BackJack™ - Terms of Use
This Online Backup Agreement made between Synectics Business Solutions, Inc., a corporation incorporated under the laws of the province of Ontario (hereinafter referred to as "Synectics") and the Client ("Client") who has proceeded with subscribing to the BackJack™ Online Backup Service ("BackJack"). Whereas Synectics owns and provides an online backup service for the Macintosh operating system through proprietary software known as BackJack and whereas the Client desires to use BackJack on the terms and conditions as set out below.

Section 1 - Interpretation

1.1 This Agreement is made pursuant to and shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as an Ontario contract. The Client agrees that any action commenced under this Agreement may only be commenced in the Courts of the Province of Ontario and the Client agrees to attorn to the jurisdiction of such Courts.

1.2 This Agreement does not and shall not be construed to create any partnership, joint venture or agency whatsoever.

1.3 This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof.

1.4 As used herein the following terms shall have the meanings set out below unless otherwise indicated:

"BackJack" means software and documentation, together with all updates, enhancements, modifications and fixes thereto, which are owned by Synectics and made generally available to the Clients in connection with use and performance of the Service;

"Internet" means the world-wide network of computers commonly understood to provide some or all of the following features, among others: electronic mail, file transfers through File Transfer Protocol ("FTP"), and World Wide Web access;

"Pricing Information" means all pricing information provided to the Client as a part of the subscription process or otherwise provided by notice to the Client via BackJack Web Site at www.backjack.com;

"Subscription" means the subscription process for the Service whereby a Client subscribes to a Plan and provides their name, address, credit card information, etc., subject to Synectics' approval;

"Service" means the services as described in Section 2 hereof;

"Software" means BackJack and the Third Party Software;

"Third Party Software" means software and documentation, together with all updates, enhancements, modifications, and fixes thereto, which are owned by third parties and made generally available from time to time by Synectics under sublicense to the Client in connection with the Service;

"Web Server" or "Server" means the computers that Synectics uses to provide the Service hereunder;

Section 2 - Backup Service

2.1 Synectics agrees to provide a backup service for the Client's data, utilizing the Internet and their own proprietary software, on the terms and condition as set out herein.

2.2 Synectics hereby grants to the Client a non-exclusive, non-transferable, limited license to use:

(a) the object code version of BackJack , under the terms and conditions set forth in this Agreement on personal computers for which the Client controls access to BackJack, solely and exclusively to the extent necessary to enable the Client to access and use the Service; and

(b) the object code version of Third Party Software solely and exclusively in connection with the Client's use of the Service, and subject in all events to all terms, conditions and limitations on use concerning such Third Party Software, of which the Client is notified from time to time.

2.3 Synectics agrees to allow the Client to back up and retrieve data via the Internet seven (7) days per week twenty-four (24) hours per day. Synectics agrees that every Client has access to the full capacity of their bandwidth for the purpose of transferring their data to the Synectics' servers.

2.4 Clients who subscribe to the Advanced File Protection Plan are provided with a fully redundant solution for maximum protection of their files and server uptime. Specifically, the Client's data is uploaded to a single server located at one of Synectics' designated locations and immediately mirrored/copied onto a different server geographically separated from the first. Synectics acknowledges that, in addition to the redundant online storage, an offline copy is also maintained.

2.5 Clients who subscribe to the Basic File Protection Plan are provided with a solution whereby their files are stored on a single server only at one of Synectics' designated locations. Clients who subscribe to this Plan are required to review and sign a separate agreement acknowledging that they are aware of the risks involved with single server storage.

2.6 The BackJack software automatically compresses and encrypts the Client's data (using a 128-bit CAST encryption algorithm) which is accomplished prior to sending its files to the BackJack servers.

2.7 The Client will be fully responsible at the end of each 30-day billing period for all fees payable including monthly subscription fee, additional users on the Account and additional Gbs purchased. The Client is in complete control of both the amount of data stored as well as deleting any data they do not want to store on the Synectics' servers. Client acknowledges that recovering data from the Synectics' server does not constitute deletion of the data from the Synectics' server.

