SERVICE LEVEL AGREEMENT

1. INTRODUCTION. Top Echelon has developed and owns computer software known as Big BillerÔ; and offers a World Wide Web (“Web”) application service that permits users to access an “online” version of Big BillerÔ through a designated Web Site. Company would like to purchase Top Echelon’s Service (as defined below) and Top Echelon would like to provide the Service to Company in accordance with the terms and conditions of this Agreement.

2. DEFINITIONS. As used in this Agreement, the following terms have the definitions set forth in this section.

A. “You,” “Your,” and “Yours” means Company.

B. “Us,” “We,” “Our,” and “Ours” means Top Echelon Network, Inc.

C. “Software” means the Web-based version of Top Echelon’s Big BillerÔ computer program exclusive of all intellectual property rights, trademarks, trade names and source code associated with Big BillerÔ.

D. “Enhancements” means (1) modifications that correct errors in or improve the basic functionality of the Software; (2) upgrades to the Software that contain substantial design or configuration advances; and (3) additional modules that function in conjunction with the Software to provide functionality not present in the Software then being used by you.

E. The “Service Site” means the Web site through which our customers of may access the Service.

F. “Documentation” means any and all writings, correspondence, memorandums, pricing schedules, illustrations, graphs, reports, educational materials, information, plans, processes, models, trademarks, trade names, mailing lists, or other information and/or property provided to you by us that relates directly or indirectly to the Service or any component of the Service.

G. “Submission” means any suggestion, idea, feedback, recommendation, or other information (exclusive of your Material Data) you provide to us that relates to the Service, any component of the Service, or Top Echelon’s business.

H. “Confidential Information” means any Submission as well as all information disclosed to or acquired by you from Top Echelon during the performance of this Agreement or the course of your membership (if any) in the Top Echelon Network, including, but not limited to, this Agreement, the Service, and Top Echelon and its Members, Clients, and Customers’ know-how, business plans, data, processes, source code, techniques, customer information, inventions, discoveries, formulae, patterns, mailing lists, and devices unless such information is public knowledge. “Public Knowledge” does not include information known only to Top Echelon Members.

I. “Customer Support” includes telephone and/or email help-desk access during Top Echelon’s normal business hours and routine error correction and maintenance modifications. Customer Support does not include the provision of Enhancements, programming, or detailed or specialized maintenance or support different in kind or amount from those provided to other customers of the Service, including, without limitation, problems that may arise in interfacing or operating the Service or any of its components with non-supported, unusual or proprietary systems.

J. “Material Data” means your business data, including, without limitation, accounting and financial data, sales data, applicant information, resumes, candidate information, job orders, client information, and any other electronic information you supply to Top Echelon under this Agreement.

K. “Designated Portal” means any computer or similar device identified by you that permits you or your designees to access the Software through the Service Site.

L. “Service” means the Customer Support, Software, Service Site, storage space, Enhancements, Documentation, and Confidential Information together with any and all work product we provide to you under this Agreement.

M. “Use,” when referring to the Service or any of its components means accessing, operating, storing, loading, installing, executing, displaying the Service or any component of the Service or sending communications through the Service.

3. LICENSE TO USE. We grant and you accept a personal, non-transferable, non-exclusive, limited license to use our Service in accordance with the terms and conditions of this Agreement.

4. FEES. We will provide you a fee schedule that may be amended by us from time to time. You will pay us our published licensing, storage, download, and other fees in accordance with the fee schedule. You will be required to pay a license fee for each user. You may add licenses from time to time, which will be billed to you at the then current license fee. License and other fees and charges will not be prorated for partial billing months.

5. PAYMENT TERMS.

A. CUSTOMERS OF PREFERRED MEMBER SERVICES. If you purchase “Preferred Member” services from Top Echelon, then we will invoice you in advance on a monthly basis for the Service. Invoices are due upon receipt and you will make full and prompt payment of your account balance upon receipt of any invoice.

