This Ad-hoc Services Agreement for SharePoint (this "Agreement") is between Rackspace US, Inc. d/b/a Rackspace Hosting ("we" or "Rackspace") and the customer who accepts these terms ("you" or "Customer") and is effective as of the time that you accept the Agreement as part of Rackspace's online order process.

1. DEFINED TERMS
"Acceptable Use Policy" or "AUP" means the Rackspace Acceptable Use Policy posted at http://www.rackspace.com/information/legal/aup/ as of the date you accept this Agreement which is incorporated herein by reference.

"Affiliate" means any and all legal entities which now or hereafter the ultimate parent of Rackspace controls. For the purpose of this definition, "control" shall mean an entity, directly or indirectly, holding more than fifty per cent (50%) of the issued share capital, or more than fifty per cent (50%) of the voting power at general meetings, or which has the power to appoint and to dismiss a majority of the directors or otherwise to direct the activities of such legal entity.

"Business Day" or "Business Hours" means 8:00 a.m. - 5:00 p.m. Monday through Friday, United States central time, excluding federal public holidays in the United States.

"Confidential Information" means all information disclosed by one of us to the other, whether before or after the effective date of the Agreement, that the recipient should reasonably understand to be confidential, including: (i) for you, any proprietary information that you maintain in confidence (such as unpublished source code or inventions) and PII, (ii) for Rackspace, unpublished prices and other terms of service, audit and security reports, product development plans, data center designs (including non-graphic information you may observe on a tour of a data center), and other proprietary information or technology, and (iii) for both of us, information that is marked or otherwise conspicuously designated as confidential. Information that is independently developed by one of us, without reference to the other's Confidential Information, or that becomes available to one of us other than through violation of the Agreement or applicable law, shall not be "Confidential Information" of the other party.

"Customer Intellectual Property" or "Customer IP" means source code, trade secrets, inventions, and other proprietary information, and/or copies of your trademarks, service marks and other identifying indicia and/or other intellectual property that you provide to Rackspace for the purpose of enabling Rackspace to provide the Services.

"Personally Identifiable Information" or "PII" means: (i) a combination of any information that identifies an individual with that individual's sensitive and non-public financial, health or other data or attribute, such as a combination of the individual's name, address, or phone number with the individual's social security number or other government issued number, financial account number, date of birth, address, biometric data, mother's maiden name, or other personally identifiable information; (ii) any "non-public personal information" as that term is defined in the Gramm-Leach-Bliley Act found at 15 USC Subchapter 1, § 6809(4), and (iii) "protected health information" as defined in the Health Insurance Portability and Accountability Act found at 45 CFR §160.103.

"Service" or "Services" means the ad-hoc services for SharePoint that we may provide to you at your requests, excluding any support or services covered by a hosting services agreement or other agreement between us.

2. SERVICES
Rackspace will perform the Services in accordance with these terms on a best efforts basis. Rackspace agrees to follow security procedures at least as stringent, in Rackspace's reasonable judgment, as those described at http://www.rackspace.com/information/legal/securitypractices/. If you fail to timely provide information or take other actions as required by Section 3 (Your Obligations) below, then Rackspace's time for performance of the Services shall be extended by that number of hours/days that Rackspace was unable to begin or complete the Services in a reasonable manner as a result of your delay.

3. YOUR OBLIGATIONS
You must use reasonable security precautions in connection with your use of the Services and this Agreement, this includes encrypting any PII transmitted to or from, or stored on, the SharePoint environment. You must comply with the laws applicable to your use of the Services and the Acceptable Use Policy, if applicable. You must provide information and take actions as Rackspace may reasonably request. You must appoint a technical contact within your organization to work with Rackspace's technical personnel. Your technical contact must have familiarity with your information technology systems, and sufficient skill and knowledge in the technical aspects of the Services to interact with Rackspace's technical personnel. You must create, or arrange for the creation of, a reliable backup of any information that Rackspace will have access to as part of the Services prior to the time that Rackspace begins the Services. You are responsible for keeping your account permissions, billing, and other account information up to date using your MyRackspace^® portal or via another Rackspace defined process. You shall provide us with a resource who has the necessary access to the SharePoint environment and can also share their desktop with us via an encrypted system, that we can provide if requested, and monitor our access of the SharePoint environment during our performance of the requested Services. You must pay when due the fees for the Services.

4. PROMISES WE DO NOT MAKE
4.1 We do not promise that the Services will be uninterrupted, error-free, or completely secure. We do not promise that data, information and files stored in the environment will not be lost or damaged. You acknowledge that there are risks inherent in Internet connectivity that could result in the loss of your privacy, Confidential Information and property.

