ECLATH, Inc Terms of Service

(effective as of 1 August, 2009)

Services Policy

ECLATH, Inc. is, first and foremost, a consulting and services company. Any time spent on the phone, on site (in person), researching products, prices or solutions, communicating results, solutions and other issues, implementing solutions and other related time not included here, may be considered a service rendered and billed according to the negotiated terms and/or Client Level. Prepayment is required on all special order hardware unless otherwise negotiated prior to placement of an order or to the start of work. Full payment is due upon completion for all labor charges unless otherwise negotiated prior to start of work. Unless otherwise negotiated prior to the start of work, services rendered are charged at the current rate. A list of most service rates is included in the section of this document titled “Service Rates.” By requesting service including consultation, research or any other services, the client agrees to the terms enclosed in this document, and to receiving correspondence including billing and payment information via e-mail.

Late Payment Policy

Unless otherwise negotiated prior to the start of work, payment in full is required the day the service is performed. If an invoice is prepared, payment is required by the due date printed on the invoice, or within 10 calendar days of receipt, whichever is later. Any account that carries an outstanding balance of at least $1 is considered late on the 11^th calendar day after the service date, or invoice due date, whichever is later. Any account considered late may be assessed a late payment fee of 1.5% per month (annual rate of 18%) of the unpaid balance.

Any client whose account carries an outstanding balance may, at our discretion, be declined future work, may have work suspended until the balance is paid in full, any Net15 or Net30 terms may be revoked, or may have projects canceled. Clients whose accounts carry an outstanding balance may also be required to pay for some, or all, future work in advance. An option for prepayment may be provided by contacting ECLATH, Inc. via the web page at http://www.eclath.com/pages/contact.php4. In the event that a prepayment is required, the proceeds for prepayment will apply first to the new work, and any remainder to the outstanding balance. Where applicable, a refund, or credit, will only be issued, or extended, after the entire account balance, including any finance charges or late fees, has been paid in full. In addition, clients whose accounts carry a past due balance may, at our discretion, become ineligible for discount pricing on any future work. Furthermore, the client agrees to pay for all balances, both current and outstanding, along with all finance charges, bank charges (including returned check and Non Sufficient Funds (NSF) charges), collections costs and attorneys fees related to the collection of monies owed.

Client Levels

Discount Preferred – Discount Preferred clients are eligible for a 20% discount on eligible consulting and repair services including Premium Time¹ (not applicable with promotions, negotiated rates, material goods, software and special order items), have a guaranteed same or next business day contact response time. Research time is generally not billed until third hour each month, and is then billed at the negotiated or Discount Rate. Discount Preferred clients are customers who meet the following conditions :

• Have an account currently in good standing, with no outstanding balances past the due date during the most recent 24 months. AND,
• Meet at least one of the following criteria:
• Have paid for at least 30 hours of service each month for at least three consecutive months during the most recent 18 months, OR
• Have paid for at least 150 hours of service each year for 3 years OR
• Have spent at least $3500.00 in services, or $5500 in any combination of goods and services during the previous 30 days, OR
• Have spent at least $10,000 in the most recent 12 months.

Standard – Standard customers pay the current standard hourly, project, or monthly rate, and have no guaranteed callback time, but can generally expect a return call within three business days. Research time is billed at the standard hourly rate after the first half hour, and again each hour thereafter. Standard customers include those who:

• Are a new client, with no service level agreement prior to commencement of work (pricing may be affected if responding to a current, valid promotion), OR
• Have had an outstanding balance, at least once, for 11 or more days after the due date during the last 24 months, AND/OR
• Are not a Tier1, Tier2 or Discount Preferred client.