B. CUSTOMERS OF AFFILIATE SERVICES. If you purchase “Affiliate” services from Top Echelon, or purchase only those Services set forth in this Agreement, then you will provide us with a valid Visa, Mastercard, or American Express credit card number. On a monthly basis, we will charge your credit card for Services one month in advance. You signature on this document authorizes us to charge all amounts due to your credit card. If your credit card does not have sufficient credit limits to pay any given invoice, you will pay the total charges within 48 hours and provide another credit card with sufficient credit limits.

C. LATE PAYMENTS. We will charge you in advance for each month’s use of the Service; and, Service charges will not be refunded after we have invoiced you for the Service. If we do not receive payment from you within 10 days from the due date of our invoice, we may, in our sole discretion, (1) suspend or discontinue your access to the Service; and/or, (2) charge your account interest at the minimum rate of eighteen percent (18%) per annum or the maximum rate allowable by law, whichever is less. If any payment by check is returned for insufficient funds or otherwise, you will pay us $38 in addition to the actual invoice amount. Also, you will pay all of our costs of collecting overdue amounts, including, without limitation, our reasonable attorney fees.

D. BILLING INFORMATION. You must notify us of any new information within 30 days of a change to your billing information.

E. Reconnection FEE. If your Service is suspended or discontinued for any reason, we may charge you a reconnection fee if your request renewed access to the Service.

6. PROPRIETARY RIGHTS.

A. THE SERVICE. We are and will remain the sole owner of all personal and intellectual property rights associated with the Service or any of its components. Further, you agree that if, in the course of using our Service, you acquire any goodwill or reputation (“Moral Rights”) in our Service or any of its components, then you will assign all such Moral Rights to us without additional consideration. Also, all work-product that may be created by us pursuant to this Agreement or any endeavor of the parties related to or arising out of this Agreement, is our exclusive property. None of the work product we create pursuant to this Agreement shall be deemed works for hire within the meaning of the copyright laws of the United States. All such works shall be and remain our exclusive intellectual and personal property. You hereby irrevocably assign to us, without any reservation, limitation, condition, or additional consideration, all intellectual and/or personal property rights that you may have or claim in the Service or any of its components. Further, you agree to execute any and all documents required and assist us in obtaining registration of such property rights.

B. MATERIAL DATA. You are and will remain the sole owner of all personal and intellectual proprietary rights associated with the Material Data. We will not use your Material Data for any purpose other than performance of this Agreement and the operation, administration, and management of the Service without your express permission.

7. PRIVACY. You acknowledge that you have read and understand our Privacy Policy, which is incorporated herein by reference. We will not deliberately share your Material Data with third parties without your consent. However, we may employ the use of “cookies” to tell us about your use of the Service. We will not deliberately disclose specific personal information about you, but we may, from time to time, disclose aggregate information about our customers and the Service.

8. MAINTENANCE AND SUPPORT. So long as you are not in default under this Agreement, we will provide:

A. CUSTOMER SUPPORT. If you purchase Preferred Member or Affiliate services from Top Echelon Network (“Network”), Customer Support will be provided at no additional charge. If you do not purchase either of these service levels from Top Echelon Network, then Customer Support will be provided at our regular hourly rate for Customer Support. If you request work that does not fall within “Customer Support” as defined by this Agreement, performance of the work may be subject to our hourly Customer Support and/or programming rates.

B. ENHANCEMENTS. Enhancements will be provided to you at the same time and on the same terms and conditions they are provided to other customers of the Service.

C. SERVICE TRAINING. If requested, we may provide training at our hourly per-person rates.

D. SECURITY. We will endeavor to protect the confidentiality and integrity of the Service and your Material Data by using the same security measures we use to protect our own electronic business information. We will endeavor to restrict access to the Service and/or your Material Data to our employees, contractors, and individuals identified by you as authorized users. We will assign user identifications and passwords to all of your licensed users, but it is your responsibility to prevent unauthorized access to the Service through the assigned identifications and passwords. You may not “share” or distribute user identifications or passwords among any persons other than the person to whom we assigned the identification and password. We will endeavor to assist you in preventing loss of your Material Data by using reasonable efforts to conduct periodic back-ups and maintaining a “firewall” against malicious, harmful or disabling data, work, codes or programs. However, we do not warrant or guarantee against any loss of Material Data under any circumstances. Nor do we represent, warrant, or guarantee any level of security, availability, confidentiality, accuracy, or integrity of the Service or Material Data.