2.8 Synectics assumes no responsibility for Clients who delete information from their computer prior to ensuring the backed up files made it successfully to the Synectics’ servers. It is the full responsibility of the Client to ensure their files are properly stored with us by performing a complete recovery of the information in question prior to a deletion of the original information on their computer. The Client will be able to select files for deletion from the Server(s), and such deletions will have no affect on the files stored on the Client's computer. If more than one version of a file has been backed-up, BackJack will allow the Client to retrieve one or more versions to store them on the Client's computer.

2.9 Synectics reserves the right to change the features of the Service from time to time at its sole discretion upon thirty (30) days notice in writing of such change to the Client. Unless the Client indicates in writing within ten (10) days of receipt of such notice that it wishes to terminate this Agreement, the Client shall be deemed to have accepted the changes as set out in such notice.

Section 3 - Billing and Payment

This section outlines the Billing and Payment Policy for BackJack’s Basic and Advanced File Protection Plans.

3.1 Pricing Plans
Synectics offers two different types of file protection plans for its Clients, Basic and Advanced (see below for more details). All pricing for BackJack is based on a monthly term. If Clients prefer to pay for an Annual term, they are required to contact Synectics directly.

Plan A - Basic File Protection
The Basic File Protection Plan represents using BackJack where the Client's files are stored with Synectics on a single online server only. It is the lowest level of storage protection offered and the cheaper price per month reflects the fact that the files are not redundantly stored (nor is there an offline copy stored). As such, while it is less expensive for Synectics to offer this option to Clients, the risk of file loss increases significantly. If this server goes down, Client's files are no longer recoverable and they are required to re-upload the files. Clients are required to sign a formal agreement with Synectics when they subscribe to this Plan so that they are fully aware of the risks involved. Synectics recommends this Plan only for certain situations (contact Synectics for more info).

Plan B - Advanced File Protection
The Advanced File Protection Plan represents using BackJack where the Client's files are redundantly stored at two geographically-separated sites (2 separate online servers). A third (offline) copy is also maintained. It is the highest level of storage protection offered. This Plan was designed so that if one of the servers goes down, Clients are still able to back up and/or recover their files from the other server without interruption.

3.2 Switching Pricing Plans
During the subscription process the Client will select their File Protection Plan. If at any point after the Client subscribes, they would like to change Plans, they will be required to start over with a completely new Account. Client will not be re-charged the Billing Activation Fee; however, they will be charged for the initial month’s subscription fee and any additional storage prorated accordingly. Please contact <support@backjack.com> for complete details on how to switch Plans.

3.3 Invoice Period
A Client's invoice period starts and ends at 12:01 AM EST (Eastern Standard Time) on the day of their invoice - ie. If Client subscribes to BackJack on November 18th, invoice period is from November 18th until December 18th at 12:01 am EST. The Client's next invoice period would begin on December 18th at 12:01 am EST and follow through until 12:01 am EST on January 18th.

3.4 Invoice Notices
Synectics will send monthly invoice via email to the designated billing contact on the Account. Invoices are sent from the following email address: <admin@backjack.com>. Client is responsible for ensuring that all spam filters are set to accept mail from this address. Client responsible for keeping all contact information on the Account up to date. This can be done via email <support@backjack.com> or conveniently online via the Account Manager site: <www.backjack.com/cgi-bin/WebObjects/AcctMgr>. All invoices are sent via email. Hard copies are available upon request for a fee of $5.00 per month.

3.5 Signup Fees
When a Client subscribes to BackJack, the fees are as follows:

Billing Activation Fee - A one-time billing activation fee of US $25 (Can. $27.50) is payable when Client subscribes to BackJack. This fee is the same for both Plans and is 100% refundable should Client cancel the subscription prior to the next invoice date

Subscription Fee - The Subscription Fee is pre-paid on a monthly basis (first month payable when Client subscribes) and represents the fee for the applicable File Protection Plan chosen by Client during the subscription process. This fee includes one Computer ID (User) and 2 GB or 2,048 MB of native (uncompressed) data. This fee is 100% refundable should Client cancel their subscription prior to the next invoice date.

