IceWeb

This Service Agreement is between you, the subscriber (the subscriber will be referred to as “you,” “your” or as the “Subscriber”), and IceWEB Online, Inc., a Virginia corporation which hosts the IceMAIL, IceVISTA, IcePORTAL, and IceSECURE services.

Agreement
You agree to subscribe to the IceWEB service (hereby referred to as “IceMAIL”, “IceVISTA”, “IcePORTAL”, “IceSECURE”, or “Service”).

IceMAIL Service is an email hosting service. IceMAIL Service operates redundant Microsoft Exchange servers through multiple Internet service providers, in order to provide fault tolerant email service with rare, if any, downtime. IceMAIL uses redundant directory servers. Your purchase of IceMAIL Service includes the use of Microsoft Exchange and Microsoft Outlook, which is licensed to IceMAIL by Microsoft. Through your subscription to IceMAIL Service you will be utilizing Microsoft Exchange as your email platform, as a sub-licensee of Microsoft Outlook and Microsoft Exchange.

IceVISTA Service is an web hosting service. IceVISTA Service operates Microsoft and Linux-based servers through multiple Internet service providers, in order to provide high availability and performance with rare, if any, downtime. IceVISTA may involve additional third party database or other software systems depending on the platform and programming within your web site/system. Each customer web site is a separate service which may be hosted on dedicated or shared physical web/host servers.

IcePORTAL Service is a web portal hosting service. IcePORTAL Service operates on Microsoft SharePoint servers through multiple Internet service providers, in order to provide high availability and performance with rare, if any downtime. IcePORTAL utilizes a combination of Microsoft SQL, web services, and other third party software to provide Intranet/Extranet information and document library portals. Each customer site is a separate service which may be hosted on dedicated or shared physical web/host servers.

IceSECURE Service is an encrypted email service. IceSECURE is a fully-hosted solution with no encryption or authentication servers, and no firewall changes, required to work in your existing corporate email environment. A simple installation of the IceSECURE plug-in to Microsoft Outlook or other supported email client on the desktop computer is all that is required. We utilize your existing email and network infrastructure for seamless secure operations.

Monthly or Annual Term and Billing
Your account will be automatically renewed on a month-to-month basis, or annually if selected, for the total fees for provision of the selected service(s). There is no minimum term of service unless specifically noted elsewhere for special situations, bundles, or specials. You may cancel the Service at any time by contacting IceWEB via email or telephone. IceWEB Services are billed at the start of each service month (or annual renewal date) for the following month/year and we cannot give any refunds for partial month or annual services unless a specific money back guarantee promotion or offer was expressly included in your initial purchase.

Subscriber agrees that IceWEB may charge my credit card for the initial purchases I select as well as the monthly (or annual) recurring charges. In some circumstances, customers may have the option of monthly invoicing instead of credit card payments; however, services are still billed at the beginning of each monthly/annual period and due NET15. Subscriber further agrees to update the billing credit card information as necessary should the current card expire. IceWEB reserves the right to charge a fee of $25.00 if your account becomes more than 15 days past due because of credit card decline or failure to maintain accurate/updated billing/credit information by subscriber. IceWEB Service(s) may be discontinued after 30 days if a past due balance still exists.

Upon termination of an account, IceWEB can, if requested within 10 business days, provide a CD/DVD-ROM with the customers data archived for a fee of $39.95 (shipping costs within U.S. included).

Service Level Agreement
IceWEB will make every effort to provide Subscribers with 99% uptime. IceMAIL has a refund policy of discounting 5% for each increment of 2 hours of system downtime per month. System availability, and thus downtime, are based on one or more factors depending on your service:

“Uptime” and “Downtime” are recorded and calculated on a monthly basis and do not include scheduled downtime (necessary for a healthy and stable system) for weekly server/network maintenance. Weekly system maintenance and downtime is typically less than 30 minutes and is scheduled on Saturday between midnight and 3am EST (IceWEB reserves the right to change this maintenance schedule at any time. Changes to this maintenance schedule may occur and will be announced).

Problems with end-user Internet connection or Internet congestion issues out of our control are not included in the downtime calculation.

