GENERAL:

ServiceCentral will provide Customer with access to the Service through its website at www.servicecentral.com ("ServiceCentral.com website"). Customer's registration for, or use of, the Service shall be deemed to be Customer's agreement to abide by this Agreement including any additional privacy terms on ServiceCentral.com website incorporated by reference herein and an acknowledgment that the System Requirements, to be provided by the Customer and located at www.servicecentral.com\systemrequirements.pdf, are required for optimal use of the Service. For reference, a Definitions section is included at the end of this Agreement.

LICENSE GRANTS AND RESTRICTIONS:

ServiceCentral grants Customer a non-exclusive, non-transferable worldwide right to use the Service, solely for Customer's own internal business purposes subject to the terms of this Agreement. Customer grants to ServiceCentral the non-exclusive, worldwide, right to use, copy, store, transmit and display Customer Data solely to the extent necessary to provide the Service as requested by Customer. Customer is permitted to store, manipulate, analyze, reformat, print, and display the Content only for your internal business use. Unauthorized use, resale or commercial exploitation of the Service and/or the Content in any way is expressly prohibited. Customer shall not (i) license, sublicense, copy, sell, resell, transfer, assign, reverse engineer, distribute or otherwise make available to any third party the Service or the Content, (ii) modify or make derivative works based upon the ServiceCentral Technology or the Content; (iii) commercially exploit the Service or the Content in any way, or (iv) create internet "links" to the Service or "frame" or "mirror" any Content contained in or accessible from, the Service on any other server, wireless or Internet-based device. ServiceCentral and its licensors reserve all rights, not expressly granted to Customer.

CHARGES AND PAYMENT OF FEES:

Customer will pay all fees or charges to its account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total Users licenses requested times the User license currently in effect. Payments may be made annually, monthly, or quarterly, consistent with the Initial Term, at Customer's election. License fees are nonrefundable whether or not User licenses are actively used. Customer must provide ServiceCentral with valid credit card or approved purchase order information as a condition to signing up for the Service. An authorized License Administrator may add licenses by executing an additional Order Form or using the Online Order Center. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term) (ii) the license fee for the added licenses will be at the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing period will be charged for that billing period, on a pro rata basis, as well as the subsequent billing period. ServiceCentral reserves the right to change the fees, applicable charges and usage policies and to introduce new charges at any time, upon at least thirty (30) days prior notice to Customer, which notice may be provided by electronic mail.

EXCESS DATA STORAGE FEES:

The maximum disk storage space provided to Customer at no additional charge is a cumulative of 10 MB per User license. If the amount of disk storage required exceeds this limit, Customer will be charged the then-current storage fees. ServiceCentral will use reasonable efforts to notify Customer when the average storage used per license reaches approximately 90% of the maximum; however, any failure by ServiceCentral to so notify Customer shall not affect Customer's responsibility for such additional storage charges. ServiceCentral reserves the right to establish or modify its general practices and limits concerning storage of Customer Data.

BILLING AND RENEWAL:

ServiceCentral charges and collects in advance for use of the Service. ServiceCentral will automatically renew and bill Customer's credit card or issue an invoice to Customer (a) every month for monthly licenses, (b) every quarter for quarterly licenses, or (c) each year on the subsequent anniversary for annual licenses. The renewal charge will be equal to the then-current number of total User licenses times the then-current license fee in effect at the time of renewal. Fees for the other services will be charged on an as-quoted basis. ServiceCentral's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only United States federal or state taxes based solely on ServiceCentral's income.

Customer agrees to provide ServiceCentral with complete and accurate billing and contact information. This information includes Customer's legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact, credit card number (if applicable) and License Administrator. Customer agrees to update this information within 15 days of any change to it. If the contact information provided by the Customer is false, fraudulent, or otherwise incorrect, ServiceCentral reserves the right to immediately suspend Customer's access to the Service, or terminate this agreement, in addition to any other legal remedies.

For credit card payers, invoices will be generated at the start of a license or billing period and Customer's credit card will be charged simultaneously. If paying by other means, invoices will be generated at the start of a license or billing period and approximately one month in advance of the start of any renewal or subsequent billing period and shall be due within 30 days. Customer's account will be considered delinquent (in arrears) if payment in full is not received by the license or billing period start date.

