Terms Of Use

1. OWNERSHIP

This web site and all services provided via the tubtrack.com domain name, (referred to hereinafter as "Services"), are wholly owned by A to B Logic, LLC, (referred to hereinafter as "Company", "we", "us", or "our").

a)The following Marks and/or registered Marks are used to identify the products and services of Company:

Tub Track™ (Word and Mark)

Get organized, and never lose track of your stuff.SM

Pack it, then track it.SM

2. ACCEPTANCE OF TERMS & CONDITIONS

Company provides a collection of online Services that include user interaction (which may include electronic mailing), information posting, various forms of advertising and information storage subject to the following Terms of Use ("TOU"). By using the Services in any way, you are agreeing to comply with the TOU. In addition, when using particular Services, you agree to abide by any applicable posted guidelines for all Services, which may change from time to time. Should you object to any term or condition of the TOU, any guidelines, or any subsequent modifications thereto or become dissatisfied with the Services in any way, your only recourse is to immediately discontinue use of the Services.

3. MODIFICATIONS TO THIS AGREEMENT

Company reserves the right, at its sole discretion, to change, modify or otherwise alter these terms and conditions at any time.

4. USERSHIP
Company reserves the right to refuse service unconditionally.

5. CONTENT

You understand that all postings, advertisements, messages, text, files, images, photos, video, sounds, or other materials ("Content") posted on, transmitted through, or linked from the Services, are the sole responsibility of the person from whom such Content originated. More specifically, you are entirely responsible for each individual item ("Item") of Content that you post, email or otherwise make available via the Services. You understand that Company does not completely control, and is not responsible for Content made available through the Services, and that by using the Services, you may be exposed to Content that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Furthermore, the Content available through the Services may contain links to other websites, which are completely independent of Company. Company makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such site. Your linking to any other web sites is at your own risk. You agree that you must evaluate, and bear all risks associated with, the use of any Content, that you may not rely on said Content, and that under no circumstances will Company be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise made available via the Service. Company, shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any Content that is available via the Services, for violating the letter or spirit of the TOU or for any other reason.

6. THIRD PARTY CONTENT, SITES, AND SERVICES

The capabilities and Content available through the Services may contain features and functionalities that may link you or provide you with access to third party content which is completely independent of Company, including web sites, directories, servers, networks, systems, information and databases, electronic files, applications, software, programs, products or services, and the Internet as a whole.

Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.

You agree that Company shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on this site, or between users and any third party, you understand and agree that Company is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release Company, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and / or its Services. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

7. NOTIFICATION OF CLAIMS OF INFRINGEMENT

If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify Company's agent for notice of claims of copyright or other intellectual property infringement ("Agent"), at

abuse@atoblogic.com

Please provide our Agent with the following Notice:

a) Identify the material that you claim is infringing, with enough detail so that we may locate it;

b) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

c) A statement by you declaring under penalty of perjury that (1) the above information in your Notice is accurate, and (2) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner;

d) Your address, telephone number, and email address; and

e) Your physical or electronic signature.

Company will remove the infringing posting(s), subject to the procedures outlined in the Digital Millenium Copyright Act (DMCA).

8. PRIVACY POLICY

Your use of Company's Services signifies acknowledgement of, and agreement to, this Privacy Policy. You further acknowledge and agree that Company may, in its sole discretion, preserve or disclose your Content, as well as your information, such as email addresses, IP addresses, timestamps, and other user information, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: comply with legal process; enforce the TOU; respond to claims that any Content violates the rights of third-parties; respond to claims that contact information (e.g. electronic mail address, phone number, street address) of a third-party has been posted or transmitted without their consent or as a form of harassment; protect the rights, property, or personal safety of Company, its users or the general public.

Company has established this privacy policy to explain to you how your information is protected, collected and used, which may be updated by Company from time to time.

a) Protecting your privacy

We don't engage in cross-marketing or link-referral programs with other sites.

We don't employ tracking devices for marketing purposes.

Account information is password-protected. Keep your password safe.

Company does not knowingly collect any information from persons under the age of 13.

Company, or people who post using the Services, may provide links to third party websites, which may have different privacy practices. We are not responsible for, nor have any control over, the privacy policies of those third party websites, and encourage all users to read the privacy policies of each and every website visited.

b) Data we collect

We collect your email address, for purposes such as sending notifications and confirmation emails, authenticating user accounts, etc.

For paid services, we may collect contact information, such as name(s), phone/fax number(s), and address for billing purposes.

We may sometimes collect your phone number for account authentication purposes, and may transmit it to a third party service for tele-robotic verification.

Company does not store credit card information. Credit card transactions are executed by a secure third-party provider.

We may collect personal information if you provide it in feedback, comments, or other functions of the Services, or if you contact us directly. Please do not post any personal information via the Services that you expect to keep private.

Company's Services' web logs collect standard web log sections for each page served, including your IP address, page URL, and timestamp. Web logs help us to diagnose problems with servers, to administer Company's Services, and to otherwise provide Services to you.

c) Data we store

All information that is entered using the Services is stored.

Although we make good faith efforts to store the information in a secure operating environment that is not available to the public, we cannot guarantee complete security.

d) Archiving and display of Company's postings by search engines and other sites

Search engines and other sites not affiliated with Company archive or otherwise make available Company's postings

e) Circumstances in which Company may release information

Company may disclose information about its users if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to respond to subpoenas, court orders, or other legal process.

Company may also disclose information about its users to law enforcement officers or others, in the good faith belief that such disclosure is reasonably necessary to: enforce these Terms of Use; respond to claims that any posting or other content violates the rights of third-parties; or protect the rights, property, or personal safety of Company, its users or the general public.

f) International Users

By using the Services and providing Company with data, you acknowledge and agree that due to the international dimension of the Services we may use the data collected in the course of our relationship for the purposes identified in this policy or in our other communications with you, including the transmission of information outside your resident jurisdiction. In addition, please understand that such data may be stored on servers located in the United States. By providing us with your data, you consent to the transfer of such data.

