SERVICE AGREEMENT

ENVELOC, Inc. (“Company”) and you (“Customer”) agree as follows:

1. Company agrees to provide a confidential, secure, remote backup of those designated portions of Customer’s computer as ordered for a minimum service contract of one month. In order to provide this service, Company will install in Customer’s computer proprietary software licensed by an End User License Agreement (“EULA”). Customer agrees to the terms of the EULA as set forth in this document.
2. The information subject to the backup will be encrypted and can only be decrypted by Customer’s representative inputting an Encryption Key that will be known and kept only by Customer. Company will obtain a plain text listing of computer configuration, such as names, paths, values and sizes of files, and customer service information. All other data will be encrypted with client’s Encryption Key. Company will not provide copies of the encrypted data to anyone, other than Customer, unless ordered to do so by a court of competent jurisdiction or as specified below.
3. Customer agrees to:  (a) maintain a computer meeting Company’s minimum operating system and capacity specifications that is not configured in such a way to prevent or materially inhibit successful backup; (b) provide and maintain a telephone line or internet connection which can be accessed without manual intervention; (c) provide adequate time during which Company software can operate without interference from other software; (d) notify Company of any changes in Customer’s operating system, computer configuration, telephone number, or any other change which could potentially affect the orderly backup of Customer’s data; and (e) pay Company charges as invoiced. 
4. Company agrees to make no charge for the first 30 days after the date of acceptance of this agreement (service date) by Customer.  Thereafter, customer will be automatically billed for service on the service date until such time as either party terminates this service, at which time Customer will be billed up through the next service date, regardless of whether service is provided through that service date.
5. Some computers are configured in such a way as to prevent successful backup.  In such a case Company may refuse service, instruct Customer on removal of any proprietary software already loaded on Customer’s computer, and return any prepaid fees. No installation fees will be refunded after thirty (30) days from installation date.
6. During normal automatic, remote operation, Company software will retry any incomplete backup session as many times as is practical, in the sole discretion of Company.  Because remote backup depends on available telephone lines or internet connections and is subject to other operating variables, Company is not liable for failure of remote backup.  Company is not responsible for lack of telephone or internet service, strikes, riots, civil commotion, Acts of God, natural disaster, fire, or other Force Majeure or conditions beyond Company’s control which prevent completion of a remote backup.
7. Because computer hardware and software types and configurations vary, Company is not responsible for software or hardware conflicts. Customer may elect to discontinue service if results are undesirable, but fees cannot be returned after thirty (30) days as explained above. If the service is discontinued then Company is authorized to enter Customer’s location and remove the software.
8. Customer agrees not to copy or redistribute any software installed by Company, including but not limited to, Enveloc Backup Software; compression utilities such as PKZip, PKUnzip, Enveloc Timer, Crystal libraries or controls, Dart libraries or controls, DynaZip libraries or controls, Bokler libraries or controls, Microsoft libraries or controls, any other components.
9. Customer is solely responsible for providing the Encryption Key Hint and the Encryption Key to restore encrypted datasets. Regardless of whether Customer elects to have Company maintain an additional copy of the Encryption Key, no bailment or similar obligation is created between Customer (or its designated users) and Company with respect to any stored data. Customer is solely responsible for maintaining the confidentiality of the Encryption Key Hint and Encryption Key, including restricting the use of the Encryption Key Hint and Encryption Key by Customer’s designated users. Customer shall be responsible for all use of data accessed through Customer’s Encryption Key Hint and Encryption Key. Under any circumstances, Company is not responsible for any losses arising from the loss by Customer of the Encryption Key Hint and Encryption Key.  Company will undertake every reasonable precaution to safeguard the remote backup media, but cannot be responsible for media or software defects.
10. Customer agrees and understands that drives, directories and file types excluded for backup by Customer cannot be restored in the event of need.  Customer further agrees and understands that only the latest copy of any particular file may be available unless additional fees are paid in advance for archiving service.
11. Customer represents and warrants that all software designated for backup to Company is owned or licensed by Customer as of the time of this Agreement, and that this software and any additional software later designated, will be owned or properly licensed at the time of each backup performed under this Agreement.
12. Any controversy or claim arising out of or relating to this contract, or breach thereof, or any dispute concerning the commercial relationship, shall be settled by arbitration in accordance with the rules of the American Arbitration Association. Judgment upon the award rendered by a single arbitrator may be entered in any court having jurisdiction thereof.  The parties expressly agree that the arbitrators have authority and jurisdiction to determine any question of arbitability, but not to award punitive damages.  The parties further agree that the place of the arbitration shall be within the State of Nebraska.  Neither party is responsible for consequential damages.
13.  
1. LIMITED WARRANTY:  Company warrants that the software will perform substantially in accordance with the accompanying written materials for a period of thirty (30) days from the date of receipt, and that the original media are free from defects for 30 days from the date of delivery of the software.
2. CUSTOMER REMEDIES:  Company’s entire liability and your exclusive remedy shall be, at Company’s option, to either a) return of the price paid or b) replacement of the software which does not meet ENVELOC’S Limited Warranty and which is returned to Company with a copy of your receipt.  Any replacement software will be warranted for the remainder of the original warranty or 30 days, whichever is longer. 
3. NO OTHER WARRANTIES:  Company disclaims all other warranties, either express or implied, including but not limited to Implied warranties of merchantability and fitness for a particular purpose with respect to the software and the accompanying written materials.  This limited warranty gives you specific legal rights.  You may have other rights that vary from state to state.
4. NO LIABILITY FOR CONSEQUENTIAL DAMAGES:  In no event shall company be liable for any damages whatsoever (including, without limitation, repair costs, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of the use or inability to use the software, even if Company has been advised of the possibility of such damages.  Because some states do not permit the exclusion or limitation of liability for consequential or incidental damages, this limitation might not apply to you.
14. The laws of the state of Alabama shall apply to this contract, both as to the determination of its validity, its performance and its enforcement. The provisions of this agreement are separate and severable. This document constitutes the sole agreement between the two parties on these matters. No modification of this agreement is valid unless a duly executed written amendment is executed by the parties. There are no representations concerning these matters that have been relied upon by either party that are not set out herein.

Customer acknowledges receipt of the following:

    1.  Two copies of Encryption Key .

In situations where Customer wishes for Company to provide backup sets to a third party, the following are Customer’s Authorized Representatives for receipt of backup sets (Customer agrees and understands it is Customer’s duty to provide the Encryption Key to any third party in advance of need):

Agreed, on this the date of installation of ENVELOC Remote Backup software.

Customer: _________________________                                           ENVELOC, Inc.:_______________________________

By: _______________________________                                            By:_______________________________________

Print Name: ________________________                                          Print Name: _______________________________

Title: _____________________________                                            Title: _____________________________________

NOTICE OF UNDERSTANDING AND ACCEPTANCE: If you would like a physical copy of this Agreement, you may print, sign and forward it to ENVELOC for execution. Otherwise, installation and use of the ENVELOC Software will indicate the Customer has read, understands and agrees to the terms set forth herein.