Unless ServiceCentral, at its discretion, determines otherwise, all Customers will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes.

If Customer believes that the bill is incorrect, Customer must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

NON-PAYMENT:

In addition to any other rights granted to ServiceCentral herein, ServiceCentral reserves the right to suspend or terminate this Agreement and Customer's access to the Service if Customer's account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Customer will continue to be charged for User licenses during any period of suspension. If Customer or ServiceCentral initiate termination of this Agreement, Customer will be obligated to pay the balance due on Customer's account computed in accordance with the Charges and Payment of Fees section above. Customer agrees that ServiceCentral may charge such unpaid fees to Customer's credit card or otherwise bill Customer for such unpaid fees.

SUSPENSION OF SERVICES:

In the event Customer's account becomes thirty (30) days or more overdue, in addition to and not in lieu of any of its other rights or remedies under this Agreement, ServiceCentral reserves the right to suspend the Service provided to the Customer. ServiceCentral also reserves the right to impose a separate reconnection fee should Customer thereafter again request access to the Service. Customer agrees and acknowledges that ServiceCentral has no obligation to retain the Customer Data if the account is more than thirty (30) days overdue, and such Customer Data will be irretrievably deleted if the account is unpaid after thirty (30) days.

PRIVACY AND SECURITY:

ServiceCentral shall not use the Customer Data for any purpose other than to provide the Services to Customer. ServiceCentral's privacy and security policies may be viewed at http://www.servicecentral.com . ServiceCentral reserves the right to modify its privacy and security policies at its reasonable discretion from time to time.

CUSTOMER RESPONSIBILITIES:

Customer is responsible for any and all activities that occur under Customer's user accounts. Customer shall: (i) notify ServiceCentral immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to ServiceCentral immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is know or suspected by Customer of its Users; (iii) assure that use of the Service shall at all times comply with all applicable local, state, federal, and international laws, regulations, and conventions, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data; (iv) assure that use of the Service by Customer's Users shall at all times conform to the Use Guidelines and System Requirements, if any; and (v) not impersonate another user or provide false identity information to gain access to or use the Service.

ACCOUNT INFORMATION AND DATA:

All data submitted by Customer to the Service, whether posted by Customer or by third parties, shall remain the sole property of the Customer or such third parties, as applicable, unless specifically notified in advance. Customer, not ServiceCentral, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data, and ServiceCentral shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data. In the event that Customer terminates this Agreement (other than by reason of Customer's breach), ServiceCentral will make available to Customer a file of the Customer Data within thirty (30) days of termination notice if Customer so requests. ServiceCentral reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, Customer's non-payment. Upon termination for cause, Customer's right to access or use Customer Data immediately ceases, and ServiceCentral shall have no obligation to maintain or forward any Customer Data.

USER CONDUCT:

Customer agrees to abide by all applicable local, sate, national and foreign laws, treaties and regulations in connection with the Service. In addition, Customer agrees to adhere to the Use Guidelines accessible at http://www.servicecentral.com, which may be updated by ServiceCentral at its sole discretion from time to time.

TERMINATION/REDUCTION IN SERVICE LEVEL:

This Agreement commences on the Effective Date. The Initial Term of this Agreement will be one month, three months, or one year as determined by Customer's election during the online subscription process, commencing on the date Customer agrees to pay for the Service by completing the online subscription form. This Agreement will automatically renew upon the expiration of the Initial Term. Either party may terminate this Agreement or reduce the level of service by notifying the other party in writing at least thirty (30) days prior to the end of the then current term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. You will be billed for the thirty (30) day period from the date you initiate the termination/reduction at the service level prior to such termination/reduction. Upon termination/reduction, you will be granted a refund of any prepaid charges applicable to the period starting one month after our receipt of your written notice of the termination/reduction. In the event that Customer terminates this Agreement (other than by reason of Customer's breach), ServiceCentral will make available to Customer a file of its Customer Data within thirty (30) days of termination if Customer so requests at the time notice of termination is given. Customer agrees and acknowledges that ServiceCentral has no obligation to retain the Customer Data, and may delete such Customer Data, more than thirty (30) days after termination. Upon termination, regardless of reason or for no reason, Customer shall destroy all DLL's and executables wherever contained pertaining to the Services and Intellectual Property Rights of ServiceCentral.

