THIS SOFTWARE EVALUATION LICENCE AND CONFIDENTIALITY AGREEMENT is entered into
BETWEEN:

(1) Compliance Track whose registered office is at 100 Pall Mall,London,SW1Y 5NQ,United Kingdom,Email: sales@compliancetrack.com ('the Licensor') and

(2) Company or individual identified in the online Evaluation form ('the Licensee')

RECITALS

(A) The Licensor has released and is continuing to develop software for automating compliance management.

(B) The Licensor is prepared to disclose to the Licensee certain Licensor software components listed in the Schedule and as added to by the Licensor from time to time in object code and PHP source code  as stated in the Schedule and/or the associated technical documentation listed on the following terms and conditions. Together the software components and the documentation shall be referred to as the Materials.

(C) The Materials are supplied to the Licensee for the sole purpose of internally testing and evaluating the Materials as further described in the Schedule ('Evaluation').

NOW IT IS AGREED AS FOLLOWS:

1 Provision of Materials

The Licensor shall deliver the Materials in such form as are currently available to the Licensor. Any details of further Materials provided by the Licensor for the Evaluation shall be recorded in an addition to the Schedule (in the form attached) agreed by both parties.

2 Use and licence of Materials

2.1 Subject to the terms and conditions of this Agreement, the Licensor grants to the Licensee a non-exclusive, non-transferable, limited licence to use the Materials.

2.2 All copies of the Materials provided by the Licensor and any copies made by the Licensee, including all intellectual property rights including all patents, inventions, copyrights, database rights, design rights (whether registered or not), trade marks, trade names, logos, trade secrets, know how and all rights to sue for passing off or unfair competition and all applications for the same and all rights of similar nature existing anywhere in the world ('Intellectual Property Rights') therein, are and shall remain the exclusive property of the Licensor.

2.3 The Licensee shall not distribute, sell, supply, modify, adapt, amend, incorporate, merge, or otherwise alter, the Materials. The Licensee shall not attempt to decompile, reverse engineer or otherwise disassemble any part of the Materials. The Licensee acknowledges that the Materials are to be used solely for reference purposes when carrying out the Evaluation. Nothing in this Agreement shall be construed as a representation that the Licensee will not independently pursue similar opportunities related to the Evaluation of software applications which may provide equivalent functionality to the Materials provided by the Licensor under this Agreement.

2.4 The Licensee acknowledges that the Materials, the related Intellectual Property Rights including its object and source code and related proprietary information embodied in or related to them ('Proprietary Information'), contain valuable trade secrets of the Licensor and are also protected by the copyright and patent laws of various countries. The Licensee agrees that it will keep the Proprietary Information in strict confidence and will not in any way:

2.4.1 disclose or make available the Proprietary Information or any portion thereof to any person or entity, except employees and representatives of the Licensee to whom such disclosure is strictly necessary for Evaluation who are bound by confidentiality obligations.

2.4.2 copy, reproduce or duplicate the Proprietary Information or any portion thereof in any form or medium, except as provided in this Agreement.

The Licensee's confidentiality obligations under this clause 2 shall survive termination of this Agreement for any reason whatsoever.

2.5 The Licensee shall maintain the Proprietary Information and any copies thereof in a secure fashion and will take all reasonable measures consistent with the highest standards of security generally used in the industry for the protection of valuable source code in order to protect the Proprietary Information and any copies thereof from theft, copying, reproduction, or unauthorised distribution, disclosure, dissemination or use. Without limiting the foregoing, the Licensee shall (i) use at least the same level of security for the Proprietary Information that it uses for its own most valuable trade secrets and source code; (ii) use the Proprietary Information only in a secure area and workstation; (iii) limit use of the Proprietary Information to specific individuals to whom such disclosure is strictly necessary to complete the Evaluation and from whom confidentiality undertakings in writing providing no less stringent protection than agreed to in this Agreement have been obtained and who are not (and who will not be) assigned to work on the development of products that compete with the Materials, during the Evaluation and for a period of 2 years commencing on the completion of the Evaluation; and (iv) store all copies of the Proprietary Information in a safe (or equally secure storage place) when it is not being used by the Licensee for the Evaluation.

