THESE TERMS AND CONDITIONS SET OUT THE AGREEMENT (THE “AGREEMENT”) BETWEEN SERVICEPORTAL, INC. (“SERVICEPORTAL”) AND YOUR USE OF THE SERVICEPORTAL ON-DEMAND OPERATIONS MANAGEMENT SYSTEM (THE “SERVICE”). YOUR ACCESS TO AND USE OF THE SERVICE CONSTITUTES YOUR ACCEPTANCE AND AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS.

SERVICEPORTAL RESERVES THE RIGHT TO MODIFY THE TERMS OF THIS AGREEMENT, AND ANY MODIFICATION WILL BE EFFECTIVE UPON POSTING. PLEASE PERIODICALLY CHECK THE WEBSITE FOR CHANGES. YOUR CONTINUED USE OF SERVICEPORTAL SERVICES FOLLOWING THE POSTING OF ANY CHANGES TO THESE TERMS AND CONDITIONS WILL MEAN YOU ACCEPT THOSE CHANGES. BY AGREEING TO THESE TERMS AND CONDITIONS YOU ARE ALSO AGREEING TO SERVICEPORTAL’S PRIVACY POLICY.

QUESTIONS REGARDING THESE TERMS AND CONDITIONS SHOULD BE SENT TO SUPPORT@SERVICEPORTAL.COM.

1. Definitions in this agreement

“Service” means the online, Web-based application provided by ServicePortal, Inc. via http://www.serviceportal.com and/or other designated websites, including associated offline components (if any).

“Customer” means the entity or person entering into this agreement with ServicePortal, Inc. and using the ServicePortal Service.

“Client(s)” means Customer’s client or a party to whom Customer provides an Account or access to the Service.

“Users” means individuals who are authorized by Customer to use the Service, and who have been supplied user identifications and passwords by Customer (or by ServicePortal at Customer’s request). Users may include but are not limited to Clients, employees, consultants or contractors of Clients or Customer, and agents of Customer. Users may not include and Service may not be used by “bots” or by automated means acting as human, on behalf of a human or any other related technology.

“Order Form” means the ordering documents for Customer’s purchases that are executed hereunder by the parties from time to time. Order Forms shall be deemed incorporated herein.

“Customer Data” means all electronic data or information submitted by Customer, Clients or User to the Service.

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

2. Service.

2.1 Provision of Service. ServicePortal, Inc. shall make the Service available to Customer and its Clients, and Users pursuant to this Agreement and all Order Forms during a subscription term. Customer agrees that its purchase of subscriptions is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by ServicePortal with respect to future functionality or features.

3. Use of the Service.

3.1 Support. ServicePortal, Inc. shall provide necessary technical support to Customer for everyday normal use of the Service and in the event of catastrophic difficulties including but not limited to issues that prevent the intended use of the Service. Customers can reach technical support at support@serviceportal.com.

3.2 Customer Responsibilities. Customer is responsible for all activities that occur in Client accounts and for Customers, Client’s and Users’ compliance with this Agreement. Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify ServicePortal, Inc. promptly of any such unauthorized access or use; and (iii) comply with all applicable local, state, federal and foreign laws in using the Service. In addition, Customer shall have primary Client and User support responsibility and shall (1) establish, manage, maintain, Customer and Client accounts; (2) establish, manage and maintain User access to the Service, including supply user identifications and passwords to Users, and (3) provide basic User support services, including but not limited to, User training and support concerning basic navigation and use of the Service.

3.3 Use Guidelines. Customer shall use the Service solely for Customer and Clients internal business purposes as contemplated by this Agreement and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than to Clients and Users or as otherwise contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (iv) send or store Malicious Code; (v) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (vi) attempt to gain unauthorized access to the Service or its related systems or networks.

3.3 Competitors. Competitor’s of ServicePortal may not access the Services for competitive analysis or for the purpose of monitoring or bench marketing performance without the express written consent of ServicePortal

3.4. Unavailability of the Service. ServicePortal shall not be responsible or liable for any damages caused by any unavailability of the Service caused by circumstances beyond ServicePortal’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving ServicePortal employees), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within ServicePortal’s possession or reasonable control, and denial of service attacks.

4. Fees & Payment.

4.1 User Fees. Customer shall pay all fees specified in all Order Forms hereunder. Except as otherwise provided, all fees are quoted and payable in United States dollars.

4.2 Invoicing & Payment. Fees for the Service will be invoiced monthly in accordance with the relevant Order Form. Charges are due net fifteen (15) days from the invoice date. Customer is responsible for maintaining complete and accurate billing and contact information on the Service.

4.3 Overdue Payments. Any payment not received from Customer by the due date may accrue (except with respect to charges then under reasonable and good faith dispute), at ServicePortal’s sole discretion, late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

4.4 Suspension of Service. If Customer’s account is 30 days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, ServicePortal reserves the right to suspend the Service provided to Customer, Clients and Users, without liability to Customer, Clients or Users, until such amounts are paid in full.

4.5 Taxes. Unless otherwise stated, ServicePortal fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on ServicePortal’s net income or property. If ServicePortal has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides ServicePortal with a valid tax exemption certificate authorized by the appropriate taxing authority.

5. Proprietary Rights.

5.1 Reservation of Rights. ServicePortal reserves all right, title and interest in and to the Service, including all associated or related intellectual property rights. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Service. The ServicePortal name, logo, and product names associated with the Service are trademarks of ServicePortal and no right or license is granted to use them.

