1. Date Of Service – The date for the billings for Service to begin (the “Billing Date”) shall be the date on which Customer’s server is installed in the colocation rack at Neutron’s Spokane data center facility. Notwithstanding the foregoing, the date shall not be later than 30 days from the above date of this Agreement. Unless otherwise stated, if 30 days after the date of this Agreement the Service has not commenced through no fault of the Customer, Customer may terminate the Service with no penalty, but shall be liable for any hardware sales that have been made by NEUTRON and received by Customer. NEUTRON almost always is able to deliver Service on or near the date requested but NEUTRON is not liable for loss of business by Customer in the event of a delay in initiation of Service.

2. Term – While effective when signed, the term of this Agreement for Service (the “Term”) shall commence on the Billing Date and shall continue for the Term(s) specified on the first page of this Agreement. Unless otherwise agreed, at the end of the Term, this Agreement shall continue on a month-to-month basis at the then current month-to-month rate until terminated by either party by giving not less than 30 days prior written notice to the other party.

3. Payment and Billing – Customer agrees to pay when due for Service(s) at rates set out in this Agreement. The due date is the Billing Date. For all payments received more than 30 days after the Billing Date NEUTRON reserves the right to assess a late fee equal to 1.5% of the amount due. Any over billing errors must be reported to NEUTRON within 90 days of the error, and adjustments or refunds to Customer for errors over 90 days will not be made. Customer’s equipment can not be removed by the Customer until full payment is made on any amount that is due and unpaid. If the Customer fails to pay the amount due within 60 days of the Billing Date the Service may be suspended or terminated at SWIFT’s option. If a billing is not paid for a longer period of time, Customer’s equipment can be sold by NEUTRON at auction and the proceeds applied to the outstanding balance. NEUTRON will invoice You for any governmental taxes or fees it believes are applicable to Your services. If You fail to pay any such taxes/fees that are properly billed to You, You are solely responsible for payment of any such taxes/fees and penalties or interest. You agree that if there is any tax or fee payable by You, but which is to be collected by NEUTRON which NEUTRON does not collect for any reason, upon assessment thereof by the applicable taxing agency, and demand by SWIFT, You will immediately remit the same to NEUTRON or the agency, as directed by NEUNTRON, even if such assessment arises after the termination of Your service.

4. Equipment – Customer will use NEUTRON approved equipment unless otherwise agreed by NEUTRON. NEUTRON provides no guarantees or warrantees for hardware and software products beyond that offered by the manufacturer. NEUTRON is not responsible for insuring, troubleshooting, diagnosing or repairing Customer provided/managed equipment unless this Agreement provides for managed monitoring services. You agree to provide adequate insurance to protect Your equipment from all events or persons which may damage such equipment. You are responsible for parties that You allow access to Your equipment or NEUTRON provided equipment. In no case shall NEUTRON be liable for consequential or special damages suffered by Customer due to damage, loss or failure of Customer equipment for any reason.

5. Network Security and Access –NEUTRON may assist in network security breach detection or identification, but shall not be liable for any inability, failure or mistake in doing so. The Internet is not a secure network. Confidential or sensitive information should not be transmitted over the Internet without encryption. NEUTRON is not responsible for loss or theft of information transmitted over the Internet.

Customer shall be assigned one key and/or key card to allow access to its equipment in the collocation facility. A $35 will be charged for each additional key or card issued to Customer and/or its employees or agents. Customer is responsible for promptly notifying NEUTRON if any key or card is reassigned, providing NEUTRON with the new key/cardholder’s name, contact information and a signed Data Center Access list.

6. Service Usage Restrictions – The Service may not be used in violation of any generally accepted Internet or community standards or any laws or regulations of applicable governmental units. Actions such as misuse of copyrighted or protected materials, use of the Service for defamatory, threatening or obscene purposes, and the mass distribution of any unsolicited message to users of the Internet is prohibited. Any such violations may be grounds for termination of the Service and the collection of applicable damages suffered by NEUTRON.

7. Service Credits – NEUTRON’s colocation services have historically been extremely reliable. In the event of a service interruption for a full calendar day, NEUTRON will provide three additional days of Service at the end of the stated term for each day Customer experiences this problem. This is the sole remedy available to Customer for Service disputes. A “service interruption” for this purpose does not include periods when all or part of the network is unavailable due to (i) scheduled network normal maintenance (with at least 24 hours advance notice to Customer), (ii) failure or malfunction of equipment, applications or systems not owned or not controlled by NEUTRON or its 3rd party providers, (iii) malfunction or inappropriate engineering of Customer’s network, applications, equipment, or facilities, (iv) negligence and acts or omissions of Customer, Customer’s customer, employees, contractors or agents or its end users, or (v) circumstances or causes beyond the control of NEUTRON or its third party providers, including but not limited to fire, flood, severe storms, earthquake, volcanic eruption, or acts of war or terrorism. Customer must give NEUTRON notice of any such service interruption or claim for service credits within 30 days of the event related to the claim. Unless the service interruption is caused by failure of NEUTRON’s internal system, no credit can be issued for the time prior to the Customer giving NEUTRON notice of the problem

