1                  Terms of Use

1.1              Application of Terms of Use

These Terms of Use will:

(a)               form part of the Customer’s Agreement with RFG; and

(b)               govern the Customer’s use of the Hosted Service,

 only if specified in the terms of the Customer’s Agreement.

1.2              Definitions

Capitalised terms not otherwise defined in these Terms of Use have the meanings given to them in the Customer’s Agreement with RFG, and:

Authorised Users means:

(a)               an employee of the Customer; or

(b)               an individual performing the functions of an employee of the Customer on a temporary basis, or who is an independent contractor or consultant engaged by the Customer;

who is authorised by the Customer to access and use the Hosted Services;

Harmful Code means any computer code that is intended or known to be harmful, destructive, disabling or which assist in, or enable theft of, alternation, denial of service, unauthorised disclosure or destruction or corruption of data, including viruses, worms, spyware, adware, keyloggers, trojans and any new threats that may be classified;

Personal Information means information or an opinion (including information or an opinion forming part of a database) whether true or not, and whether recorded in a material form or not, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion;

Privacy Legislation means:

(a)               any legislation applicable to RFG from time to time in force in any jurisdiction, to the extent that any Personal Information or RFG is subject to the laws of that jurisdiction, affecting privacy, Personal Information or the collection, handling, storage, processing, use or disclosure of personal data; and

(b)               any ancillary rules, guidelines, orders, directions, directives, codes of conduct or other instruments made or issued under any of the legislation referred to in paragraph (a);

RFG’s Privacy Policy means the privacy and security policies of RFG which can be viewed at http://www.redflaggroup.com/privacy-policy/, as may be updated from time to time;

2                  Suspension triggers

(a)               RFG may suspend any of the Hosted Services without liability if:

i                      it reasonably believes that the Hosted Services are being used in violation of the Agreement;

ii                     the Customer is not co-operating with RFG’s reasonable investigation of any suspected violation of the Agreement;

iii                   there is an attack on the Customer’s connecting equipment used by the Customer to access the Hosted Services, including hardware, software, networks, systems, gateways or services;

iv                   the Customer’s Hosted Services are accessed or manipulated by a third party without the Customer’s consent;

v                    RFG is required by Law or Governmental Agency to suspend the Hosted Services; or

vi                   there is another event for which RFG reasonably believes that the suspension of Hosted Services is necessary to protect RFG’s networks or its other customers.

(b)               RFG will give the Customer advance notice of a suspension under clause 5(a) of at least one Business Day unless RFG determines, acting reasonably, that a suspension on shorter or contemporaneous notice is necessary to protect RFG or its other customers from imminent and significant operational, legal, or security risk.

(c)                If the Customer’s connecting equipment used by the Customer to access the Hosted Services is compromised, then the Customer must address the vulnerability prior to RFG placing the Hosted Services back in service.

3                  Restrictions

(a)               The Customer must not:

i                      create internet "links" to the Hosted Service or the Software or "frame" or "mirror" any part of the Deliverables on any other server or wireless or internet-based device; or

ii                     reverse engineer or access any part of the Hosted Service or Software in order to:

A                   build a competitive product or service;

B                    build a product using similar ideas, features, functions or graphics of the Hosted Service or Software; or

C                    copy any ideas, features, functions or graphics of the Hosted Service or Software.

(b)               The Customer has no right to access the administrative systems of any platforms, software and systems that underpin the Hosted Service.

4                  Customer responsibilities

4.1              Customer obligations

(a)               The Customer must:

i                      use reasonable security precautions in connection with its use of the Hosted Services and use all reasonable endeavours to prevent any unauthorised access to, or use of, the Hosted Service, and in the event of any such unauthorised access or use, promptly notify RFG; and

ii                     keep its account details and any associated passwords secure and confidential.

(b)               The Customer must not knowingly, deliberately or intentionally use the Hosted Service or permit it to be used in a manner that:

i                      results in the distribution or transmission of Harmful Code;

ii                     is unlawful; or

iii                   interferes with the efficiency and security of the Hosted Service,

and RFG reserves the right, without liability to the Customer, to disable or limit the Customer’s access to the Hosted Service if it breaches this clause.

