Master Services Agreement

BY EXECUTING AN ORDER FORM AND/OR BY USE OF THE SERVICE, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS GOVERNING YOUR USE OF THE SERVICE, THE CMO TECHNOLOGY AND THE CONTENT (AS DEFINED IN THE DEFINITIONS SECTION AT THE END OF THIS DOCUMENT).IF YOU ARE ACCEPTING THESE TERMS AND CONDITIONS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICE. TO THE EXTENT THAT THERE IS ANY CONFLICT BETWEEN A PROVISION OF THESE TERMS AND CONDITIONS AND OF AN ORDER FORM, THESE PROVISIONS OF THESE TERMS AND CONDITIONS SHALL PREVAIL.

As part of the Service, CMO will provide you with use of the Service, including the CMO Technology, the Content, certain Support Services (depending on selection in the Order Form) and other materials supplied by or on behalf of CMO. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the CMO website incorporated by reference herein, including but not limited to CMO's privacy policy. For reference, a Definitions section is included at the end of this Agreement.

The Service is offered in several editions: a Dedicated Installation Edition, a Dedicated Hosted Edition and a Hosted Edition.

CMO's privacy policy may be viewed at http://www.cmo-compliance.com/Privacy.html. CMO reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Individual users, when they initially log in, must accept the terms of CMO's privacy policy and will be asked whether or not they wish to receive marketing and other non-critical Service-related communications from CMO from time to time. They may opt out of receiving such communications at that time or at any subsequent time. Note that occasionally CMO may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service. If you become a paying customer of the Service, you agree that CMO can disclose the fact that you are a paying customer and the edition of the Service that you are using. CMO may monitor, record and store your and your User use of and access to the Services, in compliance with its privacy policy to determine the Service is being used in accordance with the terms of this Agreement.

CMO hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal normal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by CMO and its licensors.

You may not access and use the Service if you are a direct competitor of CMO, except with CMO's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service, the CMO Technology or the Content in any way or allow the Service, CMO Technology or the Content to become the subject of any charge, lien or encumbrance; (ii) modify or make derivative works based upon the Service, the CMO Technology or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content or CMO Technology on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service or CMO Technology in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service or CMO Technology, or (c) copy any ideas, features, functions or graphics of the Service or CMO Technology.

You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or which violates third party rights (including rights of privacy, property or publicity); (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

Certain editions of the Service offer integration capabilities via a webservice interface. The number of webservice calls you can make per account using the Hosted Edition or Dedicated Hosted Edition is limited as follows: 1,000 calls/day/User (aggregated over all Users under the account), up to an aggregate maximum of 1,000,000 calls/day/account.

You may view, download, reference and print any materials generated or posted by or on behalf of CMO within the Service provided that you may not, without the prior written consent of CMO: (i) modify and/or alter such materials in any way; (ii) distribute such materials to any third party; and (iii) remove any copyright, trademark or other proprietary notices contained in such materials.

The Services are available only to your Users. You may have the maximum number of Users set out in the Order Form. Additional Users will attract additional fees. CMO may in its absolute discretion accept or reject applications for User registrations. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.

CMO may, in its sole discretion, issue New Releases and New Modules (for which additional fees may be payable) and may discontinue or suspend the ability to use features or functions of any version of the software forming part of the Service and/or disable any software that you may already have accessed or installed, for the repair, improvement, and/or upgrade of the underlying technology of such software or for any other justifiable reason. CMO shall not be liable for any loss you suffer caused directly or indirectly by such New Releases or New Modules and/or the absence of New Releases and New Modules.

You have sole responsibility and liability for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including without limitation those related to data privacy, international communications and the transmission of technical or personal data. You acknowledge and agree that CMO is not responsible in any way for your use of the Service or for any activity occurring under your User accounts. You accept full responsibility for the selection of the Service to achieve its intended results. You shall: (i) notify CMO immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to CMO immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users to be in breach of the terms of this Agreement; (iii) not impersonate another CMO user or provide false identity information to gain access to or use the Service; and (iv) notify CMO immediately of any breach of this Agreement or infringement of third party rights in connection with this Agreement immediately upon becoming aware of such breach and/or infringemen.