5.2 Restrictions. Customer shall not (i) modify, copy or create derivative works based on the Service; (ii) frame or mirror any content forming part of the Service, other than on Customer’s and Client’s own intranets or otherwise for its own internal business purposes; (iii) reverse engineer the Service; or (iv) access the Service in order to (A) build or license a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Service.

5.3 Customer Data. As between ServicePortal and Customer, Customer exclusively owns all rights, title and interest in and to all Customer Data. Customer Data is deemed Confidential Information under this Agreement. ServicePortal shall not access Customer’s or Client’s accounts, including Customer Data, except to respond to service or technical problems or at Customer’s request.

5.4 Suggestions. ServicePortal shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by Customer, Clients or its Users relating to the operation of the Service.

6. Confidentiality

6.1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Order Forms hereunder), the Customer Data, the Service, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information (except for Customer Data) shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

6.2 Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission.

6.3 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).

6.4 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

6.5 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.

7. Warranties and Disclaimers.

7.1 Warranties. Each party represents and warrants that it has the legal power to enter into this Agreement. ServicePortal represents and warrants that (i) it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) the Service shall perform materially in accordance with the User Guide; (iii) the functionality of the Service will not be materially decreased during a subscription term; (iv) the Service will not contain or transmit to Customer any Malicious Code (except for any Malicious Code contained in User-uploaded attachments or otherwise originating from Users); and (v) it owns or otherwise has sufficient rights in the Service to grant to Customer the rights to use the Service granted herein.

7.2 Disclaimer. SERVICEPORTAL HAS NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. SERVICEPORTAL DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SERVICEPORTAL INCORPORATED.

7.3 Internet Delays. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SERVICEPORTAL IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

8. Indemnification.

8.1 Indemnification. Customer agrees to indemnify and hold ServicePortal, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with any Customer Data used on or through the Service, use of the Service or the Site, conduct in connection with the Service or the Site or with any third parties, or any violation of this Agreement or of any law or the rights of any third party.

9. Limitation of Liability.

9.1 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.

9.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Term and Termination.

10.1 Term of Agreement. This Agreement is effective upon use of the Service and continues until use stops and all subscriptions documented in the Order Form and granted in accordance with this Agreement have expired or been terminated.

10.2 Term of User Subscriptions. User subscriptions commence on the start date specified in the relevant Order Form and continue for the subscription term specified therein. Unless otherwise noted on the Order Form, user subscriptions shall automatically renew for additional period of one (1) year at ServicePortal’s standard list price in effect at the time of renewal unless either party gives the other notice of nonrenewal at least 30 days prior to the end of the relevant subscription term.

10.3 Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days written notice of a material breach to the other party if such breach remains uncured at the expiration of such reasonable period provided in such written notice; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

10.4 Outstanding Fees. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to ServicePortal prior to the effective date of termination.

10.5 Return of Customer Data. In the event this Agreement is terminated (other than by reason of Customer breach), ServicePortal will make available to Customer a file of the Customer Data within thirty (30) days of termination if so requested at time of termination. After such 30-day period, ServicePortal shall have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control. ServicePortal reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including without limitation, non-payment. Upon termination for breach, Customer right to access or use Customer Data immediately ceases, and ServicePortal shall have no obligation to maintain or forward any Customer Data.

10.6 Surviving Provisions. The following provisions shall survive any termination or expiration of this Agreement: Sections 4 through 11.

11. General Provisions.

11.1 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

11.2 Publicity. Neither party may issue press releases relating to this Agreement without the other party’s prior written consent. Either party may include the name and logo of the other party in lists of customers or vendors in accordance with the other party’s standard guidelines.

11.3 No Third-Party Beneficiaries. There are no third party beneficiaries to this Agreement.

11.4 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the second business day after sending by email. Notices to ServicePortal shall be addressed to the attention of Operations Manageger at 3 Monroe Parkway, Suite P #316, Lake Oswego, Oregon 97035 or by Fax to (503) 296-2701. Notices to Customer shall be addressed to Customer’s signatory of this Agreement unless otherwise designated below.

11.5 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

11.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

11.7 Assignment. ServicePortal may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without prior written consent of Customer. Customer may not assign any of its rights or obligations hereunder, whether by operation or law or otherwise, without prior written consent of ServicePortal (not to be unreasonably withheld). Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

11.8 Governing Law. This Agreement shall be governed exclusively by the internal laws of the State of Oregon, without regard to its conflicts of laws rules.

11.9 Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

11.10 Dispute Resolution. A three-step process is agreed to resolve disputes. The parties will first attempt through earnest discussion to resolve their differences, including providing notice of the dispute and involving appropriate levels of management of both parties. Failing resolution, the parties will participate in mediation as administered by the American Arbitration Association. Failing resolution through mediation, any dispute will be settled by binding arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as then in effect, except as provided herein. Any arbitration or mediation will be held in a location in the continental United States selected by the party that is the non-complaining party in the arbitration. Arbitration will be before a single arbitrator active in a state bar with experience in software licensing in business. The award of the arbitrator will be final and binding, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction. The arbitrator will award only damages consistent with the damages limitations in this Agreement. No party, witness, or arbitrator may disclose the contents or results of any arbitration hereunder without the prior written consent of all parties, unless, and then only to the extent necessary, required to enforce or challenge the award, as required by law, or as necessary for financial and tax reports and audits. Notwithstanding this Section, either party may seek equitable relief from any court having jurisdiction to the extent necessary to prevent irreparable harm. In the event of any dispute or action to enforce this Agreement or on account of any breach or default under this Agreement, each party will bear its own attorneys’ fees and costs related thereto.

11.11 Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

11.12 Counterparts. This Agreement and associated signed Order Forms taken together shall form one legal instrument.