End User Agreement

1.myproclose Inc. is a Florida corporation located at 7 Fairbanks Street, Saint Augustine, FL, or at any other address as may be announced in the future, which operates under the fictitious name of myproclose, Inc. which name is filed and registered with the Secretary of the State of Florida. "myproclose" is a federally registered trademark with the Principal Register of the United States Office Of Patents and Trademarks and all rights are reserved.

2.MYPROCLOSE PROVIDES ELECTRONIC HOSTING SERVICES TO ITS CUSTOMERS WHICH INCLUDES BUT IS NOT LIMITED TO, REMOTE DESKTOP COMPUTING, SOFTWARE HOSTING, DIGITAL PHONE AND FAX SERVICE, TOLL FREE TELEPHONE SERVICES, PDF CREATION AND EDITING, CORPORATE E-MAIL HOSTING, CENTRAL DATA STORAGE, AND THE ABILITY TO SHARE ELECTRONIC FILES BETWEEN DESIGNATED USERS. THESE SERVICES SHALL BE INDIVIDUALLY OR COLLECTIVELY REFERRED TO THROUGHOUT THIS AGREEMENT AS THE “MYPROCLOSE SYSTEM.”

3.Definitions: The following definitions will apply to this “End User Agreement” (EUA):

A.“Customer” – Any corporation, partnership, independent contractor, individual or other legal entity which completes the myproclose Registration process to have a Customer account assigned to it under which its Administrators and Users may use the services of the myproclose system. All Customers must provide valid credit card information and will be ultimately responsible for all charges incurred by its designated Administrators and Users operating under the Customer's account.

B.“Administrator” – the representative designated by the Customer as the individual permitted to legally bind the Customer to this EUA, who has the responsibility for compliance with the terms of the EUA on behalf of the Customer, and who will be provided with certain Administrator rights with regard to the Customer's account data and software hosted on the myproclose system.

C.“User” – Any individual designated by the Customer as an authorized User of the myproclose's system under the Customer's account who is also bound by the terms of this EUA. The Customer's Administrator will have access to all User information on the myproclose system under Customer's account.

D.“Payer” – Any Customer, Administrator or User who identifies him or herself as accepting payment responsibility for requested access to the myproclose system and provides valid credit card information for such payments. Customers, through authorization of their Administrators, may be Payers for their designated Administrators or Users operating under the Customer's account, or Users under a Customer's account may be direct Payers to myproclose for their individual access. In any event, Customers have ultimate financial responsibility for all Administrators and Users operating under the Customer's account.

E.“Third Party Customers” – Any Customer of the myproclose system who has provided myproclose with written authorization to make specified data under its Customer Account available to another Customer's Administrator or Users. Third Party Customers remain financially responsible for their own Customer accounts.

4.This End User Administrator Agreement (“EUA”) is between myproclose and its Customers, Administrators and Users. By checking the “I am an authorized Customer Administrator / Customer User and I Accept the Terms of this End User Agreement” box below, the Customer, Administrator or User acknowledges that he or she has carefully read, understands, has accepted, and agrees to all of the terms and conditions contained in this EUA without restriction or limitation. If the Customer Administrator or User does not agree to, or cannot comply with all of the terms and conditions of this EUA, the Administrator or User is directed to discontinue the registration process and will not be issued a username and password to access or use the myproclose system. Furthermore, any use, registration, membership or services subscription by a Customer Administrator or User for use of the myproclose system is contingent upon acceptance and compliance with all provisions of this EUA by the Customer, its Administrator and its Users. Any rejection by the Customer, its Administrator or User, in whole or in part of any part of this EUA shall be grounds for myproclose to immediately terminate the Customer, its Administrator's or User 's access to the myproclose system.

5.Customer Administrator or User acknowledges that the myproclose system is a proprietary system and that myproclose is providing the Customer Administrator or User with non-exclusive rights to use the myproclose system for authorized purposes. Any use of the myproclose system by a Customer Administrator or User which is not authorized by myproclose may result in the suspension of access/services or the termination of access services by myproclose, or legal action as deemed necessary by myproclose or its counsel.

6.Customer Administrator or User acknowledges that in the course of using the myproclose system, it may become aware intentionally or unintentionally of proprietary and confidential information of myproclose and it agrees to maintain the confidentiality of such information and not sell, license, publish, display, distribute, redistribute, disclose, reverse engineer or otherwise make available this information to any third party without the prior written consent of myproclose.

7.Customer Administrator or User agrees that it may not use, copy, modify or transfer the myproclose system, its methods, designs, trademarks, copyrights, patents or software or any derivative of the myproclose system in whole or in part, or grant any rights in the myproclose system to anyone else except as expressly provided in this EUA. All rights not expressly granted by myproclose to the Customer or its Administrator(s) or User(s) are reserved by myproclose.

