2. Charges shall be due upon Customer's receipt of invoice and payable on or before the Due Date. Any amount not paid by the Past Due Date shall be considered past due and subject to a late fee of $15.00 and 10% of the outstanding balance. In addition to such rates and charges, customer shall be responsible for all taxes assessed in connection with the Services. The provision of Services is conditioned upon Customer's creditworthiness and timely payment of invoices. Minerva may modify the payment terms or require other reasonable assurance of payment (i.e. a deposit).

3. This Agreement shall be effective upon the Effective Date and continue until the expiration of the contract. The agreement shall automatically renew for successive periods equal to the original contract period, unless canceled in writing per the Termination clause. The new contract shall be based on the same rates, terms and conditions of the original Agreement. Minerva may terminate this agreement and/or suspend all or any part of the Services if: (a) Customer fails to pay any amount when due hereunder after five (5) days prior written notice and opportunity to resolve prior to termination; (b) Customer becomes or is declared insolvent or bankrupt or is the subject of any proceedings related to its liquidation, insolvency or for the appointment of a receiver or similar offer for it; or (c) any breach of the Agreement, including but not limited to violation of the Acceptable Use Policy. Customer may terminate a Service in accordance with its terms, and if cause exists to terminate all or substantially all of the Services, then Customer may terminate the Agreement in its entirety. If Customer terminates this Agreement for cause based on the SLA, Customer shall only be liable for charges accrued but unpaid as of the termination date. If Customer terminates this Agreement or any Services prior to the conclusion of its Term for any other reason or if Minerva terminates this Agreement or any Services pursuant to this Section 3, Customer shall pay for all accrued and unpaid charges for Services provided through the effective date of such termination plus an early cancellation charge equal to 75% of the remaining contract value.

4. All use of the Services and Minerva's network shall comply with the AUP, which is made a part of this Agreement (http://www.minerva.net/acceptableuse.cfm). Minerva reserves the right to amend the AUP effective upon posting to the web site or other notice to Customer. Customer agrees to defend, indemnify and hold harmless Minerva, its affiliates, and contractors from any and all third party claims, liabilities, costs and expenses, including reasonable attorney's fees, arising from or related to use, sharing or modification of the Services by Customer or End Users.

5. CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICES AND THE INTERNET AND ACCESSES THE SAME AT ITS OWN RISK. MINERVA EXERCISES NO CONTROL OVER AND HAS NO RESPONSIBILITY WHATSOEVER FOR THE CONTENT ACCESS OR ACTIONS TAKEN ON THE INTERNET AND MINERVA EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR SUCH CONTENT OR ACTIONS. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, THE SERVICES AND RELATED SOFTWARE AND/OR CUSTOMER HARDWARE PROVIDED BY MINERVA, IF ANY, ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY MINERVA, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE A SERVICE OR HARDWARE WARRANTY.

6. WITHOUT LIMITING SECTIONS 2, 3, AND 4, NEITHER PARTY, ITS AFFILIATES OR CONTRACTORS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY LOST OR IMPUTED PROFITS OR REVENUES OR LOST DATA OR COSTS OF COVER ARISING FROM OR RELATED TO THE SERVICES OR THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED AND REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LIABILITY, LOSS OR DAMAGE. CUSTOMER'S REMEDIES FOR ANY AND ALL CLAIMS RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THOSE SET FORTH IN THE SLA.

7. Neither party shall, without the prior written consent of the other party, disclose or use the confidential information of the other party, during the term of this Agreement and for one (1) year following the expiration or termination hereof. For purposes of this section, confidential information shall include, but not be limited to, the terms and existence of this Agreement, including pricing. Each party will take reasonable precautions to protect the other party's confidential information, using at least the same standard of care as it uses to maintain the confidentiality of its own confidential information. The receiving party may disclose confidential information if required by a governmental agency, by operation of law, or if necessary in any proceeding establishing rights or obligations under this Agreement provided that the receiving party gives the disclosing party reasonable prior written notice sufficient to permit the disclosing party to contest such disclosure.

8. Customer shall not: (a) make any disclosure to any other person or issue any press release or other public announcement regarding this Agreement or any relation between Customer and Minerva; or (b) use the name, trademarks or other proprietary identifying symbol of Minerva or its affiliates without Minerva's prior written consent. In the case of a press release or other public announcement, such prior written consent may only be provided by authorized representatives of Minerva's Legal department. Minerva shall, in addition to any other available remedies, have the right to terminate this Agreement and any other agreements between the parties if Customer violates this provision.

9. If requested by Customer, Minerva shall provide certain hardware/software in connection with the requested Services. Customer acknowledges that: (a) Minerva is not a manufacturer of any computer hardware/software; and (b) Minerva shall not be bound by or liable for any representation, warranty or promise made by a hardware/software provider. Minerva disclaims any liability for loss, damage or injury to any party as a result of any defects, latent or otherwise, in any hardware/software. Accordingly, all hardware/software purchased from Minerva is subject to the terms and conditions set forth in the manufacturer's or publisher's warranty or end-user license applicable, with no warranty of any kind from Minerva. In the event that any hardware/software not provided by Minerva impairs Customer's use of any service: (a) Customer shall nonetheless be liable for payment for all Services provided by Minerva; and (b) any SLA generally applicable to the charges shall not apply. Customer will pay for all hardware/software shipping charges.

10. Except as otherwise provided herein, all required notices shall be in writing, transmitted to the Parties addresses specified in the signature page or such other addresses as may be specified by written notice and will be considered given either: (a) when delivered in person to the recipient named on the signature page; (b) when deposited in either registered or certified US Mail, return receipt requested, postage prepaid; or (c) when delivered to an overnight courier services.

11. Any dispute relating to this Agreement shall be submitted for binding arbitration under the Commercial Arbitration rules of the American Arbitration Association. The venue for any such arbitration shall be Fairfax County, Virginia. Customer will pay any collection fees related to past due amounts. Customer may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Minerva, which consent will not be unreasonably withheld or delayed. In the event that any provision of this Agreement is held to be unenforceable, the unenforceable provision shall be construed as nearly as possible to reflect the original intent of the parties and the remaining provisions shall remain in full force and effect. Except with regard to the SLA, neither party's failure to insist upon strict performance of any provision of this Agreement shall be construed as a waiver of any of its rights hereunder. The terms of this Agreement shall prevail notwithstanding any conflicting terms of any other form for purchase or payment submitted by Customer to Minerva. All terms and provisions of this Agreement, which should by their nature survive the termination of this Agreement, shall so survive. Neither party will be liable for any delay or failure to perform its obligations hereunder if a Force Majeure Event causes such delay or failure. The laws of the State of Virginia shall govern this Agreement. This Agreement, the AUP and any forms accepted hereunder constitute one and the same legally binding instrument and the entire agreement between Customer and Minerva with respect to the subject matter hereof, and supersedes all prior offers, contracts, agreements, representations and understandings made to or with Customer and Minerva, whether written or oral, relating to the subject matter hereof. All amendments to the Agreement shall be in writing and signed by the Parties.

Snail Mail:
    Minerva Network Systems, Inc.
    4100 Lafayette Center Drive Suite 100
    Chantilly, VA 20151

    Voice: 1.703.263.0796 / 1.888.667.7231
    Fax: 1.703.263.0799 (fax)
    Electronic Mail: accounts@minerva.net
    World Wide Web: www.minerva.net