2.6 The Licensee shall immediately notify the Licensor of any unauthorised use or disclosure of, or of any unauthorised access to, or of any theft or loss of any copies of the Materials or other Proprietary Information which it suspects or which comes to its attention.

2.7 The Licensee shall reproduce and include any copyright or other proprietary rights notices on all copies of the Proprietary Information and partial copies thereof.

2.8 To the extent permitted by the law, the Materials are supplied as is, including any faults. To the maximum extent permitted by the law, the Licensor excludes all warranties conditions or other terms that may be implied into this Agreement whether by law, statute or otherwise. The Licensor gives no condition, warranty or other term whatsoever, either express or implied including, without limitation, any condition, warranty or other term as to the condition of any code, or as to merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or use of reasonable care and skill. To the extent permitted under applicable law, the Licensor shall not be liable in contract, tort or otherwise for any loss or damage, howsoever arising in connection with the Materials or this Agreement. The Licensor shall not be liable for any indirect, special, or consequential damages, or loss of profit, whether such damages or losses are known, foreseen, foreseeable or unforeseen. Nothing in this Agreement shall limit the Licensor's liability for negligently caused death or personal injury or fraud.

2.9 Except for the rights and licence granted under this Agreement, nothing contained in this Agreement shall be construed to grant to the Licensee any right, title or interest in or to the Materials. The Licensor expressly reserves all right, title and interest in and to the Materials which are not specifically granted to the Licensee under this Agreement.

3 Breach

The provisions of this Agreement are necessary for the protection of the business and goodwill of the parties and are considered by the parties to be reasonable for such purpose. The Licensee agrees that any breach of this Agreement may cause the Licensor substantial and irreparable damages and, therefore, in the event of any such breach, in addition to other remedies which may be available, the Licensor shall have the right to seek specific performance and other injunctive and equitable relief.

4 Termination

< p>4.1 The Licensee may terminate the Licence at any time by giving at least 2 days' prior written notice to the Licensor.

4.2 The Licensor may terminate the Licence forthwith if:

4.2.1 Evaluation duration has reached 14 days or a period mutually agreed between the parties to this contract

4.2.2 the Licensee permanently discontinues the use of the Licensed Program Materials or

4.2.3 the licensor considers it is inappropriate to provide Evaluation capability to Licensee for whatever reason.

4.3 Save as expressly provided in clause 4.2 or elsewhere in this Agreement the Licence may not be terminated.

4.4 Forthwith upon the termination of the Licence, the Licensee shall return to the Licensor the Licensed Program Materials and all copies of the whole or any part thereof or, if requested by the Licensor, shall destroy the same (in the case of the Licensed Programs by erasing them from the magnetic media on which they are stored) and certify in writing to the Licensor that they have been destroyed. PROVIDED THAT the Licensee may extract and store any Licensee data upon a separate media for continuity purposes.

4.5 Any termination of the Licence or this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision in this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.

5 Interpretation

5.1 In this Agreement unless the context otherwise requires:
 
5.1.1 words importing any gender include every gender;

5.1.2 words importing the singular number include the plural number and vice versa;

5.1.3 words importing persons include firms, companies and corporations and vice versa;

5.1.4 references to numbered clauses and schedules are references to the relevant clause in or schedule to this Agreement;

5.1.5 reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;

5.1.6 the headings to the clauses, schedules and paragraphs of this Agreement will not affect the interpretation;

5.1.7 any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment;

5.1.8 any obligation on any party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;

5.1.9 any party who agrees to do something will be deemed to fulfil that obligation if that party procures that it is done.

