENDOR. THE COMPANY ACKNOWLEDGES THAT HE OR SHE HAS RELIED ON NO WARRANTIES OR STATEMENTS OTHER THAN AS MAY BE SET FORTH HEREIN. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THIS LIMITATION MAY NOT APPLY TO YOU.

VENDOR AND ITS AFFILIATES, OWNERS AND AGENTS (“VENDOR ENTITIES”) WILL NOT BE LIABLE TO THE COMPANY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE COMPANY’S RIGHTS) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST REVENUES OR PROFITS, LOSS OF USE, DAMAGE TO EXISTING SYSTEMS, LOSS OF COST OR OTHER SAVINGS OR LOSS OF GOODWILL OR REPUTATION) WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION PERSONAL INJURY, LOSS OF DATA, LOSS OF PROFITS, DATA OR OUTPUT FROM THE SOFTWARE BEING RENDERED INNACURATE, FAILURE OF THE SOFTWARE TO OPERATE WITH OTHER PROGRAMS, DAMAGES FOR LOSS OF GOODWILL, BUSINESS INTERUPTION, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER DAMAGES OR LOSSES WHATSOEVER REGARDLESS OF WHETHER VENDOR WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.

VENDOR ENTITY’S MAXIMUM CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE LICENSE OR SERVICES PROVIDED HEREUNDER, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE AGGREGATE AMOUNT OF THE FEES PAID AND PAYABLE TO VENDOR BY THE COMPANY UNDER THIS AGREEMENT DURING THE TWO MONTH PERIOD PRECEDING THE DATE ON WHICH SUCH CLAIM ARISES. SOME STATES DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS LIMITATION MAY NOT APPLY TO YOU. THE FOREGOING PROVISIONS SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Client shall defend, hold harmless, and indemnify Vendor, and any party claiming by or through Vendor (the "Vendor Indemnified Parties") from and against any claim, suit or proceeding brought by a third party or government agency against any Vendor Indemnified Parties to the extent that it is based on (i) any claim arising out of Client's use of the Software or the Service and related information and documentation; (ii) any claim with respect to, or arising out of, the Client files, including, without limitation, any claim that such Client files infringe any patent, copyright, trademark, trade secret or other proprietary right or any contractual right or privacy right of any third party; or (iii) any claim arising out of any breach by Client of any of its representations, warranties, or covenants hereunder.

Client represents and warrants that, at the time it provides any Client files to Vendor and at all times during which such Client files are stored in connection with the Service, it is the owner of all such Client files, and all confidential information contained therein, and has full authority to provide the Client files to Vendor as contemplated by this Agreement. Client represents and warrants that no Client files infringe upon or violate any patent, copyright, trademark, trade secret or other proprietary right or any contractual right or privacy right of any third party. Client further represents and warrants that it is duly authorized to enter into this Agreement and make the commitments set forth herein.

This Agreement, and any and all disputes arising from or relating to this Agreement, will be governed by and construed under the laws of the State of New Jersey, without reference to its conflicts of law principles. Any dispute, claim or controversy that may arise in connection with this Agreement shall be first negotiated in good faith by the Parties, and if such negotiations do not result in a mutually agreeable resolution, either Party may bring a claim against the other Party, provided that such claim shall be exclusively venued in the state or federal courts located in the State of New Jersey. Each Party hereby irrevocably submits to the exclusive jurisdiction of such courts for any such claims, and waives any objections to such courts based on venue or the doctrine of forum non conveniens.

Each Party is an independent contractor of the other Party. Nothing in this Agreement will constitute a partnership between or joint venture by the Parties, or constitute either Party the agent of the other. Neither Party will assign or otherwise transfer any of its rights or obligations under this Agreement without the prior, written consent of the other Party. Notwithstanding the foregoing, either Party may, without the consent of the other Party, assign or otherwise transfer this Agreement to any of its affiliates, or in connection with a merger, consolidation, sale of stock, sale of all or substantially all assets or other change of control transaction. Any assignment, subcontracting or other transfer not in accordance with this Section will be null and void. This Agreement is binding upon and will inure to the benefit of each Party and their respective permitted successors or assigns. Vendor’s suppliers and salesman are the intended third party beneficiaries of this Agreement.

This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter herein and merges all discussions, representations, covenants, promises, discussions, negotiations, and exchanges between them with respect thereto. No modification of or amendment to this Agreement will be effective unless in writing signed by authorized representatives of both Parties. No waiver of any rights is to be charged against any Party unless such waiver is in writing signed by an authorized representative of the Party so charged. No failure on the part of any party to exercise and no delay in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise thereof or the exercise of any other right.

All notices and other communications hereunder will be in writing and will be deemed effective when delivered by hand, by e-mail if receipt is acknowledged by the receiver or by facsimile transmission, or upon receipt when mailed by registered or certified mail (return receipt requested), postage prepaid, or by bonded overnight courier, to the Parties at the addresses listed above (or at such other address for a Party as shall be specified by written notice):

If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect, and, if legally permitted, such offending provision shall be replaced with an enforceable provision that as nearly as possible effects the Parties’ intent. The obligations under Artices 1, 3, 4, 5, 6, and 7 shall survive the termination or expiration of this Agreement. This Agreement and any exhibit attached hereto may be executed in multiple counterparts (which may be exchanged by facsimile), each of which will be deemed an original and all of which together will constitute one instrument.