Additional Storage Fees (optional) - When Client subscribes to BackJack, they can request additional storage online via the Subscribe page (in per GB increments) and are charged according to the pricing schedule outlined on our Pricing Page. The per GB fees vary according to amount required and File Protection Plan.

3.6 Monthly Fees
At the end of every 30-day period (based on the Client's join date), Client will receive an emailed invoice outlining the fees associated with their Account. If Client's subscription date is the 29th, 30th or 31st of the month, Client will be invoiced on the 28th of each month. If Client resides in the US (or in any other country other than Canada) all fees are processed in US funds. If Client resides in Canada, all fees are processed in Canadian funds. The invoice is broken down into three components as follows:

Monthly Subscription Fee – Fee for the applicable File Protection Plan chosen by Client during the subscription process and pre-paid on a monthly basis. This fee includes one Computer ID (user) and 2 GB of native (uncompressed) storage.
Additional Storage Fees – represents the fees for any additional storage that Client has purchased. Per GB fees are based on the pricing schedule outlined on the BackJack Pricing Page and vary according to amount required and File Protection Plan. These fees are pre-paid on a monthly basis; however, Client can purchase additional Gbs at any time throughout the month. When this occurs, Synectics calculates the pro-rated fee per GB (until Client's next invoice date) and immediately charge the revised amount (see below for full details). The full per GB fee will then commence on Client's next regular invoice date.
Multiple User Fee – fee applied if Client has more than one Computer Id (user) active under the account on the date of the invoice. These fees are applied per computer Id (see BackJack Pricing for details) and are payable at the end of each month.
Once the invoice has been emailed to the billing contact on Client's Account, Client's credit card is automatically charged for the monthly fees associated with the Account. If Client remits payment via check, payment is due immediately upon receipt of the invoice. Client's subscription is automatically renewed on a monthly basis unless a cancellation request is submitted prior to the date of their next invoice (refer to Term & Termination below for more details).

3.7 Increasing the Reserved Storage Amount
At any time during Client's billing cycle, Client can purchase additional storage. Client can submit a request via email support@backjack.com or via phone toll-free in North America at 1 888 421 0220, internationally at + 1 519 599 5020 or via fax at (519) 599 5025. The additional storage will become available on the effective date indicated by Client (ie. immediately or on the next invoice). These additional storage fees are prorated and the fee charged will represent the cost per day for the remaining days left in the invoice period. This fee will be processed immediately.

3.8 Decreasing Reserved Storage Amount
Client can decrease their reserved storage amount at any time during their subscription to BackJack. Clients are required to submit their request along with the date they would like the decrease to come into effect (ie. immediately or on their next invoice date). Client can email support@backjack.com or via phone toll-free in North America at 1 888 421 0220, internationally at + 1 519 599 5020 or via fax at (519) 599 5025. The storage decrease will take place once the effective date is confirmed. Client will be prorated for the unused days left in the invoice period. This credit will be processed immediately. The invoice following Client's request will be calculated based on their new (lower) reserved storage amount.

3.9 Storage Limit
Client determines and selects how much storage space is required for their Account (based on the size of the files/folders they want to back up along with the number of revisions for each file/folder). Synectics will allow Client's Account storage limit to exceed 1.5 times greater than Client's total storage amount (ie. if Client's total storage is 2 GB, Client will be able to exceed by 1 GB – a total of 3 GB). However, if Client continues to stay over their initial reserved amount, they will be contacted via email informing them of this overage and their available options.

