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TERMS AND CONDITIONS:

Katharion provides managed anti-spam and anti-virus services to organizations. "Partner" shall include the entity, person(s), agent(s), and authorized representative(s) receiving and/or representing Katharion's services. By subscribing to and/or using Katharion's services, Partner agrees to the following terms and conditions. 1. DEFINITIONS For the purpose of this Agreement the following definitions shall apply: “Email” refers to Internet SMTP-based electronic messaging or mail; “Spam” shall mean unsolicited bulk or commercial email, also referred to commonly as junk email; “Email virus” or “virus” means malicious or malevolent computer software code that is propagated via Internet email and that can cause unwanted or harmful computer system behavior; “Internet domain” or “domain” shall refer to a domain name used for Internet email. 2. PURPOSE OF AGREEMENT Katharion provides outsourced email-related services, and Partner desires to use these services for its own domain(s) and/or for the domains of one or more of Partner’s customers. By this Agreement, Katharion hereby authorizes Partner to represent Katharion’s products and to offer such products to Partner’s customers. Partner agrees to abide by the terms and conditions of this Agreement with respect to any such referral or sale, and shall be compensated for such referrals or sales in accordance with this Agreement. 3. COMPENSATION FOR PARTNER REFERRALS OR SALES 3.1 Partner Referrals to Katharion. Partner may elect to refer one or more customers to Katharion. Katharion shall contract with and bill any such customers directly, and shall provide support directly to such customers. As compensation for such referrals, Katharion shall pay commissions equal to 15% of the first two years of Katharion’s billings to such customers. Katharion shall not be obligated to pay Partner for revenues that Katharion is unable to collect from such customers. Katharion shall compensate Partner for referrals on a quarterly basis, and shall provide Partners with documentation on fees billed and collected for customers referred by Partner. Partner understands that Katharion reserves the right to review the credit of customers referred to Katharion, and that should Katharion question the credit-worthiness of said customers Katharion may reject orders for service, or require billing terms as Katharion deems appropriate. 3.2 Partner Resale of Katharion Services. Partner may elect to resell Katharion’s services to one or more of Partner’s customers (“Resale Accounts”). In such event, Partner shall contract directly with the Resale Account(s), and Partner shall be responsible for frontline customer service, technical support, and for billing Resale Accounts. Katharion shall bill Partner based on the total number of users encompassed by Partner’s own domain(s) plus the domain(s) of Partner’s Resale Accounts. Partner shall compensate Katharion for its services to all such domains, in accordance with the attached Katharion Reseller Price List. Partner may establish billing terms and pricing to its customers at its discretion. For each Resale Account, Partner’s monthly revenues from the Katharion services shall remain the property of the Partner in perpetuity as long as the Resale Account subscribes to the Katharion service, abides by the provisions of Katharion’s Terms and Conditions, and Partner remains current on its payments to Katharion. 4. FEES FOR SERVICES 4.1 Services to Partner and Resale Accounts. Katharion shall charge Partner for services provided directly to Partner and for services to Resale Accounts on a monthly, quarterly, or annual basis, at Katharion’s discretion. Partner shall pay by credit card or on account; Katharion must approve Partner for payment on account. Katharion will prorate charges for the first month of service for Partner and its Resale Accounts, in accordance with the number of days in that month for which Katharion provides service. In the event that Partner elects to pay by credit card, Katharion shall process Partner’s credit card once per billing interval, without the need to provide documentation or notice to Partner, for the duration of this Agreement. In the event that Partner elects to pay on account, Katharion shall submit written or electronic invoices to Partner once per billing interval, for the duration of this Agreement. Fees remaining unpaid thirty days after their due date shall bear interest at the rate of 1.5% per month. Katharion shall have the right to terminate this Agreement and to cease providing any or all services to Partner and/or Partner’s customers in the event that any fees due from Partner to Katharion remain unpaid thirty days after their due date. 4.2 Services to Referred Customers. Katharion shall directly invoice customers referred to Katharion by Partner, in accordance with Katharion’s contract with such customer. Katharion shall compensate Partner for such referred customers in accordance with the terms of this Agreement. 