Terms and Conditions

The following standard terms and conditions are hereby incorporated into that certain Service Plan, dated ______________________, 2003 as if fully set forth therein:

1. WARRANTIES: Subterranean Data SERVICES CO., LLC of Idaho agrees to respond to any emergency interruption of e-vault service in a timely manner and at no expense to the subscriber.  Subterranean Data SERVICES CO., LLC of Idaho agrees to maintain and service all Subterranean Data SERVICES CO., LLC of Idaho equipment necessary to fulfill the terms of this service at no expense to the subscriber.  SUBTERRANEAN DATA SERVICES CO., LLC OF IDAHO MAKES NO REPRESENTATION OR WARRANTY EITHER EXPRESSED OR IMPLIED REGARDING THE SERVICES OR SYSTEM EQUIPMENT, AND SPECIFICALLY DISCLAIMS ANY WARRANTY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, AND ASSUMES NO OBLIGATION WITH RESPECT TO THE ENFORCEMENT OF ANY MANUFACTURES WARRANTIES AND GUARANTEES.  No defect, unfitness, or other condition of system equipment or services shall relieve customer of the obligation to pay any charges hereunder or perform any obligation under this Service Plan.
    
2.  SOFTWARE EQUIPMENT: Subscriber agrees to allow SUBTERRANEAN DATA SERVICES CO., LLC OF IDAHO access to backup premise software equipment for the purposes of testing, upgrading, and other necessary maintenance procedures.  For the duration of the Service Plan and thereafter, the customer premise software equipment shall remain the sole property of SUBTERRANEAN DATA SERVICES CO., LLC OF IDAHO unless otherwise agreed by both parties in writing.
    
3. PAYMENT OBLIGATION: Subscriber shall pay SUBTERRANEAN DATA SERVICES CO., LLC OF IDAHO for service pursuant to the terms of this service plan.  The price of service is exclusive of applicable sales taxes.  SUBTERRANEAN DATA SERVICES CO., LLC OF IDAHO will invoice subscriber monthly, semi-annually, or annually, as the subscriber  chooses,  for service provided hereunder.  A usage itemization shall accompany each invoice.  Invoices shall be due and payable upon receipt.  Undisputed charges for the service that are not paid within 30 days after subscriber’s receipt of the invoice shall be past due.  Interest of 1.5% per month will be charged on past due amounts beginning the 31^st day following invoice date.  SUBTERRANEAN DATA SERVICES CO., LLC OF IDAHO will have the right to terminate this Service Plan if Subscriber fails to pay the invoices on a timely basis. 
    
4. SERVICE CHARGES: Subscriber shall be responsible for any additional installation and charges resulting from changes in account status for the term of this Service Plan.
   
    
5. TERMINATION: This Service Plan can be terminated prior to the end of the term by Subscriber notifying SUBTERRANEAN DATA SERVICES CO., LLC OF IDAHO of their intentions to cancel sixty (60) days prior to cancellation date.  In the event of cancellation, if the subscriber would like a CD Recovery Disk burned, Subscriber shall be obligated to pay SUBTERRANEAN DATA SERVICES CO., LLC OF IDAHO the customary fee of burning a CD Recovery Disk.
    