E. STORAGE. You will receive data storage subject to our published storage rates and limitations. We will endeavor to notify you when your storage reaches 90% of the maximum allowed, but our failure to do so will not relive you of your obligation to pay for additional storage if you should exceed your maximum storage capacity.

F. DOWNTIME. We will endeavor to provide you with a twenty-four (24) hour notice of system maintenance that will require downtime. However, we are not required to provide notice and we do not represent, warrant, or guarantee that we will provide you with any notice of downtime for maintenance or any other reason. Nor do we represent, warrant, or guarantee that the Service will be available to you at all times.

9. LIMITS ON USE. You, not Top Echelon, are responsible for the content of your Material Data and the results of your use of or inability to use the Service. You will not use the Service to send unsolicited or unauthorized email, junk mail, spam, chain letters, or advertising. Nor will you make, create, solicit, transmit, upload, or publish any comment, request, suggestion, proposal, image, data file, or communication (including email) or use the Service or any of its components in a manner that is likely to (1) be perceived as pornographic, obscene, indecent, discriminatory, threatening, harassing, or defamatory; (2) violate another’s intellectual or personal property rights or invade another’s privacy; (3) contain a computer virus or corrupt data; (4) adversely affect the performance of the Service or any of its components; (5) impersonate another; (6) violate any applicable state, federal, or international law; or (7) interfere with another’s use and enjoyment of the Service. In addition, you warrant that you have permission to disseminate and publish your Material Data through the Service.

10. REVERSE ENGINEERING. You may not reverse engineer any aspect of the Service; and, you may not disassemble or decompile any aspect of the Service without our prior written consent. In some jurisdictions, our consent may not be required for limited disassembly or decompilation. Upon request, you will provide us with reasonably detailed information regarding any disassembly or decompilation. You may not decrypt the Software unless decryption is a necessary part of the operation of the Software.

11. ASSIGNMENT/TRANSFER. Your license is non-transferable unless you first obtain our prior written consent to transfer, which will not be unreasonably withheld. If we consent to the transfer, your license will automatically terminate upon transfer; and, you must deliver all components of the Service, and any copies, to the transferee. The transferee must accept the terms and conditions of this Agreement as a condition to the transfer. We may assign and delegate this Agreement to a third party if (1) the third party is created by merger; or (2) the third party acquires substantially all of our assets. However, we will not transfer or assign this contract to a third party without first obtaining the transferee’s and/or assignee’s contractual obligation to provide you and all other Service customers 90 days written notice of termination, permanent, or substantial discontinuation of the Service or any of its components.

12. TERMINATION.

A. Upon Breach. In the event you breach of any term or condition of this Agreement, we may, in our discretion, and in addition to all other remedies we have, terminate, suspend, or discontinue this Agreement without notice.

B. For Convenience. Either party may terminate, suspend, or discontinue this Agreement for convenience (for any reason, or no reason at all, in the party’s sole discretion) upon 30 days advance written notice to the other. Notice of termination for convenience will not be effective until it is received by the other party in writing.

C. Final Payments. If either party terminates, suspends, or discontinues the Service or this Agreement, we will not reimburse you for any “unused” Service. In addition, you will be responsible for all Service fees incurred during the notice period in accordance with this Agreement. Further, all service fees that remain owing by you upon the effective date of termination shall immediately become due and payable upon the effective date of termination.

D. Wrapping Up. Upon the effective date of termination, suspension, or discontinuation, you will (1) cease all use of the Service; (2) deliver to us or purge and destroy as directed by us any and all components of the Service; and, (3) make arrangements with us for the return of your Material Data within forty-five (45) days from the date of receipt of written notice of termination. We are not obligated to retain your Material Data for any period of time greater than forty-five (45) calendar days from the effective date of notice of termination, suspension, or discontinuation, and if you do not make arrangements with us to return your Material Data to you within that time, we may delete and/or dispose of it in our sole discretion.

