User Agreement:

Averiware On-Demand Application and Hosting Agreement

BY CLICKING THE "I ACCEPT" BUTTON DURING THE ORDERING PROCESS. YOU ARE AGREEING TO THE TERMS AND CONDITIONS HEREIN GOVERNING THE USE OF AVERIWARE'S ONLINE HOSTING SERVICE. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF YOUR COMPANY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND YOUR COMPANY TO THIS AGREEMENT. AND THE TERM "COMPANY" SHALL REFER TO YOUR COMPANY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST CHOOSE THE "I DECLINE" BUTTON AND YOU SHALL NOT USE THE SERVICE.

1. Definitions:

2. License Grant:

Subject to the terms and conditions of this Agreement, Averiware hereby grants Company a non-exclusive, non-transferable, right to use the Service and Averiware Technology for the term of this Agreement, solely for Company's own internal business purposes. All rights not expressly granted to Company are reserved by Averiware and its licensors.

3. Intellectual Property Ownership:

Averiware and its licensors own all right, title and interest to the Averiware Intellectual Property, the Averiware Technology, the Service and any modifications, ideas or recommendations provided by Company. This Agreement does not convey or transfer any ownership rights in the Service Averiware Technology or Averiware Intellectual Property. The Averiware name, logo, and trade names are trademarks of Averiware and no right is granted to use them except as granted herein.

4. Company's Responsibilities and Data:

4.1 User Accounts: Company shall designate a License Administrator and notify Averiware of the identity and contact information for said License Administrator. The License Administrator may add Users to the Service by placing an order with Averiware. Company is responsible for all activity occurring under Company's User's accounts. Company shall notify Averiware immediately of any unauthorized use of any password, account, copying or distribution of the Averiware Technology. User accounts cannot be shared or used by more than one individual User but may be reassigned to new Users replacing former Users.

4.2 Company's Data:Averiware does not own any of Company's Data Company is solely responsible for the accuracy, integrity, and legality of Company's Data. Averiware shall not be responsible or liable for the deletion, corruption, correction, destruction, damage, loss or failure to any of Company's Data. Company shall not knowingly send or store spam, unlawful, infringing, obscene, or libelous material, or viruses. worms. Trojan horses and other harmful code.

4.3 Export Control Responsibilities: Company shall abide by all applicable laws and regulations regarding its use of the Service and Averiware Technology. Company agrees to comply strictly with all applicable export laws and assume sole responsibility for obtaining any applicable export licenses. Averiware and its licensors make no representation that the Service is appropriate or available for use in any location.

5. Terms of Fees:

5.1  AveriwareLite is offered to the following organizations to you for Free :

• Any organization can have a 4 user on their organization
• Non profit organization can have up to 75 users
• Start up organization, any business can use up to 75 user if they sign up with in 6 months of starting their business. After twelve months of use they will have to sign up for Averiware's paid version or reduce the number of user to 4. The start date must be based on initial business license, application of DBA, or relevant incorporation documents.

5.2  All uses will be required to complete an online form. This form will have approximately 15 - 20 questions to gather information about future purchasing needs of the user. These questions may also request user feed back on AveriwareLite such as user satisfaction, areas of improvements, wish list and other question related to future enhancements.

5.3  All uses must complete a minimum of one survey each month. If a survey is not completed 30 days form the day the survey is sent our there will be a weekly reminder sent out. After 60 day a notice of our intent to make the company inactive will be sent out to the primary contact in the organization, with a final date to resolve the compliance and a date in which the company will become in active.

5.4  If an organization. does not show any activity fro a period of 45 days a notice of our intent to make the company inactive will be sent out to the primary contact in the organization, with a final date to resolve the compliance issue and a date in which the company will become in active.

5.5  Information received form the user will be gathered for the purpose of showing relevant advertisements and offer to the user while they are using AveriwareLite.

6. Payment Terms:

6.1  Fees: Company shall pay all fees associated with providing the Service.

If your company requires help in the following area the following fees apply:

Email support - $10 per incident.

Phone support -$55 per hour

Remote training is $55 per hour

Additional storage is billed at $25 per month for 100 MB.

These fee must be paid via credit card or 10 day from receipt of the invoices.

7. Restrictions:

Company shall not. directly or indirectly (i) sublicense, resell, rent, lease distribute, or otherwise transfer rights or usage to the Service or Averiware Technology for any purpose including timesharing or service bureau purposes, (ii) create Internet links to the Service, (iii) "frame" or "mirror" any Averiware Technology on any other device: or (iv) reverse engineer the Averiware Technology or access the Service or copy any ideas, features, functions or graphics of the Service for any purpose other than what is contemplated in this Agreement.