The maximum discount for not meeting the uptime guarantee is 50% of the total monthly fees paid for that account and month. Customers must report outage to IceWEB Customer Service to ensure outage is not an individual connectivity/issue (i.e. outside the scope of the refund policy). Once confirmed, customer requests for a partial refund based on this SLA policy will receive credit against the following month’s (or annual) billing period.

IceMAIL Support
Due the wide variety of customer computer systems, potential network and Internet connectivity issues at each customer location/office/site, we cannot guarantee support for customer PC or non-IceWEB related software, hardware, and connectivity issues. Although not a complete list, below is a description of what IceWEB supports and what we can only provide “best effort” for.

IceWEB cannot be responsible for everything that happens or can occur on individual end-user computer systems but we strive to support the following on a “best efforts” basis:

Security and Reliability
The security and reliability of the IceWEB Service(s) is our highest priority. IceWEB strives to provide a hassle-free service; however, there are times when we cannot guarantee 100% reliability and will not count against our service level agreement, including:

You specifically agree that IceWEB cannot be held liable for any missing data, corrupted data, incorrect transmission of data, failure to provide service, delay of service provision, or anything in any way connected to the IceWEB Service(s) beyond the cost of service provided. Cumulative liability cannot exceed the total monthly service fee equal to the prior 3 months of service.

Transmission of Data
IceWEB is not responsible for any unauthorized access, modification of your data, or unauthorized transmission of data that occurred via your private user account/ID. You also specifically agree that IceWEB is not responsible or liable for any content sent using, or received from, the IceWEB service(s), including that which may be illegal, obscene, defamatory, threatening or that may violate any trademark or copyright.

Outgoing Bulk / “Spam” Policy
Sending unsolicited bulk or advertisement/junk mail to anonymous recipients, or anyone who has not explicitly asked to receive from the sender, is considered “spam” email and is strictly prohibited (and in some States or circumstances, illegal). IceWEB understands the industry-wide problem with spam email and will do everything in its power to prevent IceWEB servers from being a “sender” of spam email.

IceWEB reserves the right to terminate or refuse service to anyone abusing IceWEB services and we may discontinue Service to anyone violating this rule without refund. IceWEB will not be held responsible if your domain name is blocked by Internet Service Providers (ISPs) for sending spam/bulk emails. We reserve the right to suspend or cancel IceWEB Service accounts that send bulk or unwanted junk mail (“spam”). Limitations as to the number of recipients per individual sent email may be implemented if necessary to control IceWEB accounts from sending “spam”.

Incoming Bulk / “Spam” Policy
While other services may charge extra for incoming email “spam” protection, IceWEB includes this feature in our standard service. IceWEB does this because we have a large amount of customers with wireless PDA access who encounter higher data/airtime costs if worthless “spam” emails are constantly transmitted.

IceWEB understands the industry-wide problem with spam email and will do everything in its power to stop incoming spam. Due to the nature of Internet-based SMTP mail technology, no one, including IceWEB, can guarantee all spam email can be stopped. Spam email is typically sent to address lists that “spamming” companies/individuals collect or purchase from other web sites or information services (including both adult-oriented and “normal” or information sites). IceWEB recommends Subscribers do not give out their email addresses to web sites and other businesses that you do not wish to receive “spam” from (or who might share your email address with “spammers”). Be assured that IceWEB’s technology to fight spam is blocking tens of thousands of spam messages daily and we will continue to be vigilant in our efforts to filter out this type of incoming email. Of course, one penalty for filtering “spam” is that IceWEB may occasionally prevent legitimate email that utilizes certain language content/attachments that appear to be spam or contain viruses. In these situations, we will make every effort to monitor and correct these issues without compromising the security and integrity of our anti-spam and anti-virus systems. IceWEB cannot be responsible if unwanted or offensive content is sent to your mailbox/account or for emails that are accidentally filtered from getting to your account.

Virus Policy
IceWEB Service(s) employ the latest virus protection against incoming email viruses sent to your mailbox. All incoming messages to your IceWEB account are scanned and it is our policy to delete infected attachments prior to delivery to your mailbox. The IceWEB virus control systems will delete any email found to contain a virus, worm, or any form of malicious computer code. IceWEB does not always send notification to the sender or receiver when an email virus is identified and removed (to prevent “looping” of emails).

