APPCORE TERMS OF SERVICE AGREEMENT

Revision Date June 01, 2011

PLEASE READ CAREFULLY – THIS IS A BINDING CONTRACT

THIS APPCORE TERMS OF SERVICE AGREEMENT ("AGREEMENT") IS A BINDING AGREEMENT BETWEEN APPCORE LLC; APPCORE PVT LTD ("APPCORE") AND YOU AND, IF APPLICABLE, THE COMPANY OR OTHER LEGAL ENTITY YOU REPRESENT (COLLECTIVELY, "YOU"). THIS AGREEMENT INCORPORATES BY REFERENCE (1) THE PRIVACY NOTICE POSTED ON WWW.APPCORE.COM ("PRIVACY NOTICE"), (2) THE ACCEPTABLE USE POLICY POSTED ON WWW.APPCORE.COM ("AUP"), AS THESE POLICIES AND TERMS MAY BE MODIFIED BY APPCORE OR ITS AFFILIATES FROM TIME TO TIME.

BY CLICKING THE "ACCEPT" BUTTON OR SIGNING AN APPCORE ORDER FORM REFERENCING THIS AGREEMENT OR ACCEPTING ANY MODIFICATION TO THIS AGREEMENT IN ACCORDANCE WITH SECTION 2 BELOW, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE LEGAL ENTITY TO THIS AGREEMENT, IN WHICH CASE "YOU" SHALL MEAN SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST SELECT THE "DECLINE" BUTTON AND YOU MAY NOT USE THE SERVICES.

Cloud Computing Services

Subject to the terms of this Agreement, and contingent on Customer's satisfaction of APPCORE's credit approval requirements, APPCORE agrees to provide the web hosting services described in the Order for the fees stated in the Order.

Term

The initial service term of the Agreement shall begin on the date that APPCORE generates an e-mail message to Customer announcing the activation of the Customer's account (the 'Service Commencement Date') and shall continue for the first partial month of service plus the number of full calendar months stated in the Order (the 'Initial Term'). Upon expiration of the Initial Term, this Agreement shall automatically renew for up to three successive renewal terms of having the same number of full calendar months as the Initial Term (each a 'Renewal Term') unless APPCORE or Customer provides the other with written notice of non-renewal at least thirty (30) days prior to the expiration of the Initial Term or then-current Renewal Term, as applicable. The Initial Term and any Renewal Term may be referred to collectively in this Agreement as the 'Term.'

Payments

Fees. Fees are payable in advance on the first day of each billing cycle. Customer's billing cycle shall be monthly, beginning on the Service Commencement Date. APPCORE may require payment for the first billing cycle before beginning service. If the Order provides for credit/debit card billing, Customer authorizes APPCORE to bill subsequent fees to the credit/debit card on or after the first day of each successive billing cycle during the Term of this Agreement; otherwise APPCORE will invoice Customer via electronic mail to the Primary Customer Contact listed on the Order. Invoiced fees may be issued on or before the 1st day of each billing cycle, and the fees shall be due on the 14th day following invoice date, but in no event earlier than the first day of each billing cycle.

Customer is responsible for providing APPCORE with changes to billing information (such as credit card expiration, change in billing address) At its option, APPCORE may accrue charges to be made to a credit/debit card until such charges exceed $10.00. APPCORE may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum non-usurious rate under applicable law. APPCORE may suspend the service without notice if payment for the service is overdue. Fees not disputed within sixty (60) days of due date are conclusively deemed accurate. Customer agrees to pay APPCORE's reasonable reinstatement fee following a suspension of service for non-payment, and to pay APPCORE's reasonable costs of collection of overdue amounts, including collection agency fees, attorney fees and court costs. All credit card and billing information is transmitted using SSL encryption to secure backend servers. Full credit card details are not retained by APPCORE.

Fee Increases. APPCORE may increase its fees for services effective the first day of a Renewal Term by giving notice to Customer of the new fees at least forty five (45) days prior to the beginning of the Renewal Term, and if Customer does not give a notice of non-renewal as provided in Section 2 above, the Customer shall be deemed to have accepted the new fee for that Renewal Term and any subsequent Renewal Terms (unless the fees are increased in the same manner for a subsequent Renewal Term).