If Client chooses to purchase additional storage part way through their normal billing cycle, the additional per GB fees are prorated and the fee charged will represent the cost per day for the remaining days left in your invoice period. This fee will be processed immediately. If Client chooses to purchase additional storage up to 2 days prior to their regular invoice date, Synectics does not prorate in this situation; rather, simply includes the per GB fees for Client's new reserved storage level on their next invoice.

If Client's storage limit remains consistently above their reserved limit and Synectics provided with no direction from the Client in terms of reducing their storage limit or purchasing additional storage, Client's Account will be automatically charged for the additional storage overage (up to the next highest GB increment*) and this fee will appear on their next regular invoice. Client's Account storage level is automatically increased and will remain at that level unless they contact us to indicate otherwise.

3.10 Payment Methods
Synectics accepts credit card payment via American Express, MasterCard and Visa. Client is required to submit all relevant credit card information as requested, during the subscription process, in order to process payment. Synectics also accepts payment via check, although Client will need to be pre-approved for this by contacting <billings@backjack.com>. Payments via check are due immediately upon receipt of the emailed invoice.

3.11 Non-payment (credit card)
If Synectics is unable to process Client's credit card on the invoice date, an email notification will be sent to inform Client of the outstanding invoice. If payment is not received by Client's next invoice date, the BackJack Account will be suspended. As soon as the Account is placed in suspended status, Synectics proceeds as follows:

an email is sent (on the invoice date following the original invoice that was declined) informing Client that the Account has been placed in a suspended status. Client will be unable to either back up or recover files via the BackJack servers during this time

if Client does not make contact with Synectics within 15 days from the email being sent, Synectics sends a registered letter informing Client of the suspension. A registered letter is sent so that Synectics has formal proof that the letter has been received by the Client and that Client is aware of the situation.

if Client does not provide Synectics with updated payment information within 30 days of the date of the registered letter, the Account is formally deactivated and the files are permanently purged from the BackJack servers.

Interest charges will be applied at 1.5% per month from the date of initial non-payment. Client remains wholly responsible for all charges that accumulate on the Account from the time initial non-payment occurred (ie. first declined charge). A BackJack representative will confirm these details once payment information is received and prior to all outstanding charges being processed.

The ability to conveniently update credit card information is available online via BackJack’s Account Manager site at: https://www.backjack.com/cgi-bin/WebObjects/AcctMgr. Contact can also be made via phone toll-free in North America at 1 888 421 0220, internationally at + 1 519 599 5020, via fax at 1 519 599 5025 or via email billings@backjack.com.
Once all outstanding charges have been paid in full, the Account is removed from suspended status.

3.12 Non-payment (check)
If Client pays via check and payment has not been received within 45 days of the invoice date, the Account will be suspended. As soon as the Account is placed in suspended status, Synectics proceeds as follows:

an email is sent (45 days from the original invoice date that BackJack did not receive payment for) to inform Client that the Account has been placed in a suspended status. Client is unable to either back up or recover files via the BackJack servers during this time.

If Client does not make contact with BackJack within 15 days from the email being sent, BackJack sends a registered letter informing Client of the suspension. A registered letter is sent so that BackJack has formal proof that the letter has been received by Client and that Client is aware of the situation.

If Client does not provide payment via check (or credit card if more convenient) within 30 days of the date of the registered letter, the Account is formally deactivated and the files are permanently purged from the BackJack servers.

Interest charges will be applied at 1.5% per month from the date of the initial non-payment. Client remains wholly responsible for all charges that accumulate on the Account from the time initial non-payment occurred. Client is also responsible for making contact with BackJack via billings@backjack.com to confirm all outstanding amounts payable prior to remitting payment via check. Once all outstanding charges have been paid in full, the Account is removed from suspended status.

Section 4 - Software License

4.1 Grant of License
Synectics hereby grants to the Client a non-exclusive, license for the Software for its own use only on the terms and conditions set out herein.

4.2 Limitation
For greater certainty, it is acknowledged by the Client that the license granted hereby is solely for the Client's own use and does not give the Client any rights to sell or license the Software to any arm's length third party users.