Virus scanning technology is based on known virus signature patterns and heuristics which IceWEB updates several times each day. IceWEB also runs multiple virus patterns simultaneously to ensure we catch known viruses before they enter our system. Virus protection is an ongoing process and it is impossible to protect against 100% of the virus threats. We cannot be held responsible for new viruses that are not detected by our scanning software. In addition, end-users are responsible for protecting their computers with PC-based anti-virus software and ensuring they are virus-free.

IceWEB will not be held responsible if your domain name is blocked by Internet Service Providers (ISPs) for sending virus-infected emails. If your email software is connected to another email service other than IceWEB, it is possible that virus-infected email could be pulled into your IceWEB account. IceWEB cannot be held responsible for virus-infected email originally sent to email services outside of IceWEB. IceWEB reserves the right to temporarily disable end-user mailboxes/accounts that are transmitting viruses into IceWEB until the virus outbreak is under control.

Fax Service
The IceMAIL fax service is operated by Data On Call (part of J2 Global). If Subscriber has chosen the optional fax service for one or more mailboxes, Subscriber agrees that IceMAIL may utilize the credit card information to sign-up for the fax service from Data On Call and configure such account to forward incoming faxes to the IceMAIL mailbox(es). Subscriber has read and agrees with the fax Terms & Conditions which are provided during the IceMAIL signup process. IceMAIL will bill/charge your fax services along with your normal monthly IceMAIL service fees along with any usage overage charges as described below.

The IceMAIL fax service, provided through Data On Call, has a standard allowance of 100 pages of combined inbound and outbound transmission. Your account will be charged $.10 per page in excess of this amount per monthly billing period. Fax plans with larger allowances are available for heavy fax users/accounts by inquiring to IceWEB Customer Service.

IceWEB does not sell, disclose, or otherwise provide your fax number(s) to any third party for any marketing or other purposes. There are some disreputable companies who will "war dial" to collect fax numbers whereby they simply dial a very large block of phone numbers and if they connect with a fax machine, they record that number as a fax number and then sell it or somehow provide it to companies sending junk faxes. IceWEB works hard to block IceMAIL numbers from being used in such a fashion. However, if you feel your number is being abused, please forward any questionable faxes to junkfaxes@dataoncall.com and we will pursue matters in an attempt to block future such use. IceWEB and Data On Call cannot be held responsible for “spam” faxes received that count against your monthly allowances; however, we will work with you, upon request, to open a new fax account/number should you receive an unusual amount of unsolicited faxes.

Wireless/Cellular Services
IceWEB has reseller agent or sub-agent agreements with Sprint/Nextel, Cingular/AT&T, and Verizon but does not operate the wireless/cellular networks. IceWEB cannot be responsible for service outages or problems caused by faulty PDA/SmartPhone equipment or the cellular carrier networks. All billing of cellular/wireless airtime (voice and data) services and initial cellular activation are sent directly from the carrier to the Subscriber’s billing contact.

All cellular billing, roaming, equipment malfunctions, equipment warranty issues, and issues regarding the cellular carrier and their service should be directed to the appropriate carrier. IceWEB will support Subscriber issues relating to connectivity to the IceWEB system, sending/receiving email, and GoodLink, Blackberry, or ActiveSync services. All warranty return requests or troubleshooting of a problem with the phone itself are to be directed to the cellular carrier/provider.

The pricing for using GoodLink or Blackberry with IceMAIL is based on a monthly service fee that is in addition to the base mailbox monthly fee. The GoodLink and Blackberry pricing requires that each cellular/PDA have the appropriate cellular data service plan specifically for GoodLink or Blackberry. These plans are often named GoodLink Unlimited Data or Blackberry Unlimited Data plans and are currently $34.95 to $44.95 per month (a cellular voice data plan is also required but that pricing varies based on carrier and the allowance of voice minutes desired). Failure to maintain the GoodLink or Blackberry data plans with the cellular carrier may force IceWEB to charge an additional $10 per month to cover the license fees imposed by Good and RIM.