Taxes. At APPCORE's request Customer shall remit to APPCORE all sales, VAT or similar tax imposed on the provision of the services (but not in the nature of an income tax on APPCORE), regardless of whether APPCORE fails to collect the tax at the time the related services are provided.

Early Termination. Customer acknowledges that the amount of the fee for the service is based on Customer's agreement to pay the fee for the entire Initial Term, or Renewal Term, as applicable. In the event APPCORE terminates the Agreement for Customer's breach of the Agreement in accordance with Section 9 (Termination), or Customer terminates the service other than in accordance with Section 9 (Termination) for APPCORE's breach, the unpaid fees for each billing cycle remaining in the Initial Term or then-current Renewal Term, as applicable, are due on the business day following termination of the Agreement.

Refunds. All charges are non-refundable unless expressly stated otherwise, or otherwise provided by applicable law

Law and Acceptable Use Policy

Customer agrees to use the service in compliance with applicable law and APPCORE's Acceptable Use Policy posted at http://www.appcore/legal/aup (the 'AUP'), which is hereby incorporated by reference in this Agreement. Customer agrees that APPCORE may, in its reasonable commercial judgment consistent with industry standards, amend the AUP from time to time to further detail or describe reasonable restrictions and conditions on Customer's use of the Services. Amendments to the AUP are effective on the earlier of APPCORE's notice to Customer that an amendment has been made, or the first day of any Renewal Term that begins subsequent to the amendment. Customer agrees to cooperate with APPCORE's reasonable investigation of any suspected violation of the AUP. In the event of a dispute between APPCORE and Customer regarding the interpretation of the AUP, APPCORE's commercially reasonable interpretation of the AUP shall govern.

Customer Information

Customer represents and warrants to APPCORE that the information he, she or it has provided and will provide to APPCORE for purposes of establishing and maintaining the service is accurate. If Customer is an individual, Customer represents and warrants to APPCORE that he or she is at least 18 years of age. APPCORE may rely on the instructions of the person listed as the Primary Customer Contact on the Order with regard to Customer's account until Customer has provided a written notice changing the Primary Customer Contract.

Modifications to this Agreement

You agree that we may modify this Agreement or any policy or other terms referenced in this Agreement (collectively, "Additional Policies") at any time by posting a revised version of the Agreement or such Additional Policy on the Appcore.com. The revised terms shall be effective as follows: if the revised terms are for (a) any Paid Services which we are adding at the time of the revision, then the revised terms shall be effective upon posting (unless we expressly state otherwise at the time of posting); and

if the revised terms are otherwise for any then-existing Paid Services, then the revised terms shall be effective upon the earlier to occur of (a) fifteen (15) days after posting and (b) if we provide a mechanism for your immediate acceptance of the revised terms, such as a click-through confirmation or acceptance button, your acceptance.

By continuing to use or receive the Services after the effective date of any revisions to this Agreement or any Additional Policies, you agree to be bound by the revised Agreement or any revised Additional Policies. It is your responsibility to check the Appcore.com Website regularly for changes to this Agreement or the Additional Policies, as applicable. We last modified this Agreement on the date set forth at the top of this Agreement.

Indemnification

Customer agrees to indemnify and hold harmless APPCORE, APPCORE's affiliates, and each of their respective officers, directors, agents, and employees from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, punitive damages, amounts in interest, expenses and disbursements of any kind and nature whatsoever (including reasonable attorneys fees) brought by a third party under any theory of legal liability arising out of or related to the actual or alleged use of Customer's services in violation of applicable law or the AUP by Customer or any person using Customer's log on information, regardless of whether such person has been authorized to use the services by Customer.

Disclaimer of Warranties

APPCORE DOES NOT WARRANT OR REPRESENT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. TO THE EXTENT PERMITTED BY APPLICABLE LAW APPCORE DISCLAIMS ANY AND ALL WARRANTIES INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICES ARE PROVIDED ON AN 'AS IS' BASIS.

