PLEASE READ THE AGREEMENT CAREFULLY BEFORE USING THE SERVICES. EACH TIME YOU ACCESS THE SERVICES, YOU AFFIRMATIVELY STATE THAT YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT.

THIS USER AGREEMENT (THIS "AGREEMENT") IS A LEGALLY BINDING AGREEMENT BETWEEN YOU, AN INDIVIDUAL OR AN OFFICIAL REPRESENTATIVE OF A CORPORATION, AS SUCH DULY AUTHORIZED TO ENGAGE YOUR ORGANIZATION TO THIS AGREEMENT ("YOU" OR "YOUR"), AND NETPLEXITY, INC., DOING BUSINESS AS IT SOLUTIONS NOW ("IT SOLUTIONS NOW"). THIS AGREEMENT SETS FORTH THE TERMS AND CONDITIONS FOR THE USE BY YOU OF IT SOLUTIONS NOW'S SERVICES INCLUDING MICROSOFT EXCHANGE, HOSTING, RELATED TOOLS, DOCUMENTATION AND OTHER APPLICATIONS (THE "SERVICES"). IT Solutions Now LICENSES THE SERVICES TO YOU UPON THE EXPRESS CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT.

IT Solutions Now and You are the only parties to this Agreement and are sometimes referred to singularly as a "Party" or collectively as the "Parties."

1. General. The Services, consisting of access to certain application software, content and/or other information owned or licensed by IT Solutions Now and/or its suppliers, licensors or other third parties (collectively, the "Contributors"), is provided by IT Solutions Now. IT Solutions Now agrees to provide the Services outlined in the IT Solutions Now Service Level Agreement (the "SLA"). The SLA is governed by and subject to the terms and conditions of this Agreement. You agree to strictly abide by all Customer Responsibilities contained in this Agreement, the Hosting Services Agreement (if executed by the Parties), the SLA, and the IT Solutions Now Privacy Statement. Further, You agree to keep Your authorized IT Solutions Now account ("Account") information confidential, including Your password, username and any other information related to the Services ("Account Information"), and to inform IT Solutions Now promptly upon the unintended and/or undesired disclosure of any portion of such Account Information.

You are not permitted to: (a) rent, lease, resell, or sublicense all or any part of the Services to any person or entity without the prior written consent of IT Solutions Now; or (b) remove any proprietary notices, labels, or marks on any component of the Services, whether in machine language or Source Code.

2. IT Solutions Now Materials. All materials, including but not limited to any computer software (in object code or source code form) and any copies thereof, application technology, data, related documentation or information developed or provided by IT Solutions Now or its suppliers under this Agreement, and any know-how, methodologies, equipment, or processes used by IT Solutions Now to provide the Services to You, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto (collectively "IT Solutions Now Materials") shall remain the sole and exclusive property of IT Solutions Now or its suppliers.

This Agreement confers upon You a non-exclusive, non-sublicensable license to use the IT Solutions Now Materials, including software in object code only, solely for the purposes contemplated under this Agreement. You shall not copy, reverse engineer, reverse assemble, decompile or otherwise derive source code from the IT Solutions Now Materials and not to aid, encourage, facilitate, or in any way assist others to benefit from such activities. You agree to execute any documents necessary to ensure and memorialize IT Solutions Now's sole right, title to and interest in the IT Solutions Now Materials. To the extent, if any, that ownership of the IT Solutions Now Materials does not automatically vest in IT Solutions Now by virtue of this Agreement or otherwise, You hereby transfer and assign to IT Solutions Now all rights, title and interest that You may have in and to the IT Solutions Now Materials.

You hereby acknowledge that certain licensed software products and documentation therefore ("Software Products") have been or may, in the future, be licensed for use by You or IT Solutions Now from certain third parties (each a "Licensor" and collectively, the "Licensors") under the terms of license agreements of various dates (each a "License Agreement" and collectively, the "License Agreements"). You agree that all applicable rights in the patents, copyrights, trademarks and trade secrets in such Software Products are, and will remain the Licensors. You's use of any such Software Products hereunder is subject to the terms and conditions of the applicable License Agreement for such Software Products, and IT Solutions Now makes no additional representations or warranties regarding such Software Products.

You hereby agree:

a. To use its best efforts to keep confidential the IT Solutions Now Materials and any Software Products licensed under the License Agreements, and to abide by and comply with the nondisclosure and confidentiality provisions of this Section both with respect to the IT Solutions Now Materials and also with respect to Software Products covered by the License Agreements;
b. Not to modify, reverse engineer or reproduce for sale or use, in whole or in part, the IT Solutions Now Materials or any of the certain Software Products licensed under the License Agreements, or otherwise violate or contravene the License Agreements; and
c. Not to use such licensed Software Products or the IT Solutions Now Materials, except as contemplated by this Agreement.