5. ADJUSTMENT OF FEES 5.1 Changes to Number of Email Users. It is understood that Katharion’s service fees to Partner are based on the combined total number of email users at Partner’s domain and at the domains of Partner’s Resale Accounts. It is understood that the number of such users will change over the course of this agreement. Service fees for each billing interval shall be calculated based on the number of users as of the beginning of that given billing period. It is understood that in certain circumstances Katharion may rely on Client to provide an estimate of the number of actual or expected email users who will receive service from Katharion by this Agreement. Partner warrants that the number of users it specifies for Partner’s domain and for the domains of Partner’s Resale Accounts shall be reasonably accurate, and agrees to inform Katharion of changes in the total number of email users, in accordance with Partner’s billings to its customers. Katharion reserves the right to audit service usage, estimate the number of active mailboxes, and to adjust its fees to Partner if there is a significant (in Katharion’s opinion) increase in the number of email users. In the event that Katharion determines that the number of active mailboxes is in substantial excess of the number specified by Partner, Katharion reserves the right to immediately terminate its services to Partner, and to report the possible fraud or theft of service to law enforcement agencies, and to pursue all available legal remedies. 5.2 Partner Commitment Level. Katharion’s pricing to Partner shall be in accordance with Partner’s commitment level, as defined in the attached Katharion Reseller Price List. Partner’s commitment level shall be defined as the total number of Katharion users encompassed by Partner’s own domain(s) plus the domain(s) of Partner’s Resale Accounts. It is understood that Partner’s price per user may decrease over time, to the extent that Partner’s commitment level increases; however, such decrease in per-user pricing shall not be retroactive. 6. KATHARION’S RESPONSIBILITES Katharion shall implement its services via hardware and software located outside of Partner’s network. Katharion’s services will include the initial configuration of its systems for the domains covered by this Agreement, training to Partner’s designated system administrator, and ongoing administration and maintenance of Katharion’s systems. Katharion agrees to provide reasonable marketing collateral support, sales support as appropriate, and the provisioning of the Katharion service on a timely basis. Katharion shall provide Partner with reasonable technical support, via telephone or email, sufficient for Partner to perform its obligations and exercise its rights under this Agreement. 7. PARTNER’S RESPONSIBILITES 7.1 Initial Setup. To initiate the service, Partner will adjust the DNS (MX record) and/or mail server settings of domains covered under this Agreement, to allow emails for such domain(s) to pass through Katharion’s systems for detection and handling of spam and/or viruses and for other services as appropriate. If Partner does not directly control DNS and/or the mail server, Partner will be responsible for directing the person or entity that controls DNS to make such changes. Partner will provide Katharion with all required information and technical data necessary for the provisioning of Katharion’s services, and shall also provide Katharion with relevant information for Katharion’s billing purposes. 7.2 Point of Contact. Partner will designate a “system administrator” who will act as the main point of contact with/for Katharion and who will provide Katharion all necessary information for the activation and continued provisioning of the services. Partner will also assign an alternate, secondary contact in the event the main point of contact is not available. The designated system administrator and alternate contact will act as the Partner’s sole contact with Katharion for purposes of any applicable system training and/or technical support. While Katharion will use reasonable efforts to provide relevant documentation and information via its web site or to the system administrator, it is understood that certain features of Katharion may require minor configuration changes within Partner’s specific email servers or email clients, and the system administrator will be responsible for providing any necessary support to Partner’s email users. 7.3 Reconfiguration of DNS. In the event of the termination of Katharion’s services, either by Partner or by Katharion, Partner shall be responsible for adjusting the relevant DNS (MX record) and/or mail server settings such that emails for the terminated domain(s) no longer pass through Katharion’s systems. It is understood that Partner’s failure to do so in a timely fashion may cause email for the domain(s) to be lost. 7.4 Interactions with Resale Accounts. Partners shall be responsible for sales, front line customer service and technical support, and all billing to their Resale Accounts (direct customers) for the service. Partners assume full responsibility for collections from their customers, and agree to remit payment to Katharion for services delivered to their customer base as defined in this Agreement. Partners shall be responsible for interacting with Resale Accounts for securing approval to change DNS (MX record) settings for domains affected under this Agreement. 7.5. Promotion of Service. Partner will employ reasonable efforts to promote and demonstrate the Katharion service, and to communicate to Partner’s prospects and customers the value proposition of the service. 8. MARKETING COLLATERAL 8.1 Logo Usage. Subject to the terms of this Agreement, Katharion grants to Partner a worldwide, nonexclusive, nontransferable, royalty-free, personal right to use the Katharion Logo in conjunction with the Katharion service. All use of the Logo by Partner shall be in compliance with any Logo use guidelines as provided by Katharion. Partner, at its option, may provide its logo to Katharion for Katharion’s use on its web site or in other marketing materials. 