13. RE-SALE, SUBLICENSING, EXPORT. You may not re-sell or sub-license the Service to anyone; and, you may not export or re-export the Service or any of its components or make copies or adaptations of the same in violation of this Agreement or any applicable laws or regulations.

14. OTHER LIMITATIONS. The Service has been developed entirely at our private expense. The Service and or components of the Service may be subject to U.S. controls on “commercial computer software.” You have only those rights provided for in such Software and documentation by the applicable FAR or DFARS clause or other U.S. state and federal laws and regulations as they may be enacted or amended from time to time and the terms of this Agreement. In addition, you represent and warranty that you do not and will not do business with and are not owned or controlled by any person or entity that (1) is a national of any nation, territory, or government that the United States has embargoed; (2) is named as on the U.S. Treasury Department’s list of Specially Designated Nationals; (3) is named on the U.S. Commerce Department’s Table of Denial Orders; or (4) is connected or associated with any person or nation that assists, harbors, or supports terrorist activities.

15. CONFIDENTIALITY & NON-COMPETITION. All Confidential Information is our proprietary and/or licensed trade secret information. You will not disclose any of our Confidential Information to any unauthorized third party. Further, You will not directly or indirectly make use of our Confidential Information except as set forth in this Agreement. Nor will you engage in competition against us during the term, any renewal term, and/or for a period of two years from the date of termination of this Agreement

16. DISPUTES, GOVERNING LAW, AND FORUM. In the event that a dispute arises between the parties, each party will act in a commercially reasonable manner to resolve the dispute without litigation. However, if the parties are unable to resolve the dispute on commercial grounds, any litigation between the parties arising out of or related to this Agreement will be initiated and concluded in a court of proper subject matter jurisdiction for Stark County, Ohio. You waive any defense to (1) personal jurisdiction in Ohio; and (2) venue in the state and/or federal courts for Stark County, Ohio. This Agreement shall be governed and construed in accordance with the laws of the State of Ohio without regard to its choice of law provisions.

17. WARRANTY DISCLAIMER. THE SERVICE AND ALL COMPONENTS THEREOF ARE PROVIDED AND LICENSED TO YOU "AS IS" AND “AS AVAILABLE” WITH ALL DEFECTS AND WITHOUT ANY WARRANTIES OR CONDITIONS WHATSOEVER, EXPRESS OR IMPLIED. YOU ACKNOWLEDGE THAT SOME OF THE SERVICE’S COMPONENTS, FEATURES, AND FUNCTIONALITY MAY BE TEMORARILY OR PERMANENTLY MODIFIED, SUPPLEMENTED OR ELIMINATED BY US IN OUR SOLE DISCRETION WITHOUT NOTICE TO YOU. YOU ACKNOWLEDGE THAT OUR SERVICE IS SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND REGARDLESS OF THE CAUSE OF LOSS, YOU ASSUME THE RISK OF ANY AND ALL LOSSES ASSOCIATED WITH YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, LOSS, DELETION, CORRECTION, DESTRUCTION, DAMAGE, OR FAILURE TO CAPTURE OR STORE YOUR MATERIAL DATA. WE DO NOT REPRESENT, WARRANT, OR GUARANTEE THAT YOUR MATERIAL DATA WILL BE OR REMAIN FREE FROM LOSS, CORRUPTION, ERROR, OR DISCLOSURE. NOR DO WE REPRESENT, WARRANT, OR GUARANTEE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICE OR ANY OF ITS COMPONENTS OR CONTENT. FURTHER, WE DO NOT REPRESENT, WARRANT, OR GUARANTEE THAT YOU WILL BE ABLE TO ACCESS THE SERVICE OR YOUR MATERIAL DATA AT ANY PARTICULAR TIME OR FROM ANY PARTICULAR DESIGNATED PORTAL. FURTHER, WE SPECIFICALLY DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGMENT, AND WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR USAGE OF TRADE BETWEEN THE PARTIES.

18. LIMITATION OF LIABILITY. WE WILL NOT BE LIABLE TO ANYONE, REGARDLESS OF CAUSE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFIT, LOST DATA, OR BUSINESS INTERRUPTION), OR ANY OTHER DAMAGES, CAUSED IN WHOLE OR PART BY DISCLOSURE, FAILURE, DELAY, INTERRUPTION, UNAVAILABILITY, CORRUPTION, DEGRADATION, LOSS, YOUR USE, YOUR INABILITY TO USE, OR THE RESULTS OF YOUR USE OF THE SERVICE OR MATERIAL DATA. THIS LIMITATION WILL APPLY REGARDLESS OF WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT, OR OTHERWISE, AND WHETHER OR NOT YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES. SHOULD THE SERVICES OR MATERIAL DATA PROVE DEFECTIVE, DAMAGED, CORRUPT, OR UNUSABLE, WE WILL ENDEAVOR TO ASSIST YOU IN RECOVERY, EXTRACTION, CORRECTION, OR REPAIR; HOWEVER, YOU (NOT US) ASSUME THE ENTIRE COST OF ALL RECOVERY, EXTRACTION, CORRECTION, OR REPAIR (EXCEPT AS MAY BE OTHERWISE AGREED IN THE “MAINTENANCE AND SUPPORT” SECTION OF THIS AGGREEMENT). IN ANY EVENT, THE TOTAL AMOUNT OF AGGREGATE DAMAGES FOR WHICH WE WILL BE LIABLE TO YOU, REGARDLESS OF THE TYPE, AMOUNT AT CONTROVERSY, OR NUMBER OF CLAIMS, IS ONE-TWENTIETH (5%) OF THE TOTAL PAYMENTS MADE TO US BY YOU UNDER THIS AGREEMENT DURING THE CALENDAR YEAR IMMEDIATELY PRIOR TO THE DATE ON WHICH YOU CLAIM YOUR FIRST DAMAGES ACCRUED.

19. REMEDIES. In addition to all other remedies provided by this Agreement, you agree that we have the right to equitable relief against you in the event that you breach sections 6A, 9, 10, 11, 12, 13, 14, 15, 16, and 20 of this Agreement. Further, you admit that these sections are unique as applied to our relationship with you; and any breach of these sections by you would cause us irreparable harm for which we would not have an adequate remedy at law.

20. INDEMNIFICATION. You will defend, indemnify, and hold us and our shareholders, directors, officers, employees, agents, and assigns harmless from and against any liability, obligation, claim, judgment, loss, cost, damage, or expense (including, settlement amounts, reasonable attorney's fees, and all fees and costs) which results from: (a) your use of or inability to use the Service; (b) the loss, destruction, or corruption of your Material Data; (c) your performance under this Agreement; (d) your breach of any term, covenant, representation or warranty contained in this Agreement; (e) the other acts or omissions (including, without limitation, reckless and/or intentional acts or omissions) committed by you or your employees, contractors, and agents.

21. NOTICES. All notices required or permitted hereunder will be sent to the parties in writing by U.S. Mail, email, or a recognized national express courier, or if required to be made by Top Echelon, posted on its Web Site. You must give us timely notice of any change in your address, credit card, or bank account information.

22. AMENDMENT. We may, at any time and in our sole discretion, change, modify, amend, delete, or add (collectively, make “Alterations”) to the terms of this Agreement. Any Alteration will become effective immediately upon publication on our Web site. You are responsible for monitoring our Web site for Alterations to this Agreement. Your use of the Services after we publish an Alteration will constitute your acceptance of the Alteration.

23. SURVIVING SECTIONS. You remain obligated under all those provisions of this Agreement which, by their nature and effect, obligate you for a time period beyond termination and/or completion of this Agreement, including, without limitation, this section and sections 4, 5, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 and 20.

24. ENTIRE AGREEMENT. This Agreement sets forth the entire Agreement of the parties as it relates to the Service and supersedes all other oral or written agreements governing your use of the Service. The parties may enter into separate contracts governing other facets of their relationship; and, this Agreement does not affect or control those separate contracts.