For new PDA and service activations, all device returns and/or cellular service cancellations must be done within 21 calendar days of initial activation. Attempts to return a new PDA device or cancel new service after this time cannot be accepted by IceWEB and the cellular carriers. Any cancellations prior to the initial 1 or 2 year cellular service term agreement are subject to an early termination fee as indicated in the cellular agreement for your chosen carrier. ACCEPTANCE OF THIS ICEMAIL SERVICE AGREEMENT CONSTITUTES AGREEMENT TO THE TERMS AND CONDITIONS OF THE CELLULAR PROVIDER’S AGREEMENT (IF PDA PURCHASED THROUGH ICEMAIL). A copy of the cellular terms and conditions are available at the cellular carrier web site and at the IceWEB web site.

IceWEB highly recommends that all customers purchasing PDAs also purchase the lost/damage replacement insurance policy available from most cellular providers. Without this insurance plan, PDAs that are damaged, lost, or otherwise need to be replaced outside of normal warranty issues can only be done by purchasing a new PDA at full retail price. IceWEB will work with customers to reinstall GoodLink or Blackberry software should customer receive a replacement PDA that has been cleared of all programs/memory.

Microsoft Outlook Software/License
The IceMAIL Service includes your use of Microsoft Outlook Client Software. The license fee is included with the monthly IceMAIL Service fee; however we may charge a nominal fee to ship the media to you. The software download over the Internet is free. End-users are allowed to install the software once on one PC for each IceMAIL mailbox. If you cancel your IceMAIL account, you are responsible for uninstalling any Outlook client software that is licensed as part of the IceMAIL service.

The full Microsoft Customer License Terms document is attached to this agreement and incorporated by reference. Acceptance of this IceWEB agreement constitutes acceptance of the Microsoft Customer License Terms as well. You are both a sub-licensee of Microsoft Outlook Client Software under IceMAIL’s license of Microsoft Outlook Client Software with Microsoft and bound by the Microsoft license terms as well, which create an agreement between Microsoft and you.

Size of Mailbox, Web Site, or Portal
Each account, mailbox and/or customer organization has a storage quota. This is done to control costs and to protect your account and others from potentially large volumes of email or data sent to a single address that could disable or halt the servers. Additional storage can be purchased by contacting IceWEB and/or end-users can choose archiving features within Outlook to reduce the size of their mailbox by moving older data to the user’s local hard-drive. For purposes of this Agreement, Subscriber’s end-users, which may be Subscriber directly or may be persons for whom Subscriber provides IceWEB Service(s), are referred to as “end-user” It is the end-user’s responsibility to ensure that his/her account, web site, or mailbox does not get full (the system will automatically warn users when a mailbox approaches the maximum sizes purchased). The Microsoft Outlook software also has an auto-archiving feature which can assist in maintaining the size of your mailbox. IceWEB is not responsible for data lost due to storage limitations.

Passwords
It is the end-user’s responsibility to keep his/her password confidential, and to change the password on a regular basis. IceWEB is not responsible for any data losses or security issues due to stolen passwords. IceWEB recommends that end-users use passwords that contain numbers and symbols in order to prevent unauthorized users from guessing commonly-used choices (i.e. “12345”, “password”, etc.). To maintain your privacy, IceWEB Customer Service does not have the ability to view existing passwords. For security reasons, IceWEB support can only reset passwords.

Cancelled Accounts
Upon cancellation or termination, your IceWEB data located on IceWEB servers may no longer be available. It is the customer and/or end-user’s responsibility to retrieve this data prior to the request for cancellation of the service. Upon termination of an account, IceWEB can, if requested within 10 business days, provide a CD/DVD-ROM with the mailbox data archived for a fee of $39.95 plus $9.95 per disc (shipping costs within U.S. included).

Backups
IceWEB makes every reasonable effort to backup and secure end-user data on a nightly basis. IceWEB does this through a combination of various network security policies, backup devices, and third-party storage services. For most services, we store two weeks of backups. It is the end-user’s responsibility to make IceWEB aware of problems or requests to restore lost data within the 2 week window. IceWEB is not responsible for data that is not stored on our server(s) and that includes data pulled from IceWEB server(s) and stored locally on user storage devices. IceWEB will make every reasonable effort to ensure the integrity of backed-up data.

