In the Appendix, this agreement includes Service Level Agreement as well as Customer Support Guidelines.

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1 FileCatalyst OnDemand User Agreement, SLA and Support Guidelines This Agreement is between Unlimi-Tech Software Inc. ("FileCatalyst") conducting business as FileCatalyst and you, ("Customer") and governs the terms of use by Customer of any or all Services offered by FileCatalyst ("Services"). Services may include hosting of FileCatalyst Software Solutions and FTP File Storage for Store and Forward purposes. In the Appendix, this agreement includes Service Level Agreement as well as Customer Support Guidelines. FileCatalyst hereby agrees to provide the Services to Customer, and Customer agrees to accept Services according to the following terms and conditions: 1. Term 1.1. This Agreement shall commence on the date Customer orders Services ("Commencement Date") and shall remain in force for the period paid for by Customer. 2. Payment of Services 2.1. Customer agrees to pay FileCatalyst all applicable fees for the Services selected by Customer Payment is due and payable in advance either monthly or annually, as selected by the Customer, and may be paid by VISA, MasterCard, or American Express credit card FileCatalyst may amend the rates and/or charges for any future server usage and/or Services at any time without notice. 3. Late Payment 3.1. At seven (7) days past due, FileCatalyst may in its sole discretion either terminate or lock Customer's account. Locked accounts will be unlocked only upon receipt of all due payments including accrued interest, plus a $ reinstatement charge. 4. Prohibition of Certain Material 4.1. Customer shall not knowingly or unknowingly store onto or transfer to FileCatalyst Servers any digital material (including pictures, video, binaries or any other content) which in the sole discretion of FileCatalyst contains: Material which violates or infringes any copyright, trademark, trade secret, patent, statutory, common law or other proprietary rights of others; Material that is libelous or slanderous; Material which actively promotes hatred, including but not limited to racism or sexism; Material which exploits children or animals in any way for gain (whether financial, sexual or otherwise); Material which promotes activities which violate any laws, such as sites which promote hacking or cracking programs; Any material which is or contains anything obscene or pornographic; or Distribution lists to be used for unsolicited electronic mail or other mass electronic mailings. 5. Modifications to Agreement and Services 5.1. FileCatalyst retains the right to modify the terms and conditions of this Agreement at any time and/or to alter the Services provided pursuant to this Agreement at any time. Customer agrees to be bound by such changes effective upon posting of the revised Agreement or notice of changes to Services on the FileCatalyst website. Customer shall review the FileCatalyst website periodically to be informed as to such changes.

2 6. IP Addresses 6.1. FileCatalyst maintains control of any and all IP numbers and addresses that may be assigned to Customer by FileCatalyst and reserves in its sole discretion the right to change or remove any and all IP numbers and addresses. 7. Right to Terminate 7.1. FileCatalyst retains the right to terminate the services being provided to Customer immediately without notice and without refund upon breach of any of the terms of this Agreement by Customer FileCatalyst may terminate this Agreement at any time by providing sixty (60) days written notice of termination to Customer. Any refund to the unused portion of the pre-paid service will be calculated from the termination date Customer may terminate this agreement at any time without refund. 8. Disruption 8.1. Customer shall ensure that its use of Services shall not disrupt FileCatalyst, its agents, service providers and/or its associated networks or equipment forming part of the systems. Customers shall not transmit any communication where the meaning of the message, or its transmission or distribution, would violate any applicable law or regulation or would likely be offensive to the recipient thereof. Use of a FileCatalyst connection in a manner that is disruptive, damaging, unlawful, offensive, or intrusive as determined by FileCatalyst in its sole discretion, shall be considered a breach of this Agreement and may result in immediate suspension or termination of Services without refund Customer shall not use the service for purposes for which it is not intended, such as file backups, or otherwise store data on the server which is not for store and forward purposes FileCatalyst retains the right to remove any files which in the sole discretion of FileCatalyst are deemed inappropriate for storage at the site FileCatalyst retains the right to terminate Customer's account at any time, move the account to another location or change the security features at any time if Customer's use of the Services poses a threat in any way to FileCatalyst Services and/or the use of those Services by other clients of FileCatalyst FileCatalyst retains the right to replace or change the equipment used for the Services at any time without notice. 9. Limitation of Liability and Indemnity 9.1. Any reference to FileCatalyst or to Customer in this section shall be deemed to include reference to the officers, directors, agents, employees, contractors and sub-contractors of FileCatalyst and Customer FileCatalyst shall not be liable to Customer, for any costs, losses, claims, causes of action or damages, including loss of profit or consequential damages, arising directly or indirectly from the use of the Services or the inability to use Services provided pursuant to this Agreement Except as expressly set forth in this Agreement FileCatalyst makes no warranties of any kind, whether express or implied, for the Services and equipment it is providing. In addition, FileCatalyst disclaims any warranty of title, merchantability, non-infringement or fitness for a particular purpose FileCatalyst security efforts are consistent with or exceed industry practice; however the Internet is not a fully secure medium and complete privacy, confidentiality and security cannot be guaranteed over the Internet. Customer acknowledges that Services may be accessed by, or disclosed to, other persons. Customer agrees that FileCatalyst shall not be responsible or liable for any costs, losses, claims, causes of action or damage, including loss of profit and consequential damages, which Customer or any other person may suffer in connection with communication of private, confidential or sensitive information through Services.

