Gillware Data Services

GILLWARE DATA SERVICES

REMOTE BACKUP SERVICE CONTRACT

By submitting your first payment to Gillware Data Services, you agree to the following terms and conditions (the "Agreement") governing your use of the Gillware Remote Backup Service (the "Service"), which shall be in effect and binding for the entire duration of your receipt of the Service. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms "You" or "Your" shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you may not use the Service.

Gillware Data Services, LLC ("Gillware Data Services") agrees to provide you the Service for any Electronic Data Storage Devices you choose to enroll (hereinafter "Storage Devices") according to the Plan Option and Retention Period selected, in accordance with the following Terms and Conditions.

Terms and Conditions

1. Term of Agreement

You subscribe to an Initial Term of service based on one of the Plan Options outlined below.

The Initial Term commences upon installation of the Gillware Remote Backup Software.

This Agreement will automatically renew for successive one-year terms at the end of Your Initial Term and any subsequent terms unless a Termination Notice is sent to Gillware Data Services 30 days prior to the end of the current period. This Termination Notice should include: company name, contact name, server name, telephone #, address and requested termination date.

2. Service Fees

All charges for the Service under this Agreement shall be as specified in the pricing schedule. The fee for the Service Plan you selected shall remain fixed for the Initial Term. Service renewals will be priced out using the Service Plan and fees in effect at the date of the service renewal. You will be provided with thirty (30) days' advance notice of any changes.

3. Payments
Payment is due within 20 days of receipt of invoice. Any amount not paid when due will bear late charges at the rate of one and one-quarter percent (1.25%) per month compounded on a daily basis from the date due until the date paid. You shall be liable for all expenses incurred in collecting charges that are in arrears, including reasonable attorneys' fees.

If you fail to pay the charges for a period of forty-five (45) days after the date of the invoice, Gillware Data Services may, after giving ten (10) business days notice by email, at its option (a) cease providing the Service and delete all data transmitted to it by you and/or (b) refuse requests to restore your data. IN THE EVENT GILLWARE DATA SERVICES TAKES ANY ACTION PURSUANT TO THIS SECTION, IT SHALL HAVE NO LIABILITY TO YOU OR ANYONE CLAIMING BY OR THROUGH YOU. Nothing herein shall preclude Gillware Data Services from pursuing other remedies authorized by statute or otherwise.

4. Cancellation Rights and Charges

If Service on a monthly billing plan is cancelled before the end of its term, you shall pay, as liquidated damages to Gillware Data Services, Early Termination Fees equal to 50% of your Service Plan's monthly cost times the number of full or partial months remaining in Your term, and the parties hereby agree and acknowledge that such Early Termination Fees are reasonable in light of the fact that Gillware Data Services' damages may be difficult to fix with precision and explicitly apply to all contracts, including multi-year contracts. If the Service on an annual billing plan is cancelled before the end of its term, there will be no credits or refunds.

The Cancellation Notice should be sent to Gillware Data Services and should include company name, contact name, telephone #, address and requested cancellation date. Early Termination Fees will be due and payable upon receipt of invoice.

5. Other

5.1 Acts Beyond Gillware Data Services' Control

Gillware Data Services shall not be deemed to be in breach of this Agreement if its obligations are delayed or prevented by any reason of any act of God, war, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, failure of any transportation or communication system, non-performance of any of your agents or your third party providers (including, without limitation, the failure or performance of common carriers, interchange carriers, local exchange carriers, internet service providers, suppliers, subcontractors) or any other cause beyond its reasonable control.

5.2 Ownership Warranty

You warrant that you are the owner or legal custodian of the data transmitted to Gillware Data Services pursuant to the terms of this Agreement and that you have full authority to transmit said data and direct its disposition in accordance with the terms of this Agreement.

5.3 Confidentiality

"Confidential Information" means any information (without regard to the medium on which such information may be recorded, whether written, visual, audio, graphic, computerized or otherwise) concerning or relating to your property, business and affairs and specifically includes data transmitted from any Storage Device to Gillware Data Services Servers. Confidential Information shall be held in confidence by Gillware Data Services and shall be used only for the purposes provided for in this Agreement. Gillware Data Services shall use the same degree of care to safeguard your Confidential Information as it utilizes to safeguard its own Confidential Information. Gillware Data Services may comply with any subpoena or similar order related to data on the server located within a Gillware Data Services authorized facility, provided that Gillware Data Services notifies you promptly upon receipt thereof, unless such notice is prohibited by law. You shall pay Gillware Data Services' reasonable charges for such compliance.

5.4 Indemnification
You agree to fully indemnify and hold harmless Gillware Data Services and its employees and agents for any liability, cost or expense (including litigation expenses and reasonable attorneys' fees) arising out of (i) Gillware Data Services' possession of your data, or (ii) your breach of the terms and conditions of this Agreement.

5.5 Modification; Authority; Assignment

Gillware Data Services may modify any aspect of this Agreement or the applicable Service Level Agreement upon 30 days prior notice. Should you wish to terminate the Service as a result of such modification, you may do so by sending a Termination Notice to Gillware Data Services any time prior to the effective date of such modification; no Early Termination Fees will apply. Otherwise such modification will remain in effect for the remaining Term. You acknowledge that you have the authority to enter in to this Agreement on behalf of your company and that you may authorize other individuals to purchase additional services. This Agreement binds any of your authorized users, as well as your heirs, executors, successors, and assigns and cannot be changed orally. As a condition precedent to your installation of the Service, you must elect to accept the End User License Agreement and this Service Contract. In the event you elect not to accept such agreements, this Agreement shall automatically terminate without further action or notice and without liability to any party. CUSTOMER IS ADVISED TO CAREFULLY REVIEW THE END USER LICENSE AGREEMENT AS WELL AS THIS SERVICE CONTRACT FOR IMPORTANT INFORMATION REGARDING SERVICE REQUIREMENTS, USAGE RESTRICTIONS AND SUPPORT FUNCTIONS RELATING TO THE SERVICE. You shall also be responsible for complying with, and/or acknowledging, any "terms of use" and "privacy policy" posted on the Service's web site. This Agreement may not be assigned by you (other than to an affiliate which shall assume the obligations of its assignor by written instrument) without the written consent of Gillware Data Services, which shall not be unreasonably withheld or delayed. This Agreement may be terminated and/or assigned by Gillware Data Services to any authorized provider of the Service by giving 30 day notice to you.

5.6 Governing Law; Jurisdiction

This Agreement is governed by the laws of the State of Wisconsin, excluding its conflicts of laws principles. You hereby submit to the exclusive jurisdiction of the federal and state courts of the State of Wisconsin, Dane County; provided, however, that Gillware Data Services shall have the right to institute judicial proceedings against you or anyone acting by, through or under you, in other jurisdictions in order to enforce Gillware Data Services' rights hereunder through reformation of contract, specific performance, injunction or similar equitable relief.

5.7 General

This Agreement, the End User License Agreement, and any supplemental agreements with respect to the Service constitute the entire understanding between Gillware Data Services and you with respect to subject matter hereof. Terms and conditions as set forth in any purchase order which differ from, conflict with, or are not included in this Agreement, shall not become part of this Agreement unless specifically accepted by Gillware Data Services in writing. You shall be responsible for and shall pay, and shall reimburse Gillware Data Services on request if Gillware Data Services is required to pay any sales, use, value-added or other tax (excluding any tax that is based on Gillware Data Services' net income), assessment, duty, tariff, or other fee or charge of any kind or nature that is levied or imposed by any governmental authority on the Service.