Terms of Use Agreement

VANILLASOFT TERMS OF USE:

BY LOGGING IN TO VANILLASOFT AS A CUSTOMER OR AS A TRIAL USER AND HAVING AN ACCOUNT WITH VANILLASOFT, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF VANILLASOFT'S ONLINE SERVICE (THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE.

As part of the Service, VanillaSoft will provide you with use of the
Service, including a browser interface and data encryption,
transmission, access and storage. Your registration for, or use of, the
Service shall be deemed to be your agreement to abide by this Agreement
including any materials available on the VanillaSoft website
incorporated by reference herein, including but not limited to
VanillaSoft's privacy and security policies. For reference, a
Definitions section is included at the end of this Agreement.

The Service is offered in several vertical market specific editions:

In addition, we offer a 30-day free Trial of each of our editions with no
further obligation. Please see our website for feature differences
between the various editions.

1. Privacy & Security
VanillaSoft's privacy and security policies may be viewed at http://www.vanillasoft.com.
VanillaSoft reserves the right to modify its privacy and security
policies in its reasonable discretion from time to time. Individual
users, when they initially log in, will be asked whether or not they
wish to receive marketing and other non-critical Service-related
communications from VanillaSoft from time to time. They may opt out of
receiving such communications at that time or at any subsequent time by
changing their preference under Personal Setup. Note that because the
Service is a hosted, online application, VanillaSoft occasionally may
need to notify all users of the Service (whether or not they have opted
out as described above) of important announcements regarding the
operation of the Service.

2. License Grant & Restrictions
VanillaSoft hereby grants you a non-exclusive, non-transferable, worldwide right to
use the Service, solely for your own internal business purposes,
subject to the terms and conditions of this Agreement. All rights not
expressly granted to you are reserved by VanillaSoft and its licensors.

You shall not (i) license, sublicense, sell, resell, transfer, assign,
distribute or otherwise commercially exploit or make available to any
third party the Service or the Content in any way; (ii) modify or make
derivative works based upon the Service or the Content; (iii) create
Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse
engineer or access the Service in order to (a) build a competitive
product or service, (b) build a product using similar ideas, features,
functions or graphics of the Service, or (c) copy any ideas, features,
functions or graphics of the Service. User licenses cannot be shared or
used by more than one individual User but may be reassigned from time
to time to new Users who are replacing former Users who have terminated
employment or otherwise changed job status or function and no longer
use the Service.

3. Your Responsibilities
You are responsible for all activity occurring under your User accounts and
shall abide by all applicable local, state, national and foreign laws,
treaties and regulations in connection with your use of the Service,
including those related to data privacy, international communications
and the transmission of technical or personal data. You shall: (i)
notify VanillaSoft immediately of any unauthorized use of any password
or account or any other known or suspected breach of security; (ii)
report to VanillaSoft immediately and use reasonable efforts to stop
immediately any copying or distribution of Content that is known or
suspected by you or your Users; and (iii) not impersonate another
VanillaSoft user or provide false identity information to gain access
to or use the Service.

4. Responsibility for Your Communications.
You are solely responsible for the content of all visual, written or
audible communications sent by You using VanillaSoft Technology by You.
You agree that You will not use the Services to send unsolicited
commercial e-mail outside Your company or organization in violation of
applicable law. You further agree not to use the Services to
communicate any message or material that is harassing, libelous,
threatening, obscene, indecent, would violate the intellectual property
rights of any party or is otherwise unlawful, that would give rise to
civil liability, or that constitutes or encourages conduct that could
constitute a criminal offense, under any applicable law or regulation.
Although VanillaSoft is not responsible for any such communications,
VanillaSoft may delete any such communications of which VanillaSoft
becomes aware, at any time without notice to You.