3. Payment. You are responsible for paying all fees and charges associated with Your use of the Services (the "Service Fee") as such fees become due. Unless otherwise stated in the Hosting Services Agreement, You agree to be billed monthly via your credit card for all recurring and one-time charges, including but not limited to late and termination charges. Further, You agree to be responsible for and pay for all applicable taxes associated with Your use of the Services. Except as otherwise provided in this Agreement, all fees and charges are non-refundable.

4. Term. Unless otherwise stated in the Hosting Services Agreement, the initial term of this Agreement is one month and is equal to the "Minimum Term." Unless terminated pursuant to Article 6 below, this Agreement shall renew automatically for periods equal to the initial term.

5. Termination. ALL CUSTOMER DATA AND ACCOUNT SETTINGS INCLUDING, BUT NOT LIMITED TO, CONTENT IN PUBLIC AND PRIVATE INFORMATION STORES WILL BE IRREVOCABLY DELETED UPON ACCOUNT TERMINATION.

a. Termination without Cause. You may terminate this Agreement at any time providing that the Minimum Term has elapsed by following the termination procedure located at itsolutionsnow.com. No service termination can be processed by phone.

b. Termination for Cause. Notwithstanding the foregoing, IT Solutions Now may immediately terminate this Agreement and Your Account upon (a) Your breach of any provision of this Agreement, the Hosting Services Agreement (if executed by the Parties), the SLA, or the IT Solutions Now Privacy Statement (b) any action by you that IT Solutions Now determines, in its sole judgment, to interfere with the operation or use of the Services or (c) failure to maintain current contact information for your account in the IT Solutions Now administration portal (cp.itsolutionsnow.com). In the event of immediate termination for cause, IT Solutions Now shall be entitled to the entire Service Fee for the month in which such termination occurred and You shall not be entitled to any refund or credit thereof.

6. Equipment - Operation. You are solely responsible for acquiring and maintaining all computer hardware and software, telephone, and other equipment, and all communications and other services needed for access to and use of the Services.

7. Security and Data Storage. IT Solutions Now has security measures in place to protect Your information and agrees to use commercially reasonable efforts to protect Your data. You shall not permit or allow other persons to have access to or to use Your Account Information other than Your employees, consultants or agents who have been notified of the restrictions set forth in this Agreement. You agree to maintain the confidentiality of all of Your Account Information and agree to be primarily responsible for all activity pursuant to Your Account.

8. IT SOLUTIONS NOW WARRANTIES. YOU AGREE TO USE THE SERVICES AND ANY INFORMATION OBTAINED THROUGH USE OF THE SERVICES, AT YOUR OWN RISK. YOU ACKNOWLEDGE AND UNDERSTAND THAT NEITHER IT SOLUTIONS NOW, NOR ANY OF ITS EMPLOYEES, OFFICERS, REPRESENTATIVES, AGENTS OR THE LIKE, WARRANT THAT THE SERVICES OFFERED OR PROVIDED HEREUNDER WILL BE UNINTERRUPTED OR ERROR FREE, NOR DO THEY MAKE ANY WARRANTY OR REPRESENTATION AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICES, UNLESS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT. IT SOLUTIONS NOW SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR OTHER CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IT SOLUTIONS NOW SHALL NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES THAT RESULT OR HAVE ALLEGED TO HAVE RESULTED FROM THE USE OF OR INABILITY TO USE THE SERVICES; OR ARISING FROM THE USE OF SOFTWARE OR DATA WHICH HAS BEEN MODIFIED BY ANYONE OTHER THAN IT SOLUTIONS NOW, ITS AGENTS, ASSIGNS OR SUBCONTRACTORS, OR THAT RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, LOSS OF DATA, ERRORS, DEFECTS, DELAYS IN OPERATIONS, OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO IT SOLUTIONS NOW'S RECORDS, PROGRAMS OR SERVICES. EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT.

YOU ALSO AGREE THAT IT SOLUTIONS NOW IS NOT RESPONSIBLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY THIRD PARTY OR ANY INFRINGEMENT OF ANOTHER'S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS.

9. LIMITATION OF LIABILITY. NEITHER PARTY'S LIABILITY IN THE AGGREGATE SHALL EXCEED THE TOTAL AMOUNTS PAID TO IT SOLUTIONS NOW HEREUNDER DURING THE THREE-MONTH PERIOD PRIOR TO THE TIME AT WHICH THE CLAIM AROSE, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE, EXCEPT THIS LIMITATION SHALL NOT APPLY TO CLAIMS BY IT SOLUTIONS NOW FOR BREACH OF CONTRACT DUE TO NON-PAYMENT. FOR PURPOSES OF THIS SECTION, "IT SOLUTIONS NOW" AND "YOU" SHALL INCLUDE EACH OF ITS EMPLOYEES, OFFICERS, AGENTS OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, DISTRIBUTING OR RESELLING THE SERVICES HEREUNDER.

