1. Applicable Terms. Before joining or subscribing to services with WebAssure, each subscriber must read and agree with the following terms and conditions (the "Terms") of service.

2. Services. The Terms cover all WebAssure monitoring and notification services and all related products and services (the "Services") offered by Cartama Consulting, L.L.C. dba WebAssure ("WebAssure") to which you ("Subscriber") subscribe.

3. Price of Service. The price of Services shall be based upon the Account Type subscribed for by each Subscriber, as such Account Types and prices are listed on WebAssure's corporate web site from time to time.

4. Term. Each Subscriber's subscription for Services shall begin on the date such Subscriber joins and subscribes for Services from WebAssure and shall continue until such subscription is terminated as described below.

5. Eligibility. You are eligible to subscribe to the Services if, by acceptance of the Terms, you truthfully certify that you are not a competitor of WebAssure.

6. Conditions of Use. Subscribers use of the Services is subject to the following conditions:

(a) Subscriber must not cause or allow robots or other automated processes to act upon or interact with WebAssure's systems or user interfaces without prior written permission from WebAssure, and

(b) Subscriber must not use WebAssure's services in a way that causes unreasonable load on WebAssure's system or unwanted load on systems with which you direct WebAssure's services to interact.

7. Use of Data. Subscriber agrees that all data generated by the Services are for Subscriber's internal reference only. If Subscriber uses the Services to monitor devices which Subscriber does not directly own, Subscriber agrees not to publish or ortherwise disclose data generated by the Services which is acquired about such devices.

8. Non-Disclosure. Subscriber will, through his/her/its use of the Services and contact with WebAssure, become aware of trade secret information owned by WebAssure, including but not limited to the provision, delivery, and methods of operation of the Services, and of planned enhancements to same and current and planned marketing of the Services. Subscriber agrees that all such information accessed through WebAssure's password protected systems, and through interaction with WebAssure's staff and agents, will be held in strict confidence and afforded all reasonable measures of security. THE PROVISIONS OF THIS SECTION SHALL SURVIVE FOR A PERIOD OF NOT LESS THAN TWO YEARS FOLLOWING EXPIRATION OR TERMINATION OF YOUR SUBSCRIPTION FOR SERVICES.

9. Late Payments. If any payment due to WebAssure under this Agreement is not paid when due, Subscriber agrees to pay WebAssure interest on the past due amount on a daily basis from the due date until the date paid at a rate equal to the lesser of 18% per annum or the maximum allowed by law.

10. Default and Remedies. Subscriber will be in default under the Terms if (i) there is a failure to pay any amount when due, (ii) Subscriber fails to comply with any provision of the Terms, or (iii) any representation made by Subscriber in the Terms is or becomes untrue. If Subscriber is in default in any way, WebAssure may immediately take any one or more of the following actions for protection:

(a) Declare all unpaid amounts due and payable.

(b) Terminate the Subscriber's subscription to all or any part of the Services.

(c) Take any other lawful action WebAssure may deem appropriate to enforce Subscriber's performance of this Agreement and/or obtain damages for Subscriber's breach.

If Subscriber defaults, he/she/it agrees to pay costs and reasonable attorney's fees incurred by WebAssure in enforcing WebAssure's rights hereunder.

11. Assignment. Subscriber may not assign his/her/its rights or duties hereunder or to the services without WebAssure's written consent, which WebAssure may withold at WebAssure's sole discretion. Upon prior notice to Subscriber, WebAssure may assign or subcontract all or part of WebAssure's rights and obligations under the Agreement, in which event Subscriber will look only to WebAssure's assignee and not to WebAssure for any further performance.

12. Term and Termination. Subscriber's subscription to the Services shall continue on a month-to-month basis and shall automatically renew unless either party provides the other party with written, telephone, or electronic notice at least thirty (30) days before the end of any month that he/she/it does not want the subscription to the Services to renew.

13. No Warranties: WebAssure is selling a service provided via multiple public and private facilities, some of which are not within its control. WebAssure does not guarantee the quality or condition of the Service. WebAssure does not guarantee the Subscriber's subscribed Services will be available 100% of the time and WebAssure will not be held liable for any losses in the event that there is a service failure. WEBASSURE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH THIS CONTRACT.

14. Miscellaneous:

(a) The terms and conditions hereunder are the complete agreement between the parties. The Agreement supersedes (i) all prior agreements between the parties and (ii) all representations or promises made by WebAssure or its representatives, with respect to the subject matter hereof.

(b) Any modifications of, or waiver of rights under, this Agreement must be in writing, signed by the party or parties to be bound by the modification or waiver.

(c) No provision of any purchase order or other document which Subscriber may issue covering any Services or related equipment will modify the terms and conditions of this Agreement; Subscriber agrees that any such purchase order or other document is strictly for the purposes of Subscriber's internal use.

(d) Any failure on WebAssure's part to exercise WebAssure's rights, or delay in exercising WebAssure's rights, shall not be deemed to be a waiver of those rights; waiver of any provision hereunder on any occasion shall not be construed to be a waiver of any other provision or of the same provision on any other occasion.

(e) Any notices required under this Agreement must be delivered in person or mailed, properly addressed and with postage prepaid, to the party entitled to receive the notice.

(f) THIS AGREEMENT SHALL BE INTERPRETED UNDER THE LAWS OF THE STATE OF TEXAS. VENUE FOR LITIGATING ANY DISPUTE UNDER THIS AGREEMENT SHALL BE IN THE APPROPRIATE FEDERAL OR STATE COURT IN BEXAR COUNTY, TEXAS.