You shall permit CMO to inspect and have access to (either physically or remotely) any premises, and to the computer equipment located there, at or on which any software forming part of the Service, Content and/or CMO Technology used by you is being kept or used, and any records kept pursuant to this Agreement, for the purposes of ensuring that you are complying with the terms of this Agreement (including allowing only authorised Users access to the Service), provided that CMO provides reasonable advance notice to you of such inspections, which shall take place at reasonable times.

CMO does not own any Submissions that you submit to the Service in the course of using the Service. You, not CMO, shall have sole responsibility and liability for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Submissions, and CMO shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Submissions. You shall ensure that you have appropriate ownership or licensing rights to Submissions to allow you to distribute such Submissions via the Service before delivery to the Service. You warrant and undertake that Submissions will not contain anything that violates any applicable laws, rules, codes, third party rights or the terms of this Agreement. In the event this Agreement is terminated (other than by reason of your breach), CMO will make available to you a file of the Submissions within 30 days of termination if you so request at the time of termination. CMO reserves the right to withhold, remove and/or discard Submissions without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Submissions immediately ceases, and CMO shall have no obligation to maintain or forward any Submissions.

You grant CMO a worldwide, non-exclusive, perpetual, royalty free license to reproduce, modify the format of, store and otherwise alter and distribute the Submissions for the purposes of CMO complying with the terms of this Agreement including, without limitation, terms relating to any support and error connection services of the CMO.

During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. CMO and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. CMO does not endorse any sites on the Internet that are linked through the Service. CMO provides these links to you only as a matter of convenience, and in no event shall CMO or its licensors be responsible for any content, products, or other materials on or available from such sites. CMO provides the Service to you pursuant to the terms and conditions of this Agreement. You recognise, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.

As part of the Content available through the Service, CMO may provide or make available for use template forms or other documents which you may elect, at your discretion, to use as part of the Service for your business purposes. You take full responsibility for your use of such Content, including ensuring that any template forms or other documents you use are fit for the purposes for which you are using them and comply with all applicable laws and regulations. CMO shall have no liability, obligation or responsibility for any such Content, including for its accuracy, completeness, legal compliance or suitability for your business purposes or otherwise.

CMO alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the CMO Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the CMO Technology or the Intellectual Property Rights owned by CMO (or its licensors, where applicable). The CMO name, logo, and the product names associated with the Service are trademarks of CMO, its licensors or third parties, and no right or license is granted to use them.

You shall pay all fees or charges to your account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. The initial fees and charges will be as set out in your Order Form and may include, without limitation, the following charges: upfront Licence Fee, Annual Recurring Fee, additional User licence fees, support fees, fees for Additional Modules, Escrow Fees, training and implementation costs, customisation costs. Payments must be made within 30 days of the date of the applicable invoice, unless otherwise set out in an Order Form, or in the relevant invoice. All payment obligations are non-cancelable and all amounts paid are non-refundable. You are responsible for paying for all User licenses ordered for the entire Term, whether or not such User licenses are actively used. You must provide CMO with valid credit card or approved purchase order information as a condition to signing up for the Service. An Administrator may add licenses by executing an additional written Order Form or as otherwise agreed to in writing by CMO. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. CMO reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.

CMO charges and collects in advance for use of the Service. CMO will automatically renew and bill your credit card or issue an invoice to you each year on the subsequent anniversary or as otherwise mutually agreed upon. Any annually recurring fees for services (such as, without limitation, the Annual Recurring Fee, support fees and additional User licences) will be equal to a percentage of the total upfront fees paid at the start of the Initial Term, as set out in the Order Form or a otherwise set out in the Order Form (and will include an equivalent increase for additional licenses purchased and fees incurred) unless CMO has given you at least 30 days prior written notice of a fee or percentage increase in such recurring fees, which shall be effective immediately and thereafter. Fees for other services (such as, without limitation, customisation costs and training and implementation costs) will be charged on an as-quoted basis (which may or may not be set out in the Order Form). CMO's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.

You agree to provide CMO with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorised billing contact and Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, CMO reserves the right to terminate your access to the Service in addition to any other legal remedies.

