Terms of Use of Office On Demand Services

IMPORTANT - READ CAREFULLY: YOUR USE OF OFFICE ON DEMAND AND ITS SERVICES IS CONDITIONED UPON YOUR ACCEPTANCE AND ADHERANCE TO THESE TERMS. BY CLICKING THE "I AGREE" BUTTON OR BY UTILIZING THE OFFICE ON DEMAND SERVICES YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, PLEASE CLICK THE "I DO NOT ACCEPT" BUTTON. IF YOU DO NOT ACCEPT, YOU WILL NOT BE REGISTERD TO USE OR ACCESS THE SERVICES.

INTRODUCTION

This is a legal agreement (also referred to as the "Terms of Use," "Terms" or "Agreement") between You and Office On Demand, Inc. ("Office On Demand"), doing business as Tantamount Software, for use of the services which You selected or initiated, which may include Office On Demand services and other related services available from affiliated providers (collectively, the "Services"). "You" or, alternatively, "Subscribing Organization" refers to either (a) the individual or entity that registered and provided Office On Demand his or her credit card or other payment mechanism for the Services, or (b) if the Services are being purchased on behalf of an entity by an individual authorized to purchase the Services on behalf of such entity, the "You" refers to such entity. If You do not agree with the terms of this Agreement, click the "CANCEL" button and do not make use of the Services. You should visit this page periodically, because Your continued use of the Services after we post changes to the Terms of Use means You accept all changes in their entirety.
DESCRIPTION

The Services include a suite of hosted applications including, but not limited to, email, contact lists, shared calendars, document and file management, and other similar business software applications. By registering, the individual or the organization identified as the Subscribing Organization will be assigned a unique URL (this unique URL, together with the general website at www.officeondemand.com, referred to collectively as the "Website"), and its designated representatives who have also registered will be "Members." The Services and all information contained or described in the Services or any Linked Sites (as defined below) may be accessed and used solely by the Subscribing Organization and its Members to which such URL is assigned. Office On Demand may at any time terminate the Services or any feature of the Services, or the Subscribing Organization's or its Members' access to the Services as provided in Termination and Access sections hereof. All changes to the Services will be subject to these Terms.
ADMINISTRATRATION

To establish an Office On Demand account, the Subscribing Organization must complete the registration process. The Subscribing Organization and its Members must provide accurate and complete information upon registration (the "Registration Information"), as well as accurate and complete billing contact information on the billing form ("Billing Information"), and promptly update the Registration Information and Billing Information so that they are always accurate and complete. The person who completes the registration is the initial "Site Administrator" for the Subscribing Organization, and exercises certain administrative options for the account. Each Site Administrator may designate other Members as additional and/or successor Site Administrators, and is responsible for confirming that such person(s) accept such responsibility. Upon becoming a Site Administrator, each person will be deemed to agree to the obligations of a Site Administrator hereunder. In addition, any person designated as the Billing Contact (as defined below) in the site billing record will be deemed to assume the rights and obligations of a Site Administrator. All notices from Office On Demand to the Subscribing Organization will be given to the current Site Administrator(s) at the e-mail address(es) created during the registration process, and/or to the Billing Contact e-mail address, as appropriate.
REGISTRATION

Upon registration, the Subscribing Organization will select an Organization Name which will be tied to its account name, user ID and email address (as applicable), and Members will each be assigned unique security and access information. Office On Demand will use reasonable efforts to assign to the Subscribing Organization the Organization Name that it selects. However, the Subscribing Organization and its Members may not select or use an Organization Name, and Office On Demand reserves the right to reject or terminate use of an Organization Name and/or the account if it has been previously assigned to another Subscribing Organization or if Office On Demand, in its sole discretion, determines:
1. the Organization Name is offensive or its use violates applicable law,
2. that multiple accounts have been registered by a Subscribing Organization or its Members to avoid purchasing incremental storage space or bandwidth,
3. the Subscribing Organization or its Members has selected or is using an Organization Name of another party with the intent to impersonate that party,
4. the Organization Name contains, may interfere or be confused with, violate, exploit, or capitalize on, the name, goodwill, trade name, trademark, registered trademark, service mark, or proprietary or other rights of any party,
5. the Subscribing Organization, its Members or Site Administrators, or others acting on their behalf have created multiple "free accounts" for the purpose of avoiding subscription fees.
The Subscribing Organization and its Members are entirely responsible for maintaining the confidentiality of the unique security and access information, the passwords, information stored on their system, and all information that they transmit through the Services. The sharing of user login names and/or passwords by more than one individual Member constitutes a violation of these Terms of Use. The Subscribing Organization will notify Office On Demand immediately of any known or suspected unauthorized use or activities, disclosure of any information, or any other breach of security. Office On Demand will not be liable for any failure by the Subscribing Organization or its Members to comply with this section or any other provision of this Agreement. In the event that a dispute arises over the rightful control of any Organization Name, Office On Demand will have no obligation to any party to continue to grant access to the Services except under an order from a court of competent jurisdiction.
REPRESENTATIONS