9. CONDUCT

You agree not to post, email, or otherwise make available Content:

a) that is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, invasive of another's privacy, or is harmful to minors in any way;

b) that is pornographic;

c) that harasses, degrades, intimidates or is hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

d) that impersonates any person or entity, including, but not limited to, a atoblogic.com employee, or falsely states or otherwise misrepresents your affiliation with a person or entity (this provision does not apply to Content that constitutes lawful non-deceptive parody of public figures.);

e) that includes personal or identifying information about another person without that person's explicit consent;

f) that is false, deceptive, misleading, deceitful, misinformative, or constitutes "bait and switch";

g) that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or Content that you do not have a right to make available under any law or under contractual or fiduciary relationships;

h) that constitutes or contains "affiliate marketing," "link referral code," "junk mail," "spam," "chain letters," "pyramid schemes," or unsolicited commercial advertisement;

i) that constitutes or contains any form of advertising or solicitation if: posted in areas of the atoblogic.com site which are not designated for such purposes; or emailed to atoblogic.com users who have not indicated in writing that it is ok to contact them about other services, products or commercial interests.

j) that includes links to commercial services or web sites, except as allowed through Company's merchant Services;

k) that advertises any illegal service or the sale of any items the sale of which is prohibited or restricted by any applicable law, including without limitation items the sale of which is prohibited or regulated by Nevada law;

l) that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

m) that disrupts the normal flow of dialogue with an excessive amount of Content (flooding attack) to the Services, or that otherwise negatively affects other users' ability to use the Services; or

n) that employs misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Services.

Additionally, you agree not to:

o) contact anyone who has asked not to be contacted;

p) "stalk" or otherwise harass anyone;

q) collect personal data about other users for unlawful purposes;

r) use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Services - unless expressly permitted by Company;

s) post non-local or otherwise irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on Company's Services' infrastructure;

t) post the same item or service in more than one sub-category within one metropolitan area, or post and item or service in a metropolitan area that you are capable of, or are prohibited from, providing said item or service in;

u) attempt to gain unauthorized access to Company's computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Services; or

v) use any form of automated device or computer program that enables the submission of postings to the Services without each posting being manually entered by the author thereof (an "automated posting device"), including without limitation, the use of any such automated posting device to submit postings in bulk, or for automatic submission of postings at regular intervals.

10. POSTING AGENTS

A "Posting Agent" is a third-party agent, service, or intermediary that offers to post Content to the Service on behalf of others. To moderate demands on Company's resources, you may only use a Posting Agent who is an Authorized Local Representative of Company to post Content to the Services. Correspondingly, Posting Agents are not permitted to post Content on behalf of others, to cause Content to be so posted, or otherwise access the Service to facilitate posting Content on behalf of others, without being a currently licensed Authorized Local Representative of Company.

11. NO SPAM POLICY

You understand and agree that sending unauthorized advertisements to Company's email addresses or through Company's computer systems, which is expressly prohibited by these Terms, will use or cause to be used servers located in the United States or elsewhere. Any unauthorized use of Company's computer systems is a violation of these Terms and certain U.S. federal and state laws, including without limitation the Computer Fraud and Abuse Act (18 U.S.C. � 1030 et seq.), and may violate certain local and international laws or agreements. Such violations may subject the sender and his or her agents to civil and criminal penalties.

12. ELECTRONIC MAIL ADDRESS

Due to the nature and requirements of the Services, a current, active, electronic mail address is required to be provided and updated as necessary by all users in order to access Services as a registered user. Company shall utilize the registered electronic mail address to contact you with information regarding the Services, to send you any vouchers purchased or itinerary items requested, and may share the electronic mail address with merchants from whom you purchase or seek products / or services from.

13. LIMITATIONS ON SERVICE

You acknowledge that Company may establish limits concerning use of the Services, including the maximum number of days that Content will be retained by the Services, the maximum number and size of postings, email messages, or other Content that may be transmitted or stored by the Services, and the frequency with which you may access the Services. You agree that Company has no responsibility or liability for the deletion or failure to store any Content maintained or transmitted by the Services. You acknowledge that Company reserves the right at any time to modify or discontinue the Services (or any part thereof) with or without notice, and that Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.

14. ACCESS TO THE SERVICES

Certain Services require identity verification and/or are subject to individual licensing agreements.

Use of the Services beyond the scope of authorized access granted to you by Company immediately terminates said permission or license. In order to collect, aggregate, copy, duplicate, display or make derivative use of the Services or any Content made available via the Services for other purposes (including commercial purposes) not stated herein, you must first obtain a license from Company.

15. TERMINATION OF SERVICE

You agree that Company, in its sole discretion, has the right (but not the obligation) to delete or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the Services (or any part thereof), immediately and without notice, and remove and discard any Content within the Services, for any reason, including, without limitation. Further, you agree that Company shall not be liable to you or any third-party for any termination of your access to the Services. Further, you agree not to attempt to use the Services after said termination. Any and all relevant Sections shall survive termination of the TOU.

16. PROPRIETARY RIGHTS

Company's Services are protected to the maximum extent permitted by trade secrets laws, copyright laws and international treaties. Content displayed on or through the Services is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of the site or the collective work, and/or copying or reproducing the site or any portion thereof to any other server or location for further reproduction or redistribution is prohibited without the express written consent of Company. You further agree not to reproduce, duplicate or copy Content from the Services without the express written consent of Company, and agree to abide by any and all copyright notices displayed on the Services. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Services. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Services.

