Statistics Service Agreemeent

Statistics Service Agreement
          1/9/2006
          
This Statistics Service Agreement ("Agreement") is a contract between you 
("Client"), either an individual or a legal entity, and Simsoft Oy ("we", "our" 
or "us" as appropriate) for the right to use the Statistics Service ("Service") 
provided by us. This Agreement describes your and our rights and 
responsibilities when you use the Service.

1 Scope of Services

1.1 We will provide a server computer, or alternatively a virtual server, and 
install appropriate software for Client to operate a data base system running 
the Service accessed through the Internet with a web-browser.

1.2 The power and capacity of the server and the software will be sized to be 
capable of collecting, reporting and storing 5000 monthly statistical samples 
for a 20 years period at a time. In the Basic Service, the server is reserved
for one client only. In the Shared Service, the server is shared by several
clients, the number of which is agreed separately in the contract. The server 
will be installed into an access controlled and fireproof space.

1.3 We will reserve a static IP address for Client's Service, which can either
be named as a subdomain of the statsportal.net domain controlled by us, or be
named as a domain controlled by Client.

1.4 The statistical data will be stored into a relational data base installed
to a RAID secured hard disk system. We will backup modified data in SQL format 
once per month and keep the monthly backup media for one year in an access 
controlled and locked place. We will backup the whole data base in SQL format
once per year and deliver the yearly backup media to Client.

1.5 We will give Client a user id and a password for operating the Service. 
Client's id has service management rights to operations, user accounts and data 
content of Client's Service. Client will give us a user id and a password for 
maintaining Client's Service. Our id has system management rights to operations 
of the Service but no rights to its data content.

1.6 We reserve the right to use third parties in producing the Service or parts
of it.

2 Grant of Rights

2.1 Client may use the Service according to the terms of this Agreement, the 
service description and the signed contract. Client may ask for changes for
Client's Service in accordance with our respective service price list.

2.2 In the Basic Service, Client may define an unlimited number of statistics 
of any type related to Client's line of business and collect an unlimited number 
of data samples into these statistics. For this purpose, Client may grant access 
to the Service for an unlimited number of third parties, either individuals, 
companies or communities. In the Shared Service, the maximum number of 
statistics and the maximum number of third parties are agreed separately in 
the contract.

2.3 Client may not resale the Service or extend statistics out of Client's 
original line of business without our approval.

3 Representations and Warranties

3.1 We provide public access to the Service through the Internet, including the 
required equipment, network connections and software. We monitor the Service
on a 24-hour-a-day, 7-day-a-week basis and will repair detected failures
during normal working hours. We may interrupt access to the Service when it is
necessary because of installation, modification or maintenence of equipment,
network connections or software. Such interruptions will be notified to Client
in advance if possible.

3.2 We warrant to Client that the Service will perform substantially in 
accordance with its service description and documentation. If the Service does 
not perform substantially in accordance with its documentation, the entire and 
exclusive liability and remedy shall be at our option, either (a) cancellation 
of the Service and refunding the monthly fee from the cancellation month and any 
prepaid months Client has paid for the service, or (b) repair or replacement of 
the Service software and refunding the monthly fee until the Service is fixed.

3.3 We do not and cannot warrant the performance or results Client may obtain by 
using the Service. The foregoing states the sole and exclusive remedies for our 
breach of warranty. Except for the foregoing limited warranty, we make no 
warranties, express or implied, as to noninfringement of third party rights, 
merchantability, or fitness for any particular purpose, and the Service is
provided on an "as-is" basis.

4.1 Client shall deliver to us an order regarding the Service either in written
format, as a telefax or in electronic format transmitted with a computer.
We will confirm the order within a reasonable time after receiving it.

4.2 Client expressly agrees that to use the Service is at Client's own risk.
Under no circumstances, including negligence, will we, our officers, agents or 
anyone else involved in creating, producing or distributing the Service be 
liable for any direct, indirect, incidental, special or consequential damages 
that result from the use of or inability to use the Service.

