Perpetual Peace of Mind

iForem, Inc., (“iForem”) provides perpetual digital data storage services—in the form of Core Services (see Section 1) and Enhances Services (see Section 2). iForem also maintains a website at www.iforem.com (the “Site”) the use of which is governed by the terms posted on the Site. Read this Customer Services Agreement ("Agreement") carefully; it governs your access to and use of such services. iForem is willing to provide you with access to its services only on the condition that you accept all of the following terms and conditions. By clicking “I Agree,” you acknowledge that you have read and understand this Agreement and you agree to its terms and conditions.

CORE SERVICES
1. Perpetual Commitment to Provide Core Services:- Subject to your compliance with this Agreement, including but not limited to payment as set forth in Section 1.3, iForem will permanently provide you the following services: (i) perpetual access to storage (to a particular “Vault”) in which you can store and retrieve digital data (“Data”) in perpetuity; (ii) Trust-branded “DeepFreeze” services to prevent designated Data from ever being deleted or modified;(iii) Trust-branded “LockBox” services that enable multiple third parties to submit Data to you for secure, permanent storage; (iv) Trust-branded “DropBox” services that enable you to provide multiple authorized recipients with access to your secure, permanently-stored Data; and (v) Trust-branded “CovertOps” services that immediately forward your secure Data to predetermined recipients or immediately delete it on your the entry of a secret code (all of the foregoing, as further described on the Site, the “Core Services”).
2. Trust:- A trust has been formed to manage the Core Services (the “Trust”) and, upon payment of the One-Time Fee (as described below), you will become a service beneficiary of the Trust, meaning you will receive a fully-transferable storage certificate with terms and conditions substantially identical to those set forth in Exhibit A (the “Storage Certificate”) that documents and guarantees your right to receive the Core Services in perpetuity. Even if iForem ceases to exist, the Trust will be available in perpetuity to provide you with access to your Data. By entering into this Customer Services Agreement, you are accepting the terms and conditions of the Storage Certificate, which becomes effective in the case of an iForem Failure (as defined in Section 11.1).
3. Payment:- You agree to pay iForem a one-time, fully-paid-up, non-refundable (except as set forth in Section 9.2, below) payment for the Core Services (the “One-Time Fee”), as specified during the registration process based on the size you elect for your Vault (“Storage Allotment”) and the capacity you elect for your maximum sending and receiving of Data to and from your Vault each month (“Bandwidth Allotment”). Each time you decide, for any reason, to increase your Storage Allotment or Bandwidth Allotment, you agree to promptly pay an additional one-time, non-refundable fee (“Fees For Increased Services”), the amount of which will be based on the amount of increase you order, which increase will be permanent. The current pricing for various sized Vaults and bandwidth levels is provided on the Site at www.iforem.com and is subject to change from time to time without notice.
4. Payment for Allocation, Not Use:- Your initial One-Time Fee and any Fees For Increased Services apply to storage capacity and user access at any given time and monthly bandwidth, each as allocated to you without regard to your actual usage. Using less storage or fewer Authorized Users (as defined in Section 4.2) over any duration than the capacity you paid for will not increase your available capacity going forward. Using less than your allocated bandwidth in a given calendar month will not increase your available bandwidth in following months.
5. Exceeding Your Storage or Bandwidth Allotment:- In the event you exceed the Storage Allotment for which you have paid, iForem will retain the Data that is in excess of your Storage Allotment (“Excess Data”) for a period of fourteen (14) days after such Excess Data was deposited (the “Retention Period”). iForem will provide e-mail notice to you that you have exceeded your Storage Allotment, and your Excess Data will be deleted (on a last deposited, first out basis) at the end of the Retention Period if you have not reduced your Data to within your Storage Allotment or paid the applicable Fees For Increased Services to permanently increase your Storage Allotment. In the event you exceed your Bandwidth Allotment in any given month, iForem will provide e-mail notice to you and you will not be able to access your Vault until the earlier of the beginning of the following month or your payment of the applicable Fees for Increased Services.
6. Term:- The Core Services will be provided in perpetuity unless this Agreement is terminated in accordance with any of Sections 1.2 (you elect to terminate for convenience), 11.3 (you elect to terminate for iForem breach), or 11.4 (iForem terminates for your material breach).
7. Insurance:- iForem recommends insuring any valuable Data that you store in your Vault. Please review the Site at www.iforem.com/insurance/ to determine if iForem offers an insurance policy appropriate for you.
ENHANCED SERVICES
1. Each Enhanced Service under its Own Agreement:- iForem offers services related to perpetual storage (the “Enhanced Services”) that involve subscription or other fees. Please check the Site for descriptions of the Enhanced Services. If you elect to receive any Enhanced Services, your subscription to such Enhanced Services will be subject to additional terms to be provided during the registration process for such services (an “Enhanced Services Agreement”). All Enhanced Services Agreements will automatically be incorporated into and become exhibits to this Agreement. Where the terms of an Enhanced Services Agreement exhibit that address a particular Enhanced Service directly conflict with the terms of the main body of this Agreement, the terms of the Enhanced Services exhibit will govern for the purposes of such Enhanced Service. For terms that do not directly conflict, the terms of the main body of this Agreement will govern.
2. Terms Applicable to Each Enhanced Service. For each Enhanced Service to which you subscribe::-
  1. you will pay the amounts set forth in the Enhanced Services Agreement; and
  2. you will have the right to terminate the Enhanced Service for convenience on sixty (60) days written notice.
