PLEASE READ VERY CAREFULLY THESE TERMS AND CONDITIONS BEFORE USING DIGICON’S SERVICES. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE CLOSE YOUR BROWSER AND DO NOT PROCEED WITH USING THE SERVICES.

BY CLICKING "I AGREE" AND/OR USING DIGICON’S SERVICES, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS MASTER SERVICES AGREEMENT, THE ATTACHED APPENDIXES A: MICROSOFT SOFTWARE USE-TERMS AND CONDITIONS AND B: RESEARCH IN MOTION USE-TERMS AND CONDITIONS, DIGICON’S ACCEPTABLE USE POLICY, DIGICON’S SERVICE LEVEL AGREEMENT (THE “SERVICE LEVEL AGREEMENT”), DIGICON’S PRIVACY POLICY AND DIGICON'S NO-SPAM POLICY, WHICH MAY BE FOUND AT HTTP://WWW.CENTRIVITY.COM/LEGAL.HTML (COLLECTIVELY, THIS “AGREEMENT”).

This Master Service Agreement is by and between Digicon Corporation ("Digicon"), with offices at 510 Spring Street, Suite 250, Herndon, VA 20170, and the individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, or government or political subdivision which is utilizing Digicon’s exchange hosting and/or other services provided hereunder (“You").
In consideration of the mutual promises, covenants and agreements hereinafter set forth, Digicon and You agree as follows:

1 Lawful Use of the Services. You agree to use Digicon's exchange hosting and/or other services provided hereunder (the “Services”) only for lawful purposes. In the event that Your use of the Services violates any law, rule or regulation, Digicon shall have the right to immediately terminate this Agreement.

2 Provision of Services. Digicon agrees to provide the Services to You in accordance with the Service Level Agreement. You hereby agree to comply with the terms and conditions of this Master Services Agreement, the Appendixes A: Microsoft Software Use-Terms and Conditions and B: Research in Motion Use-Terms and Conditions (attached hereto), Digicon's Acceptable Use Policy, Privacy Policy and No-Spam Policy, each of which are incorporated by reference herein. YOU SHALL AT ALL TIMES PROVIDE AND KEEP CURRENT AND UP TO DATE YOUR CONTACT, CREDIT CARD, IF APPLICABLE, AND BILLING INFORMATION ON THE ADMINISTRATIVE CONTROL PANEL.

3 Term and Termination.

3.1 Term. The Agreement term is either the Initial Term or Renewal Term (each, a “Term”) as defined herein.

a. Monthly Plan Agreement Term. For Monthly Plans, the Initial Term is defined as the period from the date of Your initial payment or execution of this Agreement, whichever occurs earlier, through the remainder of the calendar month in which this Agreement was executed. The Renewal Term for Monthly Plans is defined as one calendar month beginning at the end of the Initial Term and each subsequent calendar month thereafter.
b. Contract Plan Agreement Term. For Contract Plans, the Initial Term is defined as the period from the date of Your initial payment or execution of this Agreement, whichever occurs earlier, through end of that month through the next six (6) calendar months (for example, a contract that begins 4/14 will continue until 10/31), unless the parties have agreed in writing to a longer contract term. The Renewal Term for Contract Plans is defined as the six month period beginning at the end of the Initial Term and each subsequent six-month period thereafter.
c. Automatic Renewal. This Agreement shall renew automatically at the end of the prior Term unless terminated in accordance with this Agreement either by You or by Digicon. When a new Term begins, the then current Master Service Agreement and Service Level Agreement shall replace in their entirety the previous Master Service Agreement and Service Level Agreement. The then current Master Service Agreement and Service Level Agreement shall be considered this “Agreement”. Please review the then current Master Service Agreement and Service Level Agreement from time to time so that You will be apprised of any changes (http://vp.digicon.com/legal.html).

3.2 Termination by You without cause.

a. Monthly Plan. For monthly plans, You may terminate this Agreement at any time without cause by following the termination procedure located within the Account section of the Administrative Control Panel prior to the beginning of any Renewal Term. If You terminate without cause a monthly plan prior to the end of the then current Term, Digicon shall not be required to refund to You fees already paid.
b. Contract Plan. For contract plans, You may terminate this Agreement by placing a termination order at any time for Digicon to terminate Your account at the end of the contract term.
c. Refunds/Fees for Termination by You without cause. Fees for non-recurring services and set up fees shall not be refunded. Any fees previously waived or discounts applied may be reinstated if You terminate the account for no cause during the term or if You breach this Agreement.