4.3 Client is responsible for maintaining the confidentiality of Client's id,
password and other identification data of the Service and for restricting access 
to this information by outsiders. Client agrees not to grant Service Management, 
Data Management or System Management rights to third parties.

4.4 Client shall be responsible for all charges and activities incurred under 
Client's id and for damages and costs caused by use of user ids and passwords 
given by Client to third parties. Client hereby agrees that any material 
submitted to the Service will not violate or infringe any copyright, trademark, 
patent, statutory, common law or proprietary rights of others, or contain 
anything libelous or harmful. Client agrees to indemnify us and hold us harmless 
from any claim resulting from Client's publication of materials or Client's use 
of those materials.

4.5 Client is responsible for and must provide all telephone, computer, hardware 
and software equipment and services necessary to access the Service. We make no 
representations, warranties, or assurances that Client's equipment will be 
compatible with the Service. Client is responsible for protecting Client's
computers, network connections, programs and other corresponding systems.
We will not be liable for illegal, abusive, unethical or other activity being
directed towards the client from the network.

5 Ownership Rights

5.1 We own or have licensed all software, trademarks and documentation related
to the production of the Service.

5.2 We acknowledge that all right, title and interest in the statistical data 
shall be solely owned by Client.

6 Payment Terms

6.1 Client will pay us a one-time, non-refundable set-up fee and a monthly
service fee for the Service according to our current price list. The service 
fee is billed at the beginning of each billing period given beforehand. The
first billing period is 12 months if not otherwise stated. We will not pay
interest for prepaid fees. Changes to fees due to changes in tax policy, 
legislation or other corresponding matters will become effective immediately.

6.2 Client's failure to pay the service fee is subject to a late fee and penal 
interest from the due date according to the law and our price list. If the fee 
is still delayed, we may terminate the Service and charge the set-up fee again 
to restart the Service.

6.3 Prices and pricing structure are subject to change. We will notice Client 
about changes in prices one month before they become effective. Client may 
cancel the Service immediately during two weeks after receiving the notice.

6.4 We reserve the right to change prices on a per-client basis, if Client's
network traffic or hardware load significantly exceeds the network traffic or
hardware load of other clients paying the same fees.

7 Term and Termination

7.1 This Agreement will commence on the effective date appearing in the 
confirmation of the order, or on the date when we start producing the Service
based on Client's order, and will continue on 12 months cycles. Client may 
terminate this Agreement at any time for convenience by providing us with 
a written notice one (1) month in advance. Without termination, this Agreement
shall automatically continue for the next 12 months cycle. Both parties may 
terminate this Agreement immediately, if the other party violates these terms.

7.2 We may particularly terminate this Agreement if Client neglects to pay the 
service fee within thirty days after the due date despite a payment reminder,
or if Client's assets are liquidated in a bankruptcy, or Client has issued 
a certificate of lack of means in an enforcement case.

8 Changes in Agreement

8.1 We may improve, complement or amend the Service and this Agreement. We 
will notice Client about changes in the Agreement or substantial modifications 
of the Service prior to their effective date. Client may cancel the Service 
immediately during two weeks after receiving the notice. We may make minor
modifications to the Service without notice.

8.2 If we terminate the production of the Service for reasons independent of 
Client, Client has the right to license our Service software on one server for
a charge corresponding to the sum of monthly service fees of twelve (12) months 
to continue to use the Service.

9 Transfer of Agreement

9.1 Client may not transfer or assign this Agreement without the written consent 
of us. 

9.2 We reserve the right to tranfer this Agreement to a third party.

10. Governing Law and Legal Disputes. 

10.1 This Agreement, and the relationship between us, shall be governed by and 
construed in accordance with the laws of Finland. Any claim arising out of or 
relating to this Agreement or the provision of our Services that cannot be 
resolved by contacting our customer service and escalating the claim, shall be 
settled through the district courts of Helsinki, Finland.