3. Modifications to or Discontinuation of Enhanced Services:- . iForem reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, all or part of any Enhanced Service, upon notice to users of such service. You agree that iForem will not be liable to you or to any third party for any modification, suspension or discontinuance of any Enhanced Service. This provision does not apply to the Core Services, which can be discontinued only in accordance with Section 11.
3. PAYMENT TERMS
You will pay iForem any fees due under this Agreement within thirty (30) days of the earlier of the date of invoice (if any) or the date on which the fee became payable. Interest will accrue on any overdue amounts owed by you at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. You will pay all sales, use and other taxes imposed by any applicable laws and regulations as a result of the payments under this Agreement, other than taxes based upon iForem's net income.
IFOREM'S PROPRIETARY RIGHTS
1. Technology:- You acknowledge that iForem provides the Core Services and Enhanced Services only. It is your responsibility and that of your Authorized Users (as defined in Section 4.2) to supply your own hardware, software and connectivity to the internet as necessary to connect to and use the Core Services and Enhanced Services. You agree to use software, including but not limited to browser software, that supports a data security protocol compatible with the protocol used by iForem. You acknowledge that iForem is not responsible for any compromise of data transmitted across computer networks or telecommunications facilities, including but not limited to the Internet.
2. Access, Passwords, and Security:- You will hold your user name and password in strict confidence. You will have the right and ability to authorize a number of individual users to access your Vault and certain iForem services at iForem’s sole discretion (each user you have authorized, including but not limited to yourself, an “Authorized User”) and to specify their levels of access. You will have the right to send electronic communications to invite Authorized Users to access your Vault and to assign access levels to such Authorized Users. Each Authorized User must register as an Authorized User by selecting a unique user name and password and agreeing to comply with iForem’s end user license agreement. You are responsible for managing your own Vault and Data. You agree to notify iForem immediately if you become aware of any loss or theft or unauthorized use of any of your or other Authorized User’s user names or password. You are responsible for safeguarding and maintaining the confidentiality of your password and other account information, and you agree not to disclose your password to any third party. You will take sole responsibility for any activities or actions under your or your Authorized Users’ passwords, whether or not you have authorized such activities or actions.
YOUR ACCOUNT
1. Registration:- You create an account by registering at the Site. You agree to: (a) accurately provide all information requested during the registration process including but not limited to an active email address, user name and password (the "Registration Data"); and (b) maintain and promptly update the Registration Data to keep it accurate and current. If you provide any information that is untrue, inaccurate, not current or incomplete, or iForem has reasonable grounds to believe that such information is untrue, inaccurate, not current or incomplete, iForem has the right to suspend or terminate your account in accordance with Section 11.4 and refuse any or all current or future use of the Core Services or Enhanced Service (or any portion thereof).
2. General Prohibitions:- You agree not to do any of the following, and iForem reserves the right (but will not have the obligation) to monitor your and your Authorized Users’ usage and Data (and to delete any such data) to enforce these prohibitions:
  1. Place in your Vault, submit, make available, publish, link to, or transmit any information or communication, that: (i) is false or misleading; (ii) is defamatory; (iii) invades another’s privacy; (iv) is obscene, pornographic, or offensive; (v) promotes bigotry, racism, hatred, or harm against any individual or group; (vi) infringes another’s rights, including but not limited to any intellectual property rights; or (vii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
  2. Allow more than one individual to access your Vault using the same user name and password.
  3. Access, tamper with, or use non-public areas of iForem’s services, iForem’s computer systems, or the technical delivery systems of iForem’s providers;
  4. Attempt to probe, scan, or test the vulnerability of any iForem (or its providers’) system or network or breach any iForem security or authentication measures;
  5. Attempt to access (except as explicitly authorized herein) or search the Core Services, Enhanced Services, or Data with any engine, software, tool, agent, device, or mechanism other than the software and search agents provided by iForem or other generally available third party web browsers (such as Microsoft Internet Explorer, Apple Safari, or Firefox);
  6. Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Core Services or Enhanced Services;
  7. Interfere with, or attempt to interfere with, the access of any user, host, or network, including but not limited to sending a virus, worm, or Trojan Horse, overloading, flooding, spamming, or mail-bombing the Core Services or Enhanced Services;
  8. Impersonate or misrepresent your affiliation with any person or entity; or
  9. Launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Core Services or Enhanced Services, Core Services, or Enhanced Services in a manner that sends more request messages to the iForem servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser.
3. Communications Under Your Account:-For purposes of enforcement of the foregoing Section 5.2, the parties will treat each electronic communication, including but not limited to account registration and other account holder information, e-mail, and Data submitted to or through the Core Services or Enhanced Services through or under your or another Authorized User’s access number, password, or account number (each, an "Electronic Communication") as if you sent such communication. You hereby authorize iForem to treat any Electronic Communications it receives under your or any other Authorized User’s access number, password or account number as having been sent by you.
IFOREM'S PROPRIETARY RIGHTS