4.2 We disclaim any and all warranties not expressly stated in this Agreement including the implied warranties of merchantability, fitness for a particular purpose, and noninfringement. You are solely responsible for the suitability of the Services chosen. Any services that we are not contractually obligated to provide but that we may perform for you at your request and without any additional charge are provided on an AS IS basis.

4.3 Certain Rackspace Services are designed to help you comply with various regulatory requirements that may be applicable to you. However, you are responsible for understanding the regulatory requirements applicable to your business and for selecting and using those Services in a manner that complies with the applicable requirements.

5. UNAUTHORIZED ACCESS TO YOUR DATA OR USE OF THE SERVICES
Rackspace is not responsible to you or any third party for unauthorized access to your data or the unauthorized use of the Services. You are responsible for the use of the Services by any employee of yours, any person you authorize to use the Services, any person to whom you have given access to the Services, and any person who gains access to your data or the Services as a result of your failure to use reasonable security precautions, even if such use was not authorized by you.

6. EXPORT MATTERS
You represent and warrant that you are not on the United States Department of Treasury, Office of Foreign Asset Controls list of Specially Designated National and Blocked Persons and are not otherwise a person to whom Rackspace is legally prohibited to provide the Services. You may not use the Services for the development, design, manufacture, production, stockpiling, or use of nuclear, chemical or biological weapons, weapons of mass destruction, or missiles, in a country listed in Country Groups D: 4 and D: 3, as set forth in Supplement No. 1 to the Part 740 of the United States Export Administration Regulations, or as otherwise prohibited by law, nor may you provide administrative access to the Service to any person (including any natural person or government or private entity ) that is located in or is a national of any country that is embargoed or highly restricted under United States export regulations.

7. INTELLECTUAL PROPERTY
7.1 Customer's Pre-Existing Intellectual Property. You hereby grant Rackspace a limited term, non-exclusive, revocable, non-transferable license to use the Customer Intellectual Property solely for the purpose of performing the Services, and you retain all other right, title and interest in and to the Customer Intellectual Property. You represent and warrant to Rackspace that you have all of the rights in the Customer Intellectual Property needed to grant the license stated in this Section and that Rackspace's use of the Customer Intellectual Property as permitted by the Agreement will not infringe on the intellectual property rights of any third party.

7.2 Rackspace's Pre-Existing Intellectual Property. Rackspace will retain all right, title, and interest in and to its intellectual property existing prior to the beginning of the Services.

7.3 Intellectual Property Created by Rackspace as part of the Services. Unless otherwise specifically agreed to in writing, Rackspace shall own any intellectual property that it creates as part of providing the Services, either alone or jointly with you, provided that if the creation of the intellectual property is expressly defined as part of the "Services", then upon payment in full of the fees due for the Services, you will have a perpetual, irrevocable, transferable, fully paid, worldwide, non-exclusive license to use such intellectual property. You acknowledge that Rackspace may use any intellectual property it creates for you, either alone or jointly with you, to provide services to other customers, including your competitors, provided that such intellectual property does not contain or embody any Customer Intellectual Property or any of your Confidential Information.

8. TERM AND TERMINATION
8.1 Term. This Agreement is effective as of the date you accept the Agreement as part of Rackspace's online order process.

8.2 Termination for Convenience. Either party may terminate the Agreement for convenience on ten (10) days written notice as provided in Section 15(Notices) below, provided that you are liable for all fees due under the Agreement for work completed prior to the effective time of termination.

8.3 Termination for Breach. We may terminate the Agreement for breach if: (i) we discover that the information you provided for the purpose of establishing the Services is materially inaccurate or incomplete, (ii) the individual signing the Agreement did not have the legal right or authority to enter into the Agreement on behalf of the person represented to be the customer, (iii) your payment of any invoiced amount is overdue and you do not pay the overdue amount within four (4) Business Days of our written notice, (iv) without notice if you have made payment arrangements via credit card or other third party, and the third party refuses to honor our charges, or (v) you fail to comply with any other provision of the Agreement and do not remedy the failure within ten (10) days of our notice to you describing the failure.

Either of us may terminate the Agreement if the other party becomes insolvent or is unable to pay its debts or enters into or files (or has filed or commenced against it) a petition, arrangement, application, action or other proceeding seeking relief or protection under the bankruptcy laws of the United States or any similar laws of the United States or any state of the United States.

9. FEES
9.1 You will be charged and agree to pay $250.00 per hour for Services under this Agreement. A minimum of one hour will be billed and any additional time will be billed in 15 minute increments for the Services contemplated under this Agreement.