Data backups are primarily intended to enable IceWEB the ability to restore server operations. These backups are not intended to routinely restore user mailboxes or data as this is a much more intensive process. Fees may be charged for restoring user data from tape backup to an IceMAIL account or for creating off-line (.PST) data files.

IceWEB data archiving and backup services are not guaranteed to meet government or other compliance requirements that a customer might be subject to. Audited Email Accounts along with a Compliance service is available at additional cost that do meet specific compliance requirements that customers may voluntarily or are legally required to meet.

Archiving Service
IceMAIL offers a data archiving service called “Live Archive”. This optional service automatically migrated mailbox data to a secondary server/storage medium in order to keep the amount of data in a customer’s mailbox/organization within the purchase limitations. All data that is archived using Live Archive will still appear (and remain indexed) within the Outlook email software. IceMAIL will automatically prune data from mailboxes by moving data from the online mailbox to the archive servers—nothing needs to be done on the user’s part. The effect of this Live Archive solution is to extend the storage limits of the mailbox to hold up to 1 year of data but without the significant cost of purchasing additional online mailbox storage—Live Archive storage is approximately 1/3 the cost of online storage.

Archived data will be held for up to 1 year in the “Live Archive” service and then deleted unless extended archiving or Off-Line Storage options are purchased. Off-Line Storage options range from 1 year to 10 years of storage for customers requiring this level of retention.

Audited Email Accounts
IceMAIL has the capability of creating audited email accounts. This service maintains an original un-editable copy of every incoming and outgoing email from an account in a separate database meant for auditing purposes. IceMAIL Subscribers who must meet certain financial, legal, and government auditing standards should inquire about this option and pricing. The standard IceMAIL service does not include specific provisions for compliance but they are offered as an option. Contact IceWEB Customer Service or Sales to inquire about Audited Email Accounts and one or our Compliance services.

Document Requests
Subscriber agrees that IceWEB is required, on occasion, to comply with law enforcement or legal discovery requests for records from duly authorized Federal, State, courts, or other law enforcement entities. If customer data held on IceWEB servers is subject to any state or federal Freedom of Information Act (FOIA) requests, these FOIA requests should be submitted to and approved by the Subscriber and not IceWEB. Upon request from our Subscriber, IceWEB will retrieve the desired information if this information is not already available to the end-user through the normal web or email software. IceWEB is also required to respond to all subpoenas and may be required to respond to other forms of document request, including search warrants (hereinafter, any demand for information, whether through FOIA request, document subpoena, subpoena duces tecum, request for production of documents, search warrant, or otherwise, will be referred to as “Document Request”). When IceWEB receives a Document Request we will in good faith attempt to contact you by email, and will provide the Document Request to you as a .pdf attachment to the email notification. Should you wish to oppose the Document Request, all costs of opposition to the Document Request and all actions taken to oppose the Document Request (including attorneys’ fees and costs) must be borne by you. IceWEB will NOT file motions to quash subpoenas, motions for protective orders, oppositions to document production requests, oppositions to FOIA requests, or other oppositions to any Document Request directed to your email account or mailbox. YOU ALONE ARE RESPONSIBLE FOR OPPOSING ALL DOCUMENT REQUESTS, UTILIZING COUNSEL OF YOUR CHOICE AND AT YOUR EXPENSE. ICEWEB WILL CHARGE YOU AN ADMINISTRATIVE FEE FOR RESPONDING TO A DOCUMENT REQUEST AND YOU AGREE TO PAY THIS FEE AND ANY ATTORNEYS FEES AND COSTS INCURRED BY ICEMAIL IN RESPONDING TO A DOCUMENT REQUEST.

Trademarks and Copyrights
By assigning you email accounts and accepting user names you designate or permit for users of your email boxes, IceWEB in no way assumes any liability for trademark, service mark, or copyright infringement arising from your use of a certain user name. You are responsible for compliance with trademark, service mark, and copyright compliance in the choice of user names and email addresses.