iForem’s Ownership; Your Limited License:- You acknowledge and agree that the Core Services and Enhanced Services, and any necessary software (including but not limited to User Software, as defined in Section 6.2, below) used in connection therewith, contain proprietary technology that is protected by intellectual property and other laws (collectively, the “Service’s Intellectual Property”). You acknowledge that, as between the parties, iForem owns all of the Service’s Intellectual Property. Subject to your and your Authorized Users’ compliance with the terms of this Agreement (including but not limited to your payment obligations), iForem grants you a non-exclusive right and license under the Service’s Intellectual Property to use the Core Services and Enhanced Services only to the extent necessary to submit, retrieve, and manage your Data and use other features as offered. Except for the foregoing license, you are not granted any right in or to the Service’s Intellectual Property.
User Software:- From time to time, iForem may make available to you, in its sole discretion, certain software related to the Core Services or Enhanced Services (the “User Software”). In the event iForem makes User Software available to you, and subject to your compliance with this Agreement (including but not limited to the restrictions in this Section 6.2), iForem hereby grants to you a non-exclusive right and license to install the User Software on your computer, make a backup copy, and use the User Software only to the extent necessary to submit, retrieve, and manage your Data and to use the Enhanced Services, Core Services, and other features as offered. You have no right to transfer, sublicense, or otherwise distribute the User Software to any third party, and, except as expressly authorized in this Agreement, you will not copy the User Software in whole or in part.

POLICIES & PROCEDURES
1. iForem respects the intellectual property and privacy rights of others. In efforts to respect such rights, iForem maintains policies and procedures that are not a part of this Agreement. If you believe that your work has been copied and is accessible on through iForem services in a way that constitutes copyright infringement, please review the http://www.iforem.com/copyright/ for instructions on how to contact us to report possible copyright infringement.
  The iForem privacy policy, as the same may be modified and amended by iForem from time to time (the “Privacy Policy”), is located at http://www.iforem.com/privacy/ and explains our information practices regarding your Registration Information and use of iForem services.
CONFIDENTIALITY & SECURITY
1. Confidentiality:- iForem will hold your Data in confidence and will not intentionally disclose it without your consent except to its vendors to provide the Core Services and Enhanced Services and will not intentionally use or disclose it without your consent except in the good faith belief, in iForem’s sole discretion, that such use or disclosure is reasonably necessary to (i) comply with a legal process (ii) enforce this Agreement or iForem’s other rights, or (iii) respond to claims that any Data violates the rights of third parties. To the extent legally permissible and commercially practicable, iForem will attempt to give you advance notice of such disclosure in order to enable you to attempt to prevent or limit such disclosure.
2. Data Security:- iForem will employ commercially standard encryption, data security protocols, passwords, and other methods to protect your Data.
3. Compliance:- iForem will have the right, but not the obligation, to review your Data and your activities on the Service to assess your compliance with this Agreement.
WARRANTY
1. Availability:- iForem warrants that the Core Services will be accessible for the term of this Agreement with an average of 95% Availability (as defined below) as measured over rolling six calendar-month periods (each, a “Period”).
  “Availability” during any given Period is calculated as time during which you are actually able to access the Core Services and is calculated as A = (y - z)/y * 100%
  
  Where:
  “A” is the Availability of access to the Core Services during such Period;
  
  “y” is the total number of hours in such Period minus the number of hours during such Period that you are unable to access the Core Services because of (a) scheduled maintenance windows as to which you have been notified by iForem at least one week in advance; (b) a Force Majeure Event; (c) non-performance of hardware, software, and other equipment that is not provided by iForem or under control of iForem for use in conjunction with Web Services (except as such non-performance is caused by iForem);
  