By registering and accepting these Terms, the initial Site Administrator on behalf of the Subscribing Organization and all its Members, and each Member on its individual behalf, hereby represents and warrants to Office On Demand that:
1. s/he is the duly authorized Site Administrator or Member of the Subscribing Organization and has the authority and legal capacity to register and accept these Terms on behalf of the Subscribing Organization and to bind the Subscribing Organization thereto, and/or to register and accept the same on his/her own behalf and to be bound thereby;
2. all Members are at least 18 years of age, or are at least thirteen (13) years of age and have parental permission to use and access the Services;
3. the Subscribing Organization and its Members are eligible to establish the Services and to become subscribers of the Services;
4. the execution, delivery and performance of this Agreement does not and shall not contravene or constitute a default under, and is not and shall not be inconsistent with, any judgment decree or order, or any contract, agreement, or other undertaking, applicable to such party;
5. the Subscribing Organization and its Members accept and agree to be bound by these Terms, and the Subscribing Organization will take all steps necessary to ensure that its Members so accept and are bound by the same, without limitation or qualification;
6. the Subscribing Organization and Members will regularly review these Terms, and in the event of any change, the Subscribing Organization's or Member's failure to promptly discontinue use of the Services will be deemed to indicate the agreement of the Subscribing Organization, on its own behalf and on behalf of its Members, and of its Members to accept and be bound by such changes; and
7. use of the Services by Subscribing Organizations and its Members will not be for the purpose of competitive information gathering or other nefarious objective.
ACCESS

To use the Services, the Subscribing Organization and its Members must obtain and pay any fees for access to the World Wide Web and provide all equipment necessary to make such connection, including a computer and modem or other access device. The Subscribing Organization and its Members may access the Services only by means of interface(s) approved by Office On Demand. Although the Services are generally accessible worldwide, access may not be available to all persons or in all locations. Office On Demand reserves the right to limit access to Services by any Subscribing Organization, Member, or person, or from any location.
THIRD PARTY PROVIDERS AND LINKED SITES

The Services contain links to other World Wide Web sites of Office On Demand's partners, affiliates, and providers of content or services to Office On Demand in delivering the Services or to its Subscribing Organizations as part of the Services (collectively, "Third Party Providers") and to other resources and sites (all such sites collectively, "Linked Sites"). Such links are provided for the convenience of the Subscribing Organization and its Members only, and are not reviewed, monitored or controlled by Office On Demand. Office On Demand does not endorse, is not responsible for and makes no representation or warranty concerning the reliability or availability of these Linked Sites or Third Party Providers or the accuracy, reliability, completeness or authenticity of their contents, advertising materials or products, and is not responsible for web casting or any transmission received from any Linked Site or the Third Party Providers. Use of Linked Sites is subject to the privacy policies, terms of use and other conditions applicable to such sites. All linking to and accessing Linked Sites and the services of the Third Party Providers are at the sole risk of the Subscribing Organization and its Members. Any concerns regarding any Linked Site or its content, products or services should be directed to the administrator or webmaster of such Linked Site.
FEES

All fees are payable in US dollars unless invoiced or charged by Office On Demand in another currency, in which case the fees must be paid in the currency invoiced. All transmission fees, currency exchange fees, wire and bank fees chargeable by or deducted from remittances by any bank, including the transmitting, intermediary or recipient bank are the responsibility of the remitting party (Subscribing Organization). Merchant fees charged by credit card companies and other payment methods assessed to Office On Demand, will be the responsibility of Office On Demand. The different types of accounts, the Services provided in each, as well as the support levels of the different types of accounts are provided on the Office On Demand price list ("Price List").

