1.1 Services under this Agreement shall be provided to Customer at a discounted base rate of $160 per hour (“Base Rate”) for work done from Monday through Friday from 8:00 a.m. to 5:30 p.m., and shall apply regardless of whether the Services are performed on-site, remotely or by telephone.  Our non-contract rates are $200 per hour.

1.2 The Base Rate shall increase to $250 per hour (“Overtime Rate”) for Services provided to Customer before 8:00 a.m. and after 5:00 p.m. on weekdays, and on Services provided over weekends and during official holidays, unless otherwise stated in writing. Service shall include travel time to or from Customer’s premises or service sites at the base rate. This rate does not apply to afterhour’s work that has been prescheduled and approved by a CyferTech corp representative.

1.3 In the event the customer request same day service the Base Rate shall increase to $200 per hour (“Rapid Response Rate”) for Services provided to Customer for work done Monday through Friday from 8:00 a.m. to 5:30 p.m., and shall apply for work done the same day. Service shall include travel time to or from Customer’s premises or service sites at the base rate.

1.4 Projects will be billed on a per project basis.

1.5 Company reserves the right to periodically increase its base rate and increased rate, and will provide Customer with no less than 30 days written notice thereof.

1.6 Services are based on actual time spent, regardless of the complexity of the problem or issues addressed. However, there is a one (1) hour minimum charge for services other than telephone calls. Plus a .5 hour travel charge

2.1 Company will invoice Customer upon completion of any additional hours, Rapid Response, 24×7, Help Desk or As Needed hours. Payment terms for any additional hours will be due upon receipt.

2.2 Projects will require a deposit that must cover all hardware and software expenses before commencement with the balance due upon completion.

2.3 Any payment not made within fifteen days of the invoice date shall be subject to a late fee of the maximum rate allowed by law from the date of invoice, until paid.

2.4 If Company enlists the services of a collection agency to collect any amounts due to it from Customer under this Agreement; Customer shall be responsible for and agrees to pay all such collection costs.

2.5 Service Cancellation: Requests to cancel services may be made by notifying our Billing Department. All requests for service cancellation must be made a minimum of 30 days prior to the renewal date of the service being cancelled. Failure to provide notice at least 30 days prior to the renewal date will result in a full billable monthly cycle prior to cancellation. Where all services are considered to be provided on a strictly prepaid basis, no prorated or partial refunds will be made. All outstanding invoices must be paid in full prior to requesting cancellation.

2.6 Automatic Credit Card Payments: Where available, the Customer authorizes the Company to automatically debit any credit/debit card(s) placed on file with the Company. Invoices will be emailed to the Customer prior to any credit card charges being placed at the beginning of each billing period. Should the Customer’s credit card be declined for any reason, Company will contact customer to notify them of the declined charge, and will continue to resubmit the credit card on file for payment until the balance is paid in full. If the Company is not able to charge the Customer’s credit card a new credit card will need to be put on file and services will need to be paid in full before any work/maintenance can continue

3.1 All services rendered by the Company are provided on a non-refundable basis. This includes, but it not limited to, setup fees, monthly fees, upgrade fees, professional services fees, and hardware regardless of usage. In addition, if your account is canceled by the company for violation of this Agreement, all payments made to the Company become completely non refundable. Customer agrees not to charge back any credit card payments for services rendered. In the event that a customer files a charge back or other payment dispute, they will be considered to be in violation of this agreement and may be subject to collection action

4.1 Customer acknowledges that the person paying for billed product and services is authorized to do so and may bind Customer to all the terms and conditions contained herein, and represents and warrants that such person is acting within the scope of his or her authority as an officer, director or duly authorized agent or employee of Customer.

5.1 All notices, requests and communications under this Agreement shall be in writing. Notice shall be deemed to have been given on the date of service if personally served or served by facsimile on the party to whom notice is to be given. If notice is mailed, it shall be deemed to be given within seventy-two (72) hours after mailing, if mailed to the party to whom notice is to be given, by first-class mail, registered or certified, postage prepaid, and addressed to the party at the address set out below, or any other address that any party may designate by written notice from time to time.