3 9.5. In the event that FileCatalyst is found to be liable to Customer for any reason whatsoever, as a result of the provision of Services pursuant to this Agreement, Customer agrees that FileCatalyst's total liability shall be limited to the amount Customer paid for the Services pursuant to this Agreement Customer agrees to defend, indemnify and hold FileCatalyst harmless from and against any and all claims, losses, liabilities and expenses (including lawyers' fees) related to or arising out of the Services provided to Customer pursuant to this Agreement, including without limitation claims made by third parties related to any false advertising claims, liability claims for products or Services sold by Customer, claims for patent, copyright or trade mark infringement, claims due to disruption or malfunction of Services provided hereunder, or claims arising out of any content submitted by Customer for publication by FileCatalyst, including any claims arising out of FileCatalyst 's default or negligence. 10. Force Majeure The parties agree that neither party shall be responsible for damages caused by failure to perform its undertakings pursuant to this Agreement when such failure is caused by an event that is beyond the parties reasonable control and which cannot be reasonably foreseen or provided against, including but not limited to earthquake, labour unrest, changes in law, regulations or government policies, riots, war, fire, flood, epidemics, or acts of God. 11. Right of Refusal FileCatalyst reserves the right to refuse Services to Customer, in the sole discretion of FileCatalyst, within thirty (30) calendar days of the Commencement Date. In the event that FileCatalyst cancels Customer's Services, FileCatalyst agrees to refund all fees paid by Customer and Customer agrees that FileCatalyst shall not be liable for any damages incurred by Customer as a result of the refusal to provide Services. 12. Severability The parties agree that should any term or provision be declared invalid, unenforceable or prohibited by law, that term or provision shall be amended to comply with the applicable laws while maintaining as nearly as possible the original intentions of the parties, provided that if such term and provision cannot be amended, then the term or provision shall be severable from the rest of the Agreement, and all of the remaining terms and provisions of the Agreement shall remain unimpaired. 13. Non-Agency Nothing contained in this Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties. 14. Notices Any notice or other communication to be provided to FileCatalyst pursuant to this Agreement shall be in writing and delivered via . In order to protect Customer from fraud and the potential for sabotage, upon receipt of an from Customer, FileCatalyst will send a request for confirmation to the Customer's address recorded in the administrative file. Valid notice shall only be deemed received by FileCatalyst when Customer replies to this confirmation . Alternatively, valid notice may be provided to FileCatalyst in writing with Customer's signature duly witnessed by a Notary Public and delivered by pre-paid mail or courier. In the case of mail, notice shall be deemed to have been given five (5) business days after mailing Notice shall be provided to FileCatalyst at: By info@filecatalyst.com By Post or Courier: Unlimi-Tech Software Inc St-Laurent Blvd. Suite 205 Ottawa, Ontario

