For purposes of this agreement, a "USER" shall be defined as an individual or entity who has contracted with ONUMA Inc. to use the WEB APPLICATION.

1. PROVISIONS FOR SERVICE RELIABILITY
   ONUMA Inc. hosts USER DATA at a secure data center in Nevada with nightly backups to a data center in Hawaii.
2. SERVICE LEVEL WARRANTY.
   1. ONUMA Inc. warrants that application services provided to USER shall be 99.9% available 24 hours per day, 7 days per week, 365 days per year. This translates to 8.75 hours of unplanned outage time per calendar year.
   2. If cumulative service level drops below 99.9% for any contract year, ONUMA Inc. will credit USER with additional complimentary service, according to the following schedule:
      * 98% - 99.8% - 1 month free service
      * 95% - 97.9% - 2 free months of service
      * 90% - 94.9% - 6 free months of service
      * < 90% - 12 months of free servic
   3. USER shall not receive any credit under this SLA in connection with any failure or deficiency caused by or associated with:
      1. Circumstances beyond ONUMA Inc.'s reasonable control, such as war, insurrection, sabotage, terrorism, armed conflict, embargo, fire, flood, earthquake, internet virus or denial of service attacks, etc.
      2. Telecommunications or Internet failure outside of ONUMA Inc.'s control.
      3. Customer's (or Customer's Agents') acts or omissions including, without limitation, custom scripting or coding, any negligence, willful misconduct, or use of Application Services outside of this or related agreements.
      4. Scheduled Maintenance, when such maintenance is conducted during USER'S off business hours, and is notified at least 48 hours in advance.
   4. SCHEDULED MAINTENANCE Periodic planned outages of < 1 hour in duration may be necessary from time to time to maintain optimum system performance. ONUMA Inc. will make every effort to notify USER at least 48 hours in advance of a planned outage, and will schedule such outages, when possible, to occur in off business hours.
3. SECURITY PROVISIONS:
   1. Personnel Security
      1. All ONUMA Inc. technical or management personnel with access to USER DATA are subjected to background checks prior to hiring, and must sign a strict non-disclosure agreement that protects both ONUMA Inc. and USER DATA.
      2. No ONUMA Inc. employee is allowed to transfer USER DATA onto office workstations, or to remove data from ONUMA Inc. premises.
   2. Data Security
      1. All USER DATA is located on secure servers, or backup directories that require access authentication.
      2. All secure servers are protected by multiple, state of the art firewalls (details of firewall configuration are not shared publicly, for maximum security)
4. WEB APPLICATION USAGE.
   The WEB APPLICATION covered under this SLA is the proprietary code, logic and business practices employed by ONUMA Inc. to provide web application service to USERS. Copyright laws and international copyright treaties, as well as other intellectual property laws and treaties protect the WEB APPLICATION.
5. RESTRICTIONS.
   1. Limitations of Reverse Engineering, Decompilation and Disassembly. You may not reverse engineer, decompile, or disassemble the WEB APPLICATION, except and only to the extent that such activity is permitted by applicable law notwithstanding this limitation.
   2. Rental. You may not rent or lease or lend the WEB APPLICATION.
   3. Transfer. You may not transfer your rights under this SLA at any time.
   4. Replacement, Modification and Upgrade of the WEB APPLICATION. ONUMA Inc. reserves the right to replace, modify or upgrade the WEB APPLICATION at any time.
6. USER RESPONSIBILITIES.
   1. USERS (or their agents) are responsible for properly maintaining the functional operation of all workstations, web browsers, network and Internet connections necessary to ensure proper operation of the WEB APPLICATION.
   2. ONUMA Inc. does not verify the ownership or assume any responsibility regarding the proprietary rights of any data, information, and or material posted, submitted, copied, transmitted, displayed, disclosed, shared, and/or modified on the WEB APPLICATION by USER. In the event a third party institutes an action against ONUMA Inc. relating to the ownership or proprietary rights of data, information, and/or material posted, submitted, copied, transmitted, displayed, disclosed, shared, and/or modified by USER, USER agrees to indemnify and hold harmless ONUMA Inc. against any such claims. By accepting this SLA, USER agrees only to post, submit, copy, transmit, display, disclose, share, and/or modify data, information, and or material for use with the WEB APPLICATION that it is authorized to do so. All data in this WEB APPLICATION belongs to the USER and not Onuma, Inc.