6.1 If Customer alters any Services or Equipment conducted by Company without the express written consent of Company, Customer does so at its own risk and expense. Company shall not be liable or responsible for problems created as a result of Customer’s alteration of Services, Equipment and/or Customer’s network or system. If Customer wishes Company to correct or fix its alterations or problems relating thereto, such Services by Company will be considered a new project and Customer agrees that the same terms and conditions set out in this Agreement shall apply.

7.1 Customer shall be responsible for maintaining backups of all critical software, documents, and applications on all of Customer’s file servers, personal PC’s, organizers, and other electronic equipment.

8.1 On occasion, Company may need to purchase spare parts, other equipment, supplies, accessories or software; in that case, Customer shall be responsible to and agrees to reimburse Company for all such costs or expenses incurred under this project. No purchases will be made without prior Customer approval.

9.1 Customer warrants that all software it provides to Company for installation, configuration or use in any way, has been legally obtained and is properly licensed. Customer further warrants that it has legally purchased sufficient number of copies of such software and that it has not violated any licensing laws.

9.2 Company has no knowledge regarding licensing of software provided to it by Customer and Customer indemnifies Company for any installation, configuration or use of such software. Customer understands and acknowledges that that it shall be solely responsible and liable for all licensing and purchasing of software.

10.1 Company shall not be liable to Customer for direct damages greater than the amount or price payable hereunder for its Services. Further, Company shall not be liable to Customer for any special, indirect, incidental, consequential or punitive damages arising out of or relating to this Agreement, whether the claim alleges tortuous conduct (including negligence) or any other legal theory.

11.1 Company provides Services to Customer hereunder as independent contractor, and this Agreement shall not be construed as a partnership or joint venture.

12.1 Customer acknowledges that Company has a substantial investment in its employees that provide Services to Customer under this Agreement and that such employees are subject to Company’s control and supervision. In consideration of this investment, Customer agrees not to solicit, hire, employ, retain, or contract with any employee of the other, without first receiving Company’s written consent.

12.2 If any employee terminates his or her employment with Company (regardless of the reason for termination), and is employed by Customer (or any affiliate or subsidiary of Customer) in any capacity either during or within a six (6) month period, Customer shall immediately pay Company an amount equal to 50% of the then current yearly salary or wage paid by Company to such employee.

13.1 Any provision of this Agreement which is invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting in any way the remaining provisions hereof or, to the extent permitted by law, rendering that or any other provision invalid, illegal or unenforceable.

14.1 This Agreement contains the entire agreement between the parties regarding the subject matter herein, and supersedes any prior agreements or representations, whether oral or written. No agreement, representation or understanding not specifically contained herein shall be binding, unless reduced to writing and signed by Company and Customer.

15.1 Any controversies arising out of or relating to this Agreement or the interpretation, performance or breach thereof shall be settled by binding arbitration in San Diego County. Judgment upon any award rendered by the arbitrator(s) may be entered and enforced in any court having jurisdiction.

15.2 California law shall govern the construction, validity, and interpretation of this Agreement and the performance of its obligations.

Cyfer Tech Corp provides Services with the reasonable skill and care of a competent service provider. Some Services may be provided using various network operators, and Cyfer Tech Corp cannot be responsible for faults or interruptions in the Services arising on those networks, including networks operated by foreign network operators; for example, if Customer is making International calls or, for mobile users, using Cyfer Tech Corp international roaming service.

Cyfer Tech Corp provides 911 services only in certain locations. Cyfer Tech Corp is required by federal law to suspend Services to a device should it be physically located at an address where Cyfer Tech Corp cannot provide 911 services.

The street addresses provided by Customer are the registered locations and are the addresses that shall be reported to the 911 system. They are also the addresses to which the 911 system shall send emergency help unless callers request that the answering 911 operator send help to another location. Customer has the absolute obligation to notify Cyfer Tech Corp of any changes in the registered locations.