Although Company does not claim ownership of content that its users post, by posting Content to any public area of the Services, you automatically grant, and you represent and warrant that you have the right to grant, to Company an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, and distribute said Content and to prepare derivative works of, or incorporate into other works, said Content, and to grant and authorize sublicenses (through multiple tiers) of the foregoing. Furthermore, by posting Content to any public area of the Services, you automatically grant Company all rights necessary to prohibit any subsequent aggregation, display, copying, duplication, reproduction, or exploitation of the Content on the Services by any party for any purpose.

17. DISCLAIMER OF WARRANTIES

YOU AGREE THAT USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED THROUGH THE SERVICES, OR ACCESSED THROUGH ANY LINKS PROVIDED VIA THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE SERVICES.

Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, some of the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.

18. LIMITATIONS OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY ASPECT OF YOUR USE OF THE SERVICES, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE SERVICES, FROM INABILITY TO USE THE SERVICES, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE SERVICES. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE SERVICES, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE SERVICES. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitation may not apply to you.

19. INDEMNITY

You agree to indemnify and hold Company, its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers and employees, harmless from any claim or demand, including reasonable attorney fees and court costs, made by any third party due to or arising out of Content you submit, post or make available through the Services, your use of the Services, your violation of the TOU, your breach of any of the representations and warranties herein, or your violation of any rights of another.

20. GENERAL INFORMATION

The TOU constitute the entire agreement between you and Company and govern your use of the Services, superseding any prior agreements between you and Company. The TOU and the relationship between you and Company shall be governed by the laws of the State of Nevada without regard to its conflict of law provisions. You and Company agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Clark, Nevada. The failure of Company to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision. If any provision of the TOU 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 TOU 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 Services or the TOU must be filed within one (1) year after such claim or cause of action arose or be forever barred.

21. VIOLATION OF TERMS AND LIQUIDATED DAMAGES

Please report any violations of the TOU, by emailing to:

abuse@atoblogic.com

Company's failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches.

You understand and agree that, because damages are often difficult to quantify, if it becomes necessary for Company to pursue legal action to enforce these Terms, you will be liable to pay Company the following amounts as liquidated damages, which you accept as reasonable estimates of Companys' damages for the specified breaches of these Terms:

a. If you post a message that (1) impersonates any person or entity; (2) falsely states or otherwise misrepresents your affiliation with a person or entity; or (3) that includes personal or identifying information about another person without that person's explicit consent, you agree to pay Company one thousand dollars ($1,000) for each such message. This provision does not apply to Content that constitutes lawful non-deceptive parody of public figures.

b. If Company establishes limits on the frequency with which you may access the Services, or terminates your access to or use of the Services, you agree to pay Company one hundred dollars ($100) for each message posted in excess of such limits or for each day on which you access Company in excess of such limits, whichever is higher.

c. If you send unsolicited email advertisements to Company email addresses or through Company computer systems, you agree to pay Company twenty five dollars ($25) for each such email.

d. If you post Content in violation of the TOU, other than as described above, you agree to pay Company one hundred dollars ($100) for each Item of Content posted. In its sole discretion, Company may elect to issue a warning before assessing damages.

e. If you are a Posting Agent that uses the Services in violation of the TOU, in addition to any liquidated damages under clause (d), you agree to pay Company one hundred dollars ($100) for each and every Item you post in violation of the TOU. A Posting Agent will also be deemed an agent of the party engaging the Posting Agent to access the Services (the "Principal"), and the Principal (by engaging the Posting Agent in violation of the TOU) agrees to pay Company an additional one hundred dollars ($100) for each Item posted by the Posting Agent on behalf of the Principal in violation of the TOU.

f. If you aggregate, display, copy, duplicate, reproduce, or otherwise exploit for any purpose any Content (except for your own Content) in violation of these Terms without Company's express written permission, you agree to pay Company three thousand dollars ($3,000) for each day on which you engage in such conduct.

Otherwise, you agree to pay Company's actual damages, to the extent such actual damages can be reasonably calculated. Notwithstanding any other provision of these Terms, Company retains the right to seek the remedy of specific performance of any term contained in these Terms, or a preliminary or permanent injunction against the breach of any such term or in aid of the exercise of any power granted in these Terms, or any combination thereof.

22. FEEDBACK

We welcome your comments on this document addressed to the following:

tou@atoblogic.com

A to B Logic Platform License Agreement

CONFIDENTIAL

This Application Service Provider Agreement (the "Agreement") is made as of 05/28/2022 (the "Effective Date") by and between A to B Logic, LLC ("Provider"), a limited liability corporation organized and existing under the laws of the State of Wyoming, with its principle office located at 30 N Gould St Ste R, Sheridan, WY 82801, and the User identified in the Registration Form ("Customer").

WHEREAS Provider owns AtoBLogic™ ("Platform"), described as web-based software generally used for organizing facilities for keeping track of the location of physical items within them, and for managing the movement of physical items from one location to another and keeping track of the physical items while in transit;

WHEREAS Customer desires to obtain access to the Platform and Provider's application services; and

WHEREAS Provider is willing to enter into an agreement with Customer whereby Customer and Customer's users will obtain access to the Platform.

NOW, THEREFORE, the parties agree as follows:

DEFINITIONS

The following terms, when capitalized, will have the meanings designated in this Definitions section:

Access: An event in which Customer or one of Customer's users logs on to the Platform using an identifying electronic mail address and a "password".

Affiliate: Any entity or person directly or indirectly controlling, controlled by or under common control with Customer or any entity or person with whom Customer has a business relationship. For the purpose of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to Customer, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of Customer, whether through the ownership of voting securities or by contract or otherwise.