  “z” is the number of separate clock-hours in such Period during which you attempted to access the Core Services one or more times and found it was unavailable (other than for reasons in the definition of “y” above); provided that you promptly notified iForem or iForem was otherwise aware (or reasonably should be aware) that access was unavailable. For example, if you promptly notified iForem that you attempted to access the Core Services and found it unavailable at 1:05, 1:30, 1:53, and 2:12, then z=2.
2. Remedy:- Your sole and exclusive remedy for either or both of (a) iForem’s breach of warranty or (b) iForem’s failure to provide Core Services (other than in the case of complete iForem Failure as set forth in Section 11.1), is up to a 50% refund of the total of the One-Time Fee and any Fees For Increased Services you have paid, in accordance with the following:
  1. 5% of your One-Time Fee and any Fees For Increased Services if the Core Services are Available less than 95% of the hours for any Period.
  2. 10% of your One-Time Fee and any Fees For Increased Services if the Core Services are Available less than 90% of the hours for any Period.
  3. 25% of your One-Time Fee and any Fees For Increased Services if the Core Services are Available less than 75% of the time for any Period.
  4. Under no circumstances will your remedy for iForem’s breach of warranty exceed a percentage, X, of the total of your One-Time Fee plus any Fees For Increased Services, where X equals 50% minus 10% per full year of Core Services you have received from iForem.
3. Disclaimer:- OTHER THAN AS EXPRESSLY PROVIDED IN SECTION 9.1: (1) YOUR USE OF THE CORE SERVICES AND ENHANCED SERVICES IS AT YOUR OWN RISK, AND THE CORE SERVICES AND ENHANCED SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS; (2) IFOREM AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (3) IFOREM MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE CORE SERVICES OR ENHANCED SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT THEY WILL BE COMPATIBLE WITH ANY PARTICULAR COMPUTER OR DEVICE, OR (iii) ANY ERRORS IN THE SOFTWARE OR CORE SERVICES OR ENHANCED SERVICES WILL BE CORRECTED; AND (4) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM IFOREM OR THROUGH OR FROM THE CORE SERVICES OR ENHANCED SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THISE AGREEMENT. YOU ACKNOWLEDGE THAT ANY MATERIAL OR DATA YOU RETRIEVE THROUGH THE USE OF THE CORE SERVICES OR ENHANCED SERVICES IS DONE AT YOUR CHOICE AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE RETRIEVAL OF SUCH MATERIAL OR DATA. SOME STATES DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
4. No Representaions to Third Parties:- You will make no representations or warranties regarding any Core Services or Enhanced Services to any third parties.
INDEMNITY
1. Upon iForem’s request, you agree to indemnify and hold iForem harmless from and against any and all third-party claims, losses, liability costs, and expenses (including but not limited to reasonable attorneys' fees) (any, a “Claim”) arising from: (a) use of your or another Authorized User’s account (whether or not by an Authorized User) where the Claim is related to the contents of the Data, including but not limited to a Claim that the Data is in one or more of the categories set forth in Section 5.2.1 or that the Data is technologically harmful (including but not limited to that it is a virus, worm, or Trojan Horse); (b) your violation of this Agreement, state or federal laws or regulations, or any third party's rights, including but not limited to infringement of any intellectual property, violation of any proprietary right, invasion of any privacy rights, or breach of contract; (c) your misappropriation, use, or disclosure of any Authorized User’s information in a manner or for a purpose not explicitly authorized by such Authorized User, or (d) your breach of any representation or warranty set forth in this Agreement. This obligation will survive the termination of this Agreement, the Core Services, or Enhanced Services.
TERMINATION
1. Trust Takes Over if iForem Continuously Fails to Provide Core Services:- This Agreement will terminate automatically if (i) iForem ceases to do business, is dissolved, or is liquidated; (ii) iForem entirely and continuously fails—for reasons other than a Force Majeure Event (as defined in Section 13, below)—to provide you with the Core Services for your particular Vault as set forth in Section 1.1 for sixty (60) straight days; or (iii) a custodian, receiver, trustee or assignee for the benefit of creditors generally is appointed to take possession, custody or control of all or a substantial portion of iForem’s assets and any such action filed against iForem is not dismissed within 30 days (any of the foregoing, “iForem Failure”).
