Docufree® On-Demand SaaS Application

1. ATTENTION! THE FOLLOWING TERMS AND CONDITIONS WILL BE LEGALLY BINDING ON CUSTOMER UPON EXECUTION OF THE DOCUFREE ORDER FORM. CUSTOMER SHOULD CAREFULLY READ THE FOLLOWING TERMS OF SERVICE BEFORE EXECUTING THE ORDER FORM. THESE TERMS OF SERVICE, THE ORDER FORM, AND ANY ADDITIONAL TERMS OF CONDITIONS SET FORTH IN THE ORDER FORM ARE COLLECTIVELY REFERRED TO AS THE "AGREEMENT."

2. Terms of Service.

2.1 Terms of Service. Customer acknowledges and agrees to the following terms of service. In addition, Customer agrees that unless explicitly stated otherwise, any new features that augment or enhance the Service, and/or any new service(s) subsequently purchased by the Customer will be subject to these terms of service.

2.2 Customer must have internet access. In order to use the Service, Customer must have or must obtain access to the World Wide Web, either directly or through devices that access Web-based content. Customer must also provide all equipment necessary to make such (and maintain such) connected to the World Wide Web.

2.3 Accuracy of Customer's Registration Information. Customer agrees to provide accurate, current and complete information (Registration Data) about Customer as prompted by the registration form, which Customer will fill out in order to gain access to the Service. Customer further agrees to use commercially reasonable efforts to maintain and promptly update the Registration Data to keep it accurate, current and complete. Customer acknowledges and agrees that if Customer provides information that is intentionally inaccurate, not current or incomplete in a material way, or Docufree Corporation has reasonable grounds to believe that such information is untrue, inaccurate, not current or complete in a material way, Docufree Corporation has the right to suspend Customer's account.

2.4 Email and Notices. Customer agress to provide Docufree Corporation with Customer's email address, to promptly provide Docufree Corporation with any changes to Customer's email address, and to accept emails (of other electronic communications) from Docufree Corporation at the email address Customer specfies. Except as otherwise provided in the Agreement, Customer further agrees that Docufree Corporation may provide any and all such notices, statements, and other communications to Customer through either email or posting on the Service.

2.5 Password, Access, and Notification. Customer may designate up to the number of users under Customer's account, which corresponds to the number of Seats purchased by Customer, and Customer may provide and assign unique passwords and user names to each authorized user for each Seat purchased. Customer acknowledges and agress that Customer is prohibited from sharing passwords and/or user names with unauthorized users. Customer will be responsible for the confidentiality and use of Customer's (including its employees') passwords and user names. Customer will also be responsible for all Electronic Communications, including those containing business information, account registration, account holder information, financial information, Customer Data, and all other data of any kind contained within emails or otherwise entered electronically through the Service or under Customer's account. Docufree Corporation will act as though any Electronic Communications it receives under Customer's passwords, user name and/or account number will have been sent by Customer. Customer agrees to immediately notify Docufree Corporation if Customer becomes aware of any loss or theft or unauthorized use of any Customer's passwords, user names and/or account number.

2.6 Customer's Lawful Conduct. The Service allows Customer to send Electronic Communications to Docufree users and to third parties. Customer agrees to comply with all applicable local, state, federal and foreign laws, treaties, regulations and conventions in connection with its use of the Service, including without limitation those related to privacy, electronic communications, and anti-spam legislation. Customer will not send any Electronic Communications from the Service that is unlawful, harassing, libelous, defamatory, or threatening. Except as permitted by the Agreement, no part of the Service may be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means. Customer agrees not to access the Service by any means other than through the interfaces that are provided by Docufree. Customer shall not license, rent, sell, lease, transfer, assign, distribute, display, host, outsource, disclose, or otherwise commercially explout or make the Service available to any third party other than an authorized user, including, but not limited to, creating internet Links to the Service which include log-in information, including but not limited to, user names, passwords, secure cookies, and/or "mirroring" or "framing" and part of the Service. Customer will not upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (inlcuding rights of publicity and privacy) without first obtaining the permission of the owner of such rights. Customer will not in any way express or imply that any opinions contained in Customer's Electronic Communications are endorse by Docufree Corporation. Neither Customer, nor someone acting on Customer's behalf, will use the Service to target for solicitation any Docufree Corporation customers for purposes of providing any competitive product. Customer will ensure that nay use of the Service by Customer's employees (or users) is in accordance with the terms and conditions of the Agreement.