4.3 Conditions
The Client agrees that it may use the Software on multiple Macs and, if the Client chooses to do so, will be charged for each additional computer ID that is registered under their Account ID

Section 5 - Client's Duties and Rights

5.1 Encryption Key
During the Setup process, the Client will generate an encryption key that is unique to each user upon the initial use of the BackJack Service. This key will provide confidentiality to the Client's data and safeguard the information while in transit and while being stored on Synectics' servers. The Client agrees to document and store offsite the passphrase that was used to generate the encryption key. If the Advanced method of encryption has been used, the Client also agrees to create multiple backup copies of the encrypt.key document and store it in a safe offsite location such as a safety deposit box. The Client acknowledges that if they should lose or misplace the passphrase (Standard method) or the passphrase and Encrypt.key document (Advanced method), it will be impossible for Synectics to regenerate the encryption key and the Client will not be able to retrieve any files backed up without such key. The Client agrees that Synectics will not be responsible or be held liable for any loss of data arising from the failure by the Client to perform the above requirements.

5.2 Client Responsibilities
The Client must be at least 18 years of age and must enroll for the Service under his/her own name. The Client must promptly inform Synectics if there is any change in information provided during the subscription process, including, without limitation, change of address and any credit card numbers and expiration dates. If the Client has reason to believe that its account is no longer secure, it should promptly inform Synectics of the problem to avoid possible liability for any fraudulent charges to its account. Until Synectics is so notified, the Client will remain responsible for any unauthorized use of the Service occurring on the Client's account.

5.3 Account ID Number
When the Client initially registers for the Service, the Client will be assigned an account identification number ("Account ID"). Once the Client has been issued an ID, the BackJack software must be configured to use that ID in order to activate the Service. In order to prevent unauthorized access to the Service, the Client's account will only be accessible through the use of the ID. The Client acknowledges that anyone who has unprotected access to the Client's computer will be able to use the Client's account freely. The Client agrees to secure its computer equipment and access to its software so that only authorized users can gain access to the Client's account.

5.4 Use of Account ID Number
The Client shall not transmit any content under a false name or ID. The Client shall not permit any other person (other than an agent acting on the Client's behalf and subject to the Client's supervision) to access the Service using the Client's account for any purpose.

5.5 Place of Residence
Under the Canadian government's General Export Permit No. 39, Synectics is prohibited from allowing Clients from the following countries to use the BackJack service: Iran, Iraq, North Korea, Angola, Myanmar and the Republic of Yugoslavia. The Client acknowledges that to use the service if you are a resident of one of these countries is in violation of Canadian law. The Client agrees to notify Synectics should they change their place of residence to one of these prohibited countries and to immediately stop using the service.

Section 6 – Term and Termination

6.1 Effective Date
This Agreement will become effective on the date the Client proceeds through the BackJack subscription process online at www.backjack.com/subscribe.html and submits all contact and credit card information.

6.2 Cancellation by Synectics
Synectics reserves the right at its sole discretion to cancel the Client's account, at any time, without notice, for any reasons Synectics considers appropriate. Synectics will provide the Client thirty (30) calendar days notice of its intention to cancel the Client's account, if Synectics determines that cancellation is necessary for reasons beyond the Client's control or that of Synectics, as long as the Client is in good standing with the terms and conditions outlined in this Agreement. Upon receipt of such notice, the Client shall arrange to recover any of its data on Synectics' Servers by the effective date of cancellation. On the effective date of cancellation Synectics shall delete the Client's data from its Server and shall bill the Client for all charges incurred to the date of termination.

6.3 Cancellation by Client
Clients are required to contact Synectics directly to cancel the Account. Inactivity on a Client's BackJack Account does not constitute or imply cancellation of the service and Client is responsible for all charges incurred on the Account until official cancellation occurs with Synectics. Synectics accepts Account cancellation requests via the following methods:

a. Via email <support@backjack.com>
b. Via Phone - toll-free in North America at 1 888 421 0220 or internationally at +1 519 599 5020
d. Via Fax - 519 599 5025

Once Client has submitted a request to cancel, Synectics will confirm a cancellation date with Client so that formal deactivation of the Account can occur and Client knows when the files will be permanently purged from our servers. Based on the cancellation date, Synectics will review Client's Account and determine whether a refund is owing or whether there are fees payable. This applies to all File Protection Plans offered.

