1. Access. Company will provide Client with 24x7x365 access to the hosting services as set forth in the accompanying Hosting Services Sales Order (the Services). Company and Client will cooperate to the greatest extent possible to resolve any problems with access or the Services. Company will use reasonable efforts to correct any problems with access or the Services in a timely manner consistent with the severity of the problem, and in accordance with Company's then-current Service Level Agreement.

2. Client Obligations. Client will secure communication services, including but not limited to, bandwidth, etc., and equipment from their authorized communications provider. The Company uses internet access only as a means of connecting with the Client. Unless specified by the Client, there are no specialized or direct requirements for VPN's or PTP's. Therefore, the Client should rely on the expert opinion of their authorized communication provider for leadership pertaining to internet connectivity, pertaining to an internet connection. Company is not responsible for interruptions, failures, errors, defects, downtime, performance, lost productivity, or other related communications services caused by these providers communication infrastructure or selected providers, contractors, partners or Client-selected provider. Client represents and warrants to Company that Client has secured and will keep in effect throughout the Term of this Agreement all necessary licenses to the Products, and will notify Company immediately should any such license no longer be in effect or in good standing. 

3. Unauthorized Use. Client will not access unauthorized areas of Company's systems and Client will not engage in any hacking, reverse engineering, security breaches or other activity on Company's systems. In the event Company detects intentional unauthorized use by Client, at Companies discretion, Company can with notice, terminate this agreement in its entirety and collect all fees due to fulfill the term of this agreement. In the event Client accesses unauthorized areas of Company's system accidentally, Client will immediately cease from such access, plus send an email to mailto:helpdesk@goiwx.com indicating the unauthorized use, stating that it was accidental.

4. Fees. Client will pay the fees as set forth on the Hosting Services Sales Order. Client will be invoiced on the first day of the service month and is expected to submit payment to be received no later than the last day of the service month. Clients first billing will be prorated based on start up, with all future billings on the 1st day of the service month. If any Client billings exceeds 5 days past due the previous service month, Company will send Client notice requesting payment for the past due amount. If Client billing exceeds 10 days past due the previous service month, Company reserves the right to temporarily discontinue service until outstanding payment is received and posted against Clients account. Starting on the 6th day, late fees will be assessed at the rate of 1.5% or $100.00 per month whichever is greater. A reconnection fee of $150.00 will be charged to the Client. If Client has a dispute with the monthly fee, Client must report a dispute to the Company within 10 days after the end of the service month in which the service occurred. Credit for disputes will be applied against the monthly fee for the next service month.

5. Service Credits. Company's Service Availability is as defined in the accompanying Hosting Services Sales Order and based upon a full calendar year. Web-based access to bandwidth utilization and uptime data is available upon request.

a. Accounting for Outages: An instance in which Customer is unable to access use of the service for more than five minutes is considered an Outage. Customer may submit a request to Company's helpdesk at helpdesk@goiwx.com for a credit if the reliability standard in a calendar month is not met due to one or more Outages. Within 30 days of the receipt of Customers request, and after verification of the Outage, and it is determine Client is due credit, Company will issue a Service credit to be applied solely against future invoices. The amount of Service Credit for a Service Month will be the lesser of (a) 50% of the month's charges or (b) the month's charges times the total number of Outage hours divided by the number of hours in the Service Month. Client waives any claim for Service Credits for Outages if it fails to submit a request within 15 days from the end of the Service Month in which the Outage occurred. Company's failure to maintain its Service Availability due to unplanned Outages is a material breach only If Services are unavailable to Client for a continuous period of five (5) days, or for a cumulative period of 120 hours over a period of thirty (30) days. Client may at its election terminate this Agreement upon written notice to Company for an aggregate period of 240 hours over the life of this agreement.

b. Exempt Events: The following events are not Outages:
(1) Access or use problems caused by Company's provision of scheduled or emergency maintenance activities (Company will make every reasonable effort to schedule maintenance to minimize the impact on Client); or

(2) Access or use problems related to the failure of the Client's computer hardware or software; or

(3) Access or use problems associated with Client's failure to use the services within the operational directions, specifications, and limitations established by Company, related Hosting Services Sales Order, and Company's Acceptable Use Policy; or

(4) Access or use problems that are attributable to events beyond Company's control, including, without limitation, Client's failure to furnish necessary information, delays caused by customers or third parties, sabotage, natural disasters, acts of government, failure or substitutions of equipment, lawsuits, accidents, shortages of labor, fuel, raw materials or equipment, extended power failure, fire, flood, acts of God, labor disputes, riots, or acts of war; or

(5) Access or use problems that are attributable to local, regional or national carriers that provide transport or bandwidth services to Company or to Client; or

(6) Access or use problems caused by software, patches, updates, upgrades to either the operating systems, sub systems, applications, database software that were attributable to a recommendation of the developer, Client or a person or company acting on the behalf to the Client; or

(7) Access or use problems caused by Client's users, representatives or employees.

6. Confidentiality. All confidential information belonging to one party and disclosed to the other party shall remain solely the property of the disclosing party, and its confidentiality shall be maintained and protected by the recipient with the same effort used to protect its own confidential information, which degree of effort shall in any event be non-negligent. The parties agree further not to use each other's confidential information for any other purpose than as contemplated by this Agreement. Company will not claim any ownership in or rights to data, data integrity or content originated by Client.

