Software Services Agreement

This Software Hosting Services Agreement ("Agreement"), is made as of the Order Date of the service, by and between ITEMA, INC. ("ITema"), and the ordering party ("Customer").

ITema will provide Customer with use of the software subscribed to by Customer and the support services set forth in this Agreement (collectively, the "Services"), solely for the purpose of hosting the software subscribed to by Customer. ("Software") In cases where Customer is a paid licensee of a commercial product that is hosted by ITema, then the Vendor of that product is herein referred to as ("Vendor"). All other hardware and software whether located at Customer's place of business or elsewhere shall be the responsibility of the Customer. ITema reserves the right to modify any Service from time to time; provided that Customer may terminate a Service without penalty in the 30 days following notice from ITema of the implementation of any change to a Service that has a material adverse affect on the functionality of that Service, if ITema fails to correct the adverse effect in the 30 days following Customer's written notification to ITema of such effect. ITema, its affiliates or subcontractors may perform some or all of ITema's duties and/or obligations hereunder.

Customer is responsible for establishing and maintaining its Internet connection necessary to access and use the Services. All use of the Services must comply with the user policies established by ITema from time to time and posted on the ITema website located at URL: http://www.itema.com/ (the "Policy"). ITema reserves the right to amend the Policy from time to time, effective upon posting of the revised Policy at the URL or other notice to Customer. ITema reserves the right to suspend the Services or terminate this Agreement effective upon notice for a violation of the Policy. At ITema's request, Customer agrees to defend, indemnify and hold harmless ITema from any losses, damages, costs, liabilities or expenses resulting from any third party claim or allegation ("Claim") arising out of, or relating to, use of the Services, including but not limited to any Claim which, if true, would constitute a violation of the Policy.

Except as otherwise provided in Section 4 below, ITema will use commercially reasonable efforts to make the Services available in accordance with prevailing hosting industry standards, taking into account the Customer's workstations and the speed of their connection to the ITema hardware (the "Technical Standards"). ITema will use commercially reasonable efforts under the circumstances to remedy any interruptions, omissions, mistakes, accidents or errors in the Services (hereinafter "Defects") and restore the Services substantially in accordance with the Technical Standards. If the Services fail to substantially conform to the Technical Standards over a continuous period of thirty (30) days after written notice to ITema of such nonconformity, Customer may terminate Services, provided that the Defect is not caused or contributed to, directly or indirectly, by any act or omission of Customer or its customers, affiliates, agents, representatives, invitees or licensees, other than normal use of the Services in accordance with the Policy. In the event Customer terminates Services under this section, ITema shall only refund payment for any full months remaining on a full year agreement. This Section 3 sets forth Customer's sole remedies for any claim relating to the Services, including any failure to meet any guarantee set forth herein. ITema's records and data shall be the basis for all service level calculations and determinations.

Customer acknowledges that, except as expressly provided in this Section 4, all support for the application software subscribed shall be provided by the Vendor of that software as defined pursuant to any separate software license agreement between Customer and the Vendor in question. ITema shall provide support to Customer only with respect to access and availability of the subscribed Software maintained by ITema pursuant to this Agreement ("ITema Support"). ITema Support shall be available through the ITema Web Site at http://www.itema.com/support.html and via email to support@itema.com during the hours of 8:00 a.m. to 5:00 p.m., eastern time, Monday through Friday, excluding federal holidays. In addition to ITema Support, ITema shall provide Customer with knowledge based and FAQ information regarding installation of the Software and use of the ITema customer portal. After the provided hours, ITema shall provide support at the rate then in effect for each hour or fraction thereof. Customer acknowledges and agrees that ITema will provide all server-side installation, setup and support, and that neither Customer nor any third party engaged by customer shall be permitted to provide such services.