Note: Since additional GBs can be purchased at any time throughout the billing period, it’s possible that the calculation of storage fees may be based on dates other than the invoice date. These situations will be handled in the same manner as indicated above where Synectics simply calculates what Client is owed based on when Client paid for additional storage versus their cancellation date.

6.4 Canceling when the Account is in Suspended Status
If Client cancels the Account after it has been placed in suspended status, Client remains fully responsible for all charges incurred on the Account from the original unpaid invoice date.

6.5 Canceling/Deactivating a Computer ID
Client can deactivate a Computer Id (user) on their Account via the following methods:

a. Via our Account Manager site at: <https://www.backjack.com/cgi-bin/WebObjects/AcctMgr>
b. Via email <support@backjack.com>
c. Via Phone - toll-free in North America at 1 888 421 0220 or internationally at +1 519 599 5020
d. Via Fax - 519 599 5025

6.6 Cancellation and 30-day Money-back Guarantee
Synectics provide a full, 30-day money-back guarantee. If Client is dissatisfied with the service for any reason within the first 30 days (30 days from Client’s official subscription date), the full fees initially paid will be refunded completely. This includes the Billing Activation Fee, Monthly Subscription Fee based on Client’s Plan and any additional Gbs purchased. If Client paid via credit card, then Client’s card will be credited the full amount. If Client paid via check, a refund check will be mailed to Client.

Section 7 - Warranty Limitation and Indemnity

7.1 Warranty
No warranties are provided by Synectics hereunder except as explicitly expressed in this Agreement. The Service is provided on an "as is, as available" basis. Except as expressly set forth in this Agreement, Synectics does not make any representations or warranties, express or implied, regarding the BackJack Service, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance.

7.2 Disclaimer
The Client agrees to use the Service and facilities at the Client's own risk. Synectics specifically disclaims all warranties of merchantability and fitness for a particular purpose. In no event shall Synectics be liable for any loss, or loss of data, or any other damages.

7.3 Limitation on Liability
Under no circumstances, including gross negligence by Synectics or any of its servants, agents or employees, shall Synectics or anyone else involved in administering or distributing the Service be liable for any direct, indirect, incidental, special, consequential or exemplary damages (even if Synectics has been advised of the possibility of such damages) that result from the use of or inability to use the Service including but not limited to loss of revenue or lost profits, or losses that result from mistakes, omissions, interruptions, deletion of files or e-mail, errors, defects, viruses, delays in operation or transmission, or any failure of performance, whether or not limited to acts of god, communications failure, theft, destruction, or unauthorized access to Synectics's records, programs, or services. Notwithstanding the foregoing, and for greater certainty, in no event shall Synectics be liable to the Client for more than the aggregate amounts paid to Synectics under this Agreement. Synectics does not assume any responsibility or liability for the accuracy of any information that may be contained in any manner, be it Web Pages, program or data files, images or any other information stored by the Client, even if Synectics is maintaining said information.

7.4 Indemnity
The Client agrees to defend, indemnify and hold harmless Synectics, its officers, directors, employees, agents and licensees, from any claims and expenses, including legal fees, on a solicitor and his own client basis, arising out of or relating to the Client's use of the Service. Synectics hereby explicitly advises the Client that the Internet is a public medium and any content posted thereon is subject to all laws of defamation. The Client agrees to protect and indemnify Synectics against any and all liability, loss, or expense arising from claims of libel, unfair competition, trademarks, trade name or patent violations, violations of rights and privacy and infringement of copyrights and property resulting from the Client's use of Synectics hosting services.