Tier1 – Tier1 customers are required to make payments in advance of visits, and are ineligible for promotional rates and offers. Response times are not guaranteed. Research time is billed at the standard rate in 13 minute increments. Tier1 customers include those who meet one or more of the following conditions :

• Are not Discount Preferred, Tier2 or Standard Customers, AND/OR
• Have an account that has carried an outstanding balance for 60 days or more past the due date at least once in the most recent 24 months

Tier2 – No services will be provided to Tier2 customers until accounts are paid in full except in the case of a customer stated emergency. In the case of a customer stated emergency, a 3 hour minimum prepayment at the Premium Time rate will be charged and due, in cash, at the time of the visit, or paid in advance using a credit card. Billing for Premium Time includes, but is not limited to, any travel time to the client’s site, and any travel necessary for parts and supplies. If the responding technician determines that equipment must be purchased to resolve the issue, the full amount due for the equipment, including any shipping charges, will be due prior to work continuing. If the work extends beyond the prepaid 3 hours, remaining time will be charged at the standard rate and due immediately upon completion of the work. Any monies collected from Tier2 clients will be immediately applied to the emergency, and any remaining funds will be applied to the outstanding principal on the account. Tier2 customers include those who meet one or more of the following conditions :

• Have accounts that currently carry an outstanding balance of at least $1 that is 90 days or more past due, AND/OR

• Have accounts that have carried an outstanding balance of at least $1 for 120 days or more past the due date at least once in the most recent 72 months, AND/OR
• Have been verbally (including oral statements, gestures, written or electronically produced documents) or physically abusive of ECLATH staff, AND/OR
• Have an account with ECLATH, Inc that has required transfer to collections or the involvement of an attorney to collect monies owed.

Legal Action – In the event that a customer fails to make payment on an account by the 121^st day after the due date, the customer will be held liable for the original amount due, plus any accumulated late fees, and any collections costs and all legal costs necessary to settle the account.

Service Rates

Unless otherwise negotiated or specified, all rates are effective 1 August, 2009 and apply equally to remote support and on site visits. Except as specifically stated otherwise, time is billed in whole hour increments.

Promotions : Equal to the rates and exclusions specified in the promotion. Eligible customers only as specified in the promotion. Please refer to the promotion materials for specific details. Tier2 customers ineligible for promotion rates.

Discount Preferred : 10% discount off the Standard Rate

Standard Rate : $65.00 per hour

Tier1 : $65.00 per hour, prepayment required, with a 3 hour minimum. Not eligible for discounts, Net15 or Net30 Terms.

Tier2 : Emergency responses only. Rate equal to the Premium Time rate. 3 hour minimum prepayment by credit card, or cash on arrival. Not eligible for discounts (Including Prepayment discounts), Net15 or Net30 Terms. Billing includes travel time to the client’s site, and any travel necessary to obtain parts and supplies.

Premium Time : $125.00 per hour. Emergency calls outside the posted hours. Unless otherwise specified or negotiated, Premium Time calls are billed at a minimum 2 hour service call (3 hours for Tier2 customers) with billing to include travel time to the client’s site, and any travel necessary to obtain needed supplies and parts (Discount Preferred Customers are eligible for 1 hour minimums). Response time is based on Technician and Client availability. Please note that, in addition to time spent on site or otherwise working on a client issue, Premium Time billing does include travel time to the client’s site, and any travel necessary to obtain supplies and parts to resolve the issue. Unless otherwise negotiated prior to the start of work, or stated above, payment is due at the time of service.

Phone Time : Unless otherwise agreed, phone consultation is charged at $1.00 per minute spent on the phone, regardless of the outcome of the call.

Project Billing: Unless otherwise stated or agreed, projects are generally billed every 30 days at a cost of not less than $1500.00 for the first 30 hours of each 30 days, and $65.00 per hour thereafter.

First Third and Equipment/Software : When a project agreement is reached, unless otherwise specified in the agreement, all equipment/software must be paid for up front. Subsequently, by the 14^th calendar day, payment must be received on all billable time spent up to the date of the agreement, plus the first third of any estimated costs.

Prior Terms of Service :

(2008 Terms of Service, are available at http://www.eclath.com/pages/2008_tos_eclath.htm)

(For invoices with the first five numbers starting between 09040 and 09073, Terms of Service are available at http://www.eclath.com/pages/Terms_ECLATH_0904_0907.htm)