  In the case of iForem Failure, (a) the Trust will take over the provision of your Core Services via automatic, immediate effectiveness of the Storage Certificate between you and the Trust as set forth in Section 1.2, and (b) iForem will refund of the lesser of (i) your actual, direct, documented, undisputed damages or (ii) a percentage, X, of the total of your payments received by iForem for any One-Time Fee plus any Fees For Increased Services for the particular Vault, where X equals 50% minus 10% per full year of Core Services you have received from iForem (less any refund you have already received under Section 9). The foregoing (a) and (b) are your sole and exclusive remedy in the event of iForem Failure.
2. Termination by You for Convenience:- You have the right to terminate this Agreement at any time for convenience by emailing iForem at accounts@iforem.com. If you terminate for convenience, iForem will continue to store the Data in your Vault and you will be able to access and remove the Data from your Vault for a period of thirty (30) days from the effective date of termination. iForem will not refund any amounts if you terminate for convenience.
3. Termination by You for iForem Breach of Provisions Other Than Core Services:- You have the right to terminate this Agreement if iForem materially breaches a material term of this Agreement other than its obligations under Section 1.1 and iForem has not cured such breach thirty (30) days after receiving written notice of such breach from you. You agree that your maximum and sole and exclusive remedy in the case of such breach is the lesser of (a) your actual, direct, documented damages or (b) amounts you actually paid for services other than Core Services.
4. Termination by iForem for Your Breach:- iForem has the right to terminate this Agreement (or, at its sole discretion, to reduce or limit your storage capacity, authorized accounts, or bandwith or terminate one or more particular Vaults) for any material breach that you have not cured 30 days after receiving written notice of such breach. Failure to pay any fees due or invoiced hereunder will be considered such a material breach. If iForem terminates for breach, iForem will continue to store your Data in your Vault, and you will be able to remove your Data from your Vault, for a period of thirty (30) days from the effective date of termination but iForem will not refund any amount of your One-Time Fee or any Fees For Increased Services.
5. Retention at iForem’s Discretion:- Except as otherwise set forth in this Section 11, iForem retains the right to retain or delete your Data post termination at its sole discretion without notice to you.
6. Survival:- The following provisions will survive termination or expiration of this Agreement for any reason: Sections 1.3 (“Payment”), 1.4 (“Payment for Allocation”), 2.3 (“Modification or Discontinuation of Enhanced Services), 3 (“Payment Terms”), 4 (“Connectivity and Security”), 5.2 (“General Prohibitions”), 6 (“iForem’s Proprietary Rights”), 7 (“Confidentiality and Security”), 8.3 (“Compliance”), 9.3 (“Disclaimer”), 10 (“Indemnity”), 11.6 (“Survival”), 12 (“Limitation of Liability”), 13 (“Force Majeure”), 14 (“Notice”), and 15 (“Miscellaneous”). Section 1.2 (“Trust”) survives termination of this Agreement survives termination for iForem Failure as set forth in Section 11.1
LIMITATION OF LIABILITY
1. IN NO EVENT WILL IFOREM OR ITS AFFILIATES BE LIABLE TO YOU OR ANY AUTHORIZED USER FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE ITEMS) EVEN IF IFOREM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. YOU AGREE THAT THE LIABILITY OF IFOREM ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT, OR OTHERWISE) IN ANY WAY CONNECTED WITH THE CORE SERVICES OR ENHANCED SERVICES WILL NOT EXCEED THE AMOUNT YOU PAID INITIALLY AS A ONE-TIME FEE (IN THE CASE OF A CORE SERVICE) OR IN THE PRECEEDING TWELVE (12) MONTHS (IN THE CASE OF AN ENHANCED SERVICE) FOR THE SERVICE FROM WHICH THE LIABILITY AROSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
FORCE MAJEURE
1. iForem will not be liable hereunder by reason of any failure or delay in the performance of its obligations on account of events beyond its reasonable control, which include without limitation: failure of electronic or mechanical equipment or communication lines; telephone or other interconnect problems; bugs, errors, configuration problems, or incompatibility of computer hardware or software; failure or unavailability of Internet access; problems with Internet service providers or other equipment or services relating to your computer; problems with intermediate computer or communications networks or facilities; problems with data transmission facilities or your telephone or telephone service; unauthorized access or theft; denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, and material shortages (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, iForem will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the effects of the event continue.