6 Amendments
 
This Agreement may not be released, discharged, supplemented, interpreted, amended, varied or modified in any manner except by an instrument in writing by a duly authorised officer or representative of each of the parties.

7 Announcements

No party shall issue or make any public announcement or disclose any information regarding this Agreement unless prior written consent has been obtained from the other party.

8 Assignment
 
8.1 This Agreement is personal to the parties and, subject to clause 8.2 below, neither this Agreement nor any rights, licences or obligations under it, may be assigned by either party without the prior written approval of the other party.

8.2 Notwithstanding the foregoing, either party may assign this Agreement to any acquirer of all or of substantially all of such party's equity securities, assets or business relating to the subject matter of this Agreement or to any entity controlled by, that controls, or is under common control with a party to this Agreement. Any attempted assignment in violation of this clause will be void and without effect.

9 Entire agreement
 
This Agreement supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the parties relating to the subject matter of this Agreement. However the obligations of the parties under any pre-existing non-disclosure agreement shall remain in full force and effect in so far as there is no conflict between the same. The parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.

10 Force majeure

Notwithstanding anything else contained in this Agreement, neither party shall be liable for any delay in performing its obligations under this Agreement if such delay is caused by circumstances beyond its reasonable control (including without limitation any delay caused by any act or omission of the other party).

11 Notices
 
11.1 Any notice to be given under this Agreement shall be in writing and shall be sent by electronic mail to the address of the relevant party set out at the head of this Agreement or such other address as that party may from time to time notify to the other party in accordance with this clause 11.1.

11.2 In proving the giving of a notice it shall be sufficient to prove that the notice was left, that the applicable means of telecommunication was addressed and dispatched and dispatch of the transmission was confirmed and/or acknowledged as the case may be.

12 Schedules

The provisions of the Schedule shall form part of this Agreement as if set out here..

13 Severance
 
If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

14 Successors and assignees

14.1 This agreement shall be binding upon, and inure to the benefit of, the parties and their respective successors and permitted assignees, and references to a party in this Agreement shall include its successors and permitted assignees.

14.2 In this Agreement references to a party include references to a person:

14.2.1 who for the time being is entitled (by assignment, novation or otherwise) to that party's rights under this Agreement (or any interest in those rights); or

14.2.2 who, as administrator, liquidator or otherwise, is entitled to exercise those rights;
 and in particular those references include a person to whom those rights (or any interest in those rights) are transferred or pass as a result of a merger, division, reconstruction or other reorganisation involving that party. For this purpose, references to a party's rights under this Agreement include any similar rights to which another person becomes entitled as a result of a novation of this Agreement.

15 Waiver

No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of this Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this Agreement. No right, power or remedy in this Agreement conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party.

16 Counterparts

This Agreement may be executed in any number of counterparts or duplicates, each of which shall be an original, and such counterparts or duplicates shall together constitute one and the same agreement.

17 Time of the essence

Time shall be of the essence in this Agreement as regards any time, date or period mentioned in this agreement or subsequently substituted as a time, date or period by agreement in writing between the parties.

18 Subcontracting
 
With the prior written consent of the Licensor (such consent not to be unreasonably withheld or delayed) the Licensee may perform any or all of its obligations under this Agreement through agents or sub-contractors, provided that the Licensee shall remain liable for such performance and shall indemnify the Licensor against any loss or damage suffered by the Licensor arising from any act or omission of such agents or sub-contractors.

19 Language

This Agreement is made only in the English language. If there is any conflict in the meaning between the English language version of this Agreement and any version or translation of it in any other language, the English language version shall prevail.

20 Costs and expenses

Each party shall bear its own legal costs and other costs and expenses arising in connection with the drafting, negotiation, execution and registration (if applicable) of this Agreement.