9.2 Rackspace may invoice its fees in advance, or in arrears, either upon completion or on a weekly or monthly basis, in our discretion.

9.3 Fees are due within five (5) days of invoice date. If you have arranged for payment by credit card or ACH, Rackspace may charge your card or account on or after the invoice date. Rackspace may suspend all services provided pursuant to any unrelated agreement, if payment of any invoiced amount is overdue, and you do not pay the overdue amount within four (4) Business Days of our written notice to your billing contact. Rackspace may charge interest on overdue amounts at 1.5% per month (or the maximum legal rate if it is less than 1.5%). If any amount is overdue by more than thirty (30) days and Rackspace brings a legal action to collect, or engages a collection agency, you must also pay Rackspace's costs of collection, including reasonable attorney fees and court costs. If your check is returned for insufficient funds, we may charge you a fee up to the maximum amount permitted by law. Fees must be paid in U.S. Dollars. Invoices that are not disputed within 180 days of invoice date are conclusively deemed accurate.

10. TAXES ON SERVICES
If Rackspace is required by law to collect taxes on the provision of the Service, you must pay Rackspace the amount of the tax that is due or provide Rackspace with satisfactory evidence of your exemption from the tax. You must provide Rackspace with accurate factual information to help Rackspace determine if any tax is due with respect to the provision of the Services.

11. CONFIDENTIAL INFORMATION
Each of us agrees not to use the other's Confidential Information except in connection with the performance or use of the Services, as applicable, the exercise of our respective legal rights under the Agreement, or as may be required by law. Each of us agrees not to disclose the other's Confidential Information to any third person except as follows:

(i) to our respective service providers, agents and representatives, provided that such service providers, agents or representatives agree to confidentiality measures that are at least as stringent as those stated in these Terms;

(ii) to law enforcement or government agency if requested, or if either of us reasonably believes that the other's conduct may violate applicable criminal law;

(iii) as required by law; or

(iv) in response to a subpoena or other compulsory legal process, provided that each of us agrees to give the other written notice of at least seven days prior to disclosing Confidential Information under this subsection (or prompt notice in advance of disclosure, if seven days advance notice is not reasonably feasible), unless the law forbids such notice.

12. LIMITATION ON DAMAGES
12.1 Neither of us (nor any of our employees, agents, affiliates or suppliers) is liable to the other for any lost profits, loss or damage to data, or any other indirect, special, incidental or consequential loss or damages of any kind, or for any loss that could have been avoided by the damaged party's use of reasonable diligence, even if the party responsible for the damages has been advised or should be aware of the possibility of such damages. In no event shall either of us be liable to the other for any punitive damages.

12.2 Notwithstanding anything in the Agreement to the contrary, except for liability based on willful misconduct or fraudulent misrepresentation, and liability for death or personal injury resulting from Rackspace's negligence, the maximum aggregate monetary liability of Rackspace and any of its employees, agents, suppliers, or affiliates in connection with the Services, this Agreement, and any act or omission related to the Services or Agreement, whether occurring before or after the execution of this Agreement, under any theory of law (including breach of contract, tort, strict liability, violation of law, and infringement) shall not exceed the total amount payable under this Agreement for the Services that are the subject of the claim.

13. INDEMNIFICATION
13.1 If we, our affiliates, or any of our or their respective employees, agents, or suppliers (the "Indemnitees") is faced with a legal claim by a third party arising out of your actual or alleged gross negligence, willful misconduct, violation of law, violation of the AUP, failure to meet the security obligations required by the Agreement, violation of your agreement with your customers or end users, or violation of Section 6 (Export Matters) or Section 7 (Intellectual Property) of this Agreement, then you will pay the cost of defending the claim (including reasonable attorney fees) and any damages award, fine or other amount that is imposed on the Indemnities as a result of the claim. Your obligations under this subsection include claims arising out of the acts or omissions of your employees or agents, any other person to whom you have given access to the Services, and any person who gains access to the Services as a result of your failure to use reasonable security precautions, even if the acts or omissions of such persons were not authorized by you. You must also pay reasonable attorney fees and other expenses we incur in connection with any dispute between persons having a conflicting claim to control your account with us, or any claim by your customer or end user arising from an actual or alleged breach of your obligations to them.

13.2 We will choose legal counsel to defend the claim, provided that these decisions must be reasonable and must be promptly communicated to you. You must comply with our reasonable requests for assistance and cooperation in the defense of the claim. We may not settle the claim without your consent, although such consent may not be unreasonably withheld. You must pay expenses due under this Section as we incur them.