Limitation of Damages

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE OF ANY KIND, OR FOR DAMAGES THAT COULD HAVE BEEN AVOIDED BY THE USE OF REASONABLE DILIGENCE, ARISING IN CONNECTION WITH THE AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OR SHOULD BE AWARE OF THE POSSIBILIY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT TO THE CONTRARY, THE MAXIMUM AGGREGATE LIABILITY OF APPCORE AND ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, UNDER ANY THEORY OF LAW (INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND INFRINGEMENT) SHALL BE A PAYMENT OF MONEY NOT TO EXCEED THE AMOUNT PAYABLE BY CUSTOMER FOR THREE MONTHS OF SERVICE.

Suspension/Termination

Suspension of Service. Customer agrees that APPCORE may suspend services to Customer without notice and without liability if: (i) APPCORE reasonably believes that the services are being used in violation of the AUP; (ii) Customer fails to cooperate with any reasonable investigation of any suspected violation of the AUP; (iii) APPCORE reasonably believes that the suspension of service is necessary to protect its network or its other customers, or (iv) as requested by a law enforcement or regulatory agency. Customer shall pay APPCORE's reasonable reinstatement fee if service is reinstituted following a suspension of service under this subsection.

Termination. The Agreement may be terminated by Customer prior to the expiration of the Initial Term or any Renewal Term without further notice and without liability if APPCORE fails in a material way to provide the service in accordance with the terms of the Agreement and does not cure the failure within ten (10) days of Customer's written notice describing the failure in reasonable detail. The Agreement may be terminated by APPCORE prior to the expiration of the Initial Term or any Renewal Term without further notice and without liability as follows: (i) upon ten (10) days notice if Customer is overdue on the payment of any amount due under the Agreement; (ii) Customer materially violates any other provision of the Agreement, including the AUP, and fails to cure the violation within thirty (30) days of a written notice from APPCORE describing the violation in reasonable detail; (iii) upon one (1) days notice if Customer's Service is used in violation of a material term of the AUP more than once, or (iv) upon one (1) days notice if Customer violates Section 5 (Customer Information) of this Agreement. Either party may terminate this agreement upon ten (10) days advance notice if the other party admits insolvency, makes an assignment for the benefit of its creditors, files for bankruptcy or similar protection, is unable to pay debts as they become due, has a trustee or receiver appointed over all or a substantial portion of its assets, or enters into an agreement for the extension or readjustment of all or substantially all of its obligations.

Requests for Customer Information

Customer agrees that APPCORE may, without notice to Customer, (i) report to the appropriate authorities any conduct by Customer or any of Customer's customers or end users that APPCORE believes violates applicable law, and (ii) provide any information that it has about Customer or any of its customers or end users in response to a formal or informal request from a law enforcement or regulatory agency or in response to a formal request in a civil action that on its face meets the requirements for such a request.

Back Up Copy

Customer agrees to maintain a current copy of all content hosted by APPCORE notwithstanding any agreement by APPCORE to provide back up services.

Force Majeure

APPCORE shall not be in default of any obligation under the Agreement if the failure to perform the obligation is due to any event beyond APPCORE's control, including, without limitation, significant failure of a portion of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorist activity, or other events of a magnitude or type for which precautions are not generally taken in the industry.

Governing Law and Choice of Form –

For Customers in the United States: The laws of United States, the State of Iowa and the County of Polk will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Polk County, Des Moines, Iowa.

For Customers outside of the United States: The laws of Zimbabwe will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal courts in Harare, Zimbabwe notwithstanding any other clauses in this agreement.