5. Account Information and Data
VanillaSoft does not own any data, information or material that you submit to the
Service in the course of using the Service ("Customer Data"). You, not
VanillaSoft, shall have sole responsibility for the accuracy, quality,
integrity, legality, reliability, appropriateness, and intellectual
property ownership or right to use of all Customer Data, and
VanillaSoft shall not be responsible or liable for the deletion,
correction, destruction, damage, loss or failure to store any Customer
Data. In the event this Agreement is terminated (other than by reason
of your breach), VanillaSoft will make available to you a file of the
Customer Data within 30 days of termination if you so request at the
time of termination. VanillaSoft reserves the right to withhold, remove
and/or discard Customer Data without notice for any breach, including,
without limitation, your non-payment. Upon termination for cause, your
right to access or use Customer Data immediately ceases, and
VanillaSoft shall have no obligation to maintain or forward any
Customer Data.

6. Intellectual Property Ownership
VanillaSoft alone (and its licensors, where applicable) shall own all right, title
and interest, including all related Intellectual Property Rights, in
and to the VanillaSoft Technology, the Content and the Service and any
suggestions, ideas, enhancement requests, feedback, recommendations or
other information provided by you or any other party relating to the
Service. This Agreement is not a sale and does not convey to you any
rights of ownership in or related to the Service, the VanillaSoft
Technology or the Intellectual Property Rights owned by VanillaSoft.
The VanillaSoft name, the VanillaSoft logo, and the product names
associated with the Service are trademarks of VanillaSoft or third
parties, and no right or license is granted to use them.

7. Third Party Interactions
During use of the Service, you may enter into correspondence with, purchase
goods and/or services from, or participate in promotions of advertisers
or sponsors showing their goods and/or services through the Service.
Any such activity, and any terms, conditions, warranties or
representations associated with such activity, is solely between you
and the applicable third-party. VanillaSoft and its licensors shall
have no liability, obligation or responsibility for any such
correspondence, purchase or promotion between you and any such
third-party. VanillaSoft does not endorse any sites on the Internet
that are linked through the Service. VanillaSoft provides these links
to you only as a matter of convenience, and in no event shall
VanillaSoft or its licensors be responsible for any content, products,
or other materials on or available from such sites. VanillaSoft
provides the Service to you pursuant to the terms and conditions of
this Agreement. You recognize, however, that certain third-party
providers of ancillary software, hardware or services may require your
agreement to additional or different license or other terms prior to
your use of or access to such software, hardware or services.

8. Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the
fees, charges, and billing terms in effect at the time a fee or charge
is due and payable. The initial charges will be equal to the current
number of total User licenses requested times the User license fee
currently in effect. Payments may be made annually, monthly, or
quarterly, consistent with the Initial Term, or as otherwise mutually
agreed upon. You are responsible for paying for all User licenses
ordered for the entire License Term, whether or not such User licenses
are actively used. You must provide VanillaSoft with valid credit card
or approved purchase order information as a condition to signing up for
the Service. An authorized License Administrator may add licenses by
executing an additional written Order Form or using the Online Order
Center. Added licenses will be subject to the following: (i) added
licenses will be coterminous with the preexisting License Term (either
Initial Term or renewal term); (ii) the license fee for the added
licenses will be the then current, generally applicable license fee;
and (iii) licenses added in the middle of a billing month will be
charged in full for that billing month. VanillaSoft reserves the right
to modify its fees and charges and to introduce new charges at any
time, upon at least 30 days prior notice to you, which notice may be
provided by e-mail.

9. Excess Data Storage Fees
The maximum disk storage space provided to you at no additional charge is
the greater of 50 MB or an aggregate of 10 MB per User license. If the
amount of disk storage required exceeds these limits, you will be
charged the then-current storage fees. VanillaSoft will use reasonable
efforts to notify you when the average storage used per license reaches
approximately 90% of the maximum; however, any failure by VanillaSoft
to so notify you shall not affect your responsibility for such
additional storage charges. VanillaSoft reserves the right to establish
or modify its general practices and limits relating to storage of
Customer Data.