3.3 Termination by Digicon without cause. Digicon may terminate this Agreement without cause by providing written or electronic mail notice of termination to Your Administrative email contact address not less than fifteen (15) calendar days prior to the effective termination date.

a. Monthly Plan. For monthly plans, if the effective termination date occurs prior to the end of the Agreement Term, Digicon shall refund or not charge You the monthly fees for the month in which Services terminate.
b. Contract Plan. For contract plans, Digicon shall refund or not charge You the monthly fees for the month in which Services terminate.

3.4 Termination for Cause.

a. By You. To terminate Your account for Digicon’s violation of the terms of this Agreement or the Service Level Agreement, You shall provide to Digicon's Legal Department in writing, via email (Legal@Digicon.net) or via certified mail, the details of Digicon’s violation and allow Digicon thirty (30) days to cure any such violation prior to termination of Your account.
b. DIGICON MAY TERMINATE SERVICES TO YOU IMMEDIATELY AND WITHOUT PRIOR NOTICE (TERMINATION FOR CAUSE) FOR ANY OR ALL OF THE FOLLOWING REASONS:

1) ANY MATERIAL BREACH OF THIS AGREEMENT, WHICH INCLUDES BUT IS NOT LIMITED TO FAILURE TO MAKE PAYMENT WHEN DUE, VIOLATION OF THE DIGICON’S ACCEPTABLE USE OR NO SPAM POLICIES; OR ANY NON-MATERIAL BREACH OF THIS AGREEMENT WHICH REMAINS UNCURED BEYOND A REASONABLE TIME AFTER BREACH NOTIFICATION; AND FAILURE TO PROVIDE AND KEEP CURRENT ALL ADMINISTRATIVE CONTACT AND BILLING INFORMATION.
2) IN THE EVENT OF TERMINATION FOR CAUSE, DIGICON SHALL NOT REFUND ANY PAID FEES. TERMINATION FOR CAUSE WILL NOT CANCEL OR WAIVE ANY FEES OWED TO DIGICON PRIOR TO ACCOUNT TERMINATION.

3.5 Following Termination. TERMINATION OF YOUR ACCOUNT WILL NOT CANCEL OR WAIVE ANY FEES OWED TO DIGICON PRIOR TO OR UPON TERMINATION. YOUR DATA AND ACCOUNT SETTINGS SHALL BE IRREVOCABLY DELETED IMMEDIATELY UPON TERMINATION, INCLUDING BUT NOT LIMITED TO, WEB SITE CONTENT, DATABASES, AND EMAIL MESSAGES. IT SHALL BE SOLELY YOUR RESPONSIBILITY TO SECURE ALL NECESSARY DATA FROM YOUR ACCOUNT PRIOR TO TERMINATION.

4 Fees, Billing, Taxes, Charges.

4.1 Fees. The fees set forth in the order form created at the outset of Your account shall be effective for the Initial Term and each Renewal Term of this Agreement, provided, that Digicon shall have the right to increase these fees at any time upon thirty (30) days’ written notice to You. In the event that You do not agree with such fee increase, You shall have the right to terminate this Agreement upon thirty (30) days’ written notice, provided, that such notice of termination must be received within thirty (30) days of date of notice of the fee increase.

4.2 Billing and Payment Arrangements. Digicon will bill You on a monthly basis for all recurring and one-time fees, including but not limited to late payment fees, invoice processing fees and returned check fees.

4.3 Payment by Credit Card.
a. For payment by credit card, Digicon shall not provide an invoice to You. You may view and print an invoice for Your account using the Administrative Control Panel. On or about the first day of each month, Digicon will apply the current monthly charges to Your credit card, the number of which You entered on the Billing Information page in the Administrative Control Panel.
b. It is Your responsibility to keep Your credit card information up-to-date. In the event charges to Your credit card fail, Digicon shall email a warning to Your account billing contacts. If, after seven (7) days, Digicon is unable to bill Your credit card, Digicon will suspend Your access to the Services. During this suspension, incoming email as well as existing data will not be affected. After fourteen (14) days of non-payment from the date Your credit card was initially charged, Digicon shall have the right to immediately terminate this Agreement.