8.2 Promotional Materials. Katharion may provide Partner with promotional materials to assist Partner in marketing and selling the service. Partner may add its name and logo to such materials, but shall not remove the Katharion name nor logo, nor make any other substantive changes to such materials, without Katharion’s prior consent. Katharion may, at its discretion, reference Partner in advertising and promotional materials in connection with the sale and promotion of the Katharion service or promotion of the Katharion Reseller Partner Program. 8.3 Partner Status. Partner may represent itself as a “Katharion Service Provider,” “Katharion Authorized Reseller,” or “Katharion Partner.” 8.4 URL Links. Partner, at its option, may include a link on its web site to the Katharion web site and/or to a designated URL provided by Katharion. Katharion may link from its web site to the Partner’s web site, and/or to a designated URL provided by Partner, subject to the mutual agreement of both parties. 9. EMAIL CONTENTS It is understood that Katharion is merely providing Partner with the technical means and equipment required to, on a best effort basis, identify and filter spam and/or viruses and to provide other email services as defined in this Agreement. Katharion has no control over the contents or use of the email, internal or third-party email system(s), web site or other Internet applications of Partner or Partner’s customers. Partner agrees to comply with Katharion’s policies for use of its services, including a zero-tolerance restriction against the intentional sending of unsolicited commercial email, and Katharion shall have the right to immediately cease providing any or all services to Partner in the event of a violation of these policies. Partner also agrees to comply with any and all applicable local, state, federal, or international regulations, including without limitation laws regarding unsolicited commercial email, copyright, intellectual property, obscenity, libel, and export. Katharion shall not assume responsibility for any claims that may arise directly or indirectly from the content of email addressed from, addressed to, sent by, or received by Partner, and Partner agrees to hold Katharion harmless from any and all claims arising from such content, whether by Partner, its customers, any of its employees or agents, or any third parties. This provision is understood to apply to both Partner and to Partner’s Resale Accounts. 10. SERVICE LEVEL COMMITMENT AND EXCLUSIVE REMEDY 10.1 Service Level Commitment. Katharion understands the critical nature of Internet email. In providing its services, Katharion shall take all reasonable steps to ensure that incoming email is forwarded to Partner’s systems, in accordance with the filtering options selected by Partner. Similarly, if Katharion is providing outbound email filtering for Partner, Katharion shall take customary and reasonable steps to ensure that Partner’s outgoing email is delivered to the destination server(s) through Katharion’s systems, in accordance with the filtering options selected by Partner. Katharion shall be responsible for the operational readiness of Katharion’s network, for any hardware or software provided by Katharion, and for the regular upkeep of its spam detection rule-set and virus definition files, in accordance with the services provided by this Agreement. In the event that Partner’s email is not being delivered and Katharion determines in its reasonable judgment that the problem is due solely to a Katharion system outage caused by one or more of the items managed by Katharion (as listed above), that outage will be used to calculate remedy as provided below. Unavailability of Partner's email system(s) due to misconfiguration of DNS settings, Partner’s email software or system(s), other acts of Partner, its customers or its agents, network problems outside of Katharion’s network, or events of Force Majeure shall not be deemed an outage for the purpose of this commitment and Agreement. Katharion's records and data shall be the basis for all service availability calculations and determinations. 10.2 Exclusive Remedy. As the sole remedy in the event of a Katharion system outage as described above, Katharion shall offer the following remedy to Partner. If Katharion determines that the Katharion system was unavailable for twenty (20) or more consecutive minutes during a calendar month, Katharion, upon Partner's request within five days of such event, will credit Partner's account the pro-rated charges for one (1) day of Katharion’s contracted services. Credits will not apply to charges other than the Katharion Anti-Spam and Anti-Virus Service fees, and Partner's account shall not be credited more than once per month under the stipulated Service Level Commitment. 10.3 Other Factors. Katharion shall not by virtue of its services be responsible for the maintenance or troubleshooting of issues caused by Partner’s email system(s), Partner’s DNS record, or other factors outside of Katharion’s reasonable control. In the event Katharion provides any consultative services to assist Partner in troubleshooting such issues, the remedy described above shall not apply to such consultative services. It is understood that Katharion is not obligated by this Agreement to provide such consultative services. 10.4 Partner’s Resale Accounts. In the context of this section (Service Level Commitment and Exclusive Remedy), it is understood that Partner’s emails and systems shall include those belonging to Partner’s Resale Accounts. 