8.All Customers, Administrators or Users who have identified themselves as “Payers” agree to pay the applicable monthly subscription fee and all charges for additional services (fax, outgoing telephone calls, and toll free telephone numbers) incurred by Payer as agreed to between the Payer and myproclose, and to effect such payment, Payer authorizes myproclose to automatically charge its credit card on a monthly basis. Payer agrees that its completion of the Registration process and provision of the credit card information is equivalent to an electronic signature on behalf of the Payer and shall be binding on the Payer. Payer agrees to provide and maintain current and valid credit card information on file with myproclose, and pay its monthly charges on time. Payer understands that the lack of timely payment, or the discontinuation of payment may result in myproclose charging a late fee of 1% per month and/or terminating the Payer's access to any software or services contained within the myproclose system, and the Payer's data may be purged from the system; this includes termination of access to third party software for which the Customer, Administrator or User has purchased a license or licenses, but which resides on the myproclose system. No monthly fees will be refunded to any Payers who cancel their subscription with myproclose. If a Payer wishes to re-register at a later date after termination of monthly services, the Payer will be considered a new Customer, Administrator or User and the Payer must complete the registration process again, and any and all fees paid in the first subscription will not be applicable to the new subscription. Any third party software licenses must also be brought current. Notwithstanding Payers' agreement to pay under this provision, if Payer is a User operating under a Customer Account, Customer will be ultimately responsible for all payments which are owed but not paid by Payer.

9.If a Payer is an individual Administrator or User operating under a Customer's account, Payer acknowledges that myproclose will consider all data, information and software under the Customer's account to be the property of the Customer regardless of Payer's financial responsibility for the use of the myproclose system. If Payer terminates his or her relationship with Customer and if directed by Customer, myproclose will terminate Payer's access to all data, information and software under the Customer's account.

10.If Customer through its Administrator authorizes myproclose to permit the Administrator of another myproclose customer to have access to some or all of Customer's information, including User information, under Customer's account, Customer will be considered by myproclose to also be a “Third Party Customer” as defined above, and Customer agrees that it will not hold myproclose liable for any injury or damages Customer suffers due to the permitted information and data access by the other customer.

11.If Customer has been designated by a Third Party Customer as authorized to have access to some or all of the Third Party Customer's information on the myproclose system, Customer acknowledges that myproclose will consider the Third Party Customer as having possession and control of the Third Party Customer's information and myproclose will comply with the Third Party Customer's directions with regard to the Third Party Customer's information, including but not limited to Customer's, or any other myproclose customer's right to access such information. Customer will not hold myproclose responsible or liable for following such direction, nor will following such direction provide Customer with a basis to terminate its current subscription or seek any reimbursement of Customer's subscription fee.

12.Customer Administrator or User agrees that if Customer uses third party software or hardware hosted by myproclose for the Customer Administrator's or User's use, including but not limited to POINTTM by CALYX�, TERMINAL SERVERTM by Microsoft� or any other software or hardware provided or purchased through the myproclose system now or in the future), the Customer is responsible for obtaining the legally required number of user licenses for that software or hardware, maintaining each necessary license as current, and complying with the terms of each such license. The Customer, its Administrator or User agree that they will abide by all third party software or hardware licensing agreements as if the agreements were incorporated into and a part of this EUA. myproclose does not warrant or guarantee any level of function or performance of such third party software or hardware whatsoever.

13.Customer Administrator or User agrees that all passwords issued to the Administrator and authorized Users are individual specific. Therefore, if a Customer's authorized Administrator or User becomes no longer authorized (i.e. employment separation), Customer will advise myproclose of the change and myproclose will terminate the Administrator's or User's access and de-activate the Administrator's or User's assigned password. If the individual Administrator or User is replaced, or the Customer adds a new Administrator or User, Customer will request from myproclose the issuance of a new password. Customer's passwords may not be shared or transferred among Customer's Users or Administrators, and such occurrences can be grounds for the termination of service. Although an Administrator or User operating under a Customer's account may be terminated from accessing the myproclose system, if the Customer identifies a replacement Administrator or User to myproclose, the new Administrator or User must go through the registration process and be assigned a new password, but may operate under any subscriptions under the Customer's account that had been applicable to the former Administrator or User.

14.Customer, its Administrator and its Users will not divulge or share its access to the myproclose system with any unauthorized users at any time, or permit any unauthorized user to use the Customer's Administrator's or User's assigned passwords for any purpose whatsoever. A breach of this provision by the Customer Administrator or User is a material breach of this Agreement warranting immediate cessation of Customer's access to and use of the myproclose system.

15.Customer, Administrator, or User agree to access and use the myproclose system only within the boundaries of its intended use and for performing duties on behalf of the Customer in the Customer's ordinary course of business. Customer, its Administrators and Users warrant that they will not use the myproclose system for any illegal, illicit or offensive activities, and that Customer will enforce its policies and procedures regarding appropriate access and use by its Administrators and Users. Examples of unlawful, illicit and objectionable activities include, but are not limited to the following:

A.Downloading or uploading software for which the user has not obtained licensing or permission from the owner of the software;

B.Uploading or transmitting any harassing, threatening, embarrassing, lewd, libelous or otherwise unlawful or objectionable material of any kind;

C.Spamming, posting or transmitting any unsolicited advertising or promotional materials, mass solicitation, or other activity in violation of the CAN-SPAM (Controlling the Assault of Non-Solicited Pornography and Marketing) Act of 2003;

D.Uploading, downloading or transmitting any information, data, text files, links or other materials which are not the property of the Customer, or without proper authorization, or which infringe on any patent, trademark, copyright, trade secret or other proprietary rights of myproclose or any third party;

E.Attempting to compromise the security or integrity of myproclose system, or using the myproclose system to attempt to compromise the security or integrity of any computer or electronic system of any third party;

F.Sharing of the security codes, passwords or logins to the myproclose system with any unauthorized users;

G.Maliciously faxing via the myproclose system to no-fax numbers to harass others, or sending unsolicited broadcast faxes to third parties.