4.4 Payment by Check.
a. In the event that You apply for and are accepted into Digicon’s invoice program, Digicon will issue You an invoice within the first five (5) days of each calendar month. Each monthly invoice shall include an invoice processing fee of $25.00 (twenty-five dollars). Payment by check must be received by the fifteen (15th) calendar day of each month. Acceptance into Digicon’s invoice program shall be at Digicon’s sole discretion.
b. Should Your check not be honored by the financial institution, a returned check fee in the amount of the lesser of $50.00 (fifty dollars) or the maximum amount allowed by law, will be assessed.
c. In the event You fail to make timely payment for any reason by the fifteen (15th) calendar day of the month for which the payment is due, Your access to the server will be immediately suspended. During such suspension, incoming email as well as existing data will not be affected. After fourteen (14) days of non-payment from the date payment is due, Digicon shall have the right to immediately terminate this Agreement.
d. In the event that Digicon does not receive payment by the fifteen (15th) calendar day of the month for which the payment is due, Digicon shall have the right to assess a late payment fee, equal to the greater of the amount of (1) interest calculated at the lesser of 18% or the maximum rate permitted by law, or (2) $25.00 (twenty-five dollars).
e. In the event of a late or dishonored check, You may be required to pay via Cashier’s Check or money order.

4.5 Excess use. You shall monitor and maintain Your accounts within all plan-specified limits and in a manner that does not disrupt the activities of other Digicon customers. In the event Your usage exceeds the limits for Your account or may disrupt the activities of other Digicon customers, You agree Digicon may, in its sole discretion, (i) charge You for such excess usage via Your credit card, or by invoice if You have been accepted into a check paying program, (ii) upgrade You to a plan or increase the limits on Your account to address this excess usage, and/or (iii) suspend or terminate Your account for cause. Usage and associated charges for excess usage shall be determined based solely upon Digicon's collected usage information. Unused monthly allotments shall not accrue or carry over from one month to any other month. Upon any upgrade or increase on the limits of Your Account, You shall be responsible for the new costs and fees.

4.6 Taxes. You shall be liable for taxes, governmental fees and assessments to be paid related to fees and charges arising under this Agreement or in connection with the Services. You shall also pay all taxes, fees, and assessments of any nature associated with products or services sold through the use of or with the aid of the Services.

5 Modification of Terms. Digicon may update, amend, modify or supplement the terms and conditions of this Agreement from time to time without notice to You. You can review the most current version of this Agreement at any time at: (http://www.digicon.com/legal.htm).

6 Beta Products and Services.

6.1 Provided “As Is”. THIS SECTION APPLIES ONLY TO CUSTOMERS WITH ACCOUNTS CREATED ON EXPERIMENTAL "BETA" PLANS AND PLATFORMS. "BETA" SERVICES ARE PROVIDED TO YOU ON AN "AS IS" BASIS. DIGICON’S SERVICE LEVEL AGREEMENT SHALL NOT APPLY TO “BETA” PLANS OR PLATFORMS. NOTWITHSTANDING ANYTHING ELSE SET FORTH IN THIS AGREEMENT, DIGICON
DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE “BETA” PLANS OR PLATFORMS NOR DOES IT MAKE ANY REPRESENTATIONS AND WARRANTIES REGARDING THE INTEGRITY OF DATA STORED ON “BETA” SERVERS. YOU ARE STRONGLY DISCOURAGED FROM USING ACCOUNTS ON "BETA" PLANS OR PLATFORMS FOR HOSTING ANY PRODUCTION APPLICATIONS OR FOR STORING SENSITIVE DATA.

6.2 Upgrades. Digicon shall upgrade software on "beta" programs when and as Digicon deems necessary in its sole discretion. Digicon does not represent or warrant that new versions of the software installed on "beta" programs will be compatible with the currently installed version or that loss of functionality or interruption of service will not occur as a result of such upgrades.

6.3 Termination. Digicon reserves a right to terminate any "beta" program at any time by giving You fifteen (15) days written or electronic mail notice. Digicon will convert the "beta" servers at the end of the fifteen (15) day notice period to an Digicon's Services Plan selected at Digicon's sole discretion. To discontinue the account and avoid incurring increased charges under selected Digicon Services Plan, You must terminate the account in accordance with the termination provisions in Section 3 of this Agreement.