Account Holder Responsibility for Users
The Subscriber signing up for the IceWEB service, paying for same, and noting acceptance of the terms through the clickwrap acceptance of terms below, assumes responsibility for dissemination of these terms to all users of the IceWEB Service(s). IceWEB will not communicate the terms of this Agreement to the persons to whom you assign an IceWEB email box. Notwithstanding the foregoing, IceWEB will endeavor to disseminate these terms to each email account holder.

Disclaimer of Warranties
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ICEWEB EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

ICEWEB MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

ANY CONTENT, MATERIALS, INFORMATION OR SOFTWARE DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK. ICEWEB SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT, MATERIALS, INFORMATION OR SOFTWARE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ICEWEB OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE.

ICEWEB RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO THE SITE AT ANY TIME WITHOUT NOTICE.

Limited Liability
IN NO EVENT WILL ICEWEB BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES., THE TOTAL LIABILITY OF ICEWEB FOR ANY CLAIMS ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR SERVICE, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE AMOUNT OF SERVICES FEES PAID BY THE CUSTOMER EITHER DIRECTLY TO ICEWEB OR THROUGH THE PARTNER FOR SERVICE RENDERED FOR THE PRIOR THREE (3) MONTHS OF BILLING.

Exclusions and Limitations
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN EXCLUSION OF WARRANTIES AND LIMITED LIABILITY SECTIONS MAY NOT APPLY TO YOU.

Notices
Notices to you may be made via either email or U.S. mail, postage pre-paid. The IceWEB service may also provide notices of changes to this Service Agreement or other matters by email transmissions to you.

Trademark Information
IceMAIL™, IceVISTA, IcePORTAL, IceSECURE, or any of the IceWEB product logos, and product and service names are trademarks of IceWEB Online, Inc. Without IceWEB’s prior permission, you agree not to display or use in any manner, the IceWEB logos or Marks.

This document concerns your use of Microsoft software, which includes computer software provided to you by IceMAIL as described below, and may include associated media, printed materials, and "online" or electronic documentation (individually and collectively. “SOFTWARE PRODUCTS"). IceMAIL does not own the SOFTWARE PRODUCTS and the use thereof is subject to certain rights and limitations of which IceMAIL needs to inform you. Your right to use the SOFTWARE PRODUCTS is subject to your agreement With IceMAIL, and to your understanding of, compliance with and consent to the following terms and conditions, which IceMAIL does not have authority to vary, alter or amend.

1. DEFINITIONS.

"Client Software" means software that allows a Device to access or utilize the services or functionality provided by the Server Software.

"Device" means each of a computer, workstation, terminal, handheld PC, pager, telephone, personal digital assistant, "smart phone," or other electronic device.

"Server Software" means software that provides services or functionality on a computer acting as a server.

"Redistribution Software" means the software described in Paragraph 4 ("Use of Redistribution Software") below.

2. OWNERSHIP OF SOFTWARE PRODUCTS. The SOFTWARE PRODUCTS are licensed to IceMAIL from an affiliate of the Microsoft Corporation ("Microsoft"). All title and intellectual property rights in and to the SOFTWARE PRODUCTS (and the constituent elements thereof, including but not limited to any images, photographs, animations, video, audio, music, text and "applets" incorporated into the SOFTWARE PRODUCTS) are owned by Microsoft or its suppliers. The SOFTWARE PRODUCTS are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Your possession, access, or use of the SOFTWARE PRODUCTS does not transfer any ownership of the SOFTWARE PRODUCTS or any intellectual property rights to you.

3. USE OF CLIENT SOFTWARE.

You may use the Client Software installed on your Devices by IceMAIL only in accordance with the instructions, and only in connection with the services, provided to you by IceMAIL.

4. USE OF REDISTRIBUTION SOFTWARE. In connection with the services provided to you by IceMAIL, you may have access to certain "sample," "redistributable" and/or software development ("SDK") software code and tools (individually and collectively "Redistribution Software"). YOU MAY NOT USE, MODIFY, COPY, AND/OR DISTRIBUTE ANY REDISTRIBUTION SOFTWARE UNLESS YOU EXPRESSLY AGREE TO AND COMPLY WITH CERTAIN ADDITIONAL TERMS CONTAINED IN THE SERVICES PROVIDER USE RIGHTS ("SPUR") APPLICABLE TO IceWEB, WHICH TERMS MUST BE PROVIDED TO YOU BY IceMAIL. Microsoft does not permit you to use any Redistribution Software unless you expressly agree to and comply with such additional terms, as provided to you by IceMAIL.