The initial term of this Agreement shall commence on the Effective Date and shall continue for the period subscribed as the "Initial Term." Upon expiration of an Initial Term, this Agreement shall automatically renew for additional terms equal to the initial term at ITema' option, unless Customer provides ITema with written notice of its intent not to renew prior to the end of the Initial Term or then-current Renewal Term. Payment for the Renewal Term shall be made by Customer prior to expiration of the current agreement. ITema shall notify Customer of any change in the fees for this agreement prior to expiration of the current agreement. ITema's obligations to host commercial Vendor software pursuant to this Agreement also shall terminate immediately upon ITema' receipt of notice from Vendor or subsequent licensor of Vendor that Customer's license for the Vendor Software has terminated. Either party may terminate this Agreement for Cause. "Cause" shall mean a breach by the other party of any material provision of this Agreement, provided that written notice of the breach has been given to the breaching party, and the breach has not been cured within thirty (30) days after delivery of such notice. In addition, ITema shall have the right to terminate this Agreement immediately, in the event that Customer ceases to do business in the normal course, becomes or is declared insolvent or bankrupt, is the subject of any proceeding relating to liquidation or insolvency which is not dismissed within ninety (90) days, or makes an assignment for the benefit of its creditors. In the event of termination of this Agreement other than by Customer for Cause prior to the expiration of the applicable Initial Term set forth above, Customer shall not be entitled to a refund of any portion of the services fee(s) paid to ITema and shall be obligated to pay ITema for the remainder of any service fees that otherwise would be due from Customer for the remainder of the Initial Term.

Customer agrees to the fees for the Services as subscribed. All payments for fees shall be made in U.S. Dollars. All fees for the Services shall be paid in advance upon execution of this Agreement. Fees for additional Server Support incurred by Customer under Section 4 shall be invoiced to Customer in arrears at the beginning of the month following the month in which they are incurred. Any additional charges, including, but not limited to, any early cancellation charges, accrued interest, and late fees, may be invoiced in arrears. All payments for fees other than annual fees for Services are due within thirty (30) days of the invoice date. Amounts that are not paid in full when due will be subject to interest charges of the lesser of one and one-half percent (1.5%) per month or the highest amount permitted by law, which interest shall accrue daily. If Customer does not give ITema written notice of a dispute with respect to ITema charges or taxes within one (1) month of the date of an invoice, such invoice shall be deemed to correct and binding on Customer. In the event Customer fails to pay an invoice within 30 days of invoice date, ITema may issue a notice of default, and may discontinue the Services and/or terminate this Agreement in the event Customer has not fully paid all invoices within seven (7) days of the default notice. Customer agrees to pay ITema its reasonable expenses, including attorney and collection agency fees, incurred in enforcing its rights under this Agreement.

Customer shall be liable for, pay and, to the extent applicable, reimburse ITema for all local, state, federal and foreign taxes or similar assessments or charges (including any interest and penalties imposed thereon), arising out of this Agreement or the sale or use of the Services hereunder but excluding taxes based on the net income or gross receipts of ITema. ITema will have the right, at any time during any term of this Agreement, to pass through and invoice to Customer any new or increased fees, assessments, taxes or other charges imposed on, or required to be collected by, ITema or its subcontractors or agents by any governmental agency or its designee. In addition, Customer will pay and be solely responsible for all taxes, fees and charges levied directly upon it. If Customer provides ITema with a duly authorized exemption certificate, ITema will exempt Customer in accordance with the law, effective on the date ITema receives the exemption certificate.

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3 ABOVE, ITEMA (a) MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, FOR THE SERVICES IT IS PROVIDING, AND (b) DISCLAIMS ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. ITema exercises no control over and accepts no responsibility for the content of the information passing through the Services. ITema specifically denies any responsibility for the accuracy or quality of information obtained through the Services. Use of any information obtained via the Services is at Customer's own risk.

EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN NO EVENT SHALL EITHER PARTY OR ANY OF ITEMA'S SUPPLIERS OR LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, LOST REVENUE, OR LOST DATA), NOR SHALL ITEMA'S SUPPLIERS OR LICENSORS BE LIABLE FOR DIRECT DAMAGES TO THE EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL ITEMA'S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT FOR ALL CLAIMS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE) EXCEED THE LESSER OF $1000 OR THE AMOUNTS PAID TO ITEMA FOR THE SERVICES GIVING RISE TO A CLAIM IN THE TWELVE MONTHS PRECEDING THE DATE OF SUCH CLAIM. Customer agrees and acknowledges that it is in a better position to foresee and evaluate any potential damage or loss it may suffer in connection with the Services and that the fees payable under this Agreement have been calculated on the basis that ITema shall exclude liability as provided in this Section.