Miscellaneous

Each party acknowledges and agrees that the other party retains exclusive ownership and rights in its trademarks, service marks, trade secrets, inventions, copyrights, and other intellectual property. Neither party may use the other party's name or trade mark without the other party's prior written consent. The parties intend for their relationship to be that of independent contractors and not a partnership, joint venture, or employer/employee. Neither party will represent itself to be agent of the other. Each party acknowledges that it has no power or authority to bind the other on any agreement and that it will not represent to any person that it has such power or authority. This Agreement may be amended only by a formal written agreement signed by both parties. The terms on Customer's purchase order or other business forms are not binding on APPCORE unless they are expressly incorporated into a formal written agreement signed by both parties. A party's failure or delay in enforcing any provision of the Agreement will not be deemed a waiver of that party's rights with respect to that provision or any other provision of the Agreement. A party's waiver of any of its right under the Agreement is not a waiver of any of its other rights with respect to a prior, contemporaneous or future occurrence, whether similar in nature or not. The captions in the Agreement are not part of the Agreement, but are for the convenience of the parties. The following provisions will survive expiration or termination of the Agreement: Fees, indemnity obligations, provisions limiting liability and disclaiming warranties, provisions regarding ownership of intellectual property, these miscellaneous provisions, and other provisions that by their nature are intended to survive termination of the Agreement. There are no third party beneficiaries to the Agreement. Neither insurers nor the customers of resellers are third party beneficiaries to the Agreement. Customer may not transfer the Agreement without APPCORE's prior written consent. APPCORE's approval for assignment is contingent on the assignee meeting APPCORE's credit approval criteria. APPCORE may assign the Agreement in whole or in part.

Service Level Agreement (SLA)

We guarantee that our data center network will be available 100% of the time in any given monthly billing period, excluding scheduled maintenance and listed exclusions.

We guarantee that data center HVAC and power will be functioning 100% of the time in any given monthly billing period, excluding scheduled maintenance. Infrastructure downtime exists when Appcore Cloud Server downtime occurs as a result of power or heat problems.

We guarantee the functioning of all Appcore Cloud Server hosts including compute, storage, and hypervisor. If an Appcore Cloud Server host fails, we guaranty that restoration or repair will be complete within four hours of problem identification.

If an Appcore Cloud Server migration is required because of Appcore Cloud Server host degradation, we will notify you at least 24 hours in advance of beginning the migration, unless we determine in our reasonable judgment, that we must begin the migration sooner to protect your Appcore Cloud Server data. Either way, we guaranty that the migration will be complete within four hours of the time that we begin the migration.

If we fail to meet a guaranty stated above, you will be eligible for a credit. Credits will be calculated as a percentage of the fees for the Appcore Cloud Server adversely affected by the failure for the current monthly billing period during which the failure occurred (to be applied at the end of the billing cycle), as follows:

Network: Five percent (5%) of the fees for each 30 minutes of network downtime, up to 100% of the fees;

Data Center Infrastructure: Five percent (5%) of fees for each 30 minutes of infrastructure downtime, up to 100% of the fees;

Appcore Cloud Server Hosts: Five percent (5%) of the fees for each additional hour of downtime, up to 100% of the fees;

Migration: Five percent (5%) of the fees for each additional hour of downtime, up to 100% of the fees.

Definitions: For purposes of this Service Level Guaranty:

"Appcore Cloud Server " means your unique virtual machine instance;

"Appcore Cloud Server fees" means the fees for your Appcore Cloud Server for the monthly billing period in which the failure occurred and includes monthly virtual machine instance and bandwidth charges;

"Appcore Cloud Server host" means the physical server which hosts your Appcore Cloud Server;

"Listed Exclusions" means Scheduled maintenance windows, announced 24 hours in advanced. Migrations scheduled 1 week in advanced and lasting up to 6 hours. Server shutdown due to account suspension. Factors outside our control, such as force major events, failure of our upstream providers or your ISP. Software running within your Appcore Cloud Server virtual servers. Actions of third parties, such as server compromises, denial of service attacks and viruses. Violations of our AUP. User activity errors.

"Data Center Network" means the portion of The Appcore Cloud network extending from the network egress point of your Appcore Cloud Server host to the outbound port of the data center border router;

"Power" includes UPSs, PDUs and cabling, but does not include the power supplies in Appcore Cloud Server hosts;

"Scheduled Maintenance" means maintenance that is announced at least ten business days in advance, and that does not exceed sixty minutes in any calendar month.

You are not entitled to a credit if you are in breach of your services agreement with any Appcore service (including your payment obligations to us) until you have cured the breach. You are not entitled to a credit if downtime would not have occurred but for your breach of your agreement with Appcore or your misuse of Appcore Cloud Server system.