NOTICE

All notices to either party under this Agreement will be in writing and deemed delivered (i) upon receipt if by hand, overnight courier or verified facsimile transmission to the below addresses or fax numbers; (ii) ten days after mailing by first class, registered or certified mail, postage prepaid, return receipt requested if to the below address or to such other address as specified by like notice; and, for notices to customers (but not notices to iForem), (iii) upon customer’s logging into the Core Services or Enhanced Services and being shown such notice or a link to such notice with a prompt to click on such link.

To iForem	To Customer
iForem 350 Marine Parkway Suite 200 RC, CA. 94065 Attention: Stephen Pieraldi Chief Executive Officer Phone: US Fax:US	To the postal or email address and corresponding name that you provide as Registration Data.

MISCELLANEOUS PROVISIONS
1. The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent. You have the right to assign your rights and delegate your duties under this Agreement only in their entirety and only if accompanied by an assignment of the Storage Certificate (as defined in Section 1.2). iForem has the right to assign its rights and delegate its duties under this Agreement without restriction. In the event that any provision of this Agreement is held to be invalid or unenforceable, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision and the remaining provisions of this Agreement will remain in full force and effect. This Agreement and any Enhanced Services Agreements constitute the entire agreement and understanding between you and iForem regarding your use of the Core Services and Enhanced Services in connection with this Vault, superseding any prior agreements between you and iForem with respect to such subject matter. This Agreement may be modified or amended only in a writing signed by iForem and you. This Agreement and the relationship between you and iForem will be governed by the laws of the State of California without regard to its conflict of law provisions. You and iForem agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Santa Clara, California. The failure of iForem to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. The Section titles in this Agreement are for convenience only and have no legal or contractual effect.

Exhibit A
Storage Certificate

CERTIFICATE FOR PERPETUAL STORAGE SERVICES

THIS CERTIFICATE BECOMES EFFECTIVE ONLY UPON THE OCCURRENCE OF A TRIGGERING EVENT (AS DEFINED BELOW) AND DOES NOT REPRESENT AN INTEREST IN THE INUITY TRUST.

DATE OF ISSUANCE: ............................. SERIAL NUMBER:..................................
HOLDER:....................................
ADDRESS:.................................................................................................................................................................

THIS CERTIFICATE CERTIFIES AND CONSTITUTES LEGAL EVIDENCE THAT THE PERSON OR ENTITY DESIGNATED ABOVE (THE “HOLDER”) HAS THE RIGHT, UPON THE OCCURRENCE OF A “TRIGGERING EVENT” (AS DEFINED ON SCHEDULE 1 ATTACHED HERETO), TO RECEIVE THE “PERPETUAL SERVICES” FROM THE TRUST (AS DEFINED BELOW) OR ITS SUCCESSORS AND ASSIGNS, AND WILL INCUR THE OBLIGATIONS AS SET FOTH ON SCHEDULE 1 ATTACHED HERETO, SUBJECT TO THE TERMS OF THIS CERTIFICATE.

THE “TRUST” IS THE DELAWARE BUSINESS TRUST THAT WAS CREATED PURSUANT TO (I) A CERTIFICATE OF TRUST THAT WAS FILED WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE ON ____________ 2007 AND (II) A THE TRUST AGREEMENT DATED AS OF _________________ 2007, AS AMENDED FROM TIME TO TIME (THE “TRUST AGREEMENT”), ENTERED INTO BY AND AMONG THE COMPANY, A DELAWARE TRUSTEE AND AN OPERATING TRUSTEE. THIS CERTIFICATE IS ISSUED UNDER AND IS SUBJECT TO THE TERMS, PROVISIONS AND CONDITIONS OF THE TRUST AGREEMENT AND DELAWARE LAW, TO WHICH THE HOLDER, BY VIRTUE OF THE ACCEPTANCE HEREOF, ASSENTS, AND BY WHICH THE HOLDER IS BOUND. A COPY OF SUCH TRUST AGREEMENT SHALL BE PROVIDED TO THE HOLDER UPON ITS REQUEST.

THIS CERTIFICATE DOES NOT AND WILL NOT AT ANY TIME PROVIDE THE HOLDER HEREOF WITH ANY BENEFICIAL OR LEGAL INTEREST IN THE TRUST ESTATE (AS DEFINED IN THE TRUST AGREEMENT), AND THE HOLDER HEREOF DOES NOT AND WILL NOT AT ANY TIME POSSESS ANY BENEFICIAL OR LEGAL INTEREST OR OTHER LEGAL TITLE IN THE TRUST ESTATE. ALL BENEFICIAL OWNERSHIP IN THE TRUST ESTATE IS HELD BY THE COMPANY PURSUANT TO THE TRUST AGREEMENT. HOWEVER, THIS CERTIFICATE DOES REPRESENT THE RIGHT OF HOLDER TO RECEIVE IN PERPETUITY THE PERPETUAL SERVICES ON THE TERMS STATED HEREIN.

Unless this Certificate has been executed by the Trust, this Certificate shall not entitle the Holder hereof to any benefit under this Certificate, the Trust Agreement or any related document or be valid for any purpose.

[SIGNATURE OF OPERATING TRUSTEE]

The receipt and acceptance of this Certificate by a Holder, followed by continued use of Perpetual Services (as defined on Schedule 1), without any signature or further manifestation of assent, shall constitute the unconditional acceptance by such Holder of all the terms and provisions of this Certificate and the Trust Agreement, and shall constitute the agreement of the Trust that the terms and provisions of this Certificate shall be binding, operative and effective as between the Trust and such Holder. Additional terms of this Certificate by which you are bound are attached as Schedule 1 hereto. Please read all of such terms in their entirety before accepting this Certificate.