Unless CMO in its discretion determines otherwise: (i) entities with headquarters and a majority of users resident in the United Kingdom will be billed in UK pounds sterling and subject to UK payment terms and pricing schemes ("UK Customers"); (ii) entities with headquarters and a majority of users resident in the United States will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes ("U.S. Customers"); (iii) entities with headquarters and a majority of users resident in Australia will be billed in Australian dollars and subject to Australian payment terms and pricing schemes ("Australian Customers"); and (iv) all other entities will be billed in UK pound sterling, U.S. dollars, Euros or local currency and be subject to either UK or non-UK payment terms and pricing schemes at the discretion of CMO ("Non-UK / U.S. / Australian Customers").

If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

In addition to any other rights granted to CMO in this Agreement, CMO reserves the right to suspend or terminate this Agreement and your access to the Service if your account falls into arrears. CMO may charge interest on overdue amounts, which are payable forthwith on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 1% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Such interest shall accrue on a daily basis and be compounded quarterly. If you or CMO initiates termination of this Agreement, you will be obliged to pay the balance due on your account computed in accordance with the Fees and Payment section above. You agree that CMO may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

CMO reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that CMO has no obligation to retain Submissions and that such Submissions may be irretrievably deleted if your account is 30 days or more in arrears or otherwise suspended or inactive.

This Agreement commences on the Effective Date and continues for the Initial Term. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms of one year ("Renewal Term") at CMO's then current fees. Either party may terminate this Agreement, effective only upon the expiration of the then current Initial Term or Renewal Term (as applicable), by notifying the other party in writing at least twenty (20) business days prior to the expiry of that term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), CMO will make available to you a file of the Submissions within 30 days of termination if you so request at the time of termination. You agree and acknowledge that CMO has no obligation to retain the Submissions, and may delete such Submissions, more than 30 days after termination.

Any breach of your payment obligations or unauthorized use of the CMO Technology, Content or Service will be deemed a material breach of this Agreement. CMO, in its sole discretion, may terminate your password, account, an individual User account or use of the Service or this Agreement if you breach or otherwise fail to comply with this Agreement. In addition, CMO may terminate a free account at any time in its sole discretion. You agree and acknowledge that CMO has no obligation to retain the Submissions, and may delete such Submissions, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach. Termination by CMO in accordance with the rights contained in this Agreement shall be without prejudice to any other rights or remedies of CMO accrued prior to termination.

On termination for any reason: (a) all rights granted to you under this Agreement shall cease; (b) you shall cease all activities authorised by this Agreement; (c) you shall immediately pay any sums due to CMO; and (d) you shall immediately destroy or return to the CMO (at CMO's option) all copies of CMO's (or its licensor's) software and Content then in your possession, custody or control and, in the case of destruction, certify to CMO that you have done so.

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. CMO represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof in the country in which it is being provided and that the Service will perform substantially in accordance with the online CMO documentation describing the Service under normal use and circumstances, provided that this warranty will not apply if any issue with the Service results from you or your User(s) having used the Service outside the terms of this Agreement, or for a purpose or in a context other than the purpose or context for which it was designed or in combination with any other software not provided by CMO. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

CMO AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE, CMO TECHNOLOGY OR ANY CONTENT. CMO AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE, CMO TECHNOLOGY AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALTY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CMO AND ITS LICENSORS.

CMO'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CMO IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

You shall indemnify and hold CMO, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Submissions infringes the rights of, or has caused harm to, a third party; (ii) a claim alleging that your use of the Service for your business purposes or your User activity infringes the rights of, or has caused harm to, a third party; (iii) a claim alleging that any activity occurring under your User accounts or by you in using the Service infringes any applicable local, state, national and/or foreign laws, treaties and regulations, including without limitation those related to data privacy, international communications and the transmission of technical or personal data; (iv) a claim, which if true, would constitute a violation by you of your representations and warranties; or (v) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CMO (a) gives written notice of the claim promptly to you (on becoming aware of such a claim); (b) at your request, gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CMO of all liability and such settlement does not affect CMO's business or Service); (c) following your request, provides to you all available information and assistance; and (d) has not compromised or settled such claim.

