PREPARIS ADDENDUM

The terms contained in this Addendum shall only apply to the Services for Preparis (“Preparis”) on the Order Form between Mitratech and Customer.  In the event of a conflict between the terms of the Agreement, the Order Form, and the remainder of this Addendum, the Addendum shall control.

1. 1. Actions upon Termination of Services. Upon termination of the Agreement, Preparis will retain Customer’s Data for thirty (30) calendar days, unless Customer requests earlier deletion, and provide Customer with an opportunity to securely download a copy of Customer Data in its original format upon written request to Preparis. Within thirty (30) business days from Agreement termination Preparis will facilitate secure deletion of Customer’s Data from disk volumes. Certification of the secure deletion of Customer Data will be provided upon Customer request.
   2. Limitation of Damages.  Preparis shall not be responsible to Customer, to any recipient of a communication from the Services, or to any other person for any charges or claims that arise from Customer’s or an individual person’s receipt of or response to a notification message in the course of Customer’s use of the services.

• Restrictions of Use.  

• Customer will not in connection with use of the Services: (a) interfere with or disrupt the computer networks of Preparis or attempt to do so; (b) forge headers or in any manner manipulate identifiers in order to disguise the origin of any information; (c) download, upload, post, transmit, publish, or distribute any material that infringes, violates, breaches or otherwise contravenes the rights of Preparis or any third party, including any copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; (d) interfere with or disrupt the use of the Services by any other customer or user or reverse look-up, trace or seek to trace any information on any other user of or visitor to the Services, or any other customer of Preparis, including any Preparis account not owned by Customer; (e) probe, scan or test the vulnerability of the Services or any network connected to the Services or attempt to gain unauthorized entry or access to the computer systems of any other person or entity; (f) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services, Preparis’ systems or networks, or any systems or networks connected to this website or to Preparis; or (g) download, upload, post, transmit, publish or distribute any material or information that constitutes or encourages conduct that would constitute a criminal offence, give rise to other liability, or otherwise violate applicable law.

• Customer may not use any linking, deep-linking, framing or page-scraping technology, robots, spiders or other automatic devices, programs, algorithms or methodologies, or any similar or equivalent manual processes, to access, acquire, copy, distribute, display or monitor any portion of the Services or any content, or in any way reproduce or circumvent the navigational structure or presentation of the Services, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Services.

• Customer shall not use the Services to develop, support, or create any database or product that competes directly with the Services or any other Preparis product or service offered in the marketplace, or would create a functional substitute for any such Preparis products or content.

• Customer may download and use certain content that is purposely and expressly made available by Preparis for downloading from the Services (such as product sheets or articles), provided that Customer: (i) does not remove any proprietary notice or disclaimer language in any copies of such documents, (ii) uses such information only for Customer informational purposes and does not copy or post such information on any networked computer or broadcast it in any media, (iii) makes no modifications to any such information, and (iv) does not make any representations or warranties relating to same.

1. 1. Modification of Services. Preparis may make changes to the Services without notice, provided such changes affects all similarly situated users of the Services. 
   2. Log-in. Customer acknowledges that usernames and passwords that are provided to Customer are for Customer use only, may not be shared, and shall be considered as Confidential Information.
   3. No Advice. Customer should not rely on the Services and the information and resources contained in the Services as a replacement or substitute for any professional, financial, legal or other advice or counsel.
   4. Links to Third Party Websites. The Services may contain links to websites of third parties. These links are provided to Customer as a convenience, and Preparis is not responsible for the content of any linked website. In addition, a link to any non-Preparis website does not imply that Preparis endorses or accepts any responsibility for the content or use of such a website.

• Third Party Restrictions

1. 1. 1. In addition to the rights and restrictions set forth in agreement(s) that Customer have entered into with Preparis, use of the Services is subject to the additional following terms: (i) Customer may be required to enter into, or to comply with the terms of, a third-party licensor agreement, and (ii) Customer may receive such terms within the Services or directly by the third-party licensor. 
      2. To the extent that Customer redistribute any third-party services, Customer must obtain all required approvals for control and redistribution of such third-party services. Customers are responsible for any and all costs and fees associated with agreements entered into with any such third-party licensor. If a third-party licensor ceases to make one or more of its services available to Preparis or requires Preparis to suspend or terminate the provision of all or any part of its services to Customer, or if Preparis terminates its arrangements with the third-party licensor, then Preparis may suspend or terminate that part of its services immediately without notice or further obligation to Customer. 
      3. Content provided by third-party licensors (“Third Party Content”) may contain: (i) restrictions, including without limitation, as to disclosure and use of the Third-Party Content; and (ii) specific disclaimers with regard to such Third Party Content, including without limitation disclaimer for liability for inaccuracies, errors or omissions; which may be displayed in and shall apply to the Third Party Content.
      4. Such Third-Party Content is provided by other, non-Preparis information providers and therefore Preparis has no responsibility and makes no representations or warranties as to the accuracy, timeliness or completeness of the Third Party Content. Preparis shall not be held liable for any loss or damage caused by the inaccuracies, errors or omissions, incomplete or late Third-Party Content.

• Additional Terms and Conditions for Advisory Services and Consulting:

1. 1. Working Practice. Customer will designate a representative to be the project sponsor for the Services. This representative will be the focal point for all communications relative to the Services and will have the authority to act on Customer’s behalf in matters regarding the Services. Customer will provide adequate working space at Customer’s site for Preparis to work if on site. Customer’s employees will be made reasonably available to Preparis for planned meetings, to answer questions, and to provide information concerning the project (existing plans, processes, procedures, recovery strategy, etc.) in a timely fashion. Customer will ensure participation of key personnel in meetings.
   2. Project Assumptions. All work will be performed during normal business hours, Monday through Friday, except applicable holidays. Preparis shall not have responsibility for any product that is not provided by nor any task that is not performed by Preparis during the engagement. Failure of Customer to provide accurate information regarding processes, recovery tasks, or business requirements may add time and cost to the project. Preparis is not responsible for delays, errors, or omissions caused or incurred by other parties.

[End of Preparis Additional Terms Addendum]