10. Billing and Renewal
VanillaSoft charges and collects in advance for use of the Service. VanillaSoft
will automatically renew and bill your credit card or issue an invoice
to you (a) every month for monthly licenses, (b) every quarter for
quarterly licenses, (c) each year on the subsequent anniversary for
annual licenses, or (d) as otherwise mutually agreed upon. The renewal
charge will be equal to the then-current number of total User licenses
times the then-current license fee in effect at the time of renewal.
Fees for other services will be charged on an as-quoted basis.
VanillaSoft's fees are exclusive of all taxes, levies, or duties
imposed by taxing authorities, and you shall be responsible for payment
of all such taxes, levies, or duties, excluding only United States
(federal or state) taxes based solely on VanillaSoft's income.

You agree to provide VanillaSoft with complete and accurate billing and contact information. This information includes your legal company name,
street address, e-mail address, and name and telephone number of an
authorized billing contact and License Administrator. You agree to
update this information within 30 days of any change to it. If the
contact information you have provided is false or fraudulent,
VanillaSoft reserves the right to terminate your access to the Service
in addition to any other legal remedies.

Unless VanillaSoft in its discretion determines otherwise entities with headquarters and a majority of users resident in the United States will
be billed in U.S. dollars and subject to U.S. payment terms and pricing
schemes ("U.S. Customers") and all other entities will be billed in
U.S. dollars, Euros or local currency and be subject to either U.S. or
non-U.S. payment terms and pricing schemes at the discretion of
VanillaSoft ("Non-U.S. Customers").

If you believe your bill is incorrect, you must contact us in writing
within 60 days of the invoice date of the invoice containing the amount
in question to be eligible to receive an adjustment or credit.

11. Non-Payment and Suspension
In addition to any other rights granted to VanillaSoft herein, VanillaSoft
reserves the right to suspend or terminate this Agreement and your
access to the Service if your account becomes delinquent (falls into
arrears). Delinquent invoices (accounts in arrears) are subject to
interest of 1.5% per month on any outstanding balance, or the maximum
permitted by law, whichever is less, plus all expenses of collection.
You will continue to be charged for User licenses during any period of
suspension. If you or VanillaSoft initiates termination of this
Agreement, you will be obligated to pay the balance due on your account
computed in accordance with the Charges and Payment of Fees section
above. You agree that VanillaSoft may charge such unpaid fees to your
credit card or otherwise bill you for such unpaid fees.

VanillaSoft reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and
acknowledges that VanillaSoft has no obligation to retain Customer Data
and that such Customer Data may be irretrievably deleted if your
account is 30 days or more delinquent.

12. Termination upon Expiration/Reduction in Number of Licenses
This Agreement commences on the Effective Date. The Initial Term will be as
you elect during the online subscription process or as otherwise
mutually agreed upon, commencing on the date you agree to pay for the
Service by completing the online subscription form or otherwise. Upon
the expiration of the Initial Term, this Agreement will automatically
renew for successive renewal terms equal in duration to the Initial
Term (or one year, if the Initial Term is greater than one year) at
VanillaSoft's then current fees. Either party may terminate this
Agreement or reduce the number of licenses, effective only upon the
expiration of the then current License Term, by notifying the other
party in writing at least five (5) business days prior to the date of
the invoice for the following term. In the case of free trials,
notifications provided through the Service indicating the remaining
number of days in the free trial shall constitute notice of
termination. In the event this Agreement is terminated (other than by
reason of your breach), VanillaSoft will make available to you a file
of the Customer Data within 30 days of termination if you so request at
the time of termination. You agree and acknowledge that VanillaSoft has
no obligation to retain the Customer Data, and may delete such Customer
Data, more than 30 days after termination.