TERMINATION FOR CAUSE:

Any breach of Customer's payment obligations, Use Guidelines, unauthorized use of the ServiceCentral Technology or Service will be deemed a material breach of this Agreement. ServiceCentral, at its sole discretion, may terminate Customer's password, account or use of the Service if Customer breaches or otherwise fails to comply with this Agreement. In addition, ServiceCentral may terminate a free account if Customer does not first log on within thirty (30) days after registration if thirty (30) days have passed since Customer first logged on. Customer agrees and acknowledges that ServiceCentral has no obligation to retain the Customer Data, and will delete such Customer Data, if Customer has materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within thirty (30) days of notice of such breach, or Customer's account becomes inactive as specified in this Section.

OWNERSHIP:

ServiceCentral shall own all right, title and interest, including all related Intellectual Property Rights, in and to the ServiceCentral Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating the Service. This ownership is and will remain the exclusive property of ServiceCentral Technologies, Inc. whether or not specifically recognized or perfected under applicable law. Customer will take no action that jeopardizes ServiceCentral's proprietary rights or acquire any right in the ServiceCentral Technology, the Content, the Service, or the Intellectual Property Rights. This Agreement is not a sale and does not convey any rights of ownership in or related to the Service, ServiceCentral Technology, or Intellectual Property owned by ServiceCentral to Customer.

REPRESENTATION & WARRANTIES:

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. ServiceCentral represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the ServiceCentral help documentation under normal use and circumstances. Customer represents and warrants that it has not falsely identified itself nor provided any false information to gain access to the Service, that Customer's billing information is correct, and that Customer will comply with the Use Guidelines.

MUTUAL INDEMNIFICATION:

Customer shall indemnify and hold ServiceCentral, its officers, directors, employees and representatives, harmless against and from any claims of third parties for damages or injury of any nature, together with costs and expenses (including reasonable attorney's fees) arising in connection with (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by Customer of the representations and warranties; or (iii) a claim arising from the breach by Customer or Users of this Agreement, provided in any such case that ServiceCentral (i) gives written notice of the claim promptly to Customer (ii) gives Customer sole control of the defense and settlement of the claim (provided that Customer may not settle or defend any claim unless it unconditionally releases ServiceCentral of all liability and such settlement does not affect ServiceCentral's business or Service); (iii) provides to Customer all available information and assistance; and (iv) has not comprised or settled such claim.

ServiceCentral shall indemnify and hold Customer, its officers, directors, employees and representatives, harmless against and from any claims of third parties for damages or injury of any nature, together with costs and expenses (including reasonable attorney's fees) arising in connection with (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or trademark of a third party; (ii) a claim, which if true, would constitute a violation by ServiceCentral of the representations or warranties; or (iii) a claim arising from breach of this Agreement by ServiceCentral; provided that Customer (i) gives written notice of the claim promptly to ServiceCentral; (ii) gives ServiceCentral sole control of the defense and settlement of the claim (provided that ServiceCentral may not settle or defend any claim unless it unconditionally releases Customer of all liability); (iii) provides to ServiceCentral all available information and assistance; and (iv) has not comprised or settled such claim. ServiceCentral shall have no indemnification obligation, and Customer shall indemnify ServiceCentral pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of Customer's products, service, hardware, or business process(s).

DISCLAIMER OF WARRANTIES:

SERVICECENTRAL AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT; SERVICECENTRAL 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, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET CUSTOMER'S 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 CUSTOMER THROUGH THE SERVICE WILL MEET CUSTOMER'S 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; (G) THE SERVICE AND ALL CONTENT IS PROVIDED TO CUSTOMER STRICTLY ON AN "AS IS" BASIS; AND (H) 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 SERVICECENTRAL AND ITS LICENSORS.