[SIGNATURE OF HOLDER]

INUITY
SCHEDULE 1: ADDITIONAL TERMS TO
CERTIFICATE FOR PERPETUAL STORAGE SERVICES

Triggering Event. A Triggering Event shall mean (i) Company ceases to do business, is dissolved, or is liquidated; (ii) Company entirely and continuously fails for sixty (60) straight days—for reasons other than a Force Majeure Event (as defined below)—to provide the Perpetual Services (that is, Holder did not receive any such services) for Holder’s particular Vault; or (iii) a custodian, receiver, trustee or assignee for the benefit of creditors generally is appointed to take possession, custody or control of all or a substantial portion of Company’s assets and any such action filed against Company is not dismissed within thirty (30) days.

Perpetual Services. Upon a Triggering Event and subject to your compliance with this Certificate as the holder of this Certificate (referred to herein as the “Holder” or “you”), the Trust will provide you perpetual access to storage (to your particular “Vault”) in which you and, subject to your authorization, your authorized users can store and retrieve digital data (the “Data”) in perpetuity.

Payment. Each time you exceed the storage allotment or bandwidth allotment you have already paid for, you agree to promptly pay an additional one-time, non-refundable fee (“Fees For Increased Services”) for the permanent increase, the pricing for which is subject to change from time to time without notice. You will pay all such Fees, which exclude taxes, within thirty (30) days of notice that such fees are due. You will pay interest on late payments of the lower of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.

Your Account. You will hold your user name and password in strict confidence. You agree to notify the Trust in writing immediately if you become aware of any loss or theft or unauthorized use of any user name or password. You will take sole responsibility for any activities or actions under your or your authorized users’ passwords, whether or not you have authorized such activities or actions. You agree to maintain and promptly update your contact information to keep it accurate and current and notify the Trust in writing of the same. You agree not to do any of the following, and the Trust reserves the right (but will not have the obligation) to monitor or have monitored your and your authorized users’ usage and Data (and to delete any such Data in accordance with this Certificate) to assess your compliance with this Certificate and to enforce the following prohibitions:

Place in your Vault, submit, make available, publish, link to, or transmit any information or communication, that: (i) is false or misleading; (ii) is defamatory; (iii) invades another’s privacy; (iv) is obscene, pornographic, or offensive; (v) promotes bigotry, racism, hatred, or harm against any individual or group; (vi) infringes another’s rights, including but not limited to any intellectual property rights; or (vii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
Allow more than one individual to access your Vault using the same user nameand password; or impersonate or misrepresent your affiliation with any person or entity
Access, tamper with, or use non-public areas of the Perpetual Services, the Trust’s computer systems, or the technical delivery systems of the Trust’s providers or attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Perpetual Services;
Send harmful communications or software, including but not limited to a virus, worm, or Trojan Horse, or overloading, flooding, spamming, or mail-bombing the Perpetual Services; or
Access the Perpetual Services using any automated system, including without limitation, "robots," "spiders," or "offline readers."

Indemnification. Upon Trust’s request, you agree to indemnify and hold Trust and its partners harmless from and against any and all third-party claims, losses, liability costs, and expenses (including but not limited to reasonable attorneys' fees) (any, a “Claim”) arising from: (a) your or your authorized users’ use of your account; (b) your violation of this Certificate, state or federal laws or regulations, or any third party's rights; or (c) your misappropriation, use, or disclosure of any authorized user’s information in a manner or for a purpose not explicitly authorized by such authorized user.

No Litigation. Notwithstanding any prior termination of the Trust Agreement, the Holder hereof, by his, her or its acceptance of this Certificate, covenants and agrees that it shall not at any time with respect to the Trust, the Company or the trustees of the Trust (the “Trustees”), acquiesce, petition or otherwise invoke or cause the Trust, the Company or the Trustees to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Trust, the Company or the Trustees under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Trust, the Company or the Trustees or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Trust, the Company or the Trustees.

Transfer Procedures. The Holder hereof may transfer this Certificate and all of the rights hereunder at any time by delivering to the Trustees a Notice of Transfer, a form of which can be found at www.inuity.com. Such transfer shall only be effective upon (i) receipt by the Trust of the Notice of Transfer executed by both the Holder and the proposed transferee, (ii) the registration of such transfer on the books and records of the Trust, and (iii) the issuance of a new Certificate by the Trust and delivered to the transferee.