Customer understands that the 911 services provided by Cyfer Tech Corp are limited by comparison with traditional 911 telephone services. Such limitations include, without limitation, connection failures, degradation of bandwidth, denial of service attacks, worms, hackers, viruses, and any other known or unknown conditions that interfere with the speed or capacity of the Internet or Internet service, loss of electrical power at the registered location, delays that may occur in making a registered location available in the 911 database, or if Customer devices are damaged or defective.

Customer will be subject to a charge of $250 per event if Customer makes calls to 911 from any phone, phone switch, gateway, or other device that is not registered with Cyfer Tech Corp. Customer will also be subject to a charge of $250 per event if Customer makes 911 calls after changing Customer’s telephone numbers to a telephone numbers not registered on a phone, phone switch, or gateway connected to Cyfer Tech Corp.

Cyfer Tech Corp will take commercially reasonable steps to secure Customer’s data and will not use, disclose or otherwise make pubic, internally or externally, any data Customer provides Cyfer Tech Corp, whether in writing or virtually, without Customer’s prior written approval or the lawful order of a court.

Customer’s use of Cyfer Tech Corp’s Services constitutes acceptance of the terms and conditions of this Policy as it may be modified by Cyfer Tech Corp from time to time.

Customer must use the Services only in a manner that, in our sole discretion, is consistent with the purposes of such Services. Customer shall not engage in any activity (whether legal or illegal) that results in harm to Cyfer Tech Corp or the Services, or any use that interferes with the provision or enjoyment of any of the Services.

Customer will be deemed in violation of this Policy if Cyfer Tech Corp determines, in its sole discretion, that any action in connection with the use of the Services is inconsistent with the purposes of such Services or violates any local, state, federal or international law, statute, agency decision, regulation, ordinance, executive order or any other legally binding governmental directive, including without limitation the federal Can Spam Act of 2003, the Computer Fraud and Abuse Act (18 U.S.C. 1030 et seq.), the Telephone Consumer Protection Act (47 U.S.C. 227), the Telemarketing Consumer Fraud and Abuse Prevention Act (15 U.S.C. 1601-1608) and the Federal Trade Commission’s amended Telemarketing Sales Rule, (collectively, “Laws or Regulations”).

Customer will also be deemed in violation of this Policy if Cyfer Tech Corp determines, in its sole discretion, that that any action, whether or not in connection with such Customer’s use of the Services, has resulted in any harm to Cyfer Tech Corp, its reputation, the Services, or other Cyfer Tech Corp users; any third party blacklisting, blocking, filtering, or refusing any email or any other network application or communications protocol from Cyfer Tech Corp or Customer, or interference in any manner with the free flow of email or any other network application or communications protocol from or to Cyfer Tech Corp or Customer.

INDIRECT OR ATTEMPTED VIOLATIONS OF THIS POLICY, AND ACTUAL OR ATTEMPTED VIOLATIONS BY A THIRD PARTY ON ANY CUSTOMER’S BEHALF, WILL BE DEEMED VIOLATIONS OF THE POLICY.

The following are some, but not all, of the actions prohibited under this policy if taken in connection with Customer’s use of the Services or in any other manner that results in harm to Cyfer Tech Corp, the Services or any Customer as determined solely by Cyfer Tech Corp, including, without limitation:

 Creating, posting, storing, displaying, transmitting, retransmitting, forwarding, or distributing any material that, in our sole judgment, is or facilitates:

 Obscene, indecent, profane, pornographic, threatening, libelous, defamatory, or otherwise objectionable information of any kind, including material that restricts a civil liberty

 An action that restricts or inhibits any person, whether a Customer of the Services or otherwise, in its use or enjoyment of the Services or any other systems, services or products

 Intended to solicit our customers for any competitive service

 A violation of any rights of any person, including but not limited, to rights protected by copyright, trademark, trade secret, patent, or other intellectual

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property or similar Laws or Regulations, such as the dissemination or distribution of “pirated” or other software products that are not appropriately licensed

 A violation of any accepted industry standards, whether or not expressly mentioned in this Policy, designed to prevent interference with privacy rights, prohibit misuse of any system resources (including, without limitation, spamming), or stop illegal or otherwise unethical Internet usage