CMO shall indemnify and hold you and your officers, directors and employees harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) actually awarded against you, your officers, directors and/or employees arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright or a trademark of a third party in the United Kingdom, Australia or United States of America; or (ii) a claim, which if true, would constitute a violation by CMO of its representations or warranties; provided that you (a) promptly give written notice of the claim to CMO; (b) give CMO sole control of the defense and settlement of the claim (provided that CMO may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CMO all available information and assistance; and (d) have not compromised or settled such claim. CMO shall have no indemnification obligation, and you shall indemnify CMO pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service (or any part of the Service, CMO Technology and/or Content) with any of your or third party products, software, service, hardware or business process(s).

IN NO EVENT SHALL EITHER PARTY'S (OR, IN THE CASE OF CMO, ITS LICENSORS') AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT AND/OR SERVICE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE EXCLUSIONS IN THIS CLAUSE 15 AND CLAUSE 13 SHALL APPLY TO THE FULLEST EXTENT PERMISSABLE AT LAW. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL OR CERTAIN OTHER TYPES OR DAMAGES OR FOR PERSONAL INJURY CAUSED BY NEGLIGENCE, FOR FRAUD OR FRAUDULENT MISREPRESENTATION OR FOR CERTAIN OTHER TYPES OF DAMAGES, SO THE EXCLUSIONS IN THIS CLAUSE 15 AND CLAUSE 13 MAY NOT APPLY TO YOU.

You are solely responsible for, and accept liability for, ensuring compliance with local laws and local export controls applicable to your business and to your use of the Service in connection with your business. The CMO COMPLIANCE Website and Service provides services and uses software and technology that may be subject to United States export controls and the export control regulations of the European Union, Denmark and Australia. You acknowledge and agree that the CMO COMPLIANCE Website and the Service shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, the European Union, Denmark and/or Australia maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., European Union, Danish and Australian export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

This site may use encryption technology that is subject to licensing requirements under the U.S., European Union, Danish and/or Australian laws and/or regulations.

CMO and its licensors make no representation that the Service is appropriate or available for use in locations outside the United Kingdom, Australia and the United States of America. If you use the Service from outside the United Kingdom, Australia and the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United Kingdom, Australian or United States law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United Kingdom government, the Australian government and the United States government or appropriate body for such purposes.

Subject to the remaining provisions of this clause (including the exclusions and limitations at the end of this clause), CMO will provide you with the following Support Services in relation to software forming part of a Current Release ('Supported Software'): (a) Silver Support Services as described below, provided that you pay the Annual Recurring Fee; (b) Gold Support Services as described below, provided that you pay the annual Gold Support Fee (as indicated in the Order Form).

SUPPORT TYPE	SILVER SUPPORT SERVICE¹	GOLD SUPPORT SERVICE²
Email Support for CMO Technology issues:	Availability (hours during which email responses will be sent by CMO): UK: 9am to 5pm Monday to Friday (excluding public holidays) Australia: 9am to 5pm (EST) Monday to Friday (excluding public holidays US: 8am to 5pm (Eastern time) Monday to Friday (excluding public holidays) Response time: First email response from CMO to support request will be made within 24 Available hours from time email request received by CMO Contact: support@cmo-compliance.com	Availability (hours during which email responses will be sent by CMO): 24 hours x 7 days Response time: First telephone response from CMO to telephone support request will be made within 6 Available hours from time telephone support request received by CMO. Contact: support@cmo-compliance.com
Web Support for CMO Technology issues	Availability (hours during which web response will be uploaded by CMO): UK: 9am to 5pm Monday to Friday (excluding public holidays) Australia: 9am to 5pm (EST time) Monday to Friday (excluding public holidays) US: 8am to 5pm (Eastern time) Monday to Friday (excluding public holidays) Response time: First web response from CMO to web support request will be made within 24 Available hours from time webrequest received by CMO Contact: www.cmo-compliance.com/support	Availability(hours during which web response will be uploaded by CMO): 24 hours x 7 days Response time: First web response from CMO to web support request will be made within 6 Available hours from time web support request received by CMO. Contact: www.cmo-compliance.com/support
Telephone support for CMO Technology issues:	Availability (hours during which CMO will respond by telephone): UK: 9am to 5pm Monday to Friday (excluding public holidays) Australia: 9am to 5pm (EST time) Monday to Friday (excluding public holidays) US: 8am to 5pm (Eastern time) Monday to Friday (excluding public holidays) Response time: First telephone response from CMO to telephone support request will be made within 24 Available hours from time telephone request received by CMO Contact: Australia: +61 3 9531 4326 UK:+44 207 078 7414 US: +1 919-975-4945	Availability (hours during which CMO will respond by telephone): 365 days, 24 hours x 7 days Response time: First telephone response from CMO to telephone support request will be made within 6 Available hours from time telephone support request received by CMO. Contact: Australia: +61 3 9531 4326 UK: +44 207 078 7414 US: +1 919-975-4945