4 K1G-3V4 Canada Upon registration, Customer is required to provide FileCatalyst with an address for contact purposes. Customer shall keep this account active or shall immediately advise FileCatalyst of a change of address so that FileCatalyst's records remain current, complete and accurate at all times. FileCatalyst shall provide notice pursuant to this Agreement to Customer at the address specified by Customer upon registration, or as updated by Customer from time to time Failure to advise FileCatalyst of any address changes may result in the immediate termination of this Agreement without notice and without refund. 15. Entirety This Agreement is the complete Agreement between FileCatalyst and Customer regarding the provision of Services. This Agreement supersedes any prior verbal or written agreements and understandings. 16. Governing Law This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario. The parties agree that any action relating to this Agreement shall be brought in Ottawa, Ontario. 17. Capacity Customer warrants and represents that Customer has the legal capacity to enter into this Agreement.

5 Appendix A Service Level Agreement (SLA) Unless otherwise specified, the servers used by FileCatalyst to provide the service will be located in a US based collocation facility and will be non redundant. (If a given server fails, a complete restore time will take a few days). The customer data stored on FileCatalyst Servers is not backed-up. We encourage the client to configure a FileCatalyst Hotfolder task to do their own backups. All service requests for any hosted service will be assigned a priority by a FileCatalyst representative. There are 7 priority levels: Severity 1 shall mean a complete server loss, where the service will have to be restored from scratch and moved to a new physical server. Severity 2 shall mean any service outage, where the fix does not require any source code changes and doesn t require changing servers. Severity 3 shall mean any service outage, where the fix will require source code changes but does not rise to the level of Severity 1,2 Severity 4 shall mean any demonstrable, reproducible error in the service that (a) causes the service to operate improperly; or (b) produces results materially different from those described in the Documentation but does not rise to the level of a Severity 1, 2 or 3. Severity 5 shall mean any demonstrable, reproducible error in the service that disables one or more nonessential functions but does not rise to the level of a Severity 4. Severity 6 shall mean a text error, cosmetic error or other error in the service that does not impact core functions. Severity 7 shall mean a configuration or end user error

6 Business Day shall mean any day when FileCatalyst office is open. Mon-Fri 9AM-5PM (EST, UTC-5 hours) excluding Statutory Holidays in Ontario, Canada. Severity Level Severity 7 Response Time for Shared Services Ticket and chat support during business hours Response Time for Dedicated Services Phone, ticket and chat support during business hours Severity 6 8 weeks 4 weeks Severity 5 20 business days 10 business days Severity 4 10 business days 5 business days Severity 3 3 business days 3 business days Severity 2 1 business days 24 hours Severity 1 3 business days 3 business days Maintenance Window The service might be down for maintenance every Friday between 5PM and 7PM EST and/or 1st Saturday of the month for up-to 8 hours (between 10AM-6PM EST)