7 Materials, Data, Software or Products.

7.1 Server Ready. Any material, data, software or products You provide to Digicon in connection with Digicon's services shall be Server Ready, meaning that they shall be in a condition and form, as determined solely by Digicon, which requires no additional manipulation or verification on the part of Digicon. Attempting to place or requesting placement of Non-Server-Ready material, data, software or products on Digicon’s servers shall be a breach of this Agreement.

7.2 Rejection. Digicon may, in its sole discretion, reject material, data, software or products that You have placed, attempted to place, or have requested be placed on Digicon's servers. Digicon shall notify You of its rejection and provide You with an opportunity to amend or modify such material, data, software or products to meet the requirements of Digicon.

7.3 Malicious Code. Any material, data, software or products placed on Digicon’s servers by or through You shall be free of any and all malicious code, including without limitation, disabling devices, drop dead devices, time bombs, trap doors, Trojan horses, worms, computer viruses and mechanisms that may disable or negatively impact the servers.

8 LIMITED WARRANTY; LIMITATION OF DAMAGES.

8.1 DIGICON PROVIDES SERVICES “AS IS”. YOU EXPRESSLY AGREE THAT USE OF DIGICON SERVICES IS AT YOUR SOLE RISK. DIGICON AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, VENDORS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU HEREBY AGREE THAT THE TERMS OF THIS AGREEMENT SHALL NOT BE ALTERED DUE TO CUSTOM OR USAGE OR DUE TO THE PARTIES’ COURSE OF DEALING OR COURSE OF PERFORMANCE UNDER THIS AGREEMENT.

8.2 DIGICON AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, VENDORS AND LICENSORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE, THAT RESULT FROM THE USE OR INABILITY TO USE THE SERVICES OR FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR DIRECTORIES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR TRANSMISSION, REGARDLESS OF WHETHER DIGICON HAS BEEN ADVISED OF SUCH DAMAGES OR THEIR POSSIBILITY.

8.3 You agree that the total liability of Digicon and its subsidiaries, affiliates, officers, employees, agents, partners, vendors and licensors and Your sole remedy for any claims regarding the Services is limited to the credits set forth in the Service Level Agreement.

8.4 Digicon will exercise no control over the content of the information passing through Digicon's network except those controls expressly provided herein.

9 Patents, Copyrights, Trademarks, and Other Intellectual and Proprietary Rights.

9.1 Except for rights expressly granted herein, this Agreement does not transfer any intellectual or other property or proprietary right to You. All right, title, and interest in any product or service provided to You, including without limitation any copyright, trade secret and vested or potential trademark and patent rights, is solely the property of Digicon and its vendors and licensors. You shall not reserve engineer, transfer, assign, copy, modify, reproduce or use any of product or service, hardware, software or otherwise which is provided in connection with the Services for purposes other than in conjunction with the permitted use of the Services.

9.2 You hereby represent and warrant to Digicon that You have the right to use any patented, copyrighted, trademarked or proprietary material which You use, post, or otherwise transfer to or by way of Digicon servers.

10 Hardware, Equipment, and Software. You are responsible for and must provide all phones, phone services, computers, software, hardware, and other services necessary to access the Services. Digicon makes no representations, warranties, or assurances that Your equipment will be compatible with Digicon services.

11 Indemnification. You shall defend, indemnify, save, and hold Digicon and its subsidiaries, affiliates, officers, employees, agents, partners, vendors and licensors harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorneys' fees, asserted against them that may arise or result from Your breach of this Agreement, Your negligence or willful misconduct or any of Your services or products.

12 Miscellaneous.

12.1 Governing Law; Jurisdiction; Forum; Attorneys’ Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to its conflicts of laws or its principles. You agree, in the event any claim or suit is brought in connection with this Agreement, to the exclusive jurisdiction and venue of the courts of Santa Clara County, California. In any action to enforce this Agreement, including, without limitation, any action by Digicon for the recovery of fees due hereunder, You shall pay Digicon reasonable attorneys' fees and costs in connection with such action.

12.2 Age and Capacity. You hereby represent and warrant that You and any person to whom You grant access to Your Digicon account have reached the age of eighteen and that You are not subject to a limitation on Your ability to enter into this Agreement.