Confidential Information: Any and all information disclosed by either party to the other that is marked "confidential" or "proprietary," including orally conveyed information designated confidential at the time of disclosure provided that it is reduced to a written summary marked "confidential" that is supplied to the other party within 30 days of the oral disclosure, pricing, terms, attachments, exhibits and all information related to the software associated with this Agreement. Confidential Information shall be deemed to include the Platform and Provider's Services. "Confidential Information" does not include any information that the receiving party can demonstrate is: (a) rightfully known prior to disclosure; (b) rightfully obtained from a third party authorized to make such a disclosure, without breach of the terms and conditions of this Agreement; (c) independently developed by the receiving party as demonstrated by contemporaneous documents; (d) available to the public without restrictions; (e) approved for disclosure with the prior written approval of the disclosing party; or (f) disclosed by court order or as otherwise required by law, provided that the party required to disclose the information provides prompt advance notice to enable the other party to seek a protective order or otherwise prevent such disclosure.

Copyright Protected Material: Any text or electronic file that is the copyrighted property of a third party.

Customizations: Programming that is performed by Provider at the request of Customer which may be billed at Provider's hourly programming rate, with prior written approval from Customer, and shall remain the sole intellectual property of the Provider and may be used without restriction by the Provider.

Downtime: The period in which packets are not being sent and received from Provider's Servers.

Licensed Software: Provider's Platform comprises proprietary software, including database models, hosted on Provider's Servers.

Permitted Users: Individuals employed or retained by Customer; or its users who have been identified to Provider and given a password to Access the Platform Licensed Software pursuant to this Agreement.

Provider's Servers: Computer hardware servers controlled by Provider, or computer hardware servers leased by Provider from a third-party which Provider retains administrative control over.

Sandbox: The area of the Provider's Server where Customer's electronic files will reside and be accessed.

Support Services: General technical assistance and training made available by Provider to Customer and its users free of charge, or advanced technical assistance and training which may be billed at Provider's rates upon prior approval from Customer.

Trade Secrets: Provider's proprietary "secret sauce", including but not limited to how Provider does business and the methods by which Provider's Platforms function and operate, which Customer may gain access to through the use of Provider's Platform.

User Copyright Protected Materials: All information and electronic documents entered by Customer's users utilizing the Provider's Platform shall remain the copyrighted property of said user and shall be distributed only at their will.


TERMS AND CONDITIONS

1. Services.

1.1

Provider Services: Subject to the terms of this Agreement, Provider will provide Customer with Support Services as set forth in Exhibit A.

1.2

Scheduled Available Time: Provider shall use reasonable efforts to make the Platform available twenty-four (24) hours per day, seven (7) days a week, excluding:

1.2.1

Scheduled downtime for Platforms maintenance, including without limitation diagnostics, upgrades, and operations reconfiguration.

1.2.2

Unscheduled downtime caused by other forces beyond the immediate control of Provider, including software defects, hardware failures, or downtime caused by Customer's (or Customer's users) network or the Internet.

1.3

Unscheduled Downtime: In the event that Provider Servers experience Downtime, then Customer may be entitled to a credit, as set forth in Exhibit B. The credit described in this paragraph is Customer's sole and exclusive remedy related to Downtime.

1.4

Training and Development Services. Training and software development are not included in the Provider Support Services. If Customer desires to obtain such services, Provider may provide them free of charge or pursuant to Provider's standard Professional Services Agreement at Provider's discretion with prior approval from Customer.

2. Licenses.

2.1

Licensed Software: Subject to the terms of this Agreement, Provider hereby grants to Customer a nonexclusive, limited, personal license to allow the Permitted Users to use the Licensed Software via the Internet. As part of its licensed use of the Licensed Software, Customer (or its users) may incorporate text or electronic files which may be Copyright Protected Materials. Customer and its users are solely responsible for adherence to all relevant copyright laws and to the protection of their own User Copyrighted Materials. Provider reserves all rights and licenses in and to the Licensed Software not expressly granted to Customer under this Agreement.

2.2

License Restrictions. Unless otherwise provided for in this Agreement, Customer may not, nor permit any third party to: (a) copy the Licensed Software; (b) modify, translate or otherwise create derivative works of the Licensed Software; (c) disassemble, decompile or reverse engineer the object code or source code of the Provider Licensed Software; (d) publish, or otherwise make available to any third party, any benchmark testing information or results; or (e) export or re-export the Licensed Software in violation of any United States export law or regulation.

2.3

Responsibility for Information. Customer acknowledges that Provider has no control over Customer's (and Customer's user's) entry of text beyond the filtering capabilities provided for within the software and further has no control over the content of any electronic files uploaded to Provider's Servers. Customer acknowledges that it is solely responsible for any consequences of the content of text and electronic files uploaded by it or its users; and assumes all risk associated with such operation, and furthermore Customer agrees that Provider shall have no responsibility and no liability to Customer or its users for any loss or damage of information or electronic files.

2.4

Backups of Information. Provider regularly makes back up copies of its databases and all electronic files uploaded to its Servers. As a courtesy, Provider will make one back up copy of Customer's database entries and electronic files uploaded to Provider's Servers per month upon request and make them available for download by Customer; Provider may charge a service fee for making further backups at Customer's request. Copies of Customer's database entries shall not include the database header row.

3. Intellectual Property.

3.1

Provider's Intellectual Property: Provider and its licensors (if any) exclusively own all intellectual property rights, title and interest in any ideas, concepts, know-how, documentation or techniques Provider provides under this Agreement, and all technology available on the Provider Servers. Customer agrees and acknowledges that no title to the Licensed Software or any aspect of the Provider's Services shall pass to Customer under this Agreement.

3.2

Customer's Copyright Property: Customer (and its users) shall exclusively own all copyright rights, title and interest in the content of text and electronic files entered into the databases and Sandbox using the Provider Licensed Software. If Customer uses any Copyright Protected Material that is owned by a third party, Customer shall submit to Provider proof of the third party's approval, along with any restrictions on, the use of the Copyright Protected Material immediately upon request.