21 Third parties

The parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

22 Proper law and jurisdiction

22.1 This Agreement and all matters arising from it and any dispute resolutions referred to below shall be governed by and construed in accordance with English law notwithstanding the conflict of law provisions and other mandatory legal provisions save that:

22.1.1 the Licensor shall have the right to sue to recover its fees in any jurisdiction in which the Licensee is operating or has assets; and

22.1.2 the Licensor shall have the right to sue for breach of its intellectual property rights and other proprietary information and trade secrets ('IPR') (whether in connection with this Agreement or otherwise) in any country where it believes that infringement or a breach of this Agreement relating to its IPR might be taking place.

22.2 Each party recognises that the other party's business relies upon the protection of its IPR and that in the event of a breach or threatened breach of IPR, the other party will be caused irreparable damage and such other party may therefore be entitled to injunctive or other equitable relief in order to prevent a breach or threatened breach of its IPR.

22.3 With respect to all other disputes which are not IPR related pursuant to clauses 22.1 and 22.2 above and its special rules the following procedures in clauses 22.3 to 22.5 shall apply. Where there is a dispute the aggrieved party shall notify the other party in writing of the nature of the dispute with as much detail as possible about the deficient performance of the other party. A representative from senior management of each of the parties ('representatives') shall meet in person or communicate by telephone within 5 business days of the date of the written notification in order to reach an agreement about the nature of the deficiency and the corrective action to be taken by the respective parties. The representatives shall produce a report about the nature of the dispute in detail to their respective boards and if no agreement is reached on corrective action, then the chief executives of each party shall meet in person or communicate by telephone, to facilitate an agreement within 5 business days of a written notice by one to the other. If the dispute cannot be resolved at board level within a further 5 business days, or if the agreed upon completion dates in any written plan of corrective action are exceeded, either party may seek its legal remedies as provided below.

22.4 If the parties cannot resolve a dispute in accordance with the procedure in clause 22.3 above, then they shall with the assistance of the Centre for Effective Dispute Resolution (CEDR), seek to resolve the dispute or difference amicably by using an Alternative Dispute Resolution (ADR) procedure acceptable to both parties before pursuing any other remedies available to them. If either party fails or refuses to agree to or participate in the ADR procedure or if in any event the dispute or difference is not resolved to the satisfaction of both parties within [90] days after it has arisen, the matter shall be settled in accordance with the procedure below.

22.5 If the parties cannot resolve the dispute by the procedure set out above, the parties shall irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for the purposes of hearing and determining any dispute arising out of this Agreement.

SCHEDULE
Materials licensed

SOFTWARE:
      
1.   Compliance Track Evaluation Standard version of Compliance Track hosted on Compliance Track website. Licensee is provided a user name and password to access. 

2.  Flash Demo of Compliance Track  Available on http://www.compliancetrack.com/  
      
DOCUMENTATION:

Content provided about the software in the website http://www.compliancetrack.com/ or www.compliancetrack.co.uk.

 

Together with updated versions of all or part of the Materials provided to the Licensee at the Licensor's discretion during the term of the Agreement.

DESCRIPTION OF THE EVALUATION: Licensee can evaluate Compliance Track by using the flash demo of the software or using the hosted trial version of the software along with the content available in the website of Compliance Track.

Privacy Policy: We value your privacy

Compliance Track is committed to ensuring that your privacy is protected. This privacy policy explains how we use the information we collect about you, how you can instruct us if you prefer to limit the use of that information and procedures that we have in place to safeguard your privacy. The context in which we collect your information is not in your capacity as an individual but as an employee of an organisation.