13. Termination for Cause
Any breach of your payment obligations or unauthorized use of the
VanillaSoft Technology or Service will be deemed a material breach of
this Agreement. VanillaSoft, in its sole discretion, may terminate your
password, account or use of the Service if you breach or otherwise fail
to comply with this Agreement. In addition, VanillaSoft may terminate a
free account at any time in its sole discretion. You agree and
acknowledge that VanillaSoft has no obligation to retain the Customer
Data, and may delete such Customer Data, if you have materially
breached this Agreement, including but not limited to failure to pay
outstanding fees, and such breach has not been cured within 30 days of
notice of such breach.

14. Representations & Warranties
Each party represents and warrants that it has the legal power and authority
to enter into this Agreement. VanillaSoft represents and warrants that
it will provide the Service in a manner consistent with general
industry standards reasonably applicable to the provision thereof and
that the Service will perform substantially in accordance with the
online VanillaSoft help documentation under normal use and
circumstances. You represent and warrant that you have not falsely
identified yourself nor provided any false information to gain access
to the Service and that your billing information is correct.

15. Mutual Indemnification
You shall indemnify and hold VanillaSoft, its licensors and each such
party's parent organizations, subsidiaries, affiliates, officers,
directors, employees, attorneys and agents harmless from and against
any and all claims, costs, damages, losses, liabilities and expenses
(including attorneys' fees and costs) arising out of or in connection
with: (i) a claim alleging that use of the Customer Data infringes the
rights of, or has caused harm to, a third party; (ii) a claim, which if
true, would constitute a violation by you of your representations and
warranties; or (iii) a claim arising from the breach by you or your
Users of this Agreement, provided in any such case that VanillaSoft (a)
gives written notice of the claim promptly to you; (b) gives you sole
control of the defense and settlement of the claim (provided that you
may not settle or defend any claim unless you unconditionally release
VanillaSoft of all liability and such settlement does not affect
VanillaSoft's business or Service); (c) provides to you all available
information and assistance; and (d) has not compromised or settled such
claim.

VanillaSoft shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and
agents harmless from and against any and all claims, costs, damages,
losses, liabilities and expenses (including attorneys' fees and costs)
arising out of or in connection with: (i) a claim alleging that the
Service directly infringes a copyright, a U.S. patent issued as of the
Effective Date, or a trademark of a third party; (ii) a claim, which if
true, would constitute a violation by VanillaSoft of its
representations or warranties; or (iii) a claim arising from breach of
this Agreement by VanillaSoft; provided that you (a) promptly give
written notice of the claim to VanillaSoft; (b) give VanillaSoft sole
control of the defense and settlement of the claim (provided that
VanillaSoft may not settle or defend any claim unless it
unconditionally releases you of all liability); (c) provide to
VanillaSoft all available information and assistance; and (d) have not
compromised or settled such claim. VanillaSoft shall have no
indemnification obligation, and you shall indemnify VanillaSoft
pursuant to this Agreement, for claims arising from any infringement
arising from the combination of the Service with any of your products,
service, hardware or business process(s).

16. Disclaimer of Warranties
VANILLASOFT AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO
THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY,
ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. VANILLASOFT AND
ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE
SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE
IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B)
THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED
DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS,
SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU
THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E)
ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE
SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU
STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND
WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY
RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW BY VANILLASOFT AND ITS LICENSORS.

17. Internet Delays
VANILLASOFT'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS
INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.
VANILLASOFT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR
OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

18. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS
ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD
IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT
SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY
INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR
OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE,
PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY
CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR
INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR
THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION,
REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH
DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied
warranties or limitation of liability for incidental, consequential or
certain other types of damages, so the exclusions set forth above may
not apply to you.