 Creating, facilitating, transmitting, retransmitting, forwarding or distributing any:

o “Spam” email or SMS text messages as those terms are generally understood

o Unwanted bulk email or SMS text messages, whether commercial or otherwise, including, but not limited to, bulk mailing or SMS text messaging of commercial advertising, informational announcements, and political tracts

o Email or SMS text messages that contain material that otherwise violates or facilitates a violation of this Policy

o Email or SMS text messages that falsify or hide or are routed so as to falsify or hide the original sender’s address

o Email or SMS text messages that falsify any information for the purpose of defrauding the recipient

o Any harassing email or SMS text messages, whether through language, frequency, or size of messages

o Any email or SMS text message “chain letters” or other “pyramid schemes”

o Email or SMS text messages relayed without the express permission of that site, service, system or network

o Email or SMS text message volume deemed by Cyfer Tech Corp to be excessive

o Commercial or bulk email or SMS text messages containing false or misleading subject line, statements, claims, or representations

o Email or SMS text messages that violate any Laws or Regulations

o Email or SMS text messages containing forged header information including, but not limited to, any attempt to circumvent the approval process for posting to a moderated newsgroup

o Consuming excessive resources of the Services, including CPU time, memory, disk space and session time using resource-intensive programs that negatively impact other users or the performance of our Services, systems or networks

o Advertising (including, without limitation, by hosting a website), transmitting, or otherwise making available any software, program, product, or service that is designed to violate this Policy, which includes the facilitation of the means to Spam, initiation of pinging, flooding, mail-bombing, denial of service attacks, and piracy of software

o Sharing the Services’ passwords or accounts of others without their express consent

o Attempting, or facilitating any attempt (whether or not successful) to violate the security of any system, network, or service (examples of system or network security violations include, without limitation, unauthorized access to or use of data

o Collecting or facilitating collection of replies to messages that violate this policy or that would violate this Policy if they had been sent via the Services

o Sending an unsolicited advertisement to a facsimile machine or any other device capable of receiving facsimiles without the prior express consent of the recipient

o Making any call that is prohibited under the Telephone Consumer Protection Act (47 U.S.C. 227), the Telemarketing Consumer Fraud and Abuse Prevention Act (15 U.S.C. 1601-1608) or the Federal Trade Commission’s amended Telemarketing Sales Rule or that otherwise violates any Laws or Regulations

o Invading, or facilitating the invasion of, the privacy of any third party in any way

o Harvesting personal information about other users, including Internet addresses, without express consent of such users

o Gathering or using, without express consent, contact information that is made available through the Services for unwanted mass communications, whether through email, direct mail, telephone, or facsimile

o Using any software downloaded from or provided by Cyfer Tech Corp in any manner other than in accordance with the end-user license agreement accompanying the software. All such software is copyrighted by Cyfer Tech Corp.

Cyfer Tech Corp does not normally monitor the content of websites, email, news groups, or other materials created or accessible over its Services, and is not responsible for the content thereof. However, Cyfer Tech Corp reserves the right to monitor the Services, and to take any action it deems appropriate based on information discovered in connection with any such monitoring. Cyfer Tech Corp may investigate incidents involving alleged violations of this policy, may cooperate with law enforcement and other third parties, and may take any action it deems appropriate based on information discovered in such investigations. Customer acknowledges that failure by Cyfer Tech Corp to take action in response to any violation by any customer of this policy will not be deemed a waiver of Cyfer Tech Corp’s right to take action in response to any other violation of this Policy by that or any other customer.

Please report any activity in violation of this Acceptable Use Policy to: abuse@CyferTech Corpservices.com or by mail. Please be sure to include a valid return address. Where possible, please include in the complaint: 5 010114A

 The IP address used to commit the alleged violation

 The date and time of such violation

 Evidence of the violation including, if applicable, the complete text of the objectionable message, including all headers.

Please send complete messages, not excerpted parts of a message.