7. Configurations. All Company confidential information pertaining to the creation, architecture, engineering, development, on-going maintenance, updates, upgrades and improvements of the Clients designated environment, which consists of hardware, software and network configurations, are solely the information of the Company, and referred to as The Secret Sauce. The Company has no obligation whatsoever to share The Secret Sauce with the Client. At no time can the Client make claim to The Secret Sauce, and Company is under no obligation to ever disclose The Secret Sauce to the Client.

8. Access between Desktops. The Company will be providing in some situations a Company Desktop as a means of which the Client has access to applications. At no time ever will the Client have the ability to drag and drop or cut and copy information from the Company supplied desktop to the Clients desktop. This is considered by the Company to be a possible threat to the security of the Clients confidential and non-confidential data. The Company will provide a means in which to transfer files with the ability to timestamp the username, date and time of each and every file transfer.

9. Term. This Agreement is effective as of the date that the Company provides Client with the initial log in credentials, and continues in effect for 12 months. Unless either party provides notice of termination 60 days prior to the end of the then-current term, the Agreement will automatically renew for an additional 12 month term, subject to any applicable price range increases.

10. Termination for Cause. Either party may elect to terminate this Agreement in the event that a breach by the other party, effective upon 30 days after written notice of the breach is provided to the other party, unless the breach is cured within the 30-day notice period. Company may terminate this agreement or suspend Client's access at any time for cause including: (1) failure of Client to pay according to payment terms; or (2) insolvency, bankruptcy, assignment for the benefit of creditors, appointment of a trustee or receiver, or similar events with respect to the Client; or (3) governmental prohibition or required alteration of the services to be provided or any violation of an applicable law, rule or regulation.

11. Termination for Convenience. Client can terminate for convenience, provided that:

(1) During the first 12 month term the Client provides a 180 day prior written notice; or

(2) Every subsequent term after the initial term the Client provides a 90 day prior written notice; and

(3) Client is current each month paying monthly hosting fees due as described in the Hosting Services Sales Order. During the 180 day or 90 day notice period, whichever is applicable, Client can request non-production or older versions of their data for local testing and setup. At the end of the notice period, provided all financial obligations have been met, all Client data will be transferred to a designated FTP site. Client will be responsible to transfer from the FTP site to their preferred destination.

12. Warranty Disclaimer. EXCEPT AS STATED IN THIS AGREEMENT, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES RESPECTING THE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES WITH RESPECT TO SUCH SERVICES WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED.

13. Limitation of Liability. COMPANY WILL NOT BE LIABLE FOR ANY FAILURE OR DELAY IN PERFORMANCE DUE IN WHOLE OR IN PART TO ANY CAUSE BEYOND COMPANY'S REASONABLE CONTROL. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR (A) ANY SPECIAL, INDIRECT, INCIDENT OR CONSEQUENTIAL DAMAGES, (B) ANY DAMAGES RESULTING FROM LOSS OF USE, DATA OR PROFITS OR (C) ANY CLAIM THAT AROSE MORE THAN ONE YEAR PRIOR TO INSTITUTION OF SUIT THEREON, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY.

14. Indemnification. Client will hold Company harmless from, and defend and indemnify Company against, any and all claims, losses, damages and expenses, including reasonable attorneys' fees, arising from a third party claim against Company to the extent that such third party claim is based on a breach of this Agreement by Client; and Company will hold Client harmless from, and defend and indemnify Client against, any and all claims, losses, damages and expenses, including reasonable attorneys' fees, arising from a third party claim against Client to the extent that such third party claim is based on a breach of this Agreement by Company.

15. Force Majeure. Neither Company nor Client will be deemed to be in default of any provision of this Agreement or for any failure in performance, resulting from acts or events beyond the reasonable control of Company or Client, as the case may be including, without limitation, acts of God, civil or military authority, civil disturbance, war, strikes, fires, other catastrophes, telecommunication outages, equipment malfunctions or other such major events beyond Company's or Client's reasonable control.

16. Governing Law and Dispute Resolution.  This Agreement is governed by and construed in all respects in accordance with the laws of the State of Minnesota, without regard to conflicts of laws principles. If a dispute arises out of or relates to this Agreement, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules before resorting to arbitration, litigation or some other dispute resolution procedure.  If the dispute is not resolved by mediation, the parties agree that the dispute will be submitted to binding arbitration in Minneapolis, Minnesota before one arbitrator, in accordance with the then prevailing commercial rules of the American Arbitration Association. 

17. General. Neither party may assign this Agreement or any of its respective rights or obligations under this Agreement unless approved in writing, prior to such assignment, by the other party, such approval to not be unreasonably withheld. The section headings in this Agreement are for convenient reference and are not a part of this Agreement. No waiver of any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver will be effective unless made in writing. This Agreement can be modified or amended only by written agreement signed by the parties. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the Term, the provision will be fully severable; this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. If an ambiguity or question of intent arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring either party by virtue of authorship of any of the provisions of this Agreement. This Agreement and the attached Addendums contain the complete agreement between the parties concerning the subject matter and supersedes all prior understandings, letters of intent, proposals or agreements, and all prior communications between the parties relating to the subject matter of this Agreement.

GP:2087445 v2

GOIWX, LLC
2700 Campus Drive
Minneapolis, Minnesota 55441