20. Local Laws and Export Control
This site provides services and uses software and technology that may be
subject to United States export controls administered by the U.S.
Department of Commerce, the United States Department of Treasury Office
of Foreign Assets Control, and other U.S. agencies and the export
control regulations of the European Union. The user of this site
("User") acknowledges and agrees that the site shall not be used, and
none of the underlying information, software, or technology may be
transferred or otherwise exported or re-exported to countries as to
which the United States and/or the European Union maintains an embargo
(collectively, "Embargoed Countries"), or to or by a national or
resident thereof, or any person or entity on the U.S. Department of
Treasury's List of Specially Designated Nationals or the U.S.
Department of Commerce's Table of Denial Orders (collectively,
"Designated Nationals"). The lists of Embargoed Countries and
Designated Nationals are subject to change without notice. By using the
Service, you represent and warrant that you are not located in, under
the control of, or a national or resident of an Embargoed Country or
Designated National. You agree to comply strictly with all U.S. and
European Union export laws and assume sole responsibility for obtaining
licenses to export or re-export as may be required.

This site may use encryption technology that is subject to licensing
requirements under the U.S. Export Administration Regulations, 15
C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000

VanillaSoft and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the
Service from outside the United States of America and/or the European
Union, you are solely responsible for compliance with all applicable
laws, including without limitation export and import regulations of
other countries. Any diversion of the Content contrary to United States
or European Union (including European Union Member States) law is
prohibited. None of the Content, nor any information acquired through
the use of the Service, is or will be used for nuclear activities,
chemical or biological weapons, or missile projects, unless
specifically authorized by the United States government or appropriate
European body for such purposes.

21. Notice
VanillaSoft may give notice by means of a general notice on the
Service, electronic mail to your e-mail address on record in
VanillaSoft's account information, or by written communication sent by
first class mail or pre-paid post to your address on record in
VanillaSoft's account information. Such notice shall be deemed to have
been given upon the expiration of 48 hours after mailing or posting (if
sent by first class mail or pre-paid post) or 12 hours after sending
(if sent by email). You may give notice to VanillaSoft (such notice
shall be deemed given when received by VanillaSoft) at any time by any
of the following: letter sent by confirmed facsimile to VanillaSoft at
the following fax numbers (whichever is appropriate): (866) 763-8826
(for U.S. Customers) or +18197760585 (for Non-U.S. Customers); letter
delivered by nationally recognized overnight delivery service or first
class postage prepaid mail to VanillaSoft at the following addresses
(whichever is appropriate): VanillaSoft, inc., 5700 W. Plano Parkway,
Suite 1000, Plano, TX 75204 addressed to the attention of: Chief
Financial Officer.

22. Modification to Terms
VanillaSoft reserves the right to modify the terms and conditions of this Agreement
or its policies relating to the Service at any time, effective upon
posting of an updated version of this Agreement on the Service. You are
responsible for regularly reviewing this Agreement. Continued use of
the Service after any such changes shall constitute your consent to
such changes.

23. Assignment
This Agreement may not be assigned by you without the prior written approval
of VanillaSoft but may be assigned without your consent by VanillaSoft
to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a
successor by merger. Any purported assignment in violation of this
section shall be void.

24. General
With respect to U.S. Customers, this Agreement shall be governed by
Delaware law and controlling United States federal law, without regard
to the choice or conflicts of law provisions of any jurisdiction, and
any disputes, actions, claims or causes of action arising out of or in
connection with this Agreement or the Service shall be subject to the
exclusive jurisdiction of the state and federal courts located in
Plano, Texas. With respect to Non-U.S. Customers, this Agreement shall
be governed by the laws of The United States, without regard to the
choice or conflicts of law provisions of any jurisdiction, and any
disputes, actions, claims or causes of action arising out of or in
connection with this Agreement or the Service shall be subject to the
exclusive jurisdiction of the courts of The United States. No text or
information set forth on any other purchase order, preprinted form or
document (other than an Order Form, if applicable) shall add to or vary
the terms and conditions of this Agreement. If any provision of this
Agreement is held by a court of competent jurisdiction to be invalid or
unenforceable, then such provision(s) shall be construed, as nearly as
possible, to reflect the intentions of the invalid or unenforceable
provision(s), with all other provisions remaining in full force and
effect. No joint venture, partnership, employment, or agency
relationship exists between you and VanillaSoft as a result of this
agreement or use of the Service. The failure of VanillaSoft to enforce
any right or provision in this Agreement shall not constitute a waiver
of such right or provision unless acknowledged and agreed to by
VanillaSoft in writing. This Agreement, together with any applicable
Order Form, comprises the entire agreement between you and VanillaSoft
and supersedes all prior or contemporaneous negotiations, discussions
or agreements, whether written or oral, between the parties regarding
the subject matter contained herein.

