Service Level Agreement (this 'Agreement')

ihiji invision Service Level Agreement (SLA)

Reference is hereby made to that certain ihiji invision Dealer Agreement into which this Agreement is incorporated by reference (the Dealer Agreement.). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Dealer Agreement. During the Term of the Dealer Agreement, the ihiji service web interface and performance data will be operational and available for each individual end user site to Dealer at least 99.9% of the time in any calendar month. If ihiji fails to meet its obligation under the immediately preceding sentence, and if Customer meets its obligations under the Dealer Agreement and this Agreement, Customer will be eligible to receive the Service Credits described below. The remedies described in this Agreement shall be the Dealer.s sole and exclusive remedy for service unavailability.

Definitions:

The following definitions are defined for purposes of the ihiji invision SLA:

Monthly Uptime Percentage Days of Service added to the end of the Service Term, at no charge to the Customer
< 99.9% - . 95.0% 3
< 95.0% - . 50% 5
< 50.0% 7

Credit Requests:

In order to receive a Service Credit the Dealer must contact ihiji within thirty (30) days from the end of the Downtime. The Dealer must show that their customer service was adversely affected as a result of the Downtime to be eligible for the credit. Failure to comply with this requirement will forfeit Dealer.s right to receive a Service Credit.

Maximum Service Credit:

The aggregate maximum number of Service Credits to be issued by ihiji to the Dealer for any and all Downtime Periods that occur in a single calendar month shall not exceed 15 days of Service added to the end of Dealer.s term for the Service. Credits will not under any circumstances be carried forward to future billing periods. Service credits may not be exchanged for, or converted to, monetary amounts.

Exclusions and Limitations:

1. The ihiji SLA for the service and hardware does not apply to any third-party services or any performance issues: (i) caused by factors outside of ihiji.s reasonable control; or (ii) that resulted from Dealer.s equipment or third-party equipment, or both (not within the primary control of ihiji). Dealer is not entitled to a credit if Dealer is in breach of Terms of Service Agreement with ihiji invision (including your payment obligations to us). You are not entitled to a credit if downtime was a result of your violation of these Terms of Service. The ihiji invision SLA depends on the availability of the ihiji invision appliance. If the ihiji invision appliance fails outside of time period defined in its standard hardware warranty the ihiji invision SLA will not apply.

Other Points:

The unavailability of any short messaging service and email notifications provided to Dealer shall not constitute Downtime for purposes of this Agreement.

This ihiji SLA is part of the Dealer's Dealer Agreement with ihiji, along with the ihiji Terms of Service and, and is subject to the terms and conditions stated in those documents.

ihiji invision Terms of Service

By using the ihiji.com web site or any sub-domain thereof (the .Service.), all services of ihiji,Inc. (.ihiji.), you (the .Member.) are agreeing to be bound by the following terms and conditions (.Terms of Service.).

ihiji reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time by logging into the ihiji Dealer portal.

Violation of any of the terms below will result in the termination of your Account. While ihiji prohibits such conduct and Content on the Service, you understand and agree that ihiji cannot be responsible for the Content posted on the Service and you nonetheless may be exposed to such materials. You agree to use the Service at your own risk.

Responsibilities

You are responsible for obtaining and maintaining all equipment and services needed for access to and use of the Service and for paying all charges related thereto. You agree not to use the Service to violate any local, state, national, or international law or regulation.

Subject to payment of any applicable license fees, ihiji grants to you a limited, non-exclusive license to use the Service provided herein, solely for the purpose of receiving the services of network monitoring. The Service and the number of devices from which the Service may be used to monitor may be limited subject to payment of any applicable fees pursuant to the Terms of Services.

Registration

In order to utilize this Service, you must register by creating a user account with your user information. As part of the registration process you will be asked to select a user name and password and to provide ihiji with certain information. You must provide complete and accurate identification, contact, and other information required as part of the registration process. ihiji reserves the right to refuse or discontinue participation to any Member at any time in its sole discretion.

You may not use anyone else's ihiji username, password or account at any time without the express permission and consent of the holder of that account holder. ihiji cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.

By providing ihiji with your email address, you agree to receive all required notices electronically, to that email address. From time to time, ihiji will use this email address to send you notifications about product updates and improvements, company news and events, and company updates.