During completion of the Subscribing Organization's registration, one person is designated as the responsible contact for purposes of billing and payment of fees for the Services (the "Billing Contact"). The Billing Contact is not personally liable for the fees, nor are individual Members. The obligation to pay fees rests with the Subscribing Organization. The Billing Contact may, however, elect to furnish personal credit card information for the purpose of paying the fees in which case the furnishing of such information is considered his/her authorization for Office On Demand to use the card information for any payments related to the Services. The Services are provided on a subscription basis. Subscribing Organizations and their Members employing the free Services registration option will be presented with banner advertising, sponsorship advertising, and similar promotions as they interact with the Services. Third party opt-in email services, HTML email that may have sponsors or ads within it, and free subscription offers are not considered advertising or sponsorship advertising for purposes of subscription charges.

Subscribing Organizations and their Members agree that should subscription charges not be paid in a timely manner, Office On Demand may, at its discretion, discontinue Service until such time as the payments are brought current. Subscribing Organizations and their Members further agree that should payment for the Services be made to a third party in connection with its offering of Office On Demand Services, and said third party fails to make payments to Office On Demand, Office On Demand may, at its discretion, discontinue Service until such time as the payments are brought current.

The subscription fees are charged in accordance with Office On Demand's published prices at the time of initial subscription to the Services. Billing will begin on the day Services are requested and become available to the Subscribing Organization regardless of whether usage from the Subscribing Organization and its Members commences on that day. It is the responsibility of the Site Administrator(s) to monitor and update Service membership or subscription. Subscription fees are billable to the Billing Contact, whose record may be accessed and updated only by a Site Administrator. It is the Subscribing Organization's responsibility to ensure that the Billing Contact information is complete and accurate at all times.

Office On Demand reserves the right to increase the fees it charges for Services, provided that Office On Demand will provide no less than thirty (30) days advance notice to existing Subscribing Organizations of its intention to do so.
TERMINATION by OFFICE ON DEMAND

Office On Demand, at its discretion, may terminate, cancel, suspend, limit, discontinue, and/or deactivate all or any part of the Services, information, and/or the Subscribing Organization's and/or its Members' access to and use of any Services at any time, including without limitation if
1. Office On Demand believes that the Subscribing Organization or a Member has (i) violated or is threatening to violate these Terms, other policy of Office On Demand and its Third Party Providers or any applicable law, (ii) has misused or is threatening to misuse the Services, or (iii) has conducted or is threatening to conduct any fraudulent, abusive, or illegal activity in connection with the use of the Services,
2. Office On Demand believes that the Subscribing Organization or any of its Members has accessed or is to attempting to access any part of the Services, Content (as defined below), Website or personal information of any other Subscribing Organization or Member,
3. the Subscribing Organization assigns its rights to its Organization Name or its account to a third party without consent of the Office On Demand,
4. Office On Demand discontinues the Services or any part thereof for any reason, or
5. the Subscribing Organization or a Member makes excessive use of bandwidth, or transmits excessive numbers of e-mails, notices or other transmissions inconsistent with the number of Members registered for the Service.
A termination may be made with or without notice and will be effective immediately. In the event of any termination, the Subscribing Organization and its Members shall immediately cease using the Services, and Office On Demand may remove and/or permanently delete from its servers all of the Subscribing Organization's and its Members' information, and all backup copies thereof, without further notice and without any liability of Office On Demand to the Subscribing Organization, its Members or any third party. Notwithstanding anything in these Terms to the contrary, if Office On Demand reasonably believes that the Subscribing Organization or any of its Members has violated or is threatening to violate applicable law or the provisions of this Agreement or has conducted or is threatening to conduct any fraudulent, abusive, or illegal activity, Office On Demand may, without any notice, refer the Subscribing Organization and/or its Members to appropriate law enforcement agencies. If a Subscribing Organization or its Members are the subject of a termination described in this Section 9 (other than for reason in 9(d)), they may not be able to re-register for the Services.
CANCELLATIONS AND REFUNDS