INTERNET DELAYS:

SERVICECENTRAL'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SERVICECENTRAL IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

LIMITATION OF LIABILITY:

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTICE:

ServiceCentral may give notice by means of a general notice posted on the Service, electronic mail to Customer's e-mail address on record in ServiceCentral's account information, or by written communication sent by first class mail or pre-paid post to Customer's address on record in ServiceCentral's account information. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email). Customer may give notice to ServiceCentral at any time by any of the following: letter sent by confirmed facsimile to (404) 870-7071; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to ServiceCentral Technologies, Inc., 817 West Peachtree Street, Suite 300, Atlanta, Georgia 30308, Attention: Chief Financial Officer. Such notice shall be deemed given when received by ServiceCentral.

ASSIGNMENT:

The Agreement may not be assigned by Customer without prior written approval of ServiceCentral but may be assigned by ServiceCentral to (i) a parent or subsidiary, (ii) an acquirer of substantially all ServiceCentral's assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

NO WAIVER:

Any failure by either party to detect, protest, or remedy any breach of this Agreement shall not constitute a waiver or impairment of any such term or condition, or the right of such party at any time to avail itself of such remedies as it may have for any breach or breaches of such term or condition. A waiver may only occur pursuant to the prior written express permission of an authorized officer of the other party. If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will continue in full force and effect.

GOVERNING LAW:

This Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of Georgia without giving effect to its rules governing conflicts of law.

DEFINITIONS:

For purposes of this Agreement and any Order Forms, the following terms have the described meanings: "Agreement" means this online services agreement, and any Order Forms, whether written or submitted online via the Online Order Center, and any materials available on the servicecentral.com website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, which may be updated by ServiceCentral from time to time at its sole discretion; "Content" means the audio and visual information, documents, software, products and services contained or made available to Customer in the course of using the Service; "Customer, You, or Customer's" means the individual or legal entity, its directors, officers, affiliates, agents, and employees, as identified in the registration and identification data provided to ServiceCentral via this website; "Customer Data" means any data, information, or material provided or submitted by Customer to ServiceCentral in the course of utilizing the Service; "Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date Customer begins using the Service; "Initial Term" means the period during which Customer is obligated to pay for the Service equal to the billing frequency selected by Customer during the subscription process, i.e. if the billing frequency is monthly, the Initial Term is one month; "Intellectual Property Rights" means unpatented inventions, patent applications, patents design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature; "License Administrator(s)" means those Users designated by Customer who are authorized to purchase licenses online using the Online Order Center or by executing written Order Forms; "License Terms(s)" means the period(s), excluding the Initial Term, during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s); "Order Form(s)" means the initial subscription for the Service and any subsequent Order Forms submitted online, specifying the number of licenses, the Services, the applicable fees, the billing period, and other charges as agreed to between the parties. Each Order Form shall be incorporated into and become a part of this Agreement. "Online Order Center" means servicecentral.com's online application that allows the License Administrator, designated by Customer, to perform various administrative duties including adding additional Users to the Service; "ServiceCentral Technology" means all of ServiceCentral's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Customer by ServiceCentral in providing the Service; "Service(s)" means the Field Service Manager(, Mobile Service(, Mobile Service Web(, Customer Web Access( and/or Mobile Service Web PDA( services, as the case may be, developed, operated, and maintained by ServiceCentral accessible via http://www.servicecentral.com or other designated web site or internet protocol (IP) address or ancillary services and products rendered to Customer by ServiceCentral, to which Customer is being granted access under this Agreement, including the ServiceCentral Technology and the Content; "System Administrator(s)" means those Users designated by Customer who are authorized to create User accounts and otherwise administer Customer's use of the Service; "Use Guidelines" means the guidelines for use of the Service promulgated from time to time by ServiceCentral pursuant to this Agreement and found at http://www.servicecentral.com; "User(s)" means Customer, its employees, representatives, consultants, contractors, customers or agents who are authorized to use the Service and have been supplied user identifications and passwords by Customer (or by ServiceCentral at Customer's request). Customer shall require that all of its Users shall adhere to the terms of use of the Services(s) imposed by ServiceCentral, including, without limitation this Agreement, the Systems Requirements, Use Guidelines and all privacy and data protection rules.

QUESTIONS OR ADDITIONAL INFORMATION:

If you have questions regarding this Agreement or wish to obtain additional information, please send an email to info@servicecentral.com.

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