            ¹Silver Support Maximum Support Issue requests: If you receive Silver Support Services from CMO, you are entitled to make a maximum number of support requests per annum (starting from the Effective Date) across all support types (email, web, telephone) as follows: (a) for Hosted Editions and Dedicated Hosted Editions, 8 support issues; (b) for Dedicated Installation Editions, 24 support issues. Additional costs will be charged for additional support requests you make.

            ²Gold Support Maximum Support Issue requests:If you receive Gold Support Services from CMO, you are entitled to make a certain number of support requests per annum (starting from the Effective Date) across all support types (email, web, telephone) as follows: (a) for Hosted Editions, 12 support issues; (b) for Dedicated Installation Editions and Hosted Dedicated Installation Editions, unlimited support issues. Additional costs will be charged for additional support requests you make for Hosted Editions.

Email and Web support requests must be submitted in the format of the Fault Report Form available at www.cmohandheldsoftware.com/support.You must clearly identify the exact support issue, so that the CMO support team is able to try to resolve the issue.

Subject to the exclusions and limitations set out below, CMO shall provide the following support services in respect of queries you place in relation to any errors or defects found in respect of Supported Software ('Error Queries')

If any part of the Support Software contained in the latest New Release (the "Current Release") fails to function as expected, you shall, as soon as reasonably practicable, notify CMO of such defect or error. You may place Error Queries over the phone or via email during Available hours (as Available is defined for Silver Support Service in the table above). In addition, you shall complete and submit by email a Fault Report Form available at www.cmohandheldsoftware.com/support, which shall contain sufficient information describing the nature of the defect or error and its impact on your ability to use the Service to enable CMO to classify the defect or error together with a documented example of the defect or error.

Following receipt of an Error Query and completed Fault Report Form by CMO, CMO, in its reasonable opinion, will assign the Error Query a priority level in accordance with the following criteria:

CMO shall use its reasonable endeavours to respond and remedy any defects or errors in Supported Software about which you have submitted an Error Query within the response and resolution times set out below:

You shall provide CMO with all assistance reasonably requested by CMO in order to enable CMO to remedy any defects or errors in Supported Software. You agree that it is reasonable for CMO to request, amongst other things, access to your premises and/or server(s) (either remotely or physically) in order that it can update your dedicated installation with any corrected version of the Current Release (where relevant).

Exclusions from and limitations to Support Services and error correction services:

Maintenance, support or other services in respect of the following are not included in your support allowance and the Support Services and in the error correction services described above: integration with existing systems; custom report development and other customisation of the Service and/or CMO Technology and/or Supported Software; defects or errors which, in the reasonable opinion of CMO, result from any modifications to the Current Release made by any person other than CMO; use of any version of CMO Technology and/or the Service other than the Current Release; incorrect use of the Current Release or database or operator error; any fault in your equipment or in any programs used in conjunction with the Current Release; any defects or errors caused by use of the Current Release on or with equipment or programs not supplied by or approved in writing by CMO provided that for this purpose any programs designated for use with the Current Release shall be deemed to have the written approval of CMO; any modification of the Current Release not authorised in writing by CMO; operation of the Current Release outside CMO's recommended applicable operating conditions and environmental specifications; improper site preparation or maintenance (in the reasonable opinion of CMO); accident, neglect, hazard or misuse; natural calamity; failure or fluctuation of electrical power or environmental conditions; and/or any unauthorised maintenance of the Current Release or other failure by you or a User to comply with the terms of this Agreement.