   3. ONUMA Inc. allows USERS to maintain a passwords that enable users to access the WEB APPLICATION. It is USER’S sole responsibility to maintain the confidentiality of such passwords. ONUMA, Inc. assumes no responsibility and takes no measures to confirm or verify whether a user accessing the WEB APPLICATION via a password originating from a USER is authorized by USER to use such password.
7. USER DATA.
   "USER DATA" shall be that proprietary information belonging to USER that is being stored on ONUMA Inc.'s WEB APPLICATION and its data servers. While USER owns the data in the WEB APPLICATION, the code behind the WEB APPLICATION belongs to ONUMA, Inc.
8. COVENANT NOT TO DISCLOSE.
   With respect to End User and ONUMA Inc.'s Confidential Information, and except as expressly authorized herein, both parties hereby agree that during the Term hereof and at all times thereafter they will not use, commercialize or disclose such Confidential Information to any person or entity, except to its own employees having a "need to know" (and who are themselves bound by similar nondisclosure restrictions), and to such other recipients as the other party may approve in writing; provided, that all such recipients shall have first executed a confidentiality agreement in a form acceptable to the owner of such information. Neither party nor any recipient may: (i) alter or remove from any WEB APPLICATION or associated Documentation owned or provided by the other party any proprietary, copyright, trademark or trade secret legend, or (ii) attempt to decompile, disassemble or reverse engineer the other party's Confidential Information (and any information derived in violation of such covenant shall automatically be deemed Confidential Information owned exclusively by the owner of the original source materials).
9. DISCLAIMER OF WARRANTIES.
   ONUMA INC. AND ITS SUPPLIERS PROVIDE THE WEB APPLICATION 'AS IS' AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY (IF ANY) IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, OF QUIET ENJOYMENT, OR OF NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE WEB APPLICATION IS WITH YOU.
10. EXCLUSION OF ALL DAMAGES.
    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ONUMA Inc., OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY INJURY TO PERSON OR PROPERTY, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, FOR LOSS OF PRIVACY FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE WEB APPLICATION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF ONUMA Inc. OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF DAMAGES SHALL BE EFFECTIVE EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. ONUMA Inc. SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY AMOUNT EXCEEDING THE TOTAL AMOUNT ACTUALLY PAID BY USER for the WEB APPLICATION.
11. To the full extent allowed by law, YOU, THE USER, HEREBY RELEASE ONUMA INC. AND ITS SUPPLIERS FROM ANY AND ALL LIABILITY ARISING FROM OR RELATED TO ALL CLAIMS CONCERNING THE WEB APPLICATION OR ITS USE.
12. DISPUTE RESOLUTION.
    Each Party waives the right to trial by jury in any action or proceeding between each of the Parties, on one side, and the other Parties on the other, based upon, arising out of, or in any way relating to this Agreement. This Agreement will be interpreted in accordance with U.S. California law, including all matters of constructions, validity, performance and enforcement, without giving effect to any principles of conflict of laws. Any dispute or proceeding concerning this Agreement, or any and all claims and disputes arising out of or in connection with this Agreement will be resolved by binding arbitration to be held in Pasadena, California. Any party may demand arbitration through written notice sent by certified mail to the other (an "Arbitration Demand"). Within 15 days after the date that the Arbitration Demand is first mailed, each of the parties will confer to select a mutually acceptable arbitrator from the Judicial Arbitration and Mediation Services ("JAMS"). If JAMS is unwilling or unable to provide an arbitrator, the parties will confer to select another arbitrator. If the parties cannot mutually select an arbitrator, or if one party refuses to participate in the selection process, JAMS will appoint an arbitrator and such appointment shall be binding on the parties.
13. QUESTIONS.
    All questions and requests for customer service and/or technical support should be directed to Onuma Inc. at 1055 E. Colorado Blvd Suite 500, Pasadena, CA 91106. onuma@onuma.com (626) 793-7400.