8. Term and Termination:

8.1 Term: This Agreement shall be effective as of the Effective Date. The Initial Term will be for the period of time Company elects during the online subscription process and shall commence on the date Company pays for the Service Upon the expiration of the Initial Term this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at Averiware's then current fees. In case of Users who are authorized and added after the beginning of the Initial Term, the term of their usage of the Service shall be coterminous with the preexisting term. Company may request Company's Data upon termination or expiration of this Agreement and Averiware will make available to Company Company's Data within 30 days Company agrees that Averiware
has no obligation to retain Company's Data, and may delete Company's Data, more than 30 days after termination, Averiware shall have no obligation to maintain or forward any of Company's Data if Averiware terminates this Agreement for cause.

8.2 Termination: Company may terminate this Agreement or reduce its number of Users at the end of a term by notifying Averiware in writing at least ten (10) business days prior to the end of a term. Averiware may terminate this Agreement without cause or reduce the number of Users at any time by notifying Company in writing at least thirty (30) days prior to such termination Averiware may terminate Company's use of the Service if. in Averiware's sole discretion. Company breaches or otherwise fails to comply with this Agreement Company agrees that Averiware has no obligation to retain Company's Data, and may delete Company's Data, if Company has breached this Agreement and such breach is not cured within 30 days of notice of such breach Company's obligation to make a payment of any outstanding, unpaid fees shall survive termination of this Agreement.

9. Representations & Warranties:

Averiware will provide the Service in a manner consistent with general industry standards and the Service will perform substantially in accordance with any documentation provided by Averiware. If any portion of the Averiware Technology is held to infringe any third party intellectual property rights, then Averiware will, at its expense and option: (i) obtain the right for Company to continue to use the Service: (ii) modify the software so that it is non-infringing: or (iii) replace the infringing component with a non-infringing component.

10. Disclaimer of Warranties:

THE SERVICE AND THE AVERIWARE TECHNOLOGY IS PROVIDED TO COMPANY 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 LAWS. AVERIWARE AND ITS LICENSORS DO 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 OR SOFTWARE. (B) THE SERVICE OR AVERIWARE TECHNOLOGY WILL MEET COMPANY'S REQUIREMENTS OR EXPECTATIONS (C) ERRORS OR DEFECTS WILL BE CORRECTED, OR (D) THE SERVICE OR AVERIWARE TECHNOLOGY ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. AVERIWARE'S SERVICES MAY BE SUBJECT TO LIMITATIONS OR ISSUES INHERENT IN THE USE OF THE INTERNET AND AVERIWARE IS NOT RESPONSIBLE FOR ANY PROBLEMS OR OTHER DAMAGE RESULTING FROM SUCH LIMITATIONS OR ISSUES.

11. Limitation of Liability:

Neither party shall be in breach of this Agreement due to failure of performance that arises out of causes beyond its reasonable control To the maximum extent permitted by applicable law. IN NO EVENT WILL AVERIWARE BE LIABLE TO COMPANY OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN TORT OR IN CONTRACT. INCLUDING LOST PROFITS. LOST SAVINGS OR. OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING UNDER THIS AGREEMENT OR AVERIWARE'S PERFORMANCE INCLUDING WITHOUT LIMITATION (A) THE AVERIWARE TECHNOLOGY OR THE SERVICES. (B) ANY INTERRUPTION OF USE OF THE AVERIWARE TECHNOLOGY OR THE SERVICE OR (C) FOR LOSS. INACCURACY OR CORRUPTION OF COMPANY DATA. EVEN IF AVERIWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL AVERIWARE'S LIABILITY HEREUNDER EXCEED THE AMOUNT THAT COMPANY PAID TO AVERIWARE UNDER THIS AGREEMENT DURING THE PREVIOUS TWELVE MONTHS.

12. General:

12.1 Assignment. Company may not assign this Agreement or any rights or obligations herein.

12.2 Modifications. No modifications are to be made to this Agreement unless evidenced by a writing signed by both parties No text or information set forth in any of Company's purchase orders shall add to or vary this Agreement.

12.3 Severability. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.

12.4 Choice of Law. This Agreement shall be governed by the laws of the State of California without regards to its conflicts of law provisions. Any legal action or proceeding relating to this Agreement shall be instituted in a state or federal court in San Bernardino County, California, and each party hereby submits to the personal jurisdiction of such courts.

12.5 Complete Understanding. This Agreement constitutes the complete understanding of the parties, and supersedes all prior or contemporaneous agreements, negotiations proposals, and understandings between the parties.

12.6 Notice. Notices regarding this Agreement shall be in writing and addressed to Company at the address Company provides, or in the case of Averiware, when addressed to Averiware, Inc., Attn. Legal Counsel, 1800 S. Milliken Ave, Ontario, CA 91761 USA. Notices regarding the Service in general may be given by electronic mail to Company's e-mail address info@averiware.com on record with Averiware and such notice shall be deemed to have been delivered 12 hours after sending.