MangoSoft, Inc. Service Level Agreement

This Service Level Agreement (this "Agreement") is made by and between you (as an individual or business entity, in either case, "you") and MangoSoft, Inc. ("Mangosoft") and any MangoSoft licensed hosting provider ("Host"). The effective date of this Agreement is as of the date set forth on the signature page hereto (the "Effective Date") or upon commencement of your use of the Offerings. In consideration of the mutual agreements and covenants contained in this Agreement, the adequacy and sufficiency of which are acknowledged by the parties to this Agreement, Mangosoft and you agree as follows:

Section 1. Acceptance of Terms.

This Agreement and the attached Schedule A relate to Mangosoft's Mangomind^TM Service. As used in this Agreement, the term a) "Mangomind" means the Mangomind software and service developed and provided by Mangosoft (as described on Mangosoft's website that can be found at http://www.mangosoft.com (the "Website")), and any upgrades or new releases of Mangomind, and any related documentation for Mangomind whether in written or electronic form and b) "Offerings" means Mangomind provided by Mangosoft as described on the Website. You may use the Offerings only if you accept without modification the terms and conditions contained in this Agreement. If you do not agree to the terms and conditions of this Agreement, Mangosoft is not willing to allow you to use the Offerings.

Section 2. User Fees, Payment and Taxes.

1. You agree to pay to Mangosoft the user fees (the "User Fees") for your use of Offerings in accordance with the fee schedules listed on the Website or as agreed to by you and Mangosoft. All User Fees are payable to Mangosoft in U.S. dollars. You agree that the party paying Mangosoft for Mangomind drives is entitled to administrator access to those drives upon their request and can enable or disable those drives at their discretion.
2. If you are an individual, you agree to pay your User Fees by credit card and authorize Mangosoft to debit automatically the amounts due to Mangosoft from the credit card specified by you on Mangosoft. You agree to provide updated credit card information to Mangosoft in the event of the expiration or cancellation of the credit card on file.
3. If you are a business entity, you may elect to pay your User Fees (A) by credit card or (B) subject to credit approval by Mangosoft, through a monthly invoice. If you elect to pay by credit card, you authorize Mangosoft to debit automatically the amounts due to Mangosoft from the credit card specified by you to Mangosoft. You agree to provide updated credit card information to Mangosoft in the event of the expiration or cancellation of the credit card on file. If you elect to pay by invoice, Mangosoft will generate monthly invoices, which will be mailed to you. Each invoice will specify the total User Fees payable by you to Mangosoft for your use of the Offerings. You agree to pay Mangosoft the amount specified in each invoice no later than the date specified on the invoice.

1. If you pay your User Fees by credit card and your credit card has expired or Mangosoft is otherwise unable to debit your credit card the amounts due Mangosoft, then Mangosoft may, in its sole discretion, immediately suspend your use of the Offerings.
2. If you are a business entity and have elected to be invoiced for your User Fees, you acknowledge and agree as follows: It is your responsibility to ensure that all payments due to Mangosoft are made by the due date specified on the invoice. If Mangosoft does not receive payment of the invoice by its due date then Mangosoft may, in its sole discretion, immediately suspend your use of Mangomind. You further agree that Mangosoft may, in its discretion, charge you interest on all overdue payments at the rate of 12% compounded daily from and including the due date to and including the date of payment.
3. If Mangosoft suspends your use of the Offerings under this Section 2, and you subsequently pay Mangosoft the amounts due, you agree to pay Mangosoft the Reconnection Fee specified in the Offerings fee schedules listed on the Website. In addition, you accept that after all amounts due have been received by Mangosoft, that it may take up to two business days for your service to be reactivated.

1. The User Fees are exclusive of taxes, duties and charges imposed or levied in the U.S. or overseas for the Offerings including, but not limited to, withholding taxes. The appropriate sales taxes for your use of the Offerings will be included in the amount billed to your credit card or on your invoice as applicable. Without limiting the foregoing, you agree to pay any taxes, duties or charges (including any new taxes, duties or charges) imposed subsequent to the date of this Agreement for any payment made or to be made under this Agreement.
2. Mangosoft may increase the User Fees as necessary to ensure that Mangosoft receives when due a net amount (after payment of the taxes referred to in Section 2(c)(i) of this Agreement) equal to the full amount which Mangosoft would have been entitled to receive and retain had the payment been free of such taxes.

Section 3. Intellectual Property; End User License Agreement.

