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Exchange Addendum to Master Services Agreement

This Exchange Addendum (this "Addendum") is an addendum to the Rackspace Master Service Agreement (the "MSA").

The following additional terms apply to your use of Rackspace’s Managed Exchange and/or Hosted Exchange Service (referred to collectively below as "Exchange Service"). The Exchange Service is part of the "IT Hosting Services" as that term is defined in the MSA. Capitalized terms not otherwise defined in this Addendum shall have meaning given in the MSA.

1. Administration. Rackspace will be responsible for: (i) provisioning the initial environment and mailboxes as you request, (ii) providing support for the use of the Exchange Service and control panel, and (iii) deleting mailboxes and reducing storage at your request. You will otherwise administer the Exchange Service including adding mailboxes, adding wireless or other service components, adding storage capacity, managing settings, and configuring virus and spam filters. Rackspace live support will be available 24 x 7, year round, to your designated technical contact(s). You agree that you will not refer your end users directly to Rackspace for support.

2. Fees. Fees for the Exchange Service will be billed in advance on a calendar month basis. Fee changes due to changes in the services (e.g. increase or decrease in number of mailboxes or amount of storage, addition or deletion of wireless service components) will be effective either: (i) as of the date of the change to the service, with a prorated amount due for any partial month, or (ii) as of the beginning of the next calendar month, at Rackspace’s option. Rackspace may increase its fee structure at any time on sixty (60) days advance notice by posting the new fees in the control panel or providing notice to you via ticket, provided, however, that if more than sixty (60) days remains in the Initial Term or then-current Renewal Term as of the date of the fee change notice, the fee increase shall be postponed until the expiration of the Initial Term or then-current Renewal Term.

3. Bulk or Commercial Email. Rackspace’s policies for the Exchange Service are significantly more restrictive than its policies stated in its general Acceptable Use Policy. You agree that the following restrictions shall apply in addition to the restrictions stated in the Acceptable Use Policy:

(a) You may not use the Exchange Service to send bulk email or use a third-party network to send bulk email that has an Exchange Service return email address. Email messages of similar content that are sent to more than two hundred and fifty (250) recipients shall be deemed bulk email in violation of this provision, regardless of whether the recipients have "opted in" or otherwise given their consent to receive email.

(b) You may not send any unsolicited email. Email shall be considered unsolicited unless: (i) the recipient has affirmatively indicated that he or she wishes to receive it, or (ii) you have a pre-existing relationship with the recipient from which consent to receive the email may reasonably be implied. You may not send email intended to harass or threaten, or email of any kind to a person who has indicated that they do not wish to receive it.

(c) You may not intentionally use the Exchange Service for the purpose of receiving bulk email. For example, you may not submit any Exchange email address to a "Safelist" or "Free for All" (FFA) list.

Complaints from email recipients or third party abuse agencies (e.g. Spamcop) shall be deemed proof of the facts stated therein unless you provide compelling evidence to the contrary. Rackspace shall have the right to terminate your Exchange Service if Rackspace receives excessive or repeated complaints from your email recipients, regardless of whether you are in breach of the requirements stated in this Addendum or are otherwise at fault. You are is responsible for all damages to Rackspace if your email address or related IP numbers are blacklisted by any third party, or Rackspace is retaliated against as a result of your email, even if you have complied with these provisions. Rackspace may charge you $250.00 (two hundred and fifty 00/100 dollars) per hour for time spent to remove its IP addresses from blacklists or otherwise remediate problems arising from complaints about your email or your breach of these provisions. Attempts to circumvent these restrictions, e.g. by breaking up bulk email over time, will be a violation of these provisions. Rackspace may block any email that is in violation of these provisions.

4. Wireless. If you elect to use a wireless component of the service, in addition to the terms and conditions stated herein and in the MSA, your use of the wireless component shall be governed by the following, as applicable:

a) for BlackBerry™ , the terms at /legal/wirelessmsa.php;
b) for GoodlinkTM, Good Technology Inc.’s license terms and Acceptable Use Policy at http://www.good.com/corp/content/Documentation/forms_license.doc;

(collectively, the "Wireless License Terms"); provided, however that any provisions regarding customer support shall not be applicable and you acknowledge that you shall look solely to Rackspace for customer support in connection with the wireless components of the Exchange Service. You may use the wireless components only with the types of handhelds specified in the "Wireless License Terms." You acknowledge that Rackspace does not have expertise or specialized training with respect to the wireless components, and agree that Rackspace’s support obligation with respect to these components is limited to such efforts as may be reasonably expected of technicians having generalized knowledge and training in information technology systems.