WARRANTY DISCLAIMER. YOUR USE OF THE PERPETUAL SERVICES (AND ANY RELATED SERVICES) IS AT YOUR OWN RISK, AND ALL SUCH SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS; THE TRUST EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; THE TRUST MAKES NO WARRANTY THAT (I) THE PERPETUAL SERVICES (OR ANY RELATED SERVICES) WILL MEET YOUR REQUIREMENTS, (II) THE PERPETUAL SERVICES (OR ANY RELATED SERVICES) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) ANY ERRORS IN THE SOFTWARE OR PERPETUAL SERVICES (OR ANY RELATED SERVICES) WILL BE CORRECTED; AND (4) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE TRUST OR THROUGH OR FROM THE PERPETUAL SERVICES (OR ANY RELATED SERVICES) WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS CERTIFICATE. SOME STATES DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU WILL MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING ANY PERPETUAL SERVICES (OR ANY RELATED SERVICES) TO ANY THIRD PARTIES.

LIMITATION OF LIABILITY. IN NO EVENT WILL THE TRUST BE LIABLE TO YOU OR ANY AUTHORIZED USER FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES EVEN IF THE TRUST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE LIABILITY OF THE TRUST ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT OR OTHERWISE) IN ANY WAY CONNECTED WITH THE PERPETUAL SERVICES (OR ANY RELATED SERVICES) WILL NOT EXCEED THE LESSER OF THE AMOUNT YOU PAID INITIALLY AS A ONE-TIME FEE OR THE AMOUNT YOU PAID IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM FOR THE SERVICES FROM WHICH SUCH LIABILITY DIRECTLY AROSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

NO RECOURSE; CONTINUING OBLIGATIONS. THE HOLDER HEREOF, BY ACCEPTING THIS CERTIFICATE, ACKNOWLEDGES THAT THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE COMPANY, THE TRUSTEES OR ANY AFFILIATE THEREOF, AND NO RECOURSE MAY BE HAD AGAINST SUCH PARTIES OR THEIR ASSETS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ANY PERSON WHO IS OR HAS BEEN A HOLDER HEREOF AT ANY TIME, AND FOR ANY TIME, SHALL CONTINUE TO BE BOUND BY THE OBLIGATIONS OF THIS CERTIFICATE NOTWITHSTANDING SUCH HOLDER’S TRANSFER OF THIS CERTIFICATE.

Term and Termination. You will be able to access and remove the Data from your Vault for a period of thirty (30) days from the effective date of any termination of this Certificate. The Trust will not refund any amounts if you terminate for convenience or the Trust terminates for breach. If Trust does not cure a material breach within thirty (30) days after receiving written notice, your maximum and sole and exclusive remedy in the case of Trust’s breach is a refund of the fees you paid for the Perpetual Services for the applicable Vault less any refunds you already received by you. Trust retains the right to view and to retain or delete your Data post termination at its sole discretion without notice to you. The following provisions will survive termination or expiration of this Certificate for any reason: “Payment”; “Your Account” (except your obligation to update your contact information); “Indemnification”; “No Litigation”; “Warranty Disclaimer”; “Limitation of Liability”; “Termination”; “No Recourse, Continuing Obligations”; “Notice”; and “Miscellaneous.”

Notice. All notices to either party under this Certificate will be in writing and deemed delivered (i) upon receipt if by hand, overnight courier or verified facsimile transmission to the below addresses or fax numbers; (ii) ten days after mailing by first class, registered or certified mail, postage prepaid, return receipt requested if to the below address or to such other address as specified by like notice; and, for notices to you (but not notices to Trust) or (iii) upon your logging into the Perpetual Services and being shown such notice or a link to such notice with a prompt to click on such link.

To Trust	To You
	To the postal or email address and corresponding name registered (as updated) with your account.

Miscellaneous. The Trust will not be liable hereunder by reason of any failure or delay in the performance of its obligations on account of events beyond its reasonable control, such as failure of electronic or mechanical equipment or communication lines; telephone or other interconnect problems; bugs, errors, configuration problems, or incompatibility of computer hardware or software; failure or unavailability of Internet access; problems with Internet service providers or other equipment or services relating to your computer; problems with intermediate computer or communications networks or facilities; problems with data transmission facilities or your telephone or telephone service; unauthorized access or theft; denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, and material shortages (any one or more, a “Force Majeure Event”). The parties to this Certificate are independent contractors and this Certificate will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf. In the event that any provision of this Certificate is held to be invalid or unenforceable, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision and the remaining provisions of this Certificate will remain in full force and effect. This Certificate constitutes the entire agreement and understanding between you and the Trust and govern your use of the Perpetual Services (and any related services) in connection with the Vault or the Company’s website, superseding any prior agreements with respect to such subject matter. This Certificate and the relationship between you and the Trust will be governed by the laws of the State of California (except that the Trust Agreement is governed by Delaware law) without regard to its conflict of law provisions. You and the Trust agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Santa Clara, California. The failure of the Trust to exercise or enforce any right or provision of this Certificate will not constitute a waiver of such right or provision. The Section titles in this Certificate are for convenience only and have no legal effect.