25. Definitions
As used in this Agreement and in any Order Forms now or hereafter
associated herewith: "Agreement" means these online terms of use, any
Order Forms, whether written or submitted online via the Online Order
Center, and any materials available on the VanillaSoft website
specifically incorporated by reference herein, as such materials,
including the terms of this Agreement, may be updated by VanillaSoft
from time to time in its sole discretion; "Content" means the audio and
visual information, documents, software, products and services
contained or made available to you in the course of using the Service;
"Customer Data" means any data, information or material provided or
submitted by you to the Service in the course of using the Service;
"Effective Date" means the earlier of either the date this Agreement is
accepted by selecting the "I Accept" option presented on the screen
after this Agreement is displayed or the date you begin using the
Service; "Initial Term" means the initial period during which you are
obligated to pay for the Service equal to the billing frequency
selected by you during the subscription process (e.g., if the billing
frequency is quarterly, the Initial Term is the first quarter);
"Intellectual Property Rights" means unpatented inventions, patent
applications, patents, design rights, copyrights, trademarks, service
marks, trade names, domain name rights, mask work rights, know-how and
other trade secret rights, and all other intellectual property rights,
derivatives thereof, and forms of protection of a similar nature
anywhere in the world; "License Administrator(s)" means those Users
designated by you who are authorized to purchase licenses online using
the Online Order Center or by executing written Order Forms and to
create User accounts and otherwise administer your use of the Service;
"License Term(s)" means the period(s) during which a specified number
of Users are licensed to use the Service pursuant to the Order Form(s);
"Order Form(s)" means the form evidencing the initial subscription for
the Service and any subsequent order forms submitted online or in
written form, specifying, among other things, the number of licenses
and other services contracted for, the applicable fees, the billing
period, and other charges as agreed to between the parties, each such
Order Form to be incorporated into and to become a part of this
Agreement (in the event of any conflict between the terms of this
Agreement and the terms of any such Order Form, the terms of this
Agreement shall prevail); "Online Order Center" means VanillaSoft's
online application that allows the License Administrator designated by
you to, among other things, add additional Users to the Service;
"VanillaSoft" means collectively VanillaSoft, inc., a Delaware
corporation, having its principal place of business at 5700 W. Plano
Parkway, Suite 1000, Plano, TX 75204; "VanillaSoft Technology" means
all of VanillaSoft's proprietary technology (including software,
hardware, products, processes, algorithms, user interfaces, know-how,
techniques, designs and other tangible or intangible technical material
or information) made available to you by VanillaSoft in providing the
Service; "Service(s)" means the specific edition of VanillaSoft's
online contact management, billing, data analysis, or other services
identified during the ordering process, developed, operated, and
maintained by VanillaSoft, accessible via http://www.vanillasoft.com or
another designated web site or IP address, or ancillary services
rendered to you by VanillaSoft, to which you are being granted access
under this Agreement, including the VanillaSoft Technology and the
Content; "User(s)" means your employees, representatives, consultants,
contractors or agents who are authorized to use the Service and have
been supplied user identifications and passwords by you (or by
VanillaSoft at your request).

26. Free Trial

Free
trials are good for up to 5 callers and 1 admin login for 30 days or 2000
resulted contacts, whichever comes first. Support is not included in free
trials. VanillaSoft reserves the right to terminate a free trial if it feels
the trial is being abused.

Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@VanillaSoft.com.

Copyright 2010 VanillaSoft, Inc. All rights reserved.