6. LIMITATION OF LIABILITY: In the no event shall either party be liable for special, indirect, consequential or exemplary damages, including loss of profits, loss of customers, loss of software, or loss of goodwill arising from the relationship or conduct of business hereunder.  SUBTERRANEAN DATA SERVICES CO., LLC OF IDAHO will not be liable for the actions, omissions, or negligence of any other company furnishing any portion of service to Subscriber.  SUBTERRANEAN DATA SERVICES CO., LLC OF IDAHO will not be liable for any failure of performance hereunder due to causes beyond its control including, but not limited to, civil disorders, fire, flood or other disasters, labor problems or regulations or actions taken by any governmental agency having jurisdiction over SUBTERRANEAN DATA SERVICES CO., LLC OF IDAHO.  Subscriber shall indemnify and hold harmless SUBTERRANEAN DATA SERVICES CO., LLC OF IDAHO against: (I) claims for libel, slander, or infringement of copyright arising out of the material, data, information, or other content transmitted over facilities and/or stored by facilities  furnished by SUBTERRANEAN DATA SERVICES CO., LLC OF IDAHO; (ii) claims for damage to Subscriber’s or authorized user’s premises including claims made by a third party resulting from the furnishing of service by SUBTERRANEAN DATA SERVICES CO., LLC OF IDAHO when said damages is not the result of negligence of SUBTERRANEAN DATA SERVICES CO., LLC OF IDAHO agents or employees; (iii) patent infringement claims arising from combining or connecting SUBTERRANEAN DATA SERVICES CO., LLC channels with Subscribers provided equipment or systems.  The liability of SUBTERRANEAN DATA SERVICES CO., LLC OF IDAHO for damages arising out of mistakes, omissions, interruptions, delays, errors, or defects in transmission occurring in the course of furnishing service or software equipment shall in no event exceed an amount equivalent to the proportionate charge to the Subscriber for the period of service during which such mistake, omission, interruption, delay, error, or defect in transmission occur.
    
7. INTEGRATION: Except as set forth with respect to tariffed services, this Service Plan, order form and attachments, if any, constitute the entire agreement of the parties and supersede all prior discussions or agreements, including but not limited to any advertising, brochures, or solicitations.
    
8. BINDING AGREEMENT: This Service Plan shall be binding upon, and inure to the benefit of, the parties’ respective successors and assigns.
    
9. ASSIGNMENT: Subscriber shall not transfer, assign or convey this Service Plan to any other party without SUBTERRANEAN DATA SERVICES CO., LLC OF IDAHO’s prior written consent. 
    
10. 30-DAY TRIAL PERIOD/BILLING: The client has 30 days from the date of software install to evaluate the service. If client does not wish to continue the service and cancels, either by phone, in writing or by e-mail, before the 30 days has expired, then the client will not be billed for the 30-day trial period. If the client has cancelled within the 30-day trial period, client will not be billed for setup/licensing fees. If the client wishes to continue the service or does not contact local office of SUBTERRANEAN DATA SERVICES CO., LLC, before the 30 days has expired, the client will be billed for the first 30 days, and for setup/licensing fees, according the prices SUBTERRANEAN DATA SERVICES CO., LLC has posted on their web site www.trueevaulting.com. Billing will continue, by invoice and on a monthly cycle, unless the client has made other arrangements with SUBTERRANEAN DATA SERVICES CO., LLC.
     
11. CONFIDENTIALITY: SUBTERRANEAN DATA SERVICES CO., LLC OF IDAHO agrees to treat all Subscriber data with utmost confidentiality. SUBTERRANEAN DATA SERVICES CO., LLC OF IDAHO will not divulge Subscriber lists, Subscriber names or any other specific Subscriber data to any third party without prior written consent of said Subscriber, with the sole exception of references. Subscriber may be used as a reference on the web site, marketing material, in presentations or any other manner seen fit by SUBTERRANEAN DATA SERVICES CO., LLC OF IDAHO. However, SUBTERRANEAN DATA SERVICES CO., LLC OF IDAHO will not use Subscriber as a reference with the prior consent, written or oral, of said Subscriber. Once Subscriber has given permission to SUBTERRANEAN DATA SERVICES CO., LLC OF IDAHO for them to be used as a reference, that permission remains in effect until specially revoked or altered by the Subscriber. Said Subscriber may, at any time, put restrictions on the way they are to be used as a reference; said restrictions must be submitted to SUBTERRANEAN DATA SERVICES CO., LLC OF IDAHO in writing. SUBTERRANEAN DATA SERVICES CO., LLC OF IDAHO will contact said Subscriber before references are given, confirming that Subscriber still agrees to be used as a reference. In the event that SUBTERRANEAN DATA SERVICES CO., LLC OF IDAHO goes out of business, all Subscriber information will either be returned to respective Subscribers or destroyed, at Subscriber’s option. However, should SUBTERRANEAN DATA SERVICES CO., LLC OF IDAHO be bought by another company, Subscriber lists and Subscriber data will be transferred to the purchasing company with the purchasing company agreeing to abide by the terms of this Subscriber contract, in its entirety.