(c)                the Customer is responsible for the use of the Hosted Services by any of its Authorised Users, any of the Customer’s Affiliates, any person to whom the Customer has given access to the Hosted Service, and any person who gains access to the Customer’s data or the Hosted Service as a result of a failure by the Customer to use reasonable security precautions.

4.2              Customer acknowledgements

The Customer acknowledges that:

(a)               RFG will employ best endeavours to prevent  any third party from gaining unauthorized access to Customer data or the unauthorized use of the Hosted Service, however no method of transmission over the Internet, or method of electronic storage, is 100% secure, and as such RFG does not guarantee absolute security;

(b)               RFG provides backup with a two (2) weeks retention policy with daily differential and a weekly full backup.  RFG will employ its best endeavours to conduct periodic reviews of the backup log and periodic testing of the backup;

(c)                any services that RFG is not contractually obligated to provide but that may be performed at the Customer’s request and without any additional charge are provided on an ‘as-is’ basis and without warranties; and

(d)               certain RFG Services are designed to help customers comply with various regulatory requirements that may be applicable to the Customer.  However, the Customer is responsible for understanding the regulatory requirements applicable to its business and for selecting and using the Hosted Service and the Software in a manner that complies with the applicable requirements.

5                  Privacy

(a)               RFG will ensure that when it collects, uses, discloses or transfers Personal Information in the course of performing its obligations under the Agreement it will comply with all applicable Privacy Legislation and RFG’s Privacy Policy.

(b)               Without limiting clause 5(a) but subject to clause 5(c), RFG will:

i                      only use Personal Information provided to it under the Agreement for the purpose of performing its obligations under the Agreement or as required by Law;

ii                     not disclose Personal information provided by the Customer to RFG under the Agreement without the Customer’s prior written consent or as required by Law;

iii                   ensure that no person engaged by RFG who has access to any Personal Information provided to it under the Agreement collects, uses, discloses, transfers or retains such Personal Information, except for the purpose of performing that person’s duties of engagement;

iv                   take all reasonable steps to protect any Personal Information provided to it under the Agreement from misuse and loss and from unauthorised access, modification or disclosure;

v                    comply with the Customer’s reasonable requests concerning:

A                   the security, use and disclosure of Personal Information provided to RFG under the Agreement;

B                    access to and correction of any such Personal Information by the individual to whom it relates; and

C                    any complaints about the handling of such Personal Information;

vi                   notify the Customer as soon as reasonably practicable after RFG becomes aware that it may be required by Law to use or disclose any Personal Information provided to it under the Agreement, and provide all reasonable assistance the Customer requests to resist or object to such use or disclosure; and

vii                 notify the Customer as soon as reasonably practicable after RFG becomes aware of any breach of this clause.

(c)                In receiving and using the Contracted Items, the Customer must comply with the Privacy Legislation.

6                  Access and support

6.1              24 by 7 access

(a)               RFG will use its reasonable endeavours to ensure that the Hosted Service is available 24 hours a day, 7 days a week.

(b)               The availability of the Hosted Service may be subject to limitations, delays, and other problems inherent in the use of internet connectivity and electronic communications.  RFG is not responsible for any delays, delivery failures, or other loss or damage resulting from such problems.

6.2              Support

(a)               For the duration of the Term of the Customer’s agreement, Customer will have access to continual support from the RFG Client Services Team (CST). The CST will be available to undertake tasks including (but not limited to):

i                      answering email and telephone queries on the use of the Hosted Services;

ii                     addressing problems or issues which might arise during the use of the Hosted Services;

iii                   providing notifications or updates on any new features on how they might affect the Customer; and

iv                   providing general advice and guidance on the Hosted Services.

(b)               If during Phase 2, it is determined that Customerrequires a significant enhancement to their Hosted Services configurations, Customer will again be appointed a CIM to project manage these further changes. Any such appointment will be considered as a new implementation project, and will render a fee to be agreed in writing between the Parties

(c)                Support at all times is contactable via the following:

i                     support@redflaggroup.com; and

ii                     +852 3185 0757 or +1 888 298 6990 (for US based customers).

Hosted Services Terms of Use                Commercial - in - confidence