Only a Site Administrator or the designated Billing Contact may cancel a subscription of the Services by its Subscribing Organization. Cancellation may be made at any time by sending an e-mail to billing@officeondemand.com informing Office On Demand of such intention. The email must be sent from either a Site Administrator or a Billing Contact e-mail account as registered to the Subscribing Organization. Any cancellation will take effect, for billing purposes, as of the last day of the calendar month in which the cancellation request is received by Office On Demand, provided that the request is received by 5 PM PST at least three (3) days prior to the end of billing cycle. Cancellation of an annual subscription will take effect on the last day of the annual subscription period provided that it is received by 5 PM PST at least three (3) days prior to the end of the annual commitment. Upon receipt of a valid cancellation request, Office On Demand may deactivate the Services at any time. Unless and until a cancellation request is received by Office On Demand, You agree that Office On Demand may automatically renew the organization's subscription and invoice or charge the credit card on file for the full amount of each succeeding month's subscription, or in the case of an annual subscription, for each succeeding year.

Under no circumstances shall the Subscribing Organization be eligible to receive reimbursement, in whole or in part, of any payment to Office On Demand unless the specific Services were unable to be used as a result of uptime of the individual Service below 99% for a certain thirty (30) day payment period. In this limited event, You shall be eligible to receive a pro rata (1/30th of the payment due on the payment date immediately subsequent to the date during which the Services were unable to be used) reimbursement for each individual day during the thirty (30) day payment period for which the uptime of the Services was below 99% for the cost of that individual Service. To qualify for a pro rata reimbursement of payment under this Section, You must notify Office On Demand in writing within seventy-two (72) hours of such inability to use Services. Office On Demand, in its sole discretion, shall determine whether uptime of the Services was below 99% during the subscribed period.
STORAGE AND FILE DOWNLOAD/BANDWIDTH LIMITATIONS

Storage space and bandwidth allowance for the Subscribing Organization is currently provided in accordance with the Price List in effect from time to time. Subscribing Organization acknowledges that it may not always be possible to store some data or information through the Services due to space constraints or bandwidth limitations. The Subscribing Organization agrees that Office On Demand is not responsible or liable for any insufficient storage capacity or the deletion or failure to store data or information. Office On Demand reserves the right to limit the file download and/or bandwidth capacity of any or all sites, in its sole discretion, if it deems such limitation to be in the best interests of the operating performance across all Subscribing Organizations. In addition, Office On Demand reserves the right on a daily basis to limit the number of e-mails transmitted from its servers for any individual Subscribing Organization or a group of related Subscribing Organizations, in its sole discretion.
CONFIDENTIALITY

"Confidential Information" means all information disclosed by Office On Demand to the Subscribing Organization that is confidential, including, without limitation, trade secrets, customer lists, technical data, product ideas, personnel, contract and financial information. Confidential Information does not include information or material that (a) is now, or hereafter becomes generally known or available; (b) is or was known by the Subscribing Organization at or before the time such information or material was received from Office On Demand; (c) is furnished to the Subscribing Organization by a third party that is not under an obligation of confidentiality to Office On Demand with respect to such information or material; or (d) is independently developed by the Subscribing Organization or its Members without any breach of this Agreement. The Subscribing Organization shall treat and hold the Services in strict confidence and shall restrict access to the Services to its Members only. The Subscribing Organization and its Members shall hold Confidential Information in strict confidence and shall not disclose, copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of such information, or give or disclose such information to third parties, or use such information for any purposes whatsoever other than as necessary in order to fulfill its obligations or exercise its rights under this Agreement.
PRIVACY

Office On Demand respects the privacy of its Subscribing Organizations and Members. Please read our Privacy Policy at http://www.officeondemand.com/privacy, which forms part of these Terms.
RESPONSIBILITIES of subscribing organization

