Effective Date: September 22, 2009

Service Commitment

Zerofootprint Software Inc. uses commercially reasonable efforts to make the VELO™ software service available with an Annual Uptime Percentage (defined below) of at least 99% during the Service Year.

Definitions

• “Service Year” is the preceding 365 days from the date of an SLA claim.
• “Annual Uptime Percentage” is calculated by subtracting from 100% the percentage of 5 minute periods during the Service Year in which VELO™ was in the state of “Unavailable.” If you have been using Velo for less than 365 days, your Service Year is still the preceding 365 days but any days prior to your use of the service will be deemed to have had 100% Availability.
• “Unavailable” and “Unavailability” means that the Availability of VELO™ is “Unavailable” externally of our hosting facility.
• “Unavailable” means that VELO™ has no external connectivity during a five minute period and you are unable to access VELO™.

VELO™ SLA Exclusions

The Service Commitment does not apply to any unavailability, suspension or termination of VELO™, or any other VELO™ performance issues: (i) that result from Service Suspensions; (ii) are caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of VELO™; (iii) that result from any actions or inactions of you or any third party; (iv) that result from your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); (v) arising from our suspension and termination of your right to use VELO™ in accordance with the VELO™ Agreement.; or (vi) arising from planed maintenance to VELO™ and supporting services.

Maintenance Notifications

Customers will be provided notification of maintenance and possible downtime within a reasonable amount of time prior to said maintenance.

Limits of Liability

In no event will Zerofootprint be liable for any special or consequential damages, loss of profits, anticipated revenue, savings or goodwill, or other economic loss even if advised of the possibility thereof.  Customer agrees that it is accepting the Software on an “as is” basis and Zerofootprint gives no warranties of any kind whatsoever.  The Customer agrees by signing this Agreement that Zerofootprint’s liability, under any theory of law or equity, is limited to direct damages, not to exceed the amount paid by the Customer to Zerofootprint in respect of the Software during the 12 month period immediately preceding the event which gives rise to the customer’s claim.  However Zerofootprint’s liability for death or personal injury caused by its negligence is not to be limited and its liability in respect of any claim to the extent arising out of an act of willful misconduct, fraud, gross negligence or recklessness of Zerofootprint is not to be excluded or limited.