This is a legally binding agreement between you individually and Passware Inc. ("Passware") with respect to the service ("Service") described in http://www.decryptum.com/about.html as an inducement to Passware to perform the requested Service, by clicking "Accept" below, you agree with Passware as follows:

1. You represent and warrant to Passware that you own any data you may make available to Passware, by disk or electronic transfer, to enable Passware to perform the Service, and that you own all data that may be retrieved by Passware or made available to you as a result of the Service. You agree to defend, indemnify and hold harmless Passware with respect to any breach of your representations and warranties contained in this Agreement. If Passware has reason to suspect that you may not be the owner of any data delivered under this Agreement, Passware is hereby authorized to cease performing the Service and, without liability to you, retain possession of the data until such ownership of the data are resolved to Passware's reasonable satisfaction.

2. You and Passware acknowledge and agree that data delivered to enable Passware to perform Service may contain information you consider confidential (the "Confidential Information") and that Passware will have access to such Confidential Information in connection with the performance of the Service. Confidential Information does not include information that (a) was in Passware's possession before receipt from you; (b) is or, through no fault of Passware, becomes a matter of public knowledge; (c) is rightfully received from a third party without a duty of confidentiality; (d) is independently developed by Passware or a third party; or (e) is required to be disclosed by Passware pursuant to applicable law or government order.

3. Passware will limit access to the Confidential Information to persons with a bona fide need to know, and will use commercially reasonable efforts to prevent the unauthorized use, dissemination, disclosure or publication of the Confidential Information.

4. All Confidential Information shall remain your property. However, Passware may use Confidential Information, and any data derived or uncovered during the performance of the Service, regardless of whether such data are based on or derived from Confidential Information, to perform such Service.

5. You acknowledge and agree that, while the Service can typically be performed within the times, if any, described at http://www.decryptum.com/about.html, any such times are estimates and additional time may be needed by Passware to complete the Service due to circumstances beyond its control.

6. Passware will notify you by e-mail when the Service is complete and data files deliverable under the Service, if any, are available for retrieval. You must retrieve any such data files by downloading them from the Passware website within 30 days after notice of completion of the Service is given. Passware will not be responsible for and may delete any such files after such 30-day period ends.

7. Passware's sole liability, and your sole remedy, for any claim arising in connection with the Service will be a refund of the fees Passware received from you for the Service. Under no circumstances will Passware be liable to you for consequential damages. PASSWARE DISCLAIMS ALL WARRANTIES WITH REPECT TO THE SERVICE, WHETHER EXPRESS, IMPLIED, WRITTEN, ORAL OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ALSO ACKNOWLEDGE SOLE RESPONSIBILITY FOR RETAINING ORIGINALS OF ANY FILES, DATA OR OTHER MATERIALS DELIVERED TO PASSWARE TO PERFORM THE SERVICE.

8. You agree to pay Passware for the Service the amounts set in http://www.decryptum.com/pricing.html.

9. This Agreement which is incorporated herein by reference, constitutes the entire agreement between you and Passware regarding the Service and any applicable Confidential Information, superseding all previous and contemporaneous communications and negotiations regarding such subject matter, whether written or oral. All additions or modifications to this Agreement must be made in writing and must be signed by you and Passware.

10. Passware's failure to perform any obligation or satisfy any condition hereunder will be excused if, and suspended for so long as, attributable to causes beyond its reasonable control, including without limitation ISP or other third-party service interruptions, earthquakes, floods, embargoes, fires, acts of war, insurrections, riots, labor disturbances and acts, omissions or delays by a governmental authority.

11. This Agreement, if accepted by you, will become effective on the date on which Passware receives this Agreement and any data necessary to perform the Service.

Last revised: 03/18/04