12.3 Severability. In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any of the other provisions of this Agreement, and this Agreement shall be construed as if such provision(s) had never been contained herein, provided that such provision(s) shall be curtailed, limited, or eliminated only to the extent necessary to remove the invalidity, illegality, or unenforceability.

12.4 Waiver; Modification. No waiver by Digicon of any breach by You of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of this Agreement. No such waiver shall be effective unless it is in writing signed by the parties hereto, and then only to the extent expressly set forth in such writing. No modification of this Agreement shall be effective unless it is in writing and signed by Digicon, and then only to the extent set forth in such writing. We may modify or amend this Agreement, including the Service Level Agreement and the rates and fees, from time to time. Unless otherwise provided in this Agreement, all such modifications or amendments shall be effective immediately upon posting on the Website. You may request a copy of the revised Agreement by e-mailing us at legal@digicon.com. YOUR CONTINUED USE OF YOUR ACCOUNT AND/OR THE SERVICES AFTER THE NOTICE PERIOD WILL BE CONCLUSIVELY DEEMED TO BE ACCEPTANCE BY YOU OF ANY SUCH MODIFICATIONS OR AMENDMENTS.

12.5 No Assignment. No benefit or duty under this Agreement shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to do so shall be void.

12.6 Force Majeure. Except for monetary obligations, this Agreement and Your obligations hereunder shall not be affected or impaired because Digicon is unable to fulfill any of its obligations hereunder or is delayed in doing so, if such inability or delay is caused by reason of Force Majeure Event and Digicon's obligations under this Agreement shall be suspended by any such Force Majeure Event. “Force Majeure Event” is defined as any cause beyond Digicon’s reasonable control or anticipation, including, without limitation, acts of war, acts of God, terrorism, earthquake, hurricanes, flood, fire or other casualty, embargo, riot, sabotage, labor shortage or dispute, governmental act, insurrections, epidemics, quarantines, inability to procure materials or transportation facilities, failure of power, restrictive governmental laws or regulations, condemnation, acts of third parties, failure of the Internet or other reason that is beyond Digicon’s reasonable control.

12.7 Survival. Sections 8, 9, 11 and this Section 12 of this Agreement shall survive termination.

12.8 Entire Agreement; Third Party Beneficiaries. This Agreement constitutes the entire agreement for provision of the Services to You and supersedes all other prior agreements and understandings, both written and oral, between You and Digicon with respect to the Services. You understand and agree that Digicon and You intend to include, as the sole third party beneficiaries of this Agreement, Digicon’s vendors and licensors, with all rights and remedies available as if such vendors and licensors were a party to this Agreement.

APPENDIX A. MICROSOFT SOFTWARE USE – TERMS AND CONDITIONS

 

This document concerns your use of Microsoft software, which includes computer software provided to you by Digicon as described below, and may include associated media, printed materials, and “online” or electronic documentation (individually or collectively “SOFTWARE PRODUCTS”). Digicon does not own the SOFTWARE PRODUCTS and the use thereof is subject to certain rights and limitations of which Digicon needs to inform you. Your right to use the SOFTWARE PRODUCTS is subject to your agreement with Digicon, and to your understanding of, compliance with and consent to the following terms and conditions, which Digicon does not have authority to vary, alter or amend.

1. DEFINITIONS. Capitalized terms used herein but not otherwise defined shall have their respective meanings set forth in the Master Service Agreement. For purposes of this Appendix, the following definition shall apply:

“End User” solely for the purpose of this Appendix shall mean You and any related party for whom Digicon operates a messaging platform and who is authorized directly or indirectly by Digicon to access the RIM Products, or otherwise to whom the functionality of the RIM Products is made available by Digicon, directly or indirectly. “End Users” shall include Your employees or independent contractors who access the RIM Products, or otherwise to whom the functionality of the RIM Products is made available by Digicon.

“End User Data” means any information or data of any kind that personally identifies (or that can be used, together with other information or data, to personally identify) an End User.

2. Use. Each End User is prohibited from using the RIM Products for any purpose other than the internal business or personal purposes of the End User. You shall be responsible for each End User’s compliance with this Appendix.