To receive a credit, you must contact your the Appcore Cloud account team within thirty (30) days following the end of the downtime. You must show that your use of the Appcore Cloud Server was adversely affected in some way as a result of the downtime to be eligible for the credit.

This Service Level Guaranty is your sole and exclusive remedy for Appcore Cloud Server unavailability.

Notwithstanding anything in this Service Level Guaranty to the contrary, the maximum total credit for the monthly billing period, including all guaranties, shall not exceed 100% of your fee for that billing period. Credits that would be available but for this limitation will not be carried forward to future billing periods.

This Service Level Guaranty is part of your Agreement with Appcore along with the Terms of Service, Professional Services Agreeement and the AUP, and is subject to the terms and conditions stated in those documents.

PROFESSIONAL SERVICES AGREEMENT

(1) Retention of APPCORE. CUSTOMER will retain the services of APPCORE, and APPCORE will provide services to CUSTOMER (the "Services"), on the terms herein provided. APPCORE will furnish Services to CUSTOMER as requested by CUSTOMER, as more fully set forth in Section 6 and in Exhibit(s) attached hereto.

(2) Independent Contractor. APPCORE and CUSTOMER recognize and agree that APPCORE is an independent contractor for all purposes under this Agreement, and that therefore CUSTOMER is not required to provide APPCORE with worker's compensation or any other employee benefit applicable to CUSTOMER's employees. APPCORE shall be responsible for payment of all taxes arising out of APPCORE's activities in accordance with this Agreement, including by way of illustration and not limitation, federal and state income, social security, self employment, unemployment and disability taxes. APPCORE shall have absolute and entire charge, control, and supervision of the manner and means of performing the Services, and shall have the authority to hire and discharge its workers. APPCORE shall have no authority to act for or on behalf of the CUSTOMER.

(3) Term of Agreement. This Agreement will commence as of the date of final execution as indicated by the signatures on Order Form or Online Order at Appcore.com and will be terminable, at the earliest of: (1) thirty (30) days after written notice by either party to the other, for any reason; (2) immediately, upon notice by either part to the other, for "cause", as hereinafter defined; or (3) the completion by APPCORE, to CUSTOMER's reasonable satisfaction, of the Services. In the event of any termination of this Agreement by CUSTOMER, APPCORE shall be paid for all Services rendered through the date of termination. Neither party shall have any further obligation to the other thereafter under the terms of this Agreement or otherwise. Any notice of termination of this Agreement shall be in writing and delivered by certified mail or personal delivery.

For purposes of this Agreement, the term "cause" referenced above shall be defined as one or more of the following: gross negligence, willful and/or deliberate breach of the obligations set forth in this Agreement, or violation of any applicable statue or ordinance.

(4) Applicable Laws. The parties each warrant full compliance with all applicable laws rules, regulations, ordinances, and executive orders of any competent governmental authority. APPCORE shall give all notices and obtain, at CUSTOMER's cost, all permits and licenses which may be required by any governmental authorities in respect to the Services provided hereunder.

(5) Access to CUSTOMER's Premises. Only for the purpose of fulfilling CUSTOMER directed Professional Service and Cloud Computing Hosting work, CUSTOMER hereby grants APPCORE access to CUSTOMER's premises in order to complete the Services, on the following terms: CUSTOMER releases, indemnifies (including reasonable attorneys' fees) and holds APPCORE harmless for any loss or damage occurring to CUSTOMER's premises as a result of APPCORE's access to such premises, provided such loss or damage is not the direct result of the intentional misconduct or gross negligence of APPCORE.

(6) Compensation. The CUSTOMER will compensate APPCORE for Services as indicated below on a time and materials basis according to the Order Form based on invoices submitted to the Customer for executed effort.

(7) Expenses. CUSTOMER will reimburse APPCORE for reasonable expenses associated with APPCORE's performance of the Services. Payment for expenses necessary to begin the work is required prior to the commencement of Services. Thereafter, APPCORE will invoice the CUSTOMER for services and expenses every month. CUSTOMER will pay APPCORE upon the CUSTOMER's receipt of the APPCORE's invoice. APPCORE shall be entitled to collect interest at the rate of 1 ½ percent per month on amounts not paid with thirty (30) days of the CUSTOMER's receipt of an invoice.