CYFER TECH CORP MAY, IN ITS SOLE DISCRETION, SUSPEND OR TERMINATE THE PROVISION OF THE SERVICES OR ANY PART THEREOF TO A CUSTOMER AT ANY TIME AND WITHOUT WARNING FOR ANY VIOLATION OF ANY PART OF THIS POLICY. CYFER TECH CORP MAY ALSO BRING LEGAL ACTION TO ENJOIN VIOLATIONS AND/OR COLLECT DAMAGES CAUSED BY VIOLATIONS OF ANY PART OF THIS POLICY.

Customer agrees to comply with all trade regulations and export control laws, both domestic and foreign. Devices, software, and any underlying information accessed or transferred by Customer using the Services may be subject to U.S. export controls, including the Export Administration Act (50 U.S.C. § 2401, et seq.) and the Export Administration Regulations (50 C.F.R. § 730-774), as well as the import regulations of other countries. Customer agrees not to export or re-export any devices or software to any foreign country. Any information transferred by Customer using our services to any foreign country, entity, or person must comply with the U.S. Export Administration Act and the Export Administration Regulations.

Cyfer Tech Corp offers certain voice, text, video, and data services on an unlimited basis. This policy applies to such services.

Unlimited services are intended to be used for the following traditionally limited business purposes:

 Internet browsing, non-spam email, and intranet access (including access to corporate intranets, email and individual productivity applications like customer relationship management, and sales force and field service automation)

 Live person to person calls.

Unlimited voice or data service plans cannot be used with server devices, host computer applications or other systems that drive continuous heavy traffic or data sessions. Examples of such prohibited uses include, without limitation, call centers, auto-dialers, educational institutions, mass-marketing, polling, web camera posts or broadcasts, continuous file transfers, automatic data feeds, telemetry applications, automated functions or any other machine-to-machine applications. Such sessions cannot be used as substitute for private lines or frame relay connections.

CyferTech Corp reserves the right to deny or terminate services or apply additional charges, without notice, to anyone who, in CyferTech Corp’s sole determination, uses unlimited service in any manner prohibited above, or whose use adversely impacts CyferTech Corp’s network or service levels.

Similarly, CyferTech Corp reserves the right to deny or terminate services or to apply additional charges where usage, in CyferTech Corp’s sole determination, is inconsistent with individual business use or otherwise indicates possible resale, abuse or automated use of unlimited plans.

Consistent with this Policy, the limit per month for laptop cards is five gigabytes and tethering any data-enabled handset to another device so as to utilize the data-enabled handset as a wireless modem is prohibited.

Cyfer Tech Corp provides remote support for the Services at no cost to Customer. Should Customer experience an issue related to the Services, Customer shall advise Cyfer Tech Corp and Cyfer Tech Corp will diagnose the issue.

The purpose of the diagnosis is to determine the cause of the issue. If the diagnosis indicates that the problem is due to outage or malfunction on CyferTech Corp’s part, CyferTech Corp shall take the steps necessary to resolve it in a timely manner.

Unless otherwise specifically provided, Customer agrees to arrange for support other than from Cyfer Tech Corp in the event that diagnosis indicates that the problem is not with the Services. If Customer does not have such support and Customer desires Cyfer Tech Corp’s support, Cyfer Tech Corp may charge Customer on a time and materials basis at our then‐prevailing rates for such support.

Call-center applications including, but not limited to, auto-dialers, and any use not consistent with normal business voice services are prohibited.

A charge of $.10 per call will be applied at CyferTech Corp’s sole discretion if a volume of calls does not meet the following:

 Answer/seizure ratio of 50 percent or higher

 Call duration of 30 seconds or longer

 More than one call per minute over a sustained period of time from a single telephone number.

Call Origination Information refers to the originating information included in the call header (e.g., calling party number and originating ANI). Customer shall not suppress, 6 010114A

alter, or otherwise manipulate call detail to delete, obscure, or change the Call Origination Information of any traffic delivered to CyferTech Corp.

Customer shall not permit end‐users to suppress, alter, or otherwise manipulate call detail to delete, obscure, or change the Call Origination Information of any traffic delivered to CyferTech Corp, except when consistent with industry standards for caller identification.