2.7 Third-Party Software. Customer agrees to use software produced by third parties including, but not limited to, “browser” software that supports a data security protocol compatible with the protocol used by Docufree Corporation. Until notified otherwise by Docufree Corporation, Customer agrees to use software that supports the Secure Socket Layer (SSL) protocol or other protocols accepted by Docufree Corporation and to follow logon procedures for services that support such protocols. Customer acknowledges that Docufree Corporation is not responsible for notifying Customer of any upgrades, fixes or enhancements to any such software or for any compromise of data transmitted across computer networks not owned or operated by Docufree Corporation or telecommunications facilities, including, but not limited to, the Internet.

2.8 Transmission of Data. Customer understands that the technical processing and transmission of Customer’s Electronic Communications is fundamentally necessary to Customer’s use of the Service. Customer expressly consents to Docufree Corporation’s interception and storage of Electronic Communications and/or Customer Data, and Customer acknowledges and understands that Customer’s Electronic Communications will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by Docufree Corporation. Customer acknowledges and understands that changes to Customer’s Electronic Communications may occur in order to conform and adapt such data to the technical requirements of connecting networks or devices. Customer further acknowledges and understands that Electronic Communications may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone, or other electronic means. Customer agrees that Docufree Corporation is not responsible for any Electronic Communications and/or Customer Data which is lost, altered, intercepted or stored without authorization during the transmission of any data whatsoever across networks not owned and/or operated by Docufree Corporation.

2.9 Links. The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Docufree Corporation has no control over such sites and resources, Customer acknowledges and agrees that Docufree Corporation is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources.

2.10 Docufree Support. Docufree Corporation will make commercially reasonable efforts to promote Customer’s successful utilization of the Service, including, but not limited to, providing Customer with User Guides, Knowledge Base and online help, as well as optional and “for fee” onsite training classes. Docufree Corporation also offers Customer Support and Professional Services consultation. Customer acknowledges that Docufree Corporation has extensive experience helping Customers improve utilization and realization of benefits of the Service, and that not following the advice of Docufree Corporation in these areas may substantially undermine Customer’s successful utilization of the Service.

2.11 Proprietary Rights. Customer acknowledges and agrees that the Service and any necessary software used in connection with the Service contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Customer further acknowledges and agrees that content or information presented to Customer through the Service or by advertisers may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.

2.12 Trademark Information. Docufree Corporation™, Docufree Corporation®, the Docufree Corporation logo, Docufree™, and other Docufree Corporation service marks, logos and product and service names are marks of Docufree Corporation (the “Docufree Corporation Marks”). Customer agrees not to display or use the Docufree Corporation Marks in any manner without the owner’s express prior written permission.

3. Performance

3.1 Service Level Performance. Docufree Corporation will use commercially reasonable efforts to ensure that the Service will meet the service levels outlined in Exhibit A hereto in any month. In the event that Docufree Corporation fails to meet the service levels outlined in Exhibit A hereto, Customer’s sole and exclusive remedy is that Docufree Corporation will provide Customer with a credit as described in Exhibit A, which is hereby incorporated by reference.

3.2 Security, Data Maintenance and Back up. Docufree Corporation will use commercially reasonable efforts to ensure that Customer’s Data will be safeguarded and maintained accurately. Docufree Corporation also warrants that it will, at a minimum, utilize and maintain security and backup procedures as listed in Exhibit B hereto (and hereby incorporated by reference) to protect Customer Data. In the event of a breach of this provision, Docufree Corporation will use commercially reasonable efforts to correct the Customer’s Data or restore the Customer’s Data within three (3) business days. In the event Docufree Corporation is unable to correct or restore Customer’s Data as provided in this Section 3.2, Customer’s sole and exclusive remedy shall be it may at its option terminate the Agreement and receive a pro-rata refund of the license fees paid for under the Agreement for its use of the Service but which use has not yet been furnished by Docufree Corporation as of the date of such termination.

4. Suspension/Termination.

4.1 Suspension for Delinquent Account. Docufree Corporation reserves the right to suspend Customer’s access and/or use of the Service for any accounts for which any payment is due but unpaid but only after Docufree Corporation has provided Customer three (3) email notices over no less than a thirty (30) day period. Customer agrees that Docufree Corporation shall not be liable to Customer nor to any third party for any suspension of the Service resulting from Customer’s nonpayment of fees as described in this Section 4.1.

