Terms of Service

Effective Date: Jun 1, 2011 The following "Terms of Service" govern each subscribers use of the AutoCrm Service ("AutoCrm") made available by Rational Computing & Consulting Inc (RCC Inc):

1 License & Usage of AutoCrm

1.1 As a Subscriber of AutoCrm, you are granted a non-exclusive, non- transferable, limited license to access and use AutoCrm.

1.2 "Authorized User" is defined as an individual "Prime" Subscriber and any one of the partners and full time, temporary or contract employees of an organization that have been provided access to AutoCrm by the Prime Subscriber.

1.3 RCC Inc does not screen or review the contents of electronic data uploaded or posted to AutoCrm ("Content") by Authorized Users.

1.4 RCC Inc claims no intellectual property rights with respect to the Content.

1.5 AutoCrm is protected by Canadian and international copyright laws and treaties. Except for the non-exclusive license granted pursuant to this Agreement, you acknowledge and agree that all ownership, license, intellectual property and other rights and interests in and to AutoCrm shall remain solely with RCC Inc.

1.6 RCC Inc reserves the right to modify or discontinue, temporarily or permanently, any feature associated with AutoCrm, with or without notice. Continued use of AutoCrm following any modification constitutes your acceptance of the modification.

1.7 RCC Inc reserves the right to temporarily suspend access to AutoCrm for operational purposes, including, but not limited to, maintenance, repairs or upgrades. RCC Inc will endeavor to provide reasonable notice prior to any such activity.

1.8 You agree not to duplicate, copy, reproduce, modify, reverse engineer, adopt or tamper with AutoCrm or any portion of AutoCrm, including, but not limited to the HTML, CSS or any visual design elements without the express written permission from RCC Inc.

1.9 You agree not to modify another website so as to falsely imply that it is associated with AutoCrm or any other software or service provided by RCC Inc.

1.10 You agree not to use AutoCrm in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, or obscene.

1.11 You agree not to sell, resell or exploit access to AutoCrm.

1.12 You agree not to use AutoCrm in any manner which may infringe copyright or intellectual property rights or in violation of these Terms of Service.

1.13 You agree not to use AutoCrm to upload, post, host, or transmit viruses, self-replicating computer programs "Worms" or any code of a destructive or malicious nature.

1.14 You agree not to send unsolicited bulk email marketing or to anyone who has asked to be removed from your mailing list.

1.15 You agree not to make use of any mechanical, programmatic, robotic, scripted or other automated tools, which are not provided as part of AutoCrm.

1.16 Authorized Users who make Content available to the public, are deemed to acknowledge and agree that everyone will have access to the Content ("Public Content"). RCC Inc reserves the right, at any time, in its sole discretion, to take any action deemed necessary with respect to Public Content that violates these Terms of Service, including, but not limited to, removal of such Public Content.

1.17 You acknowledge and agree that RCC Inc may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run AutoCrm.

1.18 RCC Inc is not liable for any errors or interruption in service, whether within or outside of RCC Inc reasonable control. Subscriber understands interruptions may or may not occur and Subscriber will hold RCC Inc free and harmless from any damages incurred in any event of any time of loss. Service may be temporarily unavailable for scheduled maintenance, either by RCC Inc or by third-party providers, or because of power interruptions or other causes.

2 Access To AutoCrm

2.1 Only Authorized Users are permitted to access and use AutoCrm.

2.2 Authorized Users are required to provide their full legal name, a valid email address, and any other information requested by RCC Inc to validate the identity of the Authorized User. It is the Authorized User's responsibility to maintaining the correctness of personal information provided to RCC Inc.

2.3 Each Authorized User will be provided with a unique user name (Username) to access and use AutoCrm. A password will be used in conjunction with the Username to access AutoCrm. Authorized Users shall be responsible for protecting the security of their Usernames and passwords. The Username shall only be used by the Authorized User to whom it is assigned. The Username shall not be shared with or used by any other person, including other Authorized Users.

2.4 Subscribers are responsible for all use of AutoCrm by Authorized Users on the list of active Authorized Users associated with their subscription to AutoCrm.

2.5 Subscribers will implement policies and procedures to prevent unauthorized use of Usernames and passwords, and will promptly notify RCC Inc upon suspicion or knowledge that a Username or password has been compromised or misused.

2.6 Subscribers shall designate and make known to RCC Inc an Authorized User as an administrator for their subscription ("Administrator"). The Administrator will manage the list of active Authorized Users associated with each subscription. The Administrator will deactivate a Username if the Administrator wishes to terminate access to AutoCrm for any particular Authorized User.

3 Subscription Terms

3.1 Subscribers will provide RCC Inc with a valid credit card for payment of the monthly subscription fees. All subscription fees are exclusive of all federal, state, provincial, municipal or other taxes.

3.2 Subscribers will be charged a monthly fee for each Authorized User, starting on the 30th day after the subscription was initially created. Subscribers will thereafter be charged in advance on a monthly basis, and the charge is non-refundable. Subscriptions canceled prior to the processing of the first invoice on the 30th day, will not be charged.

3.3 The amount charged on the next billing cycle will be automatically updated to reflect any changes to the subscription including the activation or deactivation of Authorized Users.

3.4 No refunds or credits will be issued for partial months of service for any Authorized Users.

3.5 Prices are subject to change upon 30 days' notice. Notice will be made to the Subscriber via an email message.

4 Cancellation and Termination

4.1 There are no charges for canceling a subscription. No refunds or credits will be issued for partial months of service for any subscription.

4.2 >Subscribers are solely responsible for canceling their subscription. Subscribers may cancel their subscription at any time by contacting the Helpdesk using the link on AutoCrm.

4.3 RCC Inc in its sole discretion has the right to suspend or discontinue providing AutoCrm to any Subscriber without notice for non-compliance with the Terms of Service, and pursue any other remedy legally available to it.

>4.4 Upon cancellation or termination of a subscription, all Content associated with such subscription will be made available to the subscriber in the form of a CD/DVD within 30 days of the cancellation or termination for a nominal fee. After 30 days of cancellation or termination of a subscription, all Content associated with such subscription will be permanently deleted from AutoCrm systems.

5 General

5.1 These Terms of Service constitute the entire agreement between you and RCC Inc and govern your use of AutoCrm, superseding any prior agreements between you and RCC Inc (including, but not limited to, any prior versions of the Terms of Service). 5.2 The failure of RCC Inc to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.

5.3 These Terms of Service shall be governed by and construed in accordance with the laws of the Province of Ontario, and the federal laws of Canada applicable therein.