11. INDEMNITIES AND LIMITATION OF LIABILITY 11.1 Limitations of Service. Partner acknowledges that the techniques and technologies used for the creation and dissemination of spam and viruses are in constant evolution, and that Katharion can not and does not guarantee nor warrant that its services will detect all spam or viruses. It is further understood that Katharion’s services can not and do not extend to any spam or viruses that reach Partner’s network(s) through means other than Katharion’s systems, including but not limited to email that is sent directly to Partner’s mail server (thus bypassing Katharion’s systems), or spam or viruses introduced within Partner’s network. Partner also acknowledges that some mail may be falsely identified as spam by Katharion’s systems, and Partner shall be responsible for determining the appropriate handling of messages identified as spam. 11.2 Third-party Systems. Independent third parties may be used by Katharion to supply some of the information used in the services such as spam detection heuristics rules, blacklists and virus definitions. While Katharion will make reasonable efforts to ensure the accuracy of all such information, Katharion can not and does not make any warranty as to the accuracy of any such information. 11.3 Indemnification and Limitation of Liability. Katharion provides its services by this Agreement “as is” and cannot make any affirmation of fact or warranty with respect to the hardware and software used under this Agreement, and hereby expressly disclaims all express and implied warranties, including, without limitation, warranties of merchantability, fitness for a particular purpose, and infringement of proprietary interests. While Katharion shall make all reasonable efforts to ensure that Partner’s email is delivered as per the services’ intended functionality and options selected, that viruses and spam are detected with reasonable accuracy, and that all legitimate email (not spam nor virus) is delivered unhindered, due to the nature of Internet email Katharion cannot warrant that this will be the case at all times. Therefore, with the exception of the Service Level Commitment as described in Section 10 above, KATHARION SHALL NOT BE LIABLE FOR ANY DIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (WHETHER SUCH LIABILITY ARISES IN CONTRACT, TORT OR OTHERWISE) OF ANY KIND WHATSOEVER ARISING OUT OF OR RELATED TO THE SERVICES OR THE PARTNER’S OR THE PUBLIC’S USE OF OR INABILITY TO USE THE PARTNER’S EMAIL SYSTEM. Partner hereby agrees to defend, indemnify and hold Katharion, its successors and parents, subsidiaries and affiliates and its and their employees, officers and directors, harmless from and against any claim, loss, damage, costs or expenses (including reasonable attorney’s fees) arising out of or in any way connected with the performance of the services by this Agreement. In absolutely no event will Katharion be liable for any sum greater than the total service fees received by Katharion from Partner in the course of this Agreement. 11.4 Partner’s Resale Accounts. In the context of this section (Indemnities and Limitation of Liability), it is understood that all references to Partner shall also include any affected Resale Accounts of Partner. 12. FORCE MAJEURE While Katharion shall take all reasonable steps to ensure the availability of its services, Katharion shall not be liable for delay or failure to perform any of its obligations under this Agreement in the event of circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, or other events outside of Katharion’s reasonable control. Any such delay or failure shall not constitute a breach of this Agreement and the time for performance shall be extended by a period equivalent to that during which performance is so prevented, provided that if such delay or failure persists for more than one (1) week either party may terminate this Agreement upon written notice to the other party. 13. CONFIDENTIAL INFORMATION 13.1 Email Traffic. Katharion uses several automated software systems that evaluate email messages electronically to determine whether they are spam, virus-infected, or legitimate messages. Partner’s email (including the email of Partner’s Resale Accounts) is not normally accessed, processed, or reviewed by Katharion staff. However, to facilitate Katharion’s ongoing efforts to improve the effectiveness of its technology and systems, with Partner’s approval, Katharion may review or use any email passing through its systems, for the express goals of (a) monitoring the effectiveness of its service, (b) using messages as sample data for the training of Katharion’s artificial-intelligence engine and/or improvement of the spam definition rules, or (c) providing technical support. It is understood that in all cases, Partner’s email shall be deemed as Confidential Information. 13.2 Katharion Trade Secrets. It is understood that Partner may have access to information pertaining to Katharion’s marketing or sales strategies, pricing, intellectual property, systems configuration details, software, processes, and trade secrets that may be revealed or inferred through the provisioning of the services. Such information shall also be deemed as Confidential Information. 