4.2 Suspension for Ongoing Harm. Customer agrees that Docufree Corporation may with reasonably contemporaneous telephonic notice to Customer suspend Customer’s access to the Service if Docufree Corporation reasonably concludes that Customer use of the Service is causing immediate and ongoing harm to Docufree Corporation or others. In the extraordinary event that Docufree Corporation suspends Customer’s access to the Service, Docufree Corporation will use commercially reasonable efforts to resolve the issues causing the suspension of Service. Customer agrees that Docufree Corporation shall not be liable to Customer or to any third party for any suspension of the Service under such circumstances as described in this Section 4.2.

4.3 Handling of Customer Data In The Event Of Termination. Customer acknowledges and agrees that following termination of Customer’s account and/or use of the Service, Docufree Corporation may immediately deactivate Customer’s account and that following a reasonable period of not less than 90 days shall be able to delete Customer’s account and related Customer Data. However, in the event that Customer’s Service with Docufree Corporation terminates, Docufree Corporation will grant Customer temporary, limited access to the Service for the sole purpose of permitting Customer to retrieve lawful Customer Data, provided that Customer has paid in full all good faith undisputed amounts owed to Docufree Corporation. Customer further agrees that Docufree Corporation shall not be liable to Customer or to any third party for any termination of Customer access to the Service or deletion of Customer Data, provided that Docufree Corporation is in compliance with the terms of this Section 4.3.

5. Modification.

5.1 Modification To or Discontinuation of The Service. Docufree Corporation reserves the right at any time and from time to time to modify, temporarily or permanently, the Service (or any part thereof). In the event that Docufree Corporation modifies the Service in a manner which removes or disables a feature or functionality on which Customer materially relies, Docufree Corporation, at Customer’s request, shall use commercially reasonable efforts to substantially restore such functionality to Customer. In the event that Docufree Corporation is unable to substantially restore such functionality, Customer shall have the right to terminate the Agreement and receive a pro-rata refund of the license fees paid under the Agreement for use of the Service which was paid for by Customer but not yet furnished by Docufree Corporation as of the date of such termination. Customer acknowledges that Docufree Corporation reserves the right to discontinue offering the Service at the conclusion of Customer’s then current Term. Customer agrees that Docufree Corporation shall not be liable to Customer or to any third party for any modification of the Service as described in this Section 5.1.

5.2 Modification to the Terms of Service. Docufree Corporation reserves the right at any time and from time to time to modify these Terms of Service.

Exhibit A - SERVICE LEVEL AGREEMENT

Docufree Corporation conducts maintenance and upgrades during scheduled times. The scheduled time for the Service maintenance and upgrades is Friday and Saturday nights from 10 p.m. to 5 a.m. EST. Outside of this time Docufree Corporation, Inc. guarantees 99.5% uptime. If in a calendar month these uptime commitments are not met, Docufree Corporation shall credit Customer with one month of impacted end user fees. Any credit is expressly conditioned upon Customer reporting downtime incident and providing Docufree Corporation written notice of such failure sent to billing@docufree.com by the tenth day of the month following such service level failure. Credit or refund shall include amounts for license fees only. Docufree Corporation reserves the right on approximately a quarterly basis to issue new releases in which Docufree Corporation adds functionality to the Service. Customer acknowledges that these periodic major releases can take several hours to complete. In the event that Docufree Corporation in its sole discretion determines that any unscheduled maintenance is necessary, Docufree Corporation will use commercially reasonable efforts to notify Customer.

Exhibit B - SECURITY

Security Overview
Docufree Corporation's security strategy is to protect Customer data at multiple levels, which includes data security, data integrity, and data privacy. Docufree Corporation currently uses products by Microsoft, IBM, Cisco Systems, Trend Micro, Symantec, and Network Associates.

To ensure the privacy, security, and availability of Customer data and transactions, Docufree Corporation employs the following technologies in delivering its service.