CMO may, in its sole and absolute discretion, elect to provide maintenance services or other support services in circumstances covered by the exclusions listed above and/or where it determines that there is not a defect with the Current Release, in which case such services will be provided at CMO's then current rates. You acknowledge and agree that the software contained in the CMO Technology and the Service and the Supported Software is complex, and that certain errors and defects are incapable of correction or may require an inordinate amount of time and money to correct. If CMO, in its reasonable opinion, concludes that a defect or error falls into either of these categories, then CMO shall have no obligation to correct such defect or error.

In providing support and error correction services under the terms of this Agreement, CMO may in its sole and absolute discretion: (i) provide a local fix or patch of any relevant software; (ii) provide a temporary by pass or work around solution; (iii) schedule the resolution of the defect or error for inclusion in a subsequent New Release; (iv) modify CMO documentation to reflect operating limitations and correct operating procedures; and (v) request you to provide such information as may be required to enable it to identify and correct any defect or error in question or to provide support (which information you shall provide within a reasonable time). Time will not be of the essence in undertaking support and error correction services.

Failure to comply with these support and error correction provisions shall not constitute a breach of this Agreement by CMO.

CMO may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in CMO's account information, or by written communication sent by first class mail or pre-paid post to your address on record in CMO's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to CMO (such notice shall be deemed given when received by CMO) at any time by any of the following: letter sent by confirmed facsimile to CMO at the following fax number (whichever is appropriate): +44 (0) 871 715 1140; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to CMO at the following addresses: CMO, for customers located in Australia, 1/481 St Kilda Rd, Melbourne, Victoria 3184 Australia; for customers located anywhere else in the world, 11-15 Betterton Street, London WC2H 9BP, United Kingdom; with respect to, in each case addressed for the attention of: Chief Executive Officer.

CMO reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

This Agreement may not be assigned by you without the prior written approval of CMO but may be assigned without your consent by CMO to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of CMO directly or indirectly owning or controlling 50% or more of you shall entitle CMO to terminate this Agreement for cause immediately upon written notice.

With respect to customers located in North, Central or South America (including the Caribbean), this Agreement shall be governed by California law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California. With respect to customers located in Asia, Australia, New Zealand and the Pacific islands, this Agreement shall be governed by the laws of the state of Victoria, Australia without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the courts of Victoria, Australia. With respect to customers located in Europe or anywhere else in the world, other than those territories listed above, this Agreement shall be governed by the laws of England and Wales without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the courts of England and Wales.

No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. In the event of any conflict between the terms of this Agreement and the terms of any Order Form, the terms of this Agreement shall prevail. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and CMO as a result of this agreement or use of the Service. The failure of CMO to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by salesforce.com in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and CMO and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. No party shall be liable to the other for any delay or non-peformance of its obligations under this Agreement arising from any cause beyond its control including, without limitation, any of the following: act of God, governmental act, war, act of terrorism, fire, flood, explosion or civil commotion (although nothing shall excuse you from any payment obligations under this Agreement). Except for affiliates of CMO (who may enforce and who benefit from this Agreement as if they were a party to it), no term of this Agreement is intended to confer a benefit on, or to be enforceable by any person who is not a party to this Agreement.

Each party shall, during the term of this agreement and thereafter, keep confidential all, and shall not use for its own purposes nor without the prior written consent of the other disclose to any third party any, information of a confidential nature (including, without limitation, trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its affiliates, unless such information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this agreement, or subsequently comes lawfully into the possession of such party from a third party.

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to contact@cmohandheldsoftware.com.