Availability

This Service is available only to individuals and/or entities who can form legally binding contracts under applicable law (for example, adults over the age of 18). By registering for the Service and creating a user account you represent to ihiji that you are of legal age and capacity to form a binding contract under applicable law

Fees and Charges

ihiji charges a fee for use of and access to the Service. Your continued ability to access and use the Service will be subject to your payment of the applicable fees charged by ihiji. From time to time ihiji makes available certain value-added services for a fee. Should you elect to use such services, you agree to pay the required fee as specified in the services registration and purchase pages. If you elect not to pay any fees charged by ihiji, ihiji shall have the right to cease providing those services to you. ihiji reserves the right to modify the pricing of these service at any time without prior notice.

If the service requires an annual subscription fee, your account will renew automatically, unless we terminate it, or you notify us by telephone or email (service@ihiji.com) to Customer Service of your decision to terminate the service. You must cancel any such subscription before it renews in order to avoid billing of subscription fees for the renewal term to your credit card.

Cancellation of Accounts

All of your data will be immediately deleted from the Service upon cancellation. This information cannot be recovered once your account is cancelled. If you cancel the Service before the end of your current paid up year, your cancellation will take effect immediately and you will not be charged again.

Modifications to the Service and Prices

ihiji reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. Prices of all Services, including but not limited to subscription plan fees to the Service, are subject to change upon 30 days notice from ihiji. ihiji shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

Trademarks

ihiji®, invision®, and ihiji invision® are trademarks of ihiji. You are not authorized to use any such trademarks, except as detailed in the Dealer Agreement. Ownership of all such trademarks and the goodwill associated therewith remains with ihiji.

Intellectual Property Ownership

You acknowledge that ihiji (and its licensors, where applicable) owns all right, title and interest in and to the Service, portions thereof, or software or content provided through or in conjunction with the Service, including without limitation all Intellectual Property Rights in and to the Service and any suggestions, ideas, enhancements, requests, feedback and recommendations or other information provided by you or any other party relating to the Service. 'Intellectual Property Rights' means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You agree not to (and agree not to allow third parties to) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Service, or to extract portions of Service's files for use in other applications. You also agree to (and will require third parties to) not remove, obscure, or alter ihiji.s or any third party's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Service.

Privacy

By using the Service, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Site may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.

Automatic Updates

The ihiji Appliance may communicate with ihiji.s servers to check for available updates to the software, such as bug fixes, patches, enhanced functions, missing plug-ins and new versions (collectively, 'Updates'). During this process, the Appliance sends ihiji a request for the latest version information. By installing the Appliance you hereby agree to automatically request and receive Updates from ihiji.s servers.

Some network equipment may be configured in such a way as to prevent the Appliance from receiving these updates. It may be necessary for you to make changes to the configuration of the network and firewall to allow the Appliance to successfully receive these updates.

Internet Disclaimer

Access to and utilization of the Services, including SMS and Email notifications, requires the Internet in order to transmit electronic data to the Website. IHIJI HAS NO CONTROL OVER THE CONTINUAL OR PROPER FUNCTIONING OF THE INTERNET OR OF YOUR INTERNET CONNECTION AND THEREFORE, WITHOUT DEROGATING, LICENSOR SHALL NOT BE RESPONSIBLE OR LIABLE UNDER ANY CIRCUMSTANCES FOR ANY FAILURE TO ACCESS THE SERVICES ARISING FROM OR RELATED TO THE FUNCTIONING OF THE INTERNET AND/OR OF YOUR INTERNET CONNECTION.

Termination

You agree that ihiji may terminate your Service membership or suspend your access to all or part of the Service, without notice, if ihiji determines, in its sole and absolute discretion that you have violated these Terms. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any ihiji customer, employee, member, or officer will result in immediate account termination. For example, ihiji may suspend or terminate your right to access the Service (and may suspend or terminate your and any other user.s access to any workspace you have created) if ihiji believes you are using the Service in a prohibited fashion. Further, you agree that ihiji shall not be liable to you or any third party for removing data in your account or terminating your access to the Service. You may discontinue your participation in and access to the Service at any time.

Links

ihiji.s provision of a link to any other Web site or Internet resource is for your convenience only and does not signify ihiji.s endorsement of such other Web site or resource or its contents. Company shall have no responsibility or liability for any information, software, or materials found at any other Web site or Internet resource.

Third Party Partners

You understand that ihiji uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.