13.3 Treatment of Confidential Information. Neither party will disclose any Confidential Information of the other party to any third parties, except to those employees, consultants and agents who are required to have the information in order to perform their responsibilities as outlined in this section. Each party shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other party, with the same degree of care that such party uses to protect its own most highly Confidential Information. Notwithstanding the foregoing, the restrictions on disclosure of Confidential Information do not extend to any item of information which (a) is or becomes publicly known without breach of this Agreement, (b) is lawfully received by the receiving party from a third party not bound in a confidential relationship to the disclosing party, (c) is published or otherwise made known to the public by the disclosing party, or (d) was generated independently by the receiving party or any of its affiliates. In the event that either party or its respective directors, officers, employees, consultants or agents is required pursuant to the order or requirement of a court, administrative agency, or other governmental body to disclose any Confidential Information of the other party, the party required to do so shall disclose only that portion of the Confidential Information which such party’s legal counsel advises that it is legally required to disclose. 14. TERMINATION OF AGREEMENT 14.1 Duration of Agreement. This Agreement shall remain in full force and effect for one year, unless it is terminated in accordance with the provisions of this Agreement. At the conclusion of one year, this Agreement will automatically renew for successive one (1) year terms unless either Party gives written notice to the other Party at least thirty (30) days prior to the expiration of the then-current term of its intent not to renew. 14.2 Survivability of Commissions. In the event this Agreement is terminated, Katharion shall remain obligated to compensate Partner for customers referred to Katharion by Partner (as described in section 3.1, Partner Referrals to Katharion, of this Agreement). 14.3 Responsibilities Upon Termination. Partner acknowledges that upon termination of Katharion’s service, Partner must adjust affected DNS (MX record) and/or mail server settings such that emails to and/or from Partner’s domain(s) no longer pass through Katharion’s systems. It is understood that Partner’s failure to do so in a timely fashion may cause email for the domain(s) to be lost. 15. RELATIONSHIP OF PARTIES 15.1 Nature of Relationship. Each party to this Agreement is an independent entity, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party shall have the authority to make or accept any offers or representations on the other party’s behalf. Neither party shall have any right to obligate the other party in any manner whatsoever beyond the delivery and support of the Katharion service and nothing herein shall give, or is intended to give, any rights of any kind to any third parties. 15.2 Representations. Neither party may make any representations concerning the other party, except as correctly represented by the other party in its documentation, writings or other marketing or communications materials. Neither party shall engage in any illegal, deceptive, misleading, unethical or improper acts or practices in performing its duties under this Agreement. 15.3 Publicity and Press Releases. Neither party shall originate any publicity, news release, or other public announcement relating to this Agreement without the prior approval of the other party, which will not be unreasonably withheld, delayed, or conditioned. 15.4 Undertaking not to compete. Without the prior written authorization of Katharion, Partner shall not manufacture or distribute any products or services that are in direct competition with Katharion’s managed email security services, for the term of this Agreement. 15.5 Non-Solicitation of Customers. Katharion shall not solicit or attempt to solicit the business of Partner’s Resale Accounts, for any products or services, without Partner’s prior written consent. Partner agrees that it shall not, during the term of this Agreement, directly or indirectly try to persuade any Katharion customer to discontinue using Katharion’s services, without providing Katharion with thirty (30) days prior written notice of its intention to do so. Such notice should include an explanation of why Partner is choosing to influence customer to discontinue use of service. 15.6 Non-Solicitation of Employees. Neither party shall solicit, employ, or otherwise engage an employee or contractor of the other party during that individual’s employment with the other party, and for a period of six (6) months following any termination of the particular employee’s employment with the other party. Should a party violate this provision, the violating party agrees to pay the other party, as damages for the violation, two hundred percent (200%) of the former employee’s total compensation in the past twelve months with the non-violating party. 16. MISCELLANEOUS 16.1 Settlement of Disputes. The parties shall try to settle any dispute arising out of or in connection with this Agreement by mutual accord. In the case of continuing disagreement, both parties agree to submit to binding arbitration according to the rules of the American Arbitration Association as the sole remedy for such dispute. In such instance, the prevailing party shall be entitled to reasonable attorney’s fees and the costs of that arbitration. 16.2 Provisions of Agreement. If any provision of this Agreement is held invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach. Non-enforcement or waiver of any section of this Agreement does not constitute consent or continuing waiver. 16.3 Complete Agreement. This Agreement shall constitute the complete statement of the terms and conditions between Katharion and Partner regarding Katharion’s services, and shall supersede all prior arrangements, written or verbal, between the parties regarding this matter. 16.4 Other Terms. The validity of this Agreement and the interpretation of all of its provisions shall be governed by the laws of the state of California, and may be amended only by written instrument signed by both parties.

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