Section 8 - Internet Limitations

8.1 Internet Connectivity
Synectics and the Client both acknowledge that the Internet is not owned, controlled, or the responsibility of Synectics, and that Synectics cannot guarantee that their Web Site, data, files, or information will be available at all times. Synectics agrees to act responsibly and promptly to provide the Service to meet the needs of the Client. Synectics will never know the Client's encryption key; therefore, access to a Client's data is never possible.

Section 9 – Support

9.1 Hours of Support
Support hours for the BackJack service are 10:00 AM until 6:00 PM (Eastern Standard Time). However, a representative is on call 24 hours a day, 7 days a week for any emergency situation.

9.2 Type of Support Offered
Synectics offers unlimited support at no cost relating to the use of our software/service from registering for an account to assisting in a disaster situation where a reinstallation and recovery are required. Synectics’ expertise lies with BackJack; therefore, Synectics does not support third party Mac products or the operating system itself. While Synectics can offer backup guidelines, it is not in their best interest to instruct Clients with specifically what should and should not be backed up from their Mac(s). These decisions remain the responsibility of the individual user.

9.3 How to Request Support
Client can request support during and/or outside of Synectics’ regular support hours via email at support@backjack.com or via phone - toll-free in North America at 1 888 421 0220 or Internationally at + 1 519 599 5020. During regular support hours, all support issues will be responded to in the order of urgency. Synectics will make its best effort to respond to all support issues within 4 hours during regular support hours. If Client has an emergency situation (backup failure, recovery situation, etc.) that requires immediate assistance outside of Synectics’ support hours, Client advised to call and leave a message indicating the support issue and its urgency. A support representative will respond to this message in a timely fashion. Only phone calls are responded to outside of our support hours (evenings and weekends).

Section 10 - Privacy

Synectics is committed to protecting and respecting the privacy of our Client's personal information.

10.1 Subscription Information - When Client subscribes to the BackJack service, Synectics uses contact information to send Client monthly invoices and minimal information about the service. Synectics also monitors the BackJack Account and makes contact with Client if backup problems are detected. Client's credit card information is used to debit the Client's account for monthly fees. If Client's credit card information has expired or is declined, Synectics will contact Client to request updated payment information (see Payment/Billing Policy for further information).

10.2 Security of Information - Synectics ensures industry standard security measures are followed to prevent loss, exploitation and alteration of data. Synectics do not sell any of our Client's contact information to outside parties. All financial information is encrypted during transmission and storage and is only accessible by internal employees via a secure site.

Section 11 - Arbitration

11.1 In the event that any dispute shall occur between the parties hereto which cannot be resolved by the provisions hereof, or by agreement of the parties, the determination of such dispute shall be arrived at by arbitration. Such dispute shall be determined by a single arbitrator if the parties can agree upon one. If the parties cannot agree upon a single arbitrator, any party may apply to a Judge of the Ontario Court of Justice, General Division in the province of Ontario for the appointment of an arbitrator. Such Judge shall appoint a single arbitrator, or shall be entitled to act as an arbitrator himself if he so desires. The arbitration shall proceed in accordance with the provisions of the Arbitrations Act, Ontario. The decision arrived at by the Board of Arbitration, howsoever constituted, shall be final and binding and no appeal shall lie therefrom.

Section 12 - General Contract Terms

12.1 All notices, requests, demands or other communications required or desired to be given under this Agreement by one party to another shall be given in writing by personal delivery, by registered mail, postage prepaid, or by facsimile (with confirmation of transmission) as follows:

TO: Synectics Business Solutions Inc., 105 Valley Crescent, R.R. #4, Markdale, Ontario, N0C 1H0 - Fax: (519) 599-5025

12.2 This Agreement constitutes the entire Agreement between the parties hereto with respect to the matters described herein and this Agreement shall not be amended except by a memorandum in writing signed by all of the parties hereto and any amendment hereof shall be null and void and shall not be binding upon any party which has not given its consent as aforesaid.