16.If myproclose has any fines, fees or charges levied upon it due to the Customer's or its Administrator's or User's illegal or unauthorized use of the myproclose system, or due to Customer's failure to maintain a current license for the third party software or hardware hosted by myproclose for the Customer, Customer agrees that it is responsible for those fines, fees or charges and Customer authorizes myproclose to charge Customer's current credit card in myproclose's billing files for those fines, fees or charges.

17.The customer agrees to indemnify myproclose for any damages or liability resulting from the Customer's, its Administrator's or User's use or misuse of the myproclose system.

18.The Customer, Administrator or User acknowledges that myproclose may elect to terminate their authorization to access or use the myproclose system or any of its components at any time with or without notice for any violation of any provision of this EUA. Furthermore, the Customer, its Administrator or User authorizes myproclose to notify any other Customer, including Third Party Customers, of the cessation of Customer's subscription if myproclose deems it necessary.

19.myproclose will act in good faith to provide all of the services to which the Customer has subscribed to during regular business hours (Monday – Saturday 6:00 a.m. – 7:00 p.m. and Sunday 6:00 a.m. – 4:00 p.m.), but in no case does myproclose guarantee any level of service, uptime or usability whatsoever. The Customer, its Administrators and Users agree to use the myproclose system without warranty, neither expressed nor implied, and accepts the same “as is” with all faults or defects that exist or may occur. Any amount of downtime of the myproclose system or the Customer's Administrator's or User's access to the system will not be a material breach or default of any part of this EUA by myproclose, and Customer, its Administrators or Users shall not hold myproclose liable for any damages arising out of or relating to downtime, interrupted service, or defective or failed services, including but not limited to lost business, lost revenue, lost customers, loss of data, loss of profits or savings, damage to equipment, or any other type of economic or loss or damage caused by, or directly or indirectly linked to service outages, defects or failures. The maximum amount of any loss that myproclose may incur for such downtime, interrupted service, or defective or failed services, is limited to instances where interruption of service is greater than 3 full business days for which myproclose will return the subscription dues to the Payer equal to the amount of time the Customer Administrator's or User's access to the myproclose system was interrupted.

20.The myproclose system uses encryption technology that may be controlled for export by the U.S. Government. For more information on the U.S. Export Administration Regulations, please see 15 C.F.R. Parts 730-774, and the Bureau of Expert Administration at www.bxa.doc.gov. Before using this site, the Customer, its Administrators and Users must certify, and hereby do certify that this Technology may be subject to export controls under the Export Administration Regulations, the Customer, its Administrators and Users are not located in an ineligible destination country under U.S. Sanctions Regulations (currently including Taliban-Controlled areas of Afghanistan, Cuba, Iran, Iraq, Libya, North Korea, Serbia (except Kosovo), Sudan and Syria; and the Customer and its Users are not a “Denied Party,” “Specially Designated National,” or other person or entity prohibited from receiving exports by U.S. law.

21.By agreeing to this EUA, Customer and its Administrators and Users agree that all disputes arising out of their use of the myproclose system and software are subject to binding arbitration.

22.For all disputes between Customer, its Administrators or Users and myproclose arising under this EUA, or myproclose's provision of services to Customer or its Administrators or Users, each party will be responsible for its or their own attorneys' fees regardless of the outcome of the dispute.

23.This EUA is not for any specific length or term and is considered to be “at will” and terminable by either party at any time.

24.This document constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof and supersedes all other communications, whether written or oral. This document and the Customer's, Administrator's or User's indication of acceptance shall be considered a signed original document with authenticated signature admissible into evidence unless the document's authenticity is genuinely placed in question. This Agreement may be modified or amended only by a writing signed by Customer's Administrator or User and an authorized myproclose representative. Any provision found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Waiver of any provisions hereof in one instance shall not preclude the enforcement of it on future occasions. The laws of the state of Florida shall govern legal jurisdiction presiding over the enforcement of this or any other agreement of myproclose. Venue shall be that of Duval or St. Johns County, Florida.

Accordingly, I, the authorized Customer Administrator or User agree to ALL the terms and conditions of this EUA and further agree to be bound by this Agreement without my physical signature. I also state that if I have been identified by the Customer as its Administrator, I am authorized to bind the Customer and I have read and understand this entire Agreement and that no other agreements that have been entered into prior to this Agreement that would prevent me from complying hereto.