You have no ownership rights in Mangomind. Ownership of Mangomind and all associated intellectual property rights shall remain at all times with Mangosoft. Further, this Agreement is subject to the terms of the End User License Agreement (the "EULA") for Mangomind and you agree to accept and comply with the terms of the EULA. If you are a business entity, you agree to use your best efforts to ensure that your employees and agents who use Mangomind (and who have not otherwise consented to the terms of the EULA) have read the EULA and will comply with its terms.

Section 4. Indemnification.

You agree to indemnify and hold harmless Mangosoft and its officers, directors, employees and agents from any and all claims, damages, costs, expenses or lawsuits, including reasonable attorneys' fees, arising out of or in connection with your use of the Offerings.

Section 5. Security.

Although information that you transmit over the Offerings may be password-protected and/or encrypted, Mangosoft does not guarantee the security of any information transmitted or stored through the Offerings. You agree to assume the security risk for any information that you transmit or store through the Offerings and Mangosoft specifically disclaims any liability arising in connection with any theft or other loss of your information transmitted or stored through the Offerings.

Section 6. Confidentiality.

You acknowledge that Mangomind contains proprietary trade secrets and information of Mangosoft and you hereby agree to maintain the confidentiality of Mangomind using at least as great a degree of care as you use to maintain the confidentiality of your own most confidential information. You acknowledge that operation of the Mangomind Services relies on proprietary trade secrets and information of Mangosoft and its partners and you hereby agree to maintain the confidentiality of these trade secrets and information using at least as great a degree of care as you use to maintain the confidentiality of your own most confidential information.

Section 7. Service Level Warranties.

The service levels warranties provided by Mangosoft for the Offerings are specified on Schedule A attached to this Agreement. Except for the service levels specified on Schedule A, Mangosoft does not warrant that the functions contained in or performance of the Offerings will meet any requirements that you may have, and Mangosoft disclaims all other warranties of any kind, either expressed or implied, including, without limitation, implied warranties of merchantability and fitness for a particular purpose.

Section 8. No Liability for Unauthorized Use.

You are solely responsible for ensuring that each password or encryption key for Mangomind is utilized only by you or, if applicable, by your authorized employees and agents. Mangosoft and/or Host shall have no liability for any loss, claim, damages or other liability that may arise from the unauthorized use of a password or an encryption key. If a password or an encryption key is lost or stolen it is your responsibility to notify Mangosoft or Host of such loss or theft so that the password or encryption key can be deactivated and a new one assigned. If any of your employees or agents shall no longer be authorized to use a password or an encryption key it shall be your responsibility to notify Mangosoft or Host. Mangosoft or Host will use commercially reasonable efforts to effect password deactivation requests as soon as practicable after their receipt in writing from you or your representative. Notices should be sent in accordance with Section 12 of this Agreement.

Section 9. Limitation of Liability.

Except for the service level warranties specified on Schedule A, in no event will Mangosoft or Host be liable to you or any third party for: (a) any direct, incidental or consequential damages (including, without limitation, indirect, special, punitive, or exemplary damages for loss of business, loss of profits, business interruption, or loss of business information) arising out of your use of or your inability to use the Offerings or for any claim by any other person or party, including claims relating to the infringement of intellectual property rights, even if Mangosoft or Host has been advised of the possibility of such damages; or (b) any losses or damages arising from the unauthorized use of the Offerings even if Mangosoft is advised of such unauthorized use in accordance with Section 8 of this Agreement. The foregoing limitation applies to the acts, omissions, negligence and gross negligence of Mangosoft, its officers, employees, agents, Host, contractors or representatives which, but for this provision, would give rise to a cause of action against Mangosoft and such persons in contract, tort or any other legal doctrine.

Section 10. Export Restrictions.

This Agreement is expressly made subject to any laws, regulations, orders or other restrictions on the export of the Offerings from the United States, which may be imposed from time to time by the government of the United States. Persons from certain restricted countries may be prohibited from using the Offerings. You acknowledge that Mangosoft may restrict any use of the Offerings that Mangosoft deems to be in violation of United States export restrictions.

Section 11. Term and Termination; Survival of Provisions.

This Agreement is effective as of the Effective Date and shall remain in effect until it is terminated. You may terminate this Agreement at any time by notifying Mangosoft in writing at the address listed in Section 12 of this Agreement. Mangosoft may terminate this Agreement at any time and for any reason, including, but not limited to, if you fail to pay your User Fees in accordance with Section 2 of this Agreement or if Mangosoft finds that you have violated any of the terms of this Agreement or the EULA. You agree to pay Mangosoft any amounts due under this Agreement within 14 calendar days of the date that this Agreement is terminated. You further agree that any amounts due following such 14 day period will be subject to interest at the rate of 12% compounded daily from and including the due date to and including the date of payment. Sections 2 through 9, 11 and 14 of this Agreement shall survive the termination of this Agreement.