3.3

Retained Know-How. Customer acknowledges that Provider provides professional services and monitoring, configuring and testing services for other parties, and agrees that nothing herein will be deemed or construed to prevent Provider from carrying on such services. Nothing in this Agreement will preclude Provider from developing for itself, or for others. Provider will have the right to use techniques, methodologies, tools, ideas and other know-how gained during the performance of the services in the furtherance of its own business and to perfect all other intellectual property rights related thereto, including patent, copyrights (except as otherwise stated above) trademark and trade secrets.

4. Permitted Users.

Customer shall identify Customer employees and users who are Permitted Users. All of Customer's Permitted Users shall adhere to Provider's Terms of Use for the Licensed Software. Each user will use a combination of a unique verified electronic mail address and password to access the Licensed Software for the purposes permitted by this Agreement. Customer will take such actions as are necessary in order for it to maintain the confidentiality of, and prevent the unauthorized use of, each password, including entering into appropriate agreements with its Permitted Users. Customer will immediately notify Provider in writing if Customer determines, or has reason to believe, that an unauthorized party has gained access to a password. Customer authorizes Provider to rely upon any information and/or instructions set forth in any data transmission using the assigned password, without making further investigation or inquiry, and regardless of the actual identity of the individual transmitting the same, in connection with the operation of the Licensed Software. Use of the registered password, whether or not authorized by Customer, shall be solely the responsibility of and the risk of Customer. Customer shall indemnify, defend, and hold harmless Provider from any claim, proceeding, loss or damages based upon any use, misuse, or unauthorized use of Customer's or its Permitted Users' passwords. Customer or its Permitted Users may select to have their login credentials saved to cookies in order to keep them logged in to the Licensed Software; a total of three cookies will be saved for this purpose.

5. Payment Obligations.

Payment and Invoicing terms and obligations shall be as set forth on Exhibit C attached hereto.

6. Confidential Information.

6.1

Agreement Terms: Under no circumstances may either party disclose any pricing or business terms related specifically to this Agreement, or any negotiations thereof, to any third party (including, but not limited to, competitors, industry analysts, press or media).

6.2

Obligation: Neither party will use any Confidential Information of the disclosing party except as expressly permitted in this Agreement or as expressly authorized in writing by the disclosing party. Each party shall use the same degree of care to protect the disclosing party's Confidential Information as it uses to protect its own Confidential Information of like nature, but in no circumstances less than reasonable care. Neither party is allowed to disclose the other party's Confidential Information to any person or entity other than the receiving party's officers, employees, consultants and legal advisors who need access to such Confidential Information to effect the intent of the Agreement. Each individual or entity receiving Confidential Information pursuant to this subsection must have entered into a written confidentiality agreement the sole objectives of which are to further the intent of this Section 6. Customer shall not disclose, orally or in writing, any in-development additions of the Licensed Software to any third party. Each party agrees to notify the other of any unauthorized use or disclosure of Confidential Information and to provide reasonable assistance to such other party, and its licensors, in the investigation and prosecution of such unauthorized use or disclosure.

6.3

Deemed Confidential Information. The Licensed Software, pricing, users, and business practices shall be deemed the Confidential Information and trade secrets of Provider.

7. Term and Renewal.

Subject to the survival provision set forth below in Section 13, either party may terminate this Agreement upon 30-days' prior written notice. The payment terms of this Agreement set forth in Exhibit C shall be effective for a period of one year starting from the Effective Date ("Initial Term"). Upon expiration of the Initial Term, this Agreement may be renewed for successive one-year terms at Provider' then-current rates.

8. Termination.

This Agreement, and any Exhibit referencing this Agreement, may be terminated as follows:

8.1

If Customer fails to make any payment due hereunder, and fails to cure such breach within 10 days after receiving written notice from Provider, then Provider may immediately and without further notice terminate this Agreement and declare all sums due, and to become due hereunder, immediately payable.

8.2

Except as set forth in Section 8.1 above, if either party materially breaches any term or condition of this Agreement and fails to cure such breach within 30 days after receiving written notice of the breach, the non-breaching party may terminate this Agreement on written notice at any time following the end of such 30-day period.

8.3

This Agreement may terminate immediately upon notice by Provider if a receiver is appointed to Customer, an assignee is appointed for the benefit of creditors of Customer, or in the event of Customer insolvency or Customer's inability to pay debts as they become due, except as may be prohibited by applicable bankruptcy laws. Such termination shall not be deemed a material breach of this Agreement, and Customer shall not incur any additional liability due to such termination.

8.4

Software: Upon termination or expiration of this Agreement, all Customer rights to Provider Services and Licensed Software, including but not limited to the rights to use and Access, automatically terminate immediately.

8.5

Return of Data: Subject to payment of all amounts due hereunder, and upon written request, Provider will provide to Customer such contents of the databases and Sandbox that are owned by Customer, as such contents exist on the date of termination, in the standard backup format described in Section 2.4.

8.5

Refund of Prepaid Licensing Fee: As long as Termination is not due to a material breach of this Agreement, Provider will remit to Customer a refund for any unused portion of the Licensing Fee, based on a monthly calculation, for all months subsequent to the month of actual Termination.

9. Limitation of Liability.

9.1

IN NO EVENT WILL PROVIDER'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE SUM OF FEES PAID BY CUSTOMER FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE ONE YEAR PERIOD IMMEDIATELY PRECEDING THE DATE THE ALLEGED LIABILITY AROSE. IN NO EVENT WILL PROVIDER, ITS LICENSORS, OR ITS SUPPLIERS HAVE ANY LIABILITY TO CUSTOMER OR ITS PERMITTED USERS FOR ANY CONSEQUENTIAL OR INCIDENTAL LOSSES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, LOSS OF USE OR OF DATA, ANY UNAUTHORIZED ACCESS TO, ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER'S OR ITS PERMITTED USERS' COMPUTERS, COMPUTER PlatformS, DATA FILES, PROGRAMS OR INFORMATION, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY AND WHETHER OR NOT PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES AGREE THAT THE TERMS IN THIS LIMITATION OF LIABILITY SECTION REPRESENT A REASONABLE ALLOCATION OF RISK.