The wireless components of the Exchange Service contain "strong encryption" that is controlled for export by U.S. laws and the laws of other countries.

5. Indemnification. Your indemnity obligations stated in the Master Services Agreement shall, in addition to the other grounds stated, cover any third party claim arising from your use of the Exchange Service, except to the extent such claim arises from Rackspace’s breach of the Agreement, negligence, recklessness, or willful misconduct.

6. Memory Limitations/Records Retention. It is your obligation to monitor and adjust the storage capacity of individual mailboxes via the control panel, as needed. Email that exceeds the storage limit when received may be permanently lost.

You may recover items permanently deleted from a mailbox or public folder within the last fourteen (14) days immediately via the Outlook and Outlook Web Access Clients, or, at your request, Rackspace will recover such items on a fee basis with such restorations to take up to two (2) hours. At your request, Rackspace will recover entire mailboxes deleted within the last thirty (30) days on a fee basis, with such restorations to take up to six (6) hours.

Rackspace’s obligation to store email messages terminates at the effective date of expiration or termination of the Exchange Service. Rackspace expects to delete all of your data within ten (10) days or less from expiration or termination of the service. At your written request made at or prior to the termination of the service, Rackspace will provide a copy of your data on a fee basis no later than ten (10) days following the date of the request.

7. Service Level Agreement. The following shall be the Service Level Agreement applicable to the Exchange service:

Rackspace guarantees that the Exchange Service will be available 100% of the time in a given calendar month, excluding maintenance. Downtime exists when users are unable to send and receive email, or use Calendars, Contacts, Tasks, Notes, and Public Folders as a result of a failure of the Exchange Service. Rackspace and/or customer has to note the failure in Rackspace’s trouble ticket system.

In the event of downtime exceeding the availability guarantee by five consecutive hours or more, you are eligible for a credit equal to the monthly recurring fee for the Exchange Service multiplied by the percentage of your mailboxes affected (the "Maximum Credit"). If the downtime continues for less than five consecutive hours, then you are eligible for a partial credit equal to 10% of the Maximum Credit for each 30 minutes of consecutive downtime. If the downtime is less than 30 consecutive minutes, then you are eligible for a credit equal to a prorated portion of the Maximum Credit based on the number of minutes of downtime divided by five hours (300 minutes).

8. Migration Services. If you elect to use our migration services for Exchange, then the following terms apply:

(a) The migration services are a Supplemental Service as defined in the MSA.

(b) Our migration services are provided for an additional fee. At your request, we will provide an estimate of fees prior to beginning a migration based on the information you provide to us. However, you acknowledge that our fee will be calculated on the basis of the actual number of mailboxes and amount of data migrated and may exceed the estimate.

(c) You acknowledge that after we begin the migration services we may discover technical limitations related to the configuration of your data that prevent us from successfully completing the migration. We will not charge you a fee if we are unable to successfully migrate your data.

(d) You will have to grant us access to your e-mail and other items for us to be able to perform migration services, but we promise that we will not view or manipulate any of the contents of these items. All of your e-mail and other items are your "Confidential Information" as defined in the MSA.

(e) You acknowledge that there is a special risk that information will be lost during a migration and that we are not liable to you for damages resulting from the loss or corruption of information as part of the migration. Therefore, you must have created a reliable back up of all information to be migrated prior to the time that we begin the migration (or arranged for us to create this back up for you if you are migrating from a Rackspace server).

9. Filtering Disclaimer. Rackspace provides certain services designed to filter unwanted email, such as spam and email infected with viruses. You acknowledge that the technological limitations of the filtering service will likely result in the capture of some legitimate email and the failure to capture some unwanted email, including email infected with viruses. Rackspace recommends that you employ additional security measures, such as a desktop virus scanner and firewall, on computers that are connected to the Internet. Email that is quarantined by the filtering system is excluded from the Service Level Agreement.

You hereby release Rackspace and its third party suppliers from any liability for damages arising from the failure of Rackspace’s filtering services to capture unwanted email.

10. Other. Except to the extent modified by this Addendum, the Exchange Service is provided subject to the terms and conditions of the Rackspace Master Service Agreement, Service Order Form, and Rackspace’s Acceptable Use Policy. This Addendum constitutes the final agreement of the parties with respect to its subject matter and supersedes and replaces all prior agreements or understandings, whether written or oral.