Restrictions and Prohibited Actions

The Service is intended for use described above only and may not be used in connection with any other commercial endeavors except those that are specifically endorsed or approved by ihiji. Except for distributions for the use described above to your employees or independent contractors in compliance with these Terms of Service, you may not distribute or otherwise commercially exploit or make available to any third party the Service, or any part thereof, in any way.

You may not access the Service if you are a direct competitor of ihiji, except with ihiji.s express prior written consent. Additionally, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. Except as expressly provided in these Terms of Service, no part of the Service, no part of the Site and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed or linked to in any way (including 'mirroring' and 'framing') to any other computer, server, web site or other medium for publication or distribution or for any commercial enterprise, without ihiji.s express prior written consent.

You may not modify, copy, reverse engineer, decompile, duplicate, distribute or create derivative works from the Service or any part thereof, including but not limited to the ihiji invision Appliance. Furthermore any attempt to disassemble or gain access to the Appliance voids the appliance warranty. You may not extract or attempt to extract source code from the object code of the Service. You may not build a product using similar ideas, features, functions or graphics of the Service, or copy any ideas, features, functions or graphics of the Service in attempt to create a competitive product or service. If you wish to do any of the above, please contact ihiji by sending email to partners@ihiji.com. You may not use any 'deep-link', 'page-scrape', 'robot', 'spider' or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Service, or in any way reproduce or circumvent the navigational structure or presentation of the Service to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service.

You may not attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any ihiji server, or to any of the services offered on or through the Service, by hacking, password 'mining' or any other illegitimate means. You may not harvest or collect user names, email addresses or any other Member identifying information by electronic or other means for the purpose of sending unsolicited email or other communications. Unauthorized commercial advertisements, affiliate links, and other forms of solicitation may be removed from Member profiles without notice and may result in termination of Membership privileges.

You may not probe, scan or test the vulnerability of the Service or any network connected to the Service, nor breach the security or authentication measures of the Service or any network connected to the Service. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor of the Service, or any other customer of ihiji, including any ihiji account not owned by you, to its source, or exploit the Service or any service or information made available or offered by or through the Service, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Service.

You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any transaction being conducted on the Service, or with any other person's use of the Service. You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to ihiji on or through the Service or any service offered on or through the Service. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity. You may not use the Service or any Content for any purpose that is unlawful or prohibited by these Terms of Service, or to solicit the performance of any illegal activity or other activity which infringes the rights of ihiji or others.

Disclaimer of Warranties.

YOU UNDERSTAND AND EXPRESSLY AGREE THAT USE OF THE INVISION SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN 'AS IS' AND 'AS AVAILABLE' BASIS. IHIJI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE IHIJI SERVICE (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, AND NON-INFRINGEMENT). IHIJI MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE INVISION SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING THEREFROM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM IHIJI OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IHIJI CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. IHIJI AND SUCH THIRD PARTIES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF ACCURACY, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

YOUR SOLE REMEDY AGAINST IHIJI FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE. THIS LIMITATION OF REMEDY IS A PART OF THE BARGAIN BETWEEN THE PARTIES. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL IHIJI OR ANY THIRD PARTY WHO MAKES ITS SOFTWARE OR CONTENT AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE BE LIABLE TO YOU OR ANY OTHER USER ON ACCOUNT OF ANY USE OR MISUSE OF THE SERVICE OR SUCH THIRD PARTY SOFTWARE OR CONTENT. NEITHER IHIJI NOR ANY THIRD PARTY SOFTWARE OR CONTENT PROVIDER SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE (EVEN IF IHIJI AND/OR A THIRD PARTY SOFTWARE OR CONTENT PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).

SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SERVICE AND ALL THIRD PARTY SOFTWARE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE, FROM INABILITY TO USE THE SERVICE AND ALL THIRD PARTY SOFTWARE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICE AND ALL THIRD PARTY SOFTWARE AND CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), OR ANY RELIANCE BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES, THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES.

THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Miscellaneous Provisions

These Terms of Use will be governed by and construed in accordance with the laws of the State of Texas , without giving effect to the conflict of laws provisions of Texas or your state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of these Terms of Use to be unenforceable, the remainder of these Terms of Use will continue in full force and effect. These Terms of Use constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of these Terms of Use will be effective only if in writing and signed by ihiji.

";