As used in this Agreement and in any Order Forms now or hereafter associated herewith:"Activation" means the provision of either the CMO Technology, Content or Service so that you can use it within your organization. This may involve CMO importing spreadsheets or files containing activation data if required, or alternatively it may be fulfilled by CMO providing access to a server running the CMO Technology, Content or Service enabling you to finalize the configuration;"Additional Module"means any module of the CMO compliance software which you add to your Service after the Effective Date, which may be a New Module, or a module which already existed as at the Effective Date, but which did not form part of the Service you ordered on your Order Form, for which an additional fee is payable, as set out in the Order Form. A description of current modules from time to time can be found at www.cmo-compliance.com/files/modules.pdf, as this description may be updated or changed by CMO from time to time; "Administrator(s)" means those Users designated by you who are authorized to purchase additional User licenses by executing written Order Forms or as otherwise authorised by CMO and to create User accounts and otherwise administer your use of the Service; "Agreement" means these online terms of use, any Order Forms, and any materials available on the CMO COMPLIANCE Website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by CMO from time to time in its sole discretion; "Annual Recurring Fee" means the recurring fee due and payable annually in advance from the Effective Date to cover annual fees for the Service, covering the provision of New Releases, licensing fees and Silver Support Services, and which is equal to a percentage of the upfront License Fee paid at the start of the Initial Term, as set out in the Order Form; "CMO COMPLIANCE Website" means the web site found at www.cmo-compliance.com/, or such replacement URL as may be used from time to time; "CMO" means with respect to customers located the United Kingdom, CMO Global Limited, a company incorporated and registered in England and Wales with company number 04335488 and its registered address at 11-15 Betterton Street, London WC2H 9BP, United Kingdom; with respect to customers located in Australia, CMO Handheld Software Pty Ltd, a company incorporated and registered in Victoria, Australia with company number ACN 106 146 58 and registered address at 600 St Kilda Rd, Melbourne, Victoria 8008 Australia; with respect to customers located anywhere else in the world, CMO International ApS, a company incorporated and registered in Denmark with company number CVR-NO 28899750 and registered address at Frederiksgade 21, 1st Floor, 1265 Copenhagen K, Denmark; "CMO Technology" means all of CMO's and its licensors proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information and New Releases and New Modules) made available to you by CMO in providing the Service; "Content" means the audio and visual information, documents, images, software, products, templates and other materials and services contained or made available to you in the course of using the Service; "Dedicated Installation Edition" means an edition of the Service under which the Service is hosted on a dedicated Server not hosted by CMO; "Dedicated Hosted Edition" means an edition of the Service under which CMO hosts the Service on a server dedicated for your use; "Effective Date" means the earlier of either the date set out in the Order Form or the date you begin using the Service; "Gold Support Fee" means the fee payable for the Gold Support Services, if applicable, as set out in the Order Form; "Gold Support Service" means those support services described in clause 16 of this Agreement which you will receive if selected in the Order Form and for which the Gold Support Fee is due and payable annually in advance from the Effective Date, at the level set out in the Order Form; "Hosted Edition" means a version of the Service under which CMO hosts the Service for you on a server shared with other Customers of CMO; "Initial Term" means the contract term, beginning on the Effective Date and ending three years from the Effective Date or as otherwise agreed on the applicable Order Form; "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how, database rights and other trade secret rights, and all other intellectual property rights (whether registered or unregistered), derivatives thereof, and forms of protection of a similar nature anywhere in the world; "Licence Fee" means the upfront licence fee payable for licence of the Service to you during the first year of the Term, as set out in the Order Form; "New Release" means any new release of the CMO compliance software forming part of the CMO Technology and Service which corrects faults, adds functionality or otherwise amends or upgrades such software, and which may include New Modules (which may attract additional fees if they are added to the service as an Additional Module); "New Module" means any new module added to the CMO compliance software after the Effective Date forming part of the CMO Technology and Service which from time to time is publicly marketed and offered for purchase by CMO in the course of its normal business, being a module which adds significant new functionality to such software. A description of current modules from time to time can be found at www.cmo-compliance.com/files/modules.pdf, as this description may be updated or changed by CMO from time to time; "Order Form(s)" means the form evidencing the initial for the Service and any subsequent order forms, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); "Service(s)" means the specific edition of CMO's compliance management software, data analysis, or other compliance management software and/or services identified during the ordering process, developed, operated, and maintained by or on behalf of CMO, or ancillary online or offline products and services provided to you by CMO, to which you are being granted access under this Agreement, including the CMO Technology and the Content and, if applicable, Support Services; "Silver Support Service" means those support services offered by CMO and described in clause 16 of this Agreement, for which the Annual Recurring Fee is payable, as set out in the Order Form; "Submissions" means any data, information, documents or material provided or submitted by you to the Service in the course of using the Service; "Support Services" means the support services described in clause 16 of this Agreement, including the Gold Support Services and the Silver Support Services; "Term" means the Initial Term and any renewal term; and "User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service in accordance with the terms of this Agreement and have been supplied user identifications and passwords by you (or by CMO at your request), subject to the maximum number of Users set out in the Order Form.