1. The information we collect and how we use it

a. When you register for our newsletter or other resources, we need to know your first name, last name and e-mail address. This is used to send you personalised e-mail newsletters and any other relevant information related to the purpose you registered with us. When you register for our free trial or demo, we need to know your first name, last name, e-mail address, postal address, telephone number, company name, job title, type of business you belong and how we came to know about us. We use this information to confirm your authenticity before giving out detailed product information, communicate any other information, which can help you understand our product, and to send you any other relevant information related to the purpose from time to time. Only our agents, any sub-contractors or we use your information.

b. We may also use aggregate information and statistics for the purposes of monitoring website usage in order to help us develop the website and our services and may provide such aggregate information to third parties. These statistics will not include information that can be used to identify any individual.

c. From time to time we may provide your information to our customer service agencies for research and analysis purposes so that we can monitor and improve the services we provide. We or our agents and sub-contractors may contact you by post, e-mail or telephone (or as required)] to ask you for your feedback and comments on our services.

d. We do not sell the data we collect from you to any unrelated third party. Related third parties are the relationships already mentioned in the above sections.

2. Our use of cookies and other information gathering technologies

a. The Compliance Track Web site uses "cookies" to help you personalize your online experience. A cookie is a text file that is placed on your hard disk by a Web page server. Cookies cannot be used to run programs or deliver viruses to your computer. Cookies are uniquely assigned to you, and can only be read by a web server in the domain that issued the cookie to you.

One of the primary purposes of cookies is to provide a convenience feature to save you time. The purpose of a cookie is to tell the Web server that you have returned to a specific page. For example, if you personalize Compliance Track pages, or register with Compliance Track site or services, a cookie helps Compliance Track to recall your specific information on subsequent visits. This simplifies the process of recording your personal information, such as billing addresses, shipping addresses, and so on. When you return to the same Compliance Track Web site, the information you previously provided can be retrieved, so you can easily use the Compliance Track features that you customized.

You have the ability to accept or decline cookies. Most Web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. If you choose to decline cookies, you may not be able to fully experience the interactive features of the Compliance Track services or Web sites you visit.

3. How we protect your information

a. The internet is not a secure medium. However, we have put in place various security procedures as set out in this policy.

b. Compliance Track secures your personal information from unauthorized access, use or disclosure. Compliance Track secures the personally identifiable information you provide on computer servers in a controlled, secure environment, protected from unauthorized access, use or disclosure. When personal information (such as a credit card number) is transmitted to other Web sites, it is protected through the use of encryption, such as the Secure Socket Layer (SSL) protocol.

c. We also keep your information confidential. The internal procedures of Compliance Track cover the storage, access and disclosure of your information.

4. Sale of business

a. If this business is sold or integrated with another business your details may be disclosed to our advisers and any prospective purchasers and their advisers and will be passed on to the new owners of the business.

5. Updating your details

a. If any of the information that you have provided to Compliance Track changes, for example if you change your e-mail address, name or payment details or if you wish to cancel your registration, please let us know the correct details by sending an e-mail to sales@compliancetrack.com or by sending a letter to Compliance Track, 100 Pall Mall, London,United Kingdom,SW1Y 5NQ .

6. Your consent

a. By submitting your information you consent to the use of that information as set out in this policy. If we change our privacy policy we will post the changes on this page, and may place notices on other pages of the website, so that you may be aware of the information we collect and how we use it at all times. We will also e-mail you should we make any changes so that you may consent to our use of your information in that way. Continued use of the service will signify that you agree to any such changes.

b. Owing to the global nature of the Internet infrastructure, the information you provide may be transferred in transit to countries outside the European Economic Area that do not have similar protections in place regarding your data and its use as set out in this policy. However, we have taken the steps outlined above to try to improve the security of your information. By submitting your information you consent to these transfers. 

7. How to contact Compliance Track

We welcome your views about our website and our privacy policy. If you would like to contact us with any queries or comments please send an e-mail to sales@compliancetrack.com

AGREEMENT BETWEEN USER AND Compliance Track

The Compliance Track Web Site is comprised of various Web pages operated by Compliance Track.

The Compliance Track Web Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Compliance Track Web Site constitutes your agreement to all such terms, conditions, and notices.

MODIFICATION OF THESE TERMS OF USE

Compliance Track reserves the right to change the terms, conditions, and notices under which the Compliance Track Web Site is offered, including but not limited to the charges associated with the use of the Compliance Track Web Site.