9.2

Disaster Recovery: Provider will make commercially reasonable efforts to create and protect back-up copies of Customer data and electronic files. Subject to the above, Provider shall have no liability or duty of indemnification related to lost or corrupted Customer data or electronic files. This limitation of liability eliminates any duty or liability on the part of Provider related to lost or corrupted Customer data or electronic files resulting in part or in whole from third-party software or networking goods or services or from actions or events outside of its control.

10. Warranty.

10.1

Mutual Warranty: Each party warrants to each other that it has the right and authority to enter into, and to grant the rights and perform the obligations described in, this Agreement.

10.2

Limited Warranty. Each party will perform its obligations hereunder in a good and workmanlike manner.

10.3

Disclaimer: Provider specifically does not warrant that the Licensed Software or Services will meet all of Customer's requirements, that the use of the Licensed Software or Provider Services will be uninterrupted or error-free. Provider disclaims any and all liability resulting from or related to any breach of Internet security or disruption of Customer's connections to the Internet, due to any reason beyond Provider's control.

10.4

Exclusive Warranty: THE ABOVE WARRANTY IS EXCLUSIVE. PROVIDER MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER WRITTEN OR ORAL, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE RELATING TO THE TERMS OF THE SOFTWARE, OR ANY MATERIALS OR SERVICES FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT.

10.5

As-Is Basis: THE SOFTWARE AND SERVICES ARE PROVIDED TO CUSTOMER UNDER THIS AGREEMENT ON AN "AS-IS" BASIS. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

11. Indemnity.

11.1

Provider Indemnity: Provider will indemnify Customer from and against any loss, damage, liability or expense (including, but not limited to reasonable attorney's fees) incurred by or awarded against Customer, to the extent that it is based upon a claim that the Licensed Software, as provided by Provider to Customer under this Agreement and used within the scope of this Agreement, infringes any U.S. patent or copyright issued as of the Effective Date, or incorporates any misappropriated trade secrets. Provider' obligations to Customer under this Section shall only be valid provided that Customer: (a) promptly notifies Provider in writing of the claim; (b) grants Provider sole control of the defense and settlement of the claim, provided that Provider will not settle a pending matter without first notifying Customer; and (c) provides Provider with all assistance, information and authority required for the defense and settlement of the claim.

11.2

Injunctions. If Customer's use of any of the Provider Products hereunder is, or in Provider's opinion is likely to be, enjoined due to the type of infringement specified above, Provider may terminate Customer's rights and Provider's obligations hereunder with respect to such Licensed Software with no further liability.

11.3

Exclusions. Provider will have no indemnification obligation for any claim of infringement or misappropriation to the extent that it results in whole or part from: (a) modification to the Licensed Software; (b) failure of Customer to use updated or modified Licensed Software provided by Provider to avoid a claim of infringement or misappropriation; (c) combination of the Licensed Software with other Platforms, products, processes or materials to the extent that such claim would have been avoided without such combination use of the Licensed Software; or (d) compliance by Provider with designs, plans or specifications furnished by or on behalf of Customer.

11.4

Customer Indemnity: Customer will indemnify Provider from and against any loss, damage, liability or expense (including, but not limited to reasonable attorney's fees) incurred by or awarded against Provider, to the extent that it is based upon a claim that Customer information or electronic files, or other Customer Platforms, materials or software, infringe any U.S. patent or copyright issued as of the Effective Date, or incorporate any misappropriated trade secrets. Customer's obligations to Provider under this Section shall only be valid provided that Provider: (a) promptly notifies Customer in writing of the claim; (b) grants Customer sole control of the defense and settlement of the claim; and (c) provides Customer with all assistance, information and authority required for the defense and settlement of the claim.

12. Audit Rights.

12.1

Upon request from Provider from time to time, Customer shall provide Provider with reasonable-access during normal business hours to audit Customer's records evidencing (a) Customer's use of the Licensed Software and (b) amounts paid by Customer to Provider pursuant to this Agreement. Any information received by Provider as the result of such an audit shall be deemed Confidential Information of Customer.

12.2

If it is determined as a result of any such audit that there has been an underpayment by Customer of fees due Provider pursuant to this Agreement in an amount equal to five percent (5%) or more of the total amounts that were due for the period audited, then Customer shall reimburse Provider for any costs and expenses reasonably incurred by Provider to conduct such audit. Any fees found to have been incorrectly computed or paid shall be corrected in the next regular payment to Provider by Customer with late charges assessed as provided in Exhibit C.

13. General.

13.1

Purchase Orders and Forms: The terms, provisions or conditions of any purchase order or any associated documentation used by Customer will be governed solely and exclusively by the terms of this Agreement, regardless of any failure of Provider to object to those terms, provisions or conditions.

13.2

Publicity: Customer understands that the domain name "atoblogic.com" will appear throughout the Licensed Software. Customer agrees to the display of Provider's information related to the Licensed Software including, but not limited to, the name, Terms of Use, intellectual property rights, training, contact information, and marketing information; such information shall not appear in a manner that will unreasonably distract users from Customer's content. Provider and Customer may issue a mutually agreed upon press release announcing the relationship established by this Agreement, as well as other press releases as may be mutually agreed upon from time to time. Provider will have the right to include quotes from Customer in Provider press releases upon Customer's prior approval of such quotes, which approval will not be unreasonably withheld, conditioned or delayed. Customer agrees that Provider may use Customer's name, trademarks and logos in press releases, product brochures and similar marketing materials, financial reports and prospectuses indicating that Customer is a customer of Provider, and may use Customer as a reference for sales and public relations purposes. Provider agrees that Customer may use Provider's name, trademarks and logos in press releases, product brochures and similar marketing materials, financial reports and prospectuses indicating that Customer is a customer of Provider, and may use Provider as a reference for public relations purposes.

13.3

Assignment: Neither party may assign any of its rights or delegate any of its obligations under this Agreement, whether by operation of law or otherwise, without the prior express written consent of the other party. Assignment without such consent shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

13.4

Amendment: The terms and conditions of this Agreement, may not be changed except by an amendment in writing, which references this Agreement and is signed by an authorized officer of each party.

13.5

Waiver: No failure or delay by either party in exercising any right or remedy under this Agreement shall operate or be deemed as a waiver of any such right or remedy.

13.6

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming.

13.7

Arbitration and Equitable Relief: The parties agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, shall be settled by expedited arbitration to be held in the city of Sheridan, Wyoming, in accordance with the rules of the American Arbitration Association then in effect. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court having jurisdiction. Provider and Customer shall each pay one-half of the costs and expenses of such arbitration, and each of the parties shall separately pay its counsel fees and expenses. Nothing herein shall prevent either party from seeking emergency equitable relief in a court of law if necessary.

13.8

Notices: All notices required under this Agreement must be in writing and refer to the title and Effective Date of this Agreement. Notices shall be effective upon (a) actual delivery to the other party, if delivered in person, or by facsimile, or by national overnight courier; or (b) five business days after being mailed via U.S. postal service, postage prepaid. All notices shall be sent to the address stated in this Agreement or at such other address as either party may provide by advance written notice in accordance with this subsection.

13.9

Independent Entities: As it relates to this Agreement, the parties are independent entities. Neither party shall be deemed to be an employee, agent, partner, joint venturer or legal representative of the other for any purpose; and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other, solely as a result of this Agreement.

13.10

Employer/Employee Relationship: Nothing contained within this Agreement constitutes any kind of employer/employee relationship between the two sovereign entities.

13.11

Severability: Any provision of this Agreement that is held to be unenforceable in any jurisdiction shall be ineffective only as to that jurisdiction, and only to the extent of the unenforceability of such provision without invalidating the remaining provisions hereof.

13.12

Force Majeure: Except for Customer's obligations to make payment hereunder, neither party will be deemed to be in breach of this Agreement, or be entitled to damages or credits pursuant to this Agreement, for any failure or delay in performance caused by reasons beyond its reasonable control, caused by the other party or by an act of God, war, civil disturbance, court order, labor dispute, or other cause beyond its reasonable control, including without limitation failures or fluctuations in power, heat, light, air conditioning or telecommunications equipment.

13.13

Complete Understanding: This Agreement, including all Schedules, Exhibits and Attachments, constitutes the final and complete agreement between the parties regarding the subject matter hereof, and supersedes any prior or contemporaneous communications, representations or agreements between the parties, whether oral or written.

13.14

Survival: The respective rights and obligations under the Sections headed Confidential Information, Termination, and Limitation of Liability, in addition to any payment obligations incurred pursuant to this Agreement, shall survive the termination or expiration of this Agreement.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. Accepted and Agreed: Customer's Authorized Representative upon submission of the Registration Form. A to B Logic, LLC


Exhibit A

SUPPORT SERVICES POLICIES

The following will apply so long as they remain the standard support services terms of Provider and so long as Customer is in full compliance with all applicable license and/or service agreements between Customer and Provider.

SCOPE OF SUPPORT SERVICES: Provider shall use reasonable efforts to provide the following services during Regular Hours as defined below:

- Enable standard e-mail and telephone support for up to 2 Customer employee contacts designated by Customer in writing to have access to the Provider support organization ("Authorized Contact Persons"). Additional contacts may be purchased, if so desired by the Customer. All inquiries to the Provider support organization must be made by an Authorized Contact Person.

- Provide product updates and new releases that Provider, at its discretion, makes generally commercially available without additional charge.

ERROR SEVERITY LEVELS: Provider shall exercise reasonable efforts to correct any Error (as defined below) reported in the current unmodified release of Licensed Software in accordance with the Severity level reasonably assigned to such Error by Provider. Severity levels are defined below in the Definitions section of this Exhibit A.

Severity 1 Errors - Provider shall promptly commence the following procedures upon notification of the problem during Regular Hours and upon confirmation by Provider that the Error is a Severity 1 Error:

1. Within the first four (4) business hours, Provider will document and commence recreation and resolution of the problem;

2. If resolution has not been determined after the initial four business hours, Provider will mobilize a technical team to troubleshoot the problem and define solution options;

a) Provider will assign a company representative to oversee and report on all corrective action activities;

b) A Provider company representative will initially notify Customer of problem resolution status and will report on the status every twenty-four (24) hours thereafter;

Severity 2 Errors - Provider shall exercise reasonable efforts to provide a Fix as soon as an Error has been identified and the appropriate Fix developed.

Severity 3 (or lower) Errors - Provider shall exercise reasonable efforts to include the Fix for the Error in a future release.

Customer is responsible for providing sufficient information and data to allow Provider to readily reproduce all reported Errors. If Provider believes that a problem reported by Customer may not be due to an Error in the Licensed Software, Provider will so notify Customer.

EXCLUSIONS: Provider shall have no obligation to support: (i) Licensed Software problems caused by Customer's negligence, abuse or misapplication, use of Licensed Software other than as specified in the Provider user manual or other training materials, or other causes beyond the control of Provider; (iii) problems arising from the operation of Customer electronic files; (iv) questions and problems associated with accessing Customer's (and its users’) hardware, software, networking Platforms or any other client-side hardware, software, or network.


TERM AND TERMINATION: Provider may elect, on thirty (30) days' notice, to discontinue use of its Services. After such time, any further product support must be negotiated with Provider, at its discretion.

DEFINITIONS:

"Error" means an error in the Licensed Software that significantly impairs such Provider Licensed Software as compared to the Provider published product documentation.

"Fix" means the repair or replacement of object to remedy an Error.

"Severity 1 Error" means an Error that renders the product inoperative. When attempting to use the product, the user is prevented from performing a necessary function and there is no acceptable Workaround.

"Severity 2 Error" means an error in which major functionality is experiencing a reproducible problem that causes major inconvenience to the user. A Workaround may exist but it has high user impact.

"Severity 3 Error" means an Error in which an important function is experiencing an intermittent problem or a common non-essential operation is failing consistently.

"Telephone Support" means telephone or email technical support assistance provided by Provider to the Technical Support Contact during Regular Hours concerning the use of the then-current release of a Provider Licensed Software and the previous sequential release.

"Workaround" means a change in the procedures followed or data supplied by Customer to avoid an Error without substantially impairing use of the Licensed Software.

"Regular Hours" means 8:OO AM to 5:OO PM Mountain Time on the regular business days of Provider.

THESE TERMS AND CONDITIONS DEFINE A SERVICE ARRANGEMENT AND NOT A PRODUCT WARRANTY. ALL PRODUCTS AND MATERIALS RELATED THERETO ARE SUBJECT EXCLUSIVELY TO THE WARRANTIES SET FORTH IN THE APPLICATION SERVICE PROVIDER AGREEMENT BETWEEN THE PARTIES. THESE TERMS AND CONDITIONS DO NOT CHANGE OR SUPERSEDE ANY PROVISION OF ANY SUCH AGREEMENT.


Exhibit B

UP TIME

In the event Customer or its users experience any of the following and Provider determines in its reasonable judgment that such event was caused by Provider's failure to provide Provider Licensed Software for reasons within Provider's reasonable control and not as a result of any action or inaction of Customer or any third party (including Customer equipment and/or third party equipment), Provider will, upon Customer's request in accordance with paragraph C below, credit Customer's account as described below:

A.

Inability to Access the Servers: Except for the exclusions described in Section 1.2 of this Agreement, if Customer or Customer's users are unable to transmit or receive information from Provider Servers to other portions of the Internet because Provider failed to maintain as operational the Provider Servers for more than four (4) consecutive hours, Provider will add one (1) additional day of service to the affected License(s). Provider's scheduled maintenance of the Provider Servers and Provider Licensed Software, as described in the Rules and Regulations, shall not be deemed to be a failure of Provider to provide Provider Servers. This credit is limited to one day of credit per 24-hour service period.

B.

Downtime: If Provider discovers (either from its own efforts or after being notified by Customer) that Customer is experiencing packet loss in excess of eighty percent (80%) that is sustained for a time period of more than fifteen (15) minutes, then such outage will be deemed downtime ("Downtime"), and Provider will take actions necessary to determine the source of the Downtime.

(i)

Remedy of Downtime: If the Downtime remedy is within the sole control of Provider, Provider will use commercially reasonable efforts to remedy the Downtime within four (4) hours of determining the source of the Downtime. If the Downtime is caused from outside of the Provider local area network, Provider will notify Customer and will use commercially reasonable efforts to notify the party or parties responsible for the source and cooperate with it/them to resolve the problem as soon as possible.

(ii)

Failure to Determine Source and/or Resolve Problem: If Provider is unable to determine the source of and remedy the Downtime within the time periods described above (where Provider was solely in control of the source), Provider will add one (1) additional day of service to the affected License(s). This credit is limited to one day of credit per 24-hour service period.

C.

Credit: To receive any of the credits described in this section, Customer must notify Provider Customer Services within two (2) business days from the time Customer becomes eligible to receive a credit. Failure to comply with this requirement will forfeit Customer's right to receive a credit. Credits may only be applied to existing Customer Licenses. The credits described in this Exhibit B shall be Customer's exclusive remedy and Provider sole liability for any unavailability of the Provider Servers or Provider Licensed Software.

D.

Maximum Credit. In the event that Customer is entitled to multiple credits arising from the same event, such credits shall not be cumulative. Customer shall be entitled to receive only the maximum single credit available for such event.


Exhibit C

PRICING

A.

Payment: The following pricing arrangements shall be valid during the term of this Agreement.

B.

Licensing Fee: Based on the total number of Facilities registered by the User (minimum of one).

C.

Overage Fee: In the sole discretion of Provider, should Customer's usage of the Platform exceed expected norms, Provider will assess an Overage Fee and invoice Customer.

D.

Subscription Billing: Customer may choose to pay by setting up a subscription for each active Facility they register.

E.

Invoice Billing: If Customer chooses to pay for all active Facilities that they register in a single transaction, Provider will invoice Customer monthly. All invoices are due and payable in full within 14 days of date of the invoice. Any invoice not paid within 15 days of the invoice date will be deemed late and will accrue late charges as of the date due. Late charges shall be at a rate of 1.5% per month, or the maximum rate allowed under law, whichever is lower, from the date such payment was due until the date paid. Customer agrees that it shall promptly notify Provider in writing of any dispute with any invoice, and that invoices for which no such notification is received shall be deemed accepted by Customer and true and correct fifteen (15) days after they are sent by Provider.

F.

Taxes: Customer shall be responsible for all sales taxes, use taxes and any other similar taxes and charges of any kind imposed by any federal, state or local governmental entity on the transactions contemplated by this Agreement, excluding U.S. federal and state and local taxes based upon Provider's income. Customer shall indemnify, defend, and hold harmless Provider from any losses or liability due to nonpayment of taxes for which Customer is responsible under this Agreement.

G.

Price Increases: Provider may, at any time, increase its fees. If an increase occurs, Customer will be advised prior to the the next billing cycle.