(8) Intellectual Property Ownership. Although CUSTOMER owns anything specifically created or developed by APPCORE for CUSTOMER under this agreement, CUSTOMER grants to APPCORE a royalty-free non-exclusive license, to the extent it will not compete with the CUSTOMER.

(9) Proprietary Information. CUSTOMER represents and agrees that, in the event CUSTOMER, its employees, successors or assigns obtain knowledge of any trade secrets, technical know-how, privileged information or documentation, or any other intellectual or proprietary property (collectively herein "Trade Secrets") of APPCORE, its owners, employees and their licenses or agents as a result of APPCORE's performance of Services or presence on CUSTOMER's premises or otherwise, CUSTOMER warrants that such Trade Secrets shall not be disclosed, repeated, printed, use or otherwise expropriated without written permission first being obtained from APPCORE allowing for the same, and such consent may be withheld for any or no reason. If CUSTOMER learns of any unauthorized disclosure of Trade Secrets, CUSTOMER shall immediately notify APPCORE of such and shall fully cooperate with APPCORE's investigation and remedy thereof.

(10) Non-Solicitation. During the term of APPCORE's performance of services for CUSTOMER and for the period of twelve (12) months from the date of termination for any reason (the "Restricted Period"), CUSTOMER shall not, directly or indirectly, contact, solicit, or communicate with any of APPCORE's Customers or Employees for the purpose of: diverting or influencing or attempting to divert or influence any business of APPCORE to a competitor of APPCORE; or otherwise interfering in any fashion with APPCORE's Business or operations then being conducted by APPCORE.

(11) Release and Indemnity. At all times, CUSTOMER shall provide proper and sufficient safeguards against accidents, damages, or injuries or loss to persons or property happening upon or in connection with the performance of the Services. CUSTOMER does hereby RELEASE and shall DISCHARGE, INDEMNIFY, and HOLD HARMLESS APPCORE and its owners, subsidiaries, officers, directors, shareholders, employees, agents, insurers, successors and assigns (collectively herein "Indemnitees"), and at any Indemnitee's option DEFEND, from and against any and all claims, suits, losses and expenses, of whatever kind, including reasonable attorneys' fees and consequential damages (collectively herein "Liabilities"), arising or alleged to arise while on CUSTOMER's premises, or while performing contract-related work, from:

(a) any actual or alleged infringement of any patent, trademark, copyright or similar intellectual property interest;

(b) any actual or alleged deficiencies or defects in the Services, whether latent or patent;

(c) violation by CUSTOMER of any law, rule, regulation or governmental or administrative order;

(d) CUSTOMER's breach of any term of this Agreement; or

(e) any act of omission of CUSTOMER, irrespective of whether such Liability is caused, or alleged to be caused, in whole or in part by the joint, several, comparative (but not sole) negligence or breach of contract, by APPCORE.

This indemnity shall be broadly construed, shall apply to the fullest extent allowed by law, and shall apply regardless of whether it is alleged that the Indemnitees and Contractor were jointly negligent.

In the event of any suits or other proceedings, including any alternative dispute resolution proceedings, shall be brought against any one or more of Indemnitees on account of any such injury, damage, violation of law or breach of contract, CUSTOMER or its applicable insurer will pay any and all damages incurred by, and all judgment(s) and/or award(s) rendered against Indemnitees therein, and will pay on behalf of such Indemnitees any and all reasonable attorneys' fees incurred by Indemnitees as a result thereof. The rights of indemnity contained herein shall survive termination of the Contract.

(12) Resolving Disputes. If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in Harare, Zimbabwe. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit the dispute to a mutually agreed-upon arbitrator in Harare, Zimbabwe. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so. Costs of arbitration, including attorney fees, will be allocated by the arbitrator.

(13) Limited Liability. APPCORE's pricing reflects the allocation of risk and limitation of liability specified below. APPCORE's total liability to CUSTOMER under this Agreement for damages, costs, and expenses shall not exceed the compensation received by APPCORE under this Agreement. APPCORE shall remain liable for bodily injury or personal property damage resulting from grossly negligent or willful actions of APPCORE or its employees while on CUSTOMER's premises to the extent such actions or omissions were not caused or contributed to by CUSTOMER.