LINKS TO THIRD PARTY SITES

The Compliance Track Web Site may contain links to other Web Sites ("Linked Sites"). The Linked Sites are not under the control of Compliance Track and Compliance Track is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Compliance Track is not responsible for webcasting or any other form of transmission received from any Linked Site. Compliance Track is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Compliance Track of the site or any association with its operators.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Compliance Track Web Site, you warrant to Compliance Track that you will not use the Compliance Track Web Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Compliance Track Web Site in any manner which could damage, disable, overburden, or impair the Compliance Track Web Site or interfere with any other party's use and enjoyment of the Compliance Track Web Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Compliance Track Web Sites.

USE OF COMMUNICATION SERVICES

The Compliance Track Web Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.

Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.

Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.

Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.

Conduct or forward surveys, contests, pyramid schemes or chain letters.

Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.

Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

Restrict or inhibit any other user from using and enjoying the Communication Services.

Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.

Harvest or otherwise collect information about others, including e-mail addresses, without their consent.

Violate any applicable laws or regulations.
Compliance Track has no obligation to monitor the Communication Services. However, Compliance Track reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Compliance Track reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

Compliance Track reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Compliance Track's sole discretion.

Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. Compliance Track does not control or endorse the content, messages or information found in any Communication Service and, therefore, Compliance Track specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Compliance Track spokespersons, and their views do not necessarily reflect those of Compliance Track.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.

MATERIALS PROVIDED TO Compliance Track OR POSTED AT ANY Compliance Track WEB SITE

Compliance Track does not claim ownership of the materials you provide to Compliance Track (including feedback and suggestions) or post, upload, input or submit to any Compliance Track Web Site or its associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Compliance Track, its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.

No compensation will be paid with respect to the use of your Submission, as provided herein. Compliance Track is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Compliance Track's sole discretion.

By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE Compliance Track WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. Compliance Track AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE Compliance Track WEB SITE AT ANY TIME. ADVICE RECEIVED VIA THE Compliance Track WEB SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

Compliance Track AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE Compliance Track WEB SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. Compliance Track AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Compliance Track AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE Compliance Track WEB SITE, WITH THE DELAY OR INABILITY TO USE THE Compliance Track WEB SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE Compliance Track WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE Compliance Track WEB SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF Compliance Track OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE Compliance Track WEB SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE Compliance Track WEB SITE.

SERVICE CONTACT : support@compliancetrack.com

TERMINATION/ACCESS RESTRICTION

Compliance Track reserves the right, in its sole discretion, to terminate your access to the Compliance Track Web Site and the related services or any portion thereof at any time, without notice. GENERAL To the maximum extent permitted by law, this agreement is governed by the laws of England and Wales, United Kingdom. and you hereby consent to the exclusive jurisdiction and venue of courts in England and Wales, United Kingdom in all disputes arising out of or relating to the use of the Compliance Track Web Site. Use of the Compliance Track Web Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Compliance Track as a result of this agreement or use of the Compliance Track Web Site. Compliance Track's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Compliance Track's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Compliance Track Web Site or information provided to or gathered by Compliance Track with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Compliance Track with respect to the Compliance Track Web Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Compliance Track with respect to the Compliance Track Web Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent an d subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be drawn up in English.

COPYRIGHT AND TRADEMARK NOTICES:

All contents of the Compliance Track Web Site are: © 2009-2010 Compliance Track and/or its suppliers. All rights reserved.

TRADEMARKS

The names of actual companies and products mentioned herein may be the trademarks of their respective owners.

The example companies, organizations, products, people and events depicted herein are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.

Any rights not expressly granted herein are reserved.

NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

Pursuant to the laws of England and Wales, United Kingdom, notifications of claimed copyright infringement under England and Wales, United Kingdom copyright law should be sent to Service Provider's Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. See Notice and Procedure for Making Claims of Copyright Infringement.