Commencing on the date Customer executes this Agreement and continuing for a period of three (3) years from the termination of this Agreement, each party shall protect as confidential, and shall not disclose to any third party without the disclosing party's written consent, any Confidential Information received from the disclosing party or otherwise discovered by the receiving party during the term of this Agreement, including, but not limited to, the pricing and terms of this Agreement, and any information relating to the disclosing party's technology, business affairs, marketing or sales plans, and any non-public information regarding the performance of the Services (collectively the "Confidential Information"). The parties shall use Confidential Information only for the purpose of this Agreement and shall only disclose Confidential Information to affiliates, employees, subcontractors or advisors under a similar obligation of confidentiality. The foregoing restrictions on use and disclosure of Confidential Information do not apply to information that: (i) is in the possession of the receiving party at the time of its disclosure and is not otherwise subject to obligations of confidentiality; (ii) is, or becomes publicly known, through no wrongful act or omission of the receiving party; (iii) is received without restriction from a third party free to disclose it without obligation to the disclosing party; (iv) is developed independently by the receiving party without reference to the Confidential Information, or (v) is required to be disclosed by law, regulation, or court or governmental order, however, the party subject to such law, regulation or court or governmental order shall use reasonable efforts to minimize such disclosure and shall notify the other party contemporaneously of such disclosure.

Loss. All data created or transmitted by Customer and stored on ITema servers as part of the Services ("Customer Data") shall at all times be owned by Customer. Except as instructed by Customer directly or through instructions provided to the servers through Customer's use of the Software, ITema shall treat Customer Data as Confidential Information. Upon termination or cancellation of this Agreement for any reason, ITema shall return all Customer Data to Customer in the file format used by the Software. As a convenience for Customer, ITema shall perform a regular backup of all Customer Data, but ITema shall in no event be liable to Customer or any third party for loss, destruction or corruption of Customer Data. Customer agrees and acknowledges that it is in a better position to foresee and evaluate any potential damage or loss it may suffer in connection with loss of Customer Data and that the fees payable under this Agreement have been calculated on the basis that ITema shall exclude liability as provided in this Section.

All access to the Services shall be controlled by user names and passwords issued by ITema to Customer from time to time upon request by Customer. Each user name and password will be unique to each staff member that Customer designates is authorized to access the Services. Customer is solely responsible for the security of the user names and passwords issued to Customer's staff members. Any access to the Services using such user names and passwords will be deemed access by Customer, except where access is the result of unauthorized disclosure of user names and passwords by the negligent or willful act of ITema. Upon request by Customer, ITema will either (i) obtain (at Customer's sole cost and expense) and install a digital secured server certificate for Customer or (ii) install a digital secured server certificate provided by Customer.

ITema shall not be deemed to be in default of any provision of this Agreement or be liable for any delay or failure in performance due to Force Majeure, which shall include without limitation acts of God, earthquake, weather conditions, labor disputes, changes in law, regulation or government policy, riots, war, fire, epidemics, acts or omissions of vendors or suppliers, equipment failures, transportation difficulties, malicious or criminal acts of third parties, or other occurrences which are beyond ITema's reasonable control.

ITema reserves the right to use the Customers name in its marketing and promotional materials, otherwise neither party may use the other party's name, trademarks, trade names, or other proprietary identifying symbols, or issue any press release or public statement relating to this Agreement without the prior written permission of the other party. No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted herein. This Agreement shall be interpreted according to the laws of the State of Connecticut without regard to, or application of, choice of law rules or principles, except that both parties waive their rights under, and hereby exclude application of, Connecticut's enactment of the Uniform Computer Information Transactions Act. Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed; provided that ITema may assign this Agreement or any of its rights hereunder to an affiliate or successor without Customer's written consent. This Agreement sets forth the entire and exclusive agreement between the parties, superseding all prior or contemporaneous representations, proposals, quotes, agreements or understandings concerning the subject matter addressed herein. Except as otherwise set forth herein, no amendment to this Agreement shall be valid unless in writing and signed by both parties. This Agreement shall be deemed accepted in, signed, and shall be construed and enforced in accordance with the laws of, the State of Connecticut as if made and to be performed entirely within such state when acknowledged by Customer during online the sign-on process provided by ITema where such sign-on process is designed and shown to be interrupted by failure to acknowledge acceptance of the terms and conditions described.