Customer shall indemnify, defend, and hold harmless CyferTech Corp, its affiliates, and directors, officers, employees, agents, subsidiaries, affiliates, designees, and assignees from and against any third‐party claims, demands, actions, losses, damages, assessments, fines, penalties, charges, liabilities, costs or expenses, including reasonable attorney fees, arising from Customer’s failure to provide accurate Call Origination Information.

If Call Origination Information is not available, unreadable, or malformed, CyferTech Corp or its underlying carriers may consider the call of “Indeterminate Jurisdiction” and will use the rate of $0.10 per minute for the purpose of rating the call.

If originating information is available, Cyfer Tech Corp shall use that information to determine jurisdiction (interstate or intrastate) and to assign each call the applicable rate. If originating information is not available, valid or able to be determined, Cyfer Tech Corp considers the call of “Indeterminate Jurisdiction” and assign the default Indeterminate Rate.

Customer is solely responsible for selection, implementation, and maintenance of security features for protection against unauthorized calling, and Cyfer Tech Corp shall have no liability therefore. Customer is solely responsible for payment of long distance, toll, and other charges incurred through the use of the Services. Customer shall defend, indemnify and hold harmless Cyfer Tech Corp from all claims and losses arising from fraudulent calls of any nature carried by means of the Services. Customer shall not be excused under any circumstance from paying Cyfer Tech Corp for Services provided to Customer or any portion thereof on the basis that fraudulent calls comprised a corresponding portion of the Services. In the event Cyfer Tech Corp discovers fraudulent calls being made, nothing contained herein shall prohibit Cyfer Tech Corp from taking immediate action that is reasonably necessary to prevent such calls from taking place.

By default, and to protect Customer from fraudulent call charges, Cyfer Tech Corp does not permit calling to high-cost destinations. Customer may request that this restriction be removed, in whole or in part, at any time in writing. Customer’s signature on said waiver Customer’s continuing agreement that Customer is responsible for the costs of any calls that may be made, including any associated charges.

Notwithstanding the foregoing, it is understood that Cyfer Tech Corp is under no obligation to investigate the authenticity of calls charged to Customer’s account and shall not be liable for any fraudulent calls processed by Cyfer Tech Corp and billed to Customer’s account.

Cyfer Tech Corp’s Remote Number Service shall be used for one concurrent call.

If at any time Customer connects to the Services using a service provider other than Cyfer Tech Corp (including, without limitation, cable, DSL, dedicated circuit from a third party, or wireless), Customer agrees that Customer does so at Customer’s own risk, and that Cyfer Tech Corp is not responsible for the quality of service or reliability of such connections, and that Cyfer Tech Corp does not provide support for such connections.

Unless specifically included, our setup of Services on Customer’s behalf does not include hardware, software licenses, hardware and software maintenance, or customizations as required to meet Customer’s specific requirements. Charges also do not include integration with Customer’s phone system, unless specifically provided.

Cyfer Tech Corp is not responsible for equipment or infrastructure beyond the demarcation point located at the Customer premises or equipment, infrastructure or services provided by third parties, including but not limited to analog modems, fax machines, and other communications devices, alarm circuits, PBXs or key systems voicemail systems, firewalls, databases, or software of any kind.

Customer agrees to arrange, at Customer’s expense, for any extension of the existing demarcation point within Customer’s facilities, should such extension be required for delivery of the Services.

Unless otherwise specifically provided, Customer is responsible for protecting Customer’s network and equipment from hackers, worms, viruses and other traffic from the Internet, and agrees that Cyfer Tech Corp is not liable, at law or in equity, for any damage of any kind that Customer may sustain as a result of security breaches.

Customer is responsible for providing power at Customer’s premises. Customer further agrees to provide UPS to all equipment used to deliver Services, and to ensure that Customer’s facilities are properly grounded.

In the event Cyfer Tech Corp or a provider of Third‐Party Services needs access to Customer’s site to maintain or repair or otherwise affect the Services, Customer shall cooperate in a timely manner and provide access. In the event Customer does not provide the required assistance and/or access, Cyfer Tech Corp may suspend the Services until such access has been granted. 7 010114A