• Secure Data Center
• Encrypted User Authentication
• Internet Firewalls
• Network Translation and Proxy Services
• Secure Socket Layer Data Encryption (SSL)
• Redundant, Highly Available Routers and Switches
• Redundant, Highly Available, and Secure Web and Application Servers
• Redundant, Highly Available Power
• Redundant, Highly Available Data Access
• Regularly Scheduled Backups, Offsite Storage
• Highly Available Application
• Secure Operating Systems
• Data Security

Data Center Security
Docufree Corporation’s production systems are collocated with a tier one data center provider. Docufree Corporation leverages both a primary production data center facility, as well as a secondary data center facility. The secondary data center location is used for replication, failover and redundancy and is nearly 500 miles from the primary production facility. Both data center facilities are SAS70 compliant and are engineered with multiple levels of security, uninterruptible power, redundant HVAC systems, fire suppression and around-the-clock monitoring and management. Each data center’s network utilizes multiple tier-one Internet carriers with a fully meshed backbone consisting of multiple OCx connections that provide reliable connectivity and fast performance. In addition, each data center facility deploys between three and five carrier agnostic SONET fiber connections for maximum dependability and redundancy. Each location also has extensive physical security. Each facility is engineered with a minimum of five levels of security:

• Level 1: Proximity card access with PIN is required to enter the building.
  You are not yet in the data center.
• Level 2: Proximity card access with Biometric (fingerprint) scan is
  required to enter the data center.
• Level 3: All hardware is secured in a locked cage or steel mesh cabinets
  fitted with combination locks.
• Level 4: Video surveillance cameras are placed throughout the facility
  and monitored by on-site staff 24x7x365.
• Level 5: Strategically placed vibration detection devices alert personnel
  of any motion.

Data Security and Availability
Docufree Corporation's uses 128-bit domestic SSL encryption to protect the customer's data as it leaves our site. Docufree Corporation also uses encryption technologies via RSA (ssh1) and DSA (ssh2) public keys for communication between servers. SQL databases are protected by firewalls against unauthorized usage. Docufree Corporation's OS and databases do not share the same passwords. Database users are restricted to a controlled list; individual activities are restricted, logged and monitored. Data is stored on highly redundant storage systems. The SQL DB servers are configured in either a RAID 5 or RAID 1 (mirror) configuration. The main data, and archive and redo logs are written not only to this primary storage sub system on the server, but also written to network attached storage. The network attached storage has its own redundancy and is configured for cluster failover. Each customer owns his/her data and can export it from Docufree, and our administrator user can export at any time. Customers can receive their data from Docufree through a CSV export and all data is archived in industry standard formats. In addition, all customer data is 256-bit encrypted within the database repository. Secure Application Access Docufree Corporation's users access the application using password authentication which is encrypted via 128-bit SSL. The robust design of the application prevents a customer from accessing another customer's data. There are several layers of protected servers that stand between the web page where the customer logs in and the actual data.

System Security
Docufree Corporation uses tightly controlled passwords on its servers and network equipment. Docufree Corporation limits access to production systems to authorized personnel only. Passwords are changed on a regular basis. Security updates to the operating systems are tracked and updated as necessary.

System Reliability
Docufree Corporation looks at its application as well as the infrastructure as a tightly integrated system. All aspects of the system are designed to be reliable to ensure continued availability in the event that a component fails. All web and application servers are configured in a redundant manner. Docufree Corporation has spare servers ready to deploy at a moment’s notice in the event of an equipment failure. The networking equipment is also configured in a manner to permit replacement equipment to be available within a few hours. Docufree Corporation chooses equipment of the highest quality to power our application. Docufree Corporation has in place an expert team to provide services for server and network management, monitoring, backups, and other necessary maintenance. System administrators respond to monitoring alerts 24x7 and repair critical failures immediately.

Data and Backups
Customer data is stored on a server that is configured with RAID 5 or RAID 1 (mirror) redundancy. In the event of a disk failure, the customer will not experience an interruption of service. In addition to the server configured with RAID 5 or RAID 1, data is also stored on network attached storage which has its own built in redundancy, thus providing an extra layer of data protection. All customer data is automatically backed up daily to a tape library system. Tapes are taken offsite to a secure location that is designed to safeguard tapes under almost any environmental condition. The offsite facility exceeds industry storage requirements and is approximately 50 miles away from the data center.

The information contained in this document is confidential and proprietary and may not be shared without prior written permission from Docufree Corporation. Copyright © 2010 by Docufree Corporation.