7 Appendix B Customer Support Guidelines. Customer Support for client applications (HotFolder, Express, Command Line, SDK and Java Applets) FileCatalyst shall provide customer support (described below) to FileCatalyst clients only. This excludes all the clients of clients and any other 3rd parties. Support is provided from 9:00 am - 5:00 pm EST through , chat and phone on weekdays (except public holidays in Canada). Maintenance includes access to full upgrades and patches via electronic distribution. NOTE: Please REGISTER on the FileCatalyst support site so that we may serve you as efficiently as possible as well this will also provide you with notification of new releases. Please click on the following link: Support Service Process Upon acknowledgement, support will involve basic troubleshooting steps including: Verifying Java Runtime is installed, and is 1.5 or higher Verifying that Java Runtime Provider is either Oracle, Sun or Mac OS Runtime for Java Verifying that the OS Bit Level matches that of Java. (64-bit OS should be running 64-bit Java) Confirming that appropriate memory was allocated to the FileCatalyst Application (-xmx512m) Ensuring FileCatalyst applications are installed properly Ensuring license is installed properly Verifying passwords, basic configuration Verifying network connectivity and the basic firewall settings These steps shall be performed either over the phone guiding the end user, or by means of remote control systems such as remote desktop, VNC, WebEx or GoToMeeting. If these steps fail to resolve the issue, it shall be escalated to Tier 2 Support. In order to be escalated to Tier 2 Support, the following information must be collected from the end user and included as part the escalation request: OS on which FileCatalyst is installed, both client (HotFolder, Applet, CLI, API) side and Server side. Any other environment related info, i.e. virtualization via VMWare, etc Java version that is installed Version of FileCatalyst apps installed. Hardware configuration, including RAM, Hard Disk configuration (RAID, NAS, etc ) Available bandwidth between client and server machines (LAN, Cable, DSL, T1, T3, etc ) Average RTT between client and server (obtained by using ping command from command prompt) IP address and username/password for FileCatalyst server if accessible externally All applicable log files from Server as well as Client applications If FileCatalyst Web, what version of browser on client? What version of Tomcat on server? Failure to obtain this information may result in a delay in handling of request at the discretion of FileCatalyst. Tier 2 Support includes the collection of problem description, user information, and technical data from tier 1 support technician and entering a trouble ticket for analysis. Steps to be taken by Tier 2 support will include: Advanced network troubleshooting Firewall / NAT configuration

8 Advanced software configuration System maintenance, basic upgrades These steps shall be performed either over the phone guiding the end user, or by means of remote control systems such as remote desktop, VNC, WebEx or GoToMeeting. If these steps fail to resolve the issue, it shall be escalated to Tier 3 Support. Tier 3 Support includes analysis of problem description, technical data, steps taken by tier 2 support technician and taking the following steps to try to resolve the problem: Apply upgrades/patches and updates that are not production releases (beta builds, etc ) FileCatalyst deployment analysis (push/pull, locations involved, number of client/servers) Network topology analysis Diagnosis of potential software errors In the event that a support request is determined to be caused by a software error, it shall be categorized by FileCatalyst in accordance with the Software Error definitions (described below). Resolution for such software errors will be provided in accordance with the Software Error Response Times (described below). Assistance for Software Errors will be provided at no charge to the LICENSEE who maintains a support contract beyond the first year.

9 Software Error Definitions Severity 1 Error shall mean any demonstrable, reproducible error in the PRODUCT that (a) causes or is likely to cause data to be lost or destroyed; or (b) prevents the PRODUCT from being installed or executed on the properly configured environment. Severity 2 Error shall mean any demonstrable, reproducible error in the PRODUCT that (a) causes the PRODUCT to operate improperly; or (b) produces results materially different from those described in the Documentation but does not rise to the level of a Severity 1 Error. Severity 3 Error shall mean any demonstrable, reproducible error in the PRODUCT that disables one or more nonessential functions but does not rise to the level of a Severity 2 Error. Severity 4 Error shall mean a text error, cosmetic error or other error in the PRODUCT that does not impact product functions. FileCatalyst will use commercially reasonable efforts to accomplish the responses and fixes or workarounds contemplated below in accordance with the schedule described below. LICENSEE will provide information and reasonable assistance to FileCatalyst regarding the resolution of the PRODUCT error. Software Error Response Time FileCatalyst will first respond to PRODUCT errors with a target schedule for delivery of a fix or workaround, and then with the actual delivery of a fix or workaround. Response times shall be as of initial escalation to Software Error by Tier 3 support, not as of initial support request. Response with Schedule for Fix/Workaround Anticipated Schedule for Fix/Workaround* Severity 1 Seventy-two (72) Hours Fourteen (14) Days Severity 2 Fourteen (14) Days Thirty (30) Days Severity 3 Thirty (30) Days Sixty (60) Days Severity 4 Sixty (60) Days One Hundred Twenty (120) Days * Target schedule, subject to change depending on the nature of the error and progress of corrective efforts