10. Termination – If Customer terminates this Agreement at any time after signing and before the end of the agreed Term, or this Agreement is terminated by NEUTRON based on a breach of the Agreement by Customer as outlined herein, Customer will forfeit and be liable for any amounts discounted for the Service and will be liable for an early termination fee. Cancellation by Customer requires 30 days notice in advance and must go to NEUTRON’s billing agent at [email protected] . Cancellation will be effective thirty days after notice of cancellation is received by NEUTRON. If Customer cancels the service in less than the Term specified above, the Customer agrees to pay the Early Termination Fee specified above, or the balance of the remaining payments under this Agreement if (a) no disconnection fee is specified or (b) the balance is less than the specified termination fee. For certain special circumstances a lower or no termination fee may be charged at NEUTRON’s discretion. Customer is responsible for verifying that the cancellation was processed and they are no longer being billed for service. This Agreement may be terminated by either party in the event the other party breaches a material term or condition of this Agreement and fails to cure said breach within 10 days from receipt of written notice from the non-breaching party. In addition, NEUTRON may terminate this Agreement immediately in the event that Customer (a) is more than ten days past due in paying any amounts due to NEUTRON, (b) files or initiates proceedings or has proceedings filed or initiated against it, seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law, or (c) Customer fails to comply with NEUTRON usage restrictions or other terms and conditions of NEUTRON’s Network Abuse Policies. Termination of Service and payment of the early termination fee does not relieve Customer from the obligation to pay any unpaid amounts owed under this Agreement for past Services rendered by NEUTRON and will not result in any refund to Customer for periods prior to termination.

11. LIABILITY – NEUTRON PROVIDES SERVICES “AS IS” AND WITHOUT ANY WARRANTY, EXPRESS, IMPLIED OR STATUTORY. NEUTRON SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT FOR THE SERVICES AS PROVIDED. NEUTRON FURTHER DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR. NEUTRONSHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST DATA OR LOST PROFITS OR REVENUES, REGARDLESS OF THE FORESEEABILITY THEREOF, OCCASIONED BY NEUTRON’S ACTIONS OR INABILITY TO PERFORM ITS OBLIGATIONS HEREUNDER OR ARISING FROM SOFTWARE OR HARDWARE MALFUNCTIONS. IN NO EVENT SHALL NEUTRON’S AGGREGATE LIABILITY TO A CUSTOMER UNDER THIS AGREEMENT OR OTHER CONTRACT, FOR INDEMNITY, CONTRIBUTION, BREACH OF STATUTORY DUTY, CONTRACT CLAIMS, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OR TORT, EXCEED $200. THE EXISTENCE OF ONE OR MORE CLAIMS SHALL NOT ENLARGE THIS LIMITATION. CUSTOMER ACKNOWLEDGES THAT IT IS ITS RESPONSIBILITY TO BACK UP ALL DATA AND CODE ON ITS SERVERS.

12. Indemnification – Each party shall be indemnified and held harmless by the other against claims of any third party for damages, losses, or injuries arising out of the negligent or willful act or omission of the other party or its agents, servants, employees, contractors or representatives. Customer agrees to indemnify NEUTRON for any claims that may arise as a result of Customer equipment located in NEUTRON facilities.

13. Notices – Notification to either party to this Agreement will be sufficient when emailed to the other party (if to NEUTRON, to [email protected]) or if mailed to the other party’s address set forth herein and deposited in the United States Mail, first class, with postage prepaid. Such address may change by a written notice providing the new address to which notification is to be made. NEUTRON reserves the right to contact Customer via e-mail, telephone or any other means, for all product offerings, Service changes, billing alterations, newsletters, questions and any other pertinent information, needs or offerings. NEUTRON does not sell or provide Customers information to third parties other than as required of it by law or legal process.

14. Extended Power Outages – In the event of an extended loss of electrical power at NEUTRON’s data center due to an Act of God, NEUTRON may pass on a portion of the cost of the fuel to run its electrical generators during such an electrical outage to its data center customers as an emergency fuel surcharge. The emergency fuel surcharge may be reasonably allocated by NEUTRON to colocation customers based upon their percentage of data center usage. Power outages totaling less than two hours in any month will incur no emergency fuel surcharge.

15. General Terms – This Agreement may be modified only in a writing signed by authorized representatives of both parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors. Because of credit considerations and other constraints Customer may not assign this Agreement without the prior written consent of NEUTRON. The waiver or failure by either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of that right in the future or of any other right under this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force and effect. Neither party shall have the right to use the other’s name, trademark or trade name without the prior written consent of the other party. This Agreement and the Data Center Access Agreement, represents the complete agreement and understanding of the parties with respect to the subject matter herein and supersedes any other agreements or representations. In the event of any conflict arising between Customer’s purchase order terms and this Agreement, this Agreement shall take precedence. In the event of a dispute under this Agreement, the prevailing party is entitled to recover its expenses, including reasonable attorneys’ fees. NEUTRON shall be entitled to recover its collection costs from Customer, including reasonable attorney’s fees for non-payment of sums owed under this Agreement. The substantive law of the State of Washington shall govern this Agreement. Nothing contained in this Agreement, express or implied, shall be deemed to confer any rights or remedies upon, nor obligate any of the parties hereto to, any person or entity other than the parties to this Agreement, unless so stated to the contrary. A digital or electronic signature to this Agreement shall be as valid as a physical signature. Customer acknowledges that it may be necessary for NEUTRON to relocate its server(s) to another rack in its Data Center, and that this will be done with prior notice to Customer and in such a manner as to minimize any service interruption.