All information stored, publicly posted or privately transmitted through the Services by the Subscribing Organization or its Members, the confidentiality and privacy of all of the same and all uses of the Services by the Subscribing Organization and its Members are their sole responsibility. Without limitation, the Subscribing Organization and its Site Administrator(s) are responsible for monitoring the contents, use of and access to the Services and all such information, and use of and access thereto by Members who are minors. Without limitation, the Subscribing Organization agrees that it and its Members will use the Services only in accordance with these Terms, and will not use them to:
1. upload, store, post, link to, email or otherwise transmit, distribute, publish or disseminate any Content or other information (i) that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, objectionable or libelous, or promotes such activity; (ii) that (or the transmission, distribution, publication or dissemination of which) infringes any patent, trademark, trade secret, copyright, or other rights or proprietary rights of any party or violates any contractual or fiduciary relationships (such as inside, proprietary or confidential information); (iii) that is harmful to minors; or (iv) that contains software viruses, trojan horses, worms, time bombs, cancelbots or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or circumvent any "copy-protect" devices, any other harmful or disruptive program, or any warez, cracks, hacks, associated utilities or other piracy related information;
2. provide inaccurate, incomplete, outdated or misleading Registration Information or e-mail addresses, create a false identity or manipulate identifiers to mislead or to disguise the origin of any information stored or transmitted through the Services, or impersonate or otherwise misrepresent any affiliation with any person or entity;
3. modify, use, download, publish, upload, post, transmit, transfer, sell, reproduce, create new or derivative works from, license, distribute, perform, display, broadcast, exploit or otherwise copy any portion of the Services or any Content, or any products or other services (including software) obtained therefrom, or permit access to the same by any unauthorized person or entity;
4. interfere with or disrupt any links or click-through URLs provided through the Services, or servers or networks connected to the Services, or violate the regulations, policies or procedures of such servers or networks, or interfere with another Subscribing Organization's or Member's use and enjoyment of the Services;
5. attempt to gain unauthorized access to the Services, Content, Registration Information, or personal information, or other computer systems, servers or networks connected to the Services; or
6. violate (intentionally or unintentionally ) any applicable local, state, national or international laws or regulations, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any securities exchange of any jurisdiction, laws regarding the transmission through the Services of technical data or software exported from the United States and/or the country(ies) in which the Subscribing Organizations and/or its Members reside, and laws and regulations regarding online conduct and acceptable content of the Subscribing Organization's and its Members' transmissions.
If Office On Demand discovers a violation of these Terms of Use, the Subscribing Organization may be terminated in accordance with the Termination section herein. Office On Demand does not monitor information transmitted through the Services or use thereof except to the limited extent permitted in these Terms or the Privacy Policy at http://www.officeondemand.com/privacy, but Office On Demand has the right (but not the obligation) to delete, move or edit and to require the Subscribing Organization to delete, move or edit any information that violates the same. Office On Demand reserves the right to examine the information or Services used by a Subscribing Organization or its Members for the sole purpose of determining if a violation of these Terms of Use has occurred. The Subscribing Organization must evaluate and bear all risks associated with use of any information or products obtained from the Services, including any reliance on the accuracy, completeness or usefulness thereof.
ANTI-SPAM

Office On Demand does not condone or allow spam. The Subscribing Organization and its Members may not use the Services, Content, Office On Demand name or servers to email or otherwise transmit, distribute, publish or disseminate any unsolicited advertising, survey, promotional materials, "junk email," "spam," "chain letters," or any other form of solicitation or duplicative or unsolicited messages. Office On Demand will cooperate with legal authorities in releasing information about Subscribing Organizations and Members who violate this anti-spam policy.
BACKUP

Office On Demand regularly backs up Subscribing Organization information and stores the same for a limited time. Office On Demand will have no liability for any failure to back up or restore such information, or for interruptions, delay or suspension of access to or unavailability of Services or any loss of such information, data or transmissions.
WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY

Warranty Disclaimer. YOU UNDERSTAND AND AGREE THAT THE SERVICES, AND ANY ASSOCIATED SOFTWARE, ARE PROVIDED "AS IS" AND "AS AVAILABLE". OFFICE ON DEMAND EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. OFFICE ON DEMAND MAKES NO WARRANTY OR REPRESENTATION REGARDING THE SERVICES, ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH THE SERVICES, OR THAT THE SERVICES WILL MEET ANY SUBSCRIBING ORGANIZATION OR MEMBER REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES ARE AT THE SUBSCRIBING ORGANIZATION'S AND/OR MEMBER'S SOLE RISK. THE SUBSCRIBING ORGANIZATION AND ITS MEMBERS WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THE SUBSCRIBING ORGANIZATION, THE MEMBER, AND ANY LINKED SITES RESULTING FROM THE USE OF SUCH SERVICES OR WEBSITE. Because some states and jurisdictions do not allow limitations on implied warranties, the above limitation may not apply to either the Subscribing Organization or the Member. In that event, such warranties are limited to the minimum warranty scope and period allowed by applicable law.

Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OFFICE ON DEMAND, INC., ITS PARENTS, SUBSIDIARIES, OFFICERS, EMPLOYEES, SPONSORS, PARTNERS, SUPPLIERS OR AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, PROCUREMENT OF SUBSTITUTE GOODS AND/OR SERVICES, OR ANY OTHER PECUNIARY LOSS) INCLUDING BUT NOT LIMITED TO CLAIMS ARISING OUT OF, OR RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICES, OR ASSOCIATED SOFTWARE, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF OFFICE ON DEMAND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, OFFICE ON DEMAND'S MAXIMUM CUMULATIVE LIABILITY AND THE SUBSCRIBING ORGANIZATION'S AND ITS MEMBERS' EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY THE SUBSCRIBING ORGANIZATION FOR THE SUBSCRIPTION SERVICES (EXCLUDING ANY PER USE OR PROFESSIONAL SERVICE FEES) IN THE PREVIOUS 12 MONTHS EVEN IF ANY REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. Because some states and jurisdictions do not allow limitation of liability in certain instances, portions of the above limitation may not apply to either the Subscribing Organization or its Members.
INDEMNITY

The Subscribing Organization and its Members agree, to the extent allowed under federal law, to indemnify and hold Office On Demand, Inc., or its parents, subsidiaries, affiliates, officers, employees, sponsors, licensors, suppliers and partners harmless from any claim, loss, cost, expense, demand, or damage, including reasonable attorneys' fees, arising directly or indirectly out of (a) the Subscribing Organization's or its Members' use of or connection to the Services, the Website, or the Content, (b) information transmitted or stored by the Subscribing Organization or its Members through the Services, (c) activities in connection therewith, or (d) the Subscribing Organization's or its Members' breach of this Agreement or violation of the rights of any other party.
PROPRIETARY RIGHTS

The Services, the Website, and all Content, including but not limited to all materials distributed or presented to the Subscribing Organization or its Members through the Services by Office On Demand or its Third Party Providers or on the Linked Sites, and all rights and intellectual property rights therein, are the sole property of Office On Demand, or its Third Party Providers, and are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Any comments, suggestions or ideas or other information submitted to Office On Demand through the Website, in writing, by e-mail or otherwise to Office On Demand will be the property of Office On Demand and Office On Demand will have all rights therein without any obligation to compensate the Subscribing Organization or its Members. Any rights not expressly granted to Subscribing Organization herein are reserved by Office On Demand.

All materials published by Office On Demand and its Third Party Providers, including but not limited to text, graphics, names, logos, service marks and trademarks, and information contained on the Website and any Linked Sites (collectively, the "Content") are the property of or controlled by Office On Demand or the Third Party Providers.

The Subscribing Organization and its Members will respect all proprietary rights of Office On Demand and its Third Party Providers in and to the Content, Services, the Website, any products or other services obtained therefrom.
MISCELLANEOUS

Assignment. The Subscribing Organization may not assign or delegate their respective obligations under this Agreement either in whole or in part, without the prior written consent of Office On Demand. Notwithstanding the foregoing, the Subscribing Organization may assign upon notice to Office On Demand its rights and obligations under this Agreement as the result of a merger, consolidation, acquisition or the sale of all or substantially all of the assets of the Subscribing Organization, provided that Office On Demand may terminate this Agreement upon 10 days notice, if the assignee can be reasonably considered a competitor of Office On Demand.

Governing Law. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of California as applied to agreements entered into and to be performed entirely within California between California residents. The parties hereby submit to the jurisdiction of, and waive any venue objections against state and federal courts in San Diego County, California in any litigation arising out of the Agreement. This Agreement shall not be governed by the U.N. Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Interpretation and Conflicting Terms. This Agreement will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either party. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Office On Demand shall not be bound by terms additional to or different from those in this Agreement that appear in Your acknowledgements, purchase orders, quotations, prior understandings, or in any other communications between the parties, unless such terms are expressly agreed to by amendment to this Agreement, and are executed by both You and Office On Demand.

Force Majeure. Except for Your obligation to pay for the Services rendered, neither party will be responsible for failure of performance due to causes beyond its control. Such causes include (without limitation) accidents, acts of God, labor disputes, actions of any government agency, shortage of materials, acts of terrorism, or the stability or availability of the Internet or a portion thereof.

Waivers. Office On Demand will not, by mere lapse of time, be deemed to have waