REFTEK LLC TERMS OF SERVICE AGREEMENT

LAST REVISION: OCTOBER 25, 2003

PLEASE READ THIS REFTEK LLC TERMS OF SERVICE AGREEMENT CAREFULLY. BY COMPLETING THE REGISTRATION PROCESS, CLICKING THE "I ACCEPT" BUTTON AND/OR USING THE SERVICES (AS DEFINED BELOW), YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

This RefTek Terms of Service Agreement (the "Agreement") governs the provision of the Services (as defined below) by RefTek LLC ("RefTek") to you. This Agreement includes, and incorporates by this reference, the policies and guidelines referenced below. RefTek reserves the right to change or revise the terms and conditions of this Agreement at any time by posting any changes or a revised Agreement on this site (www.reftek.net). The changed or revised Agreement will be effective immediately after it is posted on this Web site. Your use of the Services following the posting of any such changes or of a revised Agreement will constitute your acceptance of any such changes or revisions. RefTek encourages you to review this Agreement whenever you visit the RefTek Web site to make sure that you understand the terms of the Services provided to you. If you do not agree to this Agreement (including any referenced policies or guidelines), please immediately terminate your use of the Services.

I. THE SERVICE

(a) Description. In consideration of your payment of the Fees (as defined below), RefTek will provide you with a non-exclusive, non-transferable, limited license to utilize the RefTek service in connection with your business. Specifically, the RefTek service allows you to effectively manage the following components of your business: processing of membership applications, scheduling/assigning, evaluating, management reporting, issue tracking, and broadcast communications (the "Service"). The intended use of the Service is for internal use by you only and such use shall be governed by the terms and conditions of this Agreement.

(b) Fees. If you elect to use the Services you may be prompted to complete the necessary registration information including your credit card information so that you can be charged the applicable Service fees ("Fees"). RefTek is hereby expressly authorized to charge your credit card an amount equal to the pertinent Fees when you register for the Services. In the event you (a) change your credit card information (e.g., credit card number or expiration date), (b) cancel the credit card on file with RefTek, and/or (c) change your billing information on file with RefTek, you will (1) promptly advise RefTek of the same and provide RefTek updated billing information that can be used by RefTek to bill and/or charge you, and (2) pay any past due amount due RefTek for the Services, if any. If, at any time thereafter, you fail to pay any amount under this Agreement when due or are otherwise in breach or default under this Agreement, RefTek may, in its sole discretion, and without prejudice to its other rights, immediately terminate your use of the Services. Late payments hereunder will accrue interest at the rate of one and one half percent per month or the highest rate allowed by applicable law, whichever is lower.

(c) Agreement Term. The term of this Agreement (the "Term") will begin on the date on which you elect to purchase the Services and continue for one (1) year thereafter, unless terminated by either party pursuant to this Agreement.

(d) Taxes. All payments required by this Agreement are exclusive of all national, state, municipal or other governmental excise, sales, value-added, use, taxes and similar taxes now in force or enacted in the future, all of which you will be responsible for and will pay in full (other than taxes on RefTek's net income).

II. YOUR REGISTRATION AND ACCOUNT

(a) Registration Obligations. In consideration for access to the Services, and to establish a Services account, you must provide RefTek with certain information ("Registration Data") requested on various registration forms from time to time; inquiries marked "required" must be answered, and any other request for information may be left blank. You agree that the Registration Data you provide: (1) is true, accurate, current and complete, and (2) will be maintained and updated by you to keep it true, accurate, current and complete. RefTek reserves the right to terminate your use of the Services and refuse to provide you with any and all current or future use of the Services if RefTek, in its sole discretion, determines that any of your Registration Data is untrue, inaccurate, not current or incomplete.

(b) Registry Information Download. As part of the registration process and once you have completed the information specified in (a) above, RefTek's software automatically may collect certain information from your computer (including, but not limited to, your IP address, browser type, and operating system). You will allow the RefTek software to obtain this information and not to manipulate or falsify such information.

(c) Account Security. You will select a user name and password when you initially register for a Services account. You are responsible for maintaining the confidentiality of your user name and password and are fully responsible for all activities, charges and/or liabilities that occur under your user name and password or account whether or not authorized by you. You will immediately notify RefTek of any unauthorized use of your user name and password or account or any other breach of security. RefTek cannot, and will not, be liable for any loss or damage arising from your failure to comply with this section.

III. YOUR RESPONSIBILITIES AND ACKNOWLEDGMENTS

(a) Compliance With Laws, Regulations and Requirements. You will not use the Services for illegal purposes but will abide by and comply with (1) all applicable local, state, national, and international laws and regulations in your use of the Services (including laws regarding the transmission of technical data exported from the United States), and (2) all requirements, procedures, policies and regulations of networks connected to the Services.

(b) Restricted Uses. You shall not store via physical media, data mine or otherwise aggregate information or data within the Service database, for any purpose outside the scope of this Agreement, including but not limited to, storing database information on CD-ROM for resale or direct marketing lists, or any other use, reuse, publish, transmit or disseminate in any form or by any means, any part of the Service database or the data contained therein, sell, sublicense, or transfer any data retrieved from Service database. You shall not, directly or indirectly utilize the Service database (or any portion thereof) to create any derivative, downstream or other works there from or replicate or reverse engineer the Service database (or any portion or component thereof).

(c) Non-Interference. You will not interfere with or disrupt (a) the use and enjoyment of the Services by other users; or (b) the Services or servers or networks connected to the Services (including, without limitation, any attempt to gain unauthorized access to other computer systems or networks connected to the Services).

(d) Resale of the Service. You will not resell, rent or lease the Services or the use of or access to the Services.

(e) Report of Abuse. You will report any violations of the terms of this Agreement by other users of the Services of which you become aware by contacting RefTek at support@reftek.net.

(f) Your Marks. You hereby grant to RefTek a non-exclusive and limited license to use your trade names, logos and other trademarks and service marks (the "Customer Marks") in connection with RefTek's advertising, marketing and promotion of the Service. RefTek shall not publish the Customer Marks without your written consent. Such consent will not be unreasonably withheld. Further, at RefTek's request, you will use reasonable efforts to provide RefTek with data and qualitative input about the application of the Service for use in marketing materials such as use cases, white papers and testimonials (the "Marketing Materials") on RefTek operated Web sites or in similar print materials. RefTek shall not publish or make use of your input without your written consent. Such consent will not be unreasonably withheld. You acknowledge that any unsolicited positive feedback you provide to RefTek, may be used by RefTek for inclusion in Marketing Materials (e.g., customer testimonials).

IV. THIRD PARTY LINKS

RefTek is not responsible in any way for, and does not guaranty the availability of, any email from or links to third party Web sites and resources that may be accessed through the RefTek Web site. In addition, RefTek does not endorse and is not responsible or liable for any content, advertising, goods or services, or other materials available on or from such Web sites or resources. RefTek will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, advertising, goods or services, or other materials on or available from such Web sites or resources.

V. YOUR PRIVACY

RefTek believes strongly in protecting user privacy and providing you with notice of RefTek's use of data, including personal identifying information, collected on the RefTek Web site. Please refer to the current RefTek Privacy Statement for information regarding how RefTek uses and collects information set forth on the RefTek Web site at www.reftek.net.

VI. TERMINATION

(a) By RefTek. RefTek may terminate this Agreement at any time, for any reason; provided that RefTek provides you with (24) hour written (or email) notice. Further, RefTek may terminate this Agreement immediately, or any part of the Services immediately, in the event you breach any obligation hereunder, fail to respond within ten (10) calendar days to an inquiry from RefTek concerning the accuracy or completeness of the information referred to in Article II of this Agreement, or if RefTek determines in its sole discretion that you have violated this Agreement.

(b) By Notice Prior to End of Term. You may terminate this Agreement by giving thirty (30) days notice prior to the conclusion of the Term. In this case, the termination will take effect at the conclusion of the Term. In order for your termination to be effective, you must provide notice by emailing RefTek at support@reftek.net. You will not be entitled to any refund of the Fees in the event you terminate this Agreement.

(c) Effect of Termination. If RefTek terminates your account for reasons other than breach hereunder, you will receive, within (90) days of termination, a refund of Fees, prorated based on the date you signed up for the Service and the date of termination. If your account is terminated for breach hereunder, you will not receive any refund for payments already made by you as of the date of termination. If termination of this Agreement is due to your breach hereunder, you will bear all costs of such termination, including any reasonable costs RefTek incurs in closing your account. You will pay any and all costs incurred by RefTek in enforcing your compliance with this Article, including attorneys' fees. Upon termination, you shall destroy any copy of the materials licensed to you hereunder and referenced herein. RefTek may delete all or part of the information related to you on the Services.

VII. INDEMNITY

You will release, indemnify, defend and hold harmless RefTek, and any of its contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorneys' fees and expenses, of third parties relating to or arising out of (1) this Agreement or the breach of your warranties, representations and obligations under this Agreement, (2) the Services or your use of such Services, (3) any intellectual property or other proprietary right of any person or entity, (4) your violation of any of the provisions of this Agreement, or (5) any information or data you supplied to RefTek, including, without limitation, any misrepresentation in your Registration Data, if applicable. When RefTek is threatened with suit or sued by a third party, RefTek may seek written assurances from you concerning your promise to indemnify RefTek; your failure to provide those assurances may be considered by RefTek to be a material breach of this Agreement. RefTek will have the right to participate in any defense by you of a third-party claim related to your use of any of the Services, with counsel of RefTek's choice at its expense. RefTek will reasonably cooperate in any defense by you of a third-party claim at your request and expense. You will have sole responsibility to defend RefTek against any claim, but you must receive RefTek's prior written consent regarding any related settlement. The terms of this Article will survive any termination or cancellation of this Agreement.

VIII. DISCLAIMER OF WARRANTIES

(a) YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. REFTEK EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, ANY RESULTS OBTAINED THROUGH THE SERVICES AND ANY GOODS OR SERVICES OBTAINED ON OR THROUGH THE SERVICES.

(b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, REFTEK MAKES NO WARRANTY: (1) THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (2) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED; (3) REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH OR FROM THE SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH SERVICES; OR (4) REGARDING ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OR FROM THE SERVICES (DOWNLOADING OR ACCESS IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA).

(c) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM REFTEK OR THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

(d) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

IX. LIMITATION OF LIABILITY

(a) REFTEK'S ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHERWISE, WITH RESPECT TO ANY SERVICES PROVIDED UNDER THIS AGREEMENT AND/OR FOR ANY BREACH OF THIS AGREEMENT IS SOLELY LIMITED TO THE AMOUNT YOU PAID DURING THE TERM.

(b) REFTEK WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES IN ANY MANNER, INCLUDING LIABILITIES RESULTING FROM (1) THE USE OR THE INABILITY TO USE THE SERVICES; (2) THE COST OF PROCURING SUBSTITUTE GOODS AND SERVICES; (3) ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; OR (4) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE, EVEN IF REFTEK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c) REFTEK WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM INTERRUPTION, SUSPENSION OR TERMINATION OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER SUCH INTERRUPTION, SUSPENSION OR TERMINATION WAS JUSTIFIED OR NOT, NEGLIGENT OR INTENTIONAL, INADVERTENT OR ADVERTENT.

(d) SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

X. NOTICES AND ANNOUNCEMENTS

You authorize us to notify you of information that RefTek deems is of potential interest to you. Notices and announcements may include commercial emails and other notices describing changes, upgrades, new products and services or other information pertaining to Internet security or to enhance your identity on the Internet and/or other relevant matters. All notices must be sent either in writing (including email, but only to the extent expressly provided herein). All written notices to RefTek shall be delivered to 311 Oak Street, Suite 505, Oakland, California 94607. All notices to you will be delivered to your mailing address or email address as provided in your account information (as updated by you pursuant to this Agreement). RefTek may also provide notices of changes to this Agreement or any other matter by displaying notices to you generally on the RefTek Web site. Either of us may change RefTek's respective address by written notice delivered to the other party. All notices delivered in writing hereunder must be sent by either overnight courier or certified mail, return receipt requested.

XI. AGREEMENT TO BE BOUND

XII. GENERAL

(a) Entire Agreement. This Agreement comprises the entire agreement among you and RefTek and supersedes any prior agreements pertaining to the subject matter contained herein.

(b) Effect of Waiver. The failure of RefTek to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.

(c) Governing Law and Jurisdiction. This Agreement shall be governed by and interpreted in accordance with the domestic laws of the United States and the State of California applicable to contracts made and performed in California, without regard to conflict of law principles. Any action related to, to enforce, construe, or interpret this Agreement shall be commenced in and adjudicated by the United States District Court for the Central District of California, Western Division, which shall be the exclusive venue for such action, unless such dispute does not fall within the jurisdiction of the United States federal courts, in which case the exclusive venue for such action shall be the Superior Court of California, County of Los Angeles.

(d) Statute of Limitation. 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 this Agreement must be filed by you within one (1) year after such claim or cause of action arose or be forever barred.

(e) Heading. The section headings and titles in this Agreement are for convenience only and have no legal or contractual effect.

(f) Confidentiality. You shall not reveal to third parties any of the information herein, including, but not limited to, rate schedules and the terms of this Agreement or Separate Agreement, as this information is deemed confidential.

(g) Force Majeure. Neither party will be deemed in default hereunder, nor will it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, or boycott, provided that the party relying upon this section (i) will give the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof and (ii) will take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this paragraph extends for a period in excess of thirty (30) days in the aggregate, RefTek may immediately terminate this Agreement.