5. COPIES. You may not make any copies of the SOFTWARE PRODUCTS; provided, however, that you may (a) make one (1) copy of Client Software on your Device as expressly authorized by IceWEB; and (b) you may make copies of certain Redistribution Software in accordance with Paragraph 4 (Use of Redistribution Software). You must erase or destroy all such Client Software and/or Redistribution Software upon termination or cancellation of your agreement with IceMAIL, upon notice from IceMAIL or upon transfer of your Device to another person or entity, whichever first occurs. You may not copy any printed materials accompanying the SOFTWARE PRODUCTS.

6. LIMITATIONS ON REVERSE ENGINEERING, DECOMPlLATION AND DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCTS, except and only to the extent that applicable law, notwithstanding this limitation expressly permits such activity.

7. NO RENTAL. You may not rent, lease, lend, pledge, or directly or indirectly transfer or distribute the SOFTWARE PRODUCTS to any third party, and you may not permit any third party to have access to and/or use the functionality of the SOFTWARE PRODUCTS.

8. TERMINATION. Without prejudice to any other rights, IceMAIL may terminate your rights to use the SOFTWARE PRODUCTS if you fail to comply with these terms and conditions. In the event of termination or cancellation, you must stop using and/or accessing the SOFTWARE PRODUCTS, and destroy all copies of the SOFTWARE PRODUCTS and all of its component parts.

9. NO WARRANTIES, LIABILITIES OR REMEDIES BY MICROSOFT. ANY WARRANTIES, LIABILITY FOR DAMAGES AND REMEDIES, IF ANY, ARE PROVIDED SOLEL Y BY IceWEB AND NOT BY MICROSOFT OR ITS AFFILIATES OR SUBSIDIARIES.

10. PRODUCT SUPPORT. Any product support for the SOFTWARE PRODUCTS is provided to you by IceMAIL and is provided by Microsoft or its affiliates or subsidiaries.

11. NOT FAULT TOLERANT. THE SOFTWARE PRODUCTS MAY CONTAIN TECHNOLOGY THAT IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS IN WHICH THE FAILURE OF THE SOFTWARE PRODUCTS COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY OR ENVIRONMENTAL DAMAGE.

12. EXPORT RESTRICTIONS. The SOFTWARE PRODUCTS are of U.S. origin for purposes of U.S. export control laws. You agree to comply with all applicable international and national laws that apply to the SOFTWARE PRODUCTS, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information, see http://www.microsoft.com/exporting/.

13. LIABILITY FOR BREACH. In addition to any liability you may have to IceMAIL, you agree that you will also be legally responsible directly to Microsoft for any breach of these terms and condition.

General Information
This Service Agreement constitutes the entire agreement between you and IceWEB and governs your use of the IceWEB Service(s), superseding any prior agreements between you and IceWEB. You also may be subject to additional terms and conditions that may apply when you use third-party software. This Service Agreement and the relationship between you and IceWEB shall be governed by the laws of the Commonwealth of Virginia without regard to its conflict of law provisions. You and IceWEB agree to submit to the personal and exclusive jurisdiction of the General District Court of Fairfax County or the Circuit Court of Fairfax County, Virginia. The failure of IceWEB to exercise or enforce any right or provision of the Service Agreement shall not constitute a waiver of such right or provision. If any provision of the Service Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Service Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the IceWEB service must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Contact Information:
If you have questions regarding this Service Agreement or any other questions regarding IceWEB, please contact us at (800)-465-4637.

Authorization
Authorization: Subscriber hereby orders from IceWEB, one or more of the IceMAIL, IceVISTA, or IcePORTAL Services described above for the term specified in this service order form (or web commerce system).

You may sign and date this agreement and submit to IceWEB via fax at 571-287-2396 or accept this agreement electronically online during the signup/ordering process.

Note: Charges for IceWEB services may appear as IceWEB, or IceWEB Online on your monthly credit card statement.