NEITHER PARTY TO THIS AGREEMENT SHALL BE LIABLE FOR THE OTHER'S LOST PROFITS OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF SUCH DAMAGES.

(14) Remedies. Either party's exercise of or failure to insist upon or exercise any right or remedy provided herein shall be without prejudice to the right to exercise or insist upon any other right or remedy provided herein or by law. All rights and remedies of either party shall be nonexclusive and cumulative and may be exercised singly or concurrently in that party's sole discretion.

(15) Choice of Law and Forum. The law of the State of Iowa, United States of America shall apply to any dispute arising under this Agreement, notwithstanding any state's choice of law rules to the contrary. Any lawsuit filed by either party shall be filed in any court of competent jurisdiction located in Des Moines, Iowa, United States of America.

(16) Federal holidays recognized in the country where contracted services are being provided by APPCORE will be recognized by APPCORE employees also.

(17) In order to provide the highest possible service levels achievable, Customer agrees to the following:

a) Customer will provide a generator (connected to the business electrical grid, with the constant associative fuel, and the means to turn it on and off as needed) that powers the business network, internet connectivity, computers and phone systems when there is no available grid power. It is not the responsibility of APPCORE to turn the generator on and off, provide fuel or fill the tanks. Specifications of the generator type and power needs will be provided sufficient to requirements.

b) Customer will provide contextual capacity battery back-ups with voltage regulation and voltage suppression that include soft-shut-down mechanisms enabling network, computer and phone systems to shut-down normally when there exists more power than necessary, less power than necessary, no power or any other disruptions to electrical service. The specifications for what UPS/Voltage Regulation/Suppression hardware will be provided sufficient to requirements.

c) Customer will provide a primary, secondary and tertiary operational point of contact with dynamic decision-making ability for APPCORE daily operational needs and inquiries with all-hours access. Otherwise stated, the customer will provide three points of contact with all-hours cell-phone access for on-demand decision-making and direction as requested by APPCORE.

d) Customer will provide a primary and secondary Senior Staff escalation point for APPCORE budget, expenditure and feature and/or special request questions, as well as and in particular, for the purposes of issue escalation with all-hours/all-days access via cell phone.

e) Customer will provide a repetitively scheduled, APPCORE driven, one-hour meeting per week to discuss progress, status, inhibitors and show-stoppers requiring attention by the customer. At least one customer member at the meeting must be authorized to make on-the-spot decisions;

f) Customer will provide the budget to achieve the standards of accessibility, reliability and scalability as recommended by APPCORE in recommendations and as the Customer grows in size and complexity. All recommendations will be provided in writing with associative reasoning for the Customer to decide upon. Should the Customer disagree or decline the opportunities recommended, they will be logged as "APPCORE Recommended < > on MMDDYYYY for the reasons of {1,2,3,etc.} and Customer declined on MMDDYYYY for the reasons of {1,2,3,etc.}. Should the problems or challenges in question continue arising, APPCORE will recommend the same or similar (where possible) solution pathways again thereby providing the Customer opportunity to re-consider options and choices.

g) On-time invoice payment. As the customer expects real-time service solutions, so does APPCORE expect real-time invoice payment. 2% penalties apply to invoices over 30 days due. Should invoice payments exceed 90 days over-due, APPCORE services may be minimized accordingly. Should invoice payments exceed 120 days over-due, APPCORE services will be paused entirely until outstanding balances are paid in full.

(18) Miscellaneous. In the event any portion of this Agreement is deemed by competent judicial authority to be invalid or unenforceable, it is the intent of the parties hereto that all remaining provisions of the Agreement shall remain in full force and effect. The provisions herein providing for indemnification and confidentiality shall survive termination or suspension of the Agreement. The Agreement shall not be assigned or transferred by CUSTOMER except with the prior written consent of APPCORE, and such consent may be withheld for any or no reason. The Agreement constitutes the entire agreement between APPCORE and CUSTOMER relating to the Services. The Agreement shall be amended only by writing, signed and dated by both parties hereto.