FURTHERMORE, THE COMPANY EXPRESSLY LIMITS ITS DAMAGES FOR ANY DOWNTIME TO THE PENALTIES LISTED IN THE COMPANY'S SERVICE LEVEL AGREEMENT.

10. Indemnification. You agree to indemnify and hold harmless each and every Contributor, and their respective affiliates, officers, directors, employees, consultants, agents, licensees and licensors from any claim, demand, or damages, including reasonable attorneys' fees, asserted by any third party due to, arising out of, or in any way related to, the use of the Services under Your Account.

11. Equitable Relief. You acknowledge that, at the time this Agreement is entered, it would be impossible or inadequate to measure and calculate all of IT Solutions Now's damages for the breach of certain provisions of this Agreement and that it would require a court of competent jurisdiction to ascertain IT Solutions Now's damages. Accordingly, if You breach or threaten to breach any of Your obligations, other than payment when due, IT Solutions Now shall be entitled, without showing or proving any actual damage sustained, to a stipulated temporary restraining order, and shall thereafter be entitled to apply for a preliminary injunction, permanent injunction, and/or order compelling specific performance, to prevent the breach of Your obligations under this Agreement. Nothing in this Agreement shall be interpreted as prohibiting IT Solutions Now from pursuing or obtaining any other remedies as otherwise available to it for such actual or threatened breach, including recovery of damages.

12. Assignment. Either Party may assign this Agreement in whole or as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets, or to an affiliate (defined to mean any organization that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with such party). You may not otherwise assign Your rights or delegate Your duties under this Agreement either in whole or in part without the prior written consent of IT Solutions Now, and any attempted assignment or delegation without such consent will be void. This Agreement will bind and inure to the benefit of each Party's successors and permitted assigns. Neither a public offering of either Party's stock, nor the grant to a lender of a security interest towards any assets, rights or interests of either Party, shall be considered to be an assignment for the purposes of this Section. Any assignment in violation of the foregoing restriction will be null and void.

13. Force Majeure. Nonperformance of either Party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, Internet system unavailability, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing Party, including by way of illustration and not limitation, acts or omissions of You, or other nonperformance by IT Solutions Now's vendors and suppliers, strikes or labor disputes, riots, war, fire, acts of God or governmental regulations.

Notwithstanding the foregoing, You acknowledge that the operation and availability of the communications systems, including, without limitation, telephone service, computer networks and the Internet, used for accessing and interacting with the Services can be unpredictable and may, from time to time, interfere with or prevent access to or operation of the Services. You acknowledge that IT Solutions Now is not responsible for any such interference with or prevention of Your use of or access to the Services.

14. Notice. Unless otherwise stated in the Hosting Services Agreement, any notice required by this Agreement or given in connection with it, shall be posted on the Company's website (www.itsolutionsnow.com) or e-mailed to Your administrator(s) and shall be effective ten (10) business days after it is sent via e-mail or posted on Company website.

15. Survival. The respective obligations of each Party, which by their nature would continue beyond the termination or expiration of this Agreement, including without limitation, the obligations regarding payment, confidentiality, proprietary rights, and limitation of liability shall survive termination or expiration.

16. Governing Law/Jurisdiction. This Agreement shall be governed by and construed under the laws of the Commonwealth of Virginia, without reference to principles of conflict of laws, and any action brought by the Parties to enforce or interpret any provision of this Agreement shall be brought exclusively in an appropriate state court or federal court in the Commonwealth of Virginia. The Parties hereby consent to such jurisdiction and waive any objection to such venue.

17. Relationship of the Parties - Independent Contractor. It is expressly understood and agreed that each Party is acting as an independent contractor and is not an agent, partner, or joint venture with the other Party for any purpose. The Parties have no authority to assume or create any obligation for or on behalf of the other Party, express or implied, with respect to this Agreement or otherwise.

18. Modifications. IT Solutions Now reserves the right to modify this Agreement or policies regarding the use of the Services at any time and to notify You of such modification by posting a notice of such modification to the Site at least ten (10) days prior to such modification taking effect, and by posting the modified Agreement to the Site. You are responsible for periodically reviewing this Agreement.

Additionally, IT Solutions Now reserves the right at any time and for any reason to modify or discontinue any aspect or feature of the Services, including, but not limited to, the Services' content, functionality, or the equipment to access or use the Services.

19. Entire Agreement. This Agreement, the Hosting Services Agreement (if executed by the Parties), the SLA, and the IT Solutions Now Privacy Statement set forth the entire agreement and understanding of the Parties relating to the subject matter herein. Failure by IT Solutions Now to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Headings used in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Agreement.

YOU HEREBY RECOGNIZE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY THE AGREEMENT'S TERMS AND CONDITIONS.