3. Exclusion of Liability. IN NO EVENT SHALL RIM AND RIM’S AGENTS BE LIABLE TO ANY END USER FOR, ANY INDIRECT, ECONOMIC, SPECIAL, PUNITIVE, COMMERCIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF BUSINESS REVENUE OR EARNINGS, LOST DATA, DAMAGES CAUSED BY DELAYS, OR A FAILURE TO REALIZE EXPECTED SAVINGS) DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH THIS APPENDIX OR THE END USER’S USE OF THE RIM PRODUCTS, WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR THEIR LIKELIHOOD WAS DISCLOSED TO THE PARTIES.

4. Application of Limitations, Exclusions and Disclaimers. The limitations, exclusions and disclaimers set out in the Master Services Agreement and this Appendix shall apply: (a) whether an action, claim or demand arises from a breach of warranty or condition, breach of contract, tort (including negligence), strict liability or any other kind of civil or statutory liability connected with or arising out of the Master Services Agreement, this Appendix or the RIM Products; and (b) to RIM and to RIM’s affiliated companies as well as to RIM to RIM’s affiliated companies’ director, officers, employees, and independent contractors. Some jurisdictions do not allow limitation or exclusions of certain types of damages and/or of implied conditions or warranties.

5. Termination for Breach. In the event that the End User breaches the Master Services Agreement, including without limitation, any provision of this Appendix, Digicon shall have the right, in its sole discretion, to immediately terminate the Master Services Agreement with the End User for cause or to terminate the portion of the Services to which such breach pertains.

6. Transition Period upon Termination. Upon termination of Digicon’s Master Alliance Agreement with RIM and any subsequent transition period, this Appendix shall terminate.

7. Liability. As a condition of Digicon’s ability to provide access to the RIM Products to End Users, End User shall be liable to
Digicon for any and all damages caused as a result of any breach of the Agreement by such End User without limitation or exception.

8. End User Data. The End User hereby consents to Digicon providing End User Data to RIM solely for the purpose of facilitating the transition of End Users to an alternative solution in the event of a termination of the Digicon’s Master Alliance Agreement with RIM.

9. No Trojan Horses. End User shall not distribute in any way, any viruses, contaminating or destructive features, “backdoors”, “time bombs”, “Trojan horses”, “sniffer” routines, “worms”, bots, “drop dead devices”, harmful software code, file, program or programming routine or other contaminating or destructive features or other computer software routines or hardware components designed to: (i) permit unauthorized access to, or use of, the RIM Products or computer systems on which the RIM Products are loaded, or to which RIM Products are linked; (ii) disable, damage or erase the RIM Products; or (iii) perform any other similar actions that would preclude full use of the RIM Products by RIM, its channel partners, its authorized sub-licensees, or their end users.

10. Representations and Warranties. In addition to any similar representations and warranties in any applicable RIM agreement, End User represents and warrants that it will not (a) incorporate any data, content, files or materials in any medium distributed by End User, or in conjunction with the End User products or services, that: (i) includes content, material, graphics, sounds, video, screens, code or information that is unlawful or fraudulent, or violates or infringes any patent, copyright, trademark, trade secret or any other intellectual property of others; (ii) includes any inappropriate language or material that is unlawful, libelous, slanderous, defamatory or invasive of another person’s right of privacy or right of publicity or personality, or that RIM may reasonably deem harmful, vulgar, obscene, derogatory, pornographic, abusive, harassing, threatening, hateful, objectionable with respect to race religion, sexual orientation, age group, national origin or gender, injurious to the reputation or business goodwill of RIM or the BlackBerry brand or otherwise unfit for publication; or (b) publish, transmit, distribute or upload any unauthorized or unsolicited bulk email solicitations, chain letters, advertisements, marketing or promotional materials, “junk mail”, “spam”, pyramid schemes or any other solicitations or communications, including without limitation spamming the RIM Products or other mobile phones or computers, or uses or collects RIM Product user email addresses or phone numbers, or other user information for any purpose other than the legitimate internal purposes of End User, or uses the RIM Products to perform any data collection, extraction or mining or gain or attempt to gain unauthorized access to the wireless device memory and software programs or applications.

11. Restrictions on Use. End User shall not use the RIM Products to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortuous act.

12. Cooperation. End User shall cooperate with Digicon and/or its licensors and provide information and copies of records requested by Digicon and/or its licensors to assist Digicon in investigating or determining whether there has been a breach of any and all agreements by and between End User and Digicon and/or its licensors.