Section 12. Notices.

Any and all notices or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed given when personally delivered by hand, or when sent by telex, cable or telecopy, or three business days after being deposited in the mail, postage prepaid, if mailed or one business day after being sent by Federal Express or other similar overnight courier addressed as follows:

If to Mangosoft:

MangoSoft, Inc.

108 Village Square, Suite 315

Somers, NY 10589

Facsimile: 866-277-3385

Section 13. Modifications.

Section 14. General.

Schedule A to Service Level Agreement for the Offerings

Section A. Purpose and Scope.

The purpose of this Schedule A to the Service Level Agreement for the Offerings (the "SLA") is to define the service levels that Mangosoft will provide to you in connection with your use of the Offerings. Capitalized terms used in this Schedule A and not otherwise defined below shall have the meanings given to them in the SLA.

Section B. Service Availability.

The Offerings will be available 99.9% of the time, except for scheduled downtime (Scheduled Downtime). The Scheduled Downtime will consist of up to eight hours per month. Scheduled Downtime will be scheduled between the hours of Thursday at 11:00 PM EST to Friday at 7:00 AM EST. Customers will be notified at least 24 hours prior to the scheduled maintenance through the Website. If unplanned, emergency maintenance is required, customers will be notified via email or message board of the maintenance action and timeframe needed to complete the work. The Offerings will be considered available if any user can access the required resources from any computer outside the data centers; availability does not account for interruptions due to problems with the Internet or problems with any end-users' computer or network equipment.

Section C. Backup Services.

Mangosoft will, on a daily basis, make a complete save (a "Backup") of all data files stored on the Offerings. If you lose a file subsequent to the prior Backup, the file will not have been backed up and may not be restored by Mangosoft.

Section D. Restore Services.

If you lose a file and wish that it be restored from a Backup (a "Restore"), you may request a Restore by calling technical support at 603-324-0498. Only Mangosoft authorized service managers may approve a Restore request. You will be charged for each Restore in accordance with the fee schedules on the Website. Mangosoft will complete a Restore within 24 hours for any file that has been backed up within 2 weeks of the date of the Restore request. Mangosoft will complete a Restore request within 3 business days for any file that has been backed up more than 2 weeks prior to the date of the Restore request.

Section E. Customer Support.

Mangosoft will provide customer support to you, based on the response times set forth below, on a 24 hours per day, 7 days per week, 365 days per year basis. Customer support is available by phone, E-mail and through the Website. Customer support requests deemed by the applicable Mangosoft service manager to be "critical" and not requiring engineering support will be handled within 2 hours if the request is received prior to 5 p.m. New York time on a business day and will be handled by 10 a.m. New York time the following business day if received after 5 p.m. New York time on the prior business day. Customer support requests deemed by the applicable Mangosoft service manager to be "noncritical" and not requiring engineering support will be handled by 10 a.m. New York time the following business day. Customer support requests deemed by the applicable Mangosoft service manager to require engineering support will be handled by 12 p.m. on the business day following the day the request is received.

Section F. Security.

Mangomind uses 128 bit encryption technology on all files stored and transmitted using Mangomind. Mangomind requires [PKI authentication] on all clients and servers. Mangomind allows you to set up personalized password protection on all drives, folders and files. The Mangomind Service uses 128 bit on all data transmitted using the services.

Section G. Service Level Warranties and Service Credit.

In the event that, as a direct result of Mangosoft's actions or inaction, the availability of the Offerings does not meet the service level requirements specified in this Schedule A, as the sole and exclusive remedy hereunder, you shall receive a service credit based on your User Fees equal to double the amount of time that the Offerings was unavailable for use. The amount of the service credit shall be determined by a Mangosoft service manager, whose determination shall be conclusive. You may request a service credit by calling Mangosoft technical support via Host at 603-324-0498. Mangosoft and Host shall have no liability and shall not be required to grant a service credit for any failure to provide the Offerings: (i) during Scheduled Downtime; (ii) resulting from an event that causes Mangosoft to be unable to fulfill its obligations to you because of flood, extreme weather, fire or other natural calamity, acts of governmental agencies, war, riot, civil unrest, work stoppages or strikes, or similar causes beyond the control of Mangosoft; or (iii) caused, directly or indirectly, by the acts or omissions of your representatives or by unauthorized users of your equipment.