14. PUBLICITY
You agree that we may publicly disclose that we are providing Services to you and may use your name and logo to identify you as our customer in promotional materials, including press releases. We will not use your name or logo in a manner that suggests an endorsement or affiliation.

15. NOTICES
Your routine communications regarding the Services covered by this Agreement should be sent to your services account team using your MyRackspace portal. If you want to give a notice regarding termination of the Agreement for breach or other non-routine legal matter, you should send it by electronic mail and first class United States mail to:

legalnotice@rackspace.com
General Counsel
Rackspace US, Inc.
5000 Walzem Drive
San Antonio, Texas 78218
MAIL STOP: US109-2301

Rackspace's routine communications regarding the Services and legal notices will be sent to the individual(s) you designate as your contact(s) on your services account, either by electronic mail (including an electronic mail referring you to a ticket posted on your MyRackspace portal) United States mail, or overnight courier. Notices are deemed received as of the time delivered, or if that time does not fall within a Business Day, as of the beginning of the first Business Day following the time delivered. For purposes of counting days for notice periods, the Business Day on which the notice is deemed received counts as the first day. Notices must be given in the English language.

16. ASSIGNMENT/SUBCONTRACTORS
Neither party may assign the Agreement without the prior written consent of the other party except as part of a bona fide corporate reorganization or a sale of its business. Rackspace may use third party service providers to perform all or any part of the Services, but Rackspace remains responsible to you under this Agreement for work performed by its third party service providers to the same extent as if Rackspace performed the Services itself.

17. HOSTING SERVICES AGREEMENT
Nothing in this Agreement modifies the terms of any hosting services agreement(s) between us. Your use of Rackspace hosting services, including "Support" as defined in the hosting services agreement, is governed by the hosting services agreement and not this Agreement. Except as expressly provided in this Agreement or a hosting services agreement, neither party's obligations under either agreement are contingent on the other party's performance of its obligations under the other agreement.

18. FORCE MAJEURE
Neither of us will be in violation of the Agreement if the failure to perform the obligation is due to an event beyond our control, such as significant failure of a part of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorism, or other events of a magnitude or type for which precautions are not generally taken in the industry.

19. GOVERNING LAW, LAWSUITS
The Agreement is governed by the laws of the State of Texas, exclusive of its choice of law principles, and the laws of the United States of America, as applicable. The Agreement shall not be governed by the United Nations Convention on the International Sale of Goods. Exclusive venue for all disputes arising out of the Agreement shall be in the state or federal courts in Bexar County, Texas, and we each agree not to bring an action in any other venue. You waive all objections to this venue and agree not to dispute personal jurisdiction or venue in these courts. You agree that you will not bring or participate in any class action lawsuit against Rackspace or any of its employees or affiliates. Each of us agrees that we will not bring a claim under the Agreement more than two years after the time that the claim accrued.

20. MISCELLANEOUS
If there is a conflict between the terms of any other agreement between the parties for the Services contemplated by this Agreement and this Agreement, then this Agreement shall control. Any preprinted terms and conditions provided by you on a purchase order or any other form shall be void and of no effect. If any part of this Agreement is found unenforceable by a court, the rest of the Agreement will nonetheless continue in effect, and the unenforceable part shall be reformed to the extent possible to make it enforceable but still consistent with the business and financial objectives of the parties underlying the Agreement. Each of us may enforce our respective rights under this Agreement even if we have waived the right or failed to enforce the same or other rights in the past. The relationship between us is that of independent contractors and not business partners. Neither of us is the agent for the other, and neither of us has the right to bind the other on any agreement with a third party. The captions in this Agreement are for convenience only and are not part of this Agreement. The use of the word "including" in this Agreement shall be read to mean "including without limitation." The word "our" refers to Rackspace, unless the context clearly indicates another meaning. The following provisions shall survive expiration or termination of this Agreement: (i) Sections 1, 4.1, 4.2, 7, 8, 9, 10, 11, 12, 13, 15, 17 and 19 of this Agreement, (ii) all provisions in this Agreement requiring you to pay fees for services provided prior to the time of expiration or termination, and (iii) all other provisions of this Agreement that by their nature are intended to survive expiration or termination of this Agreement.

This Agreement is the complete and exclusive agreement between you and Rackspace regarding its subject matter and supersedes and replaces any prior agreement, understanding or communication, written or oral.

Rackspace^® and MyRackspace^® are registered trademarks of Rackspace US, Inc. in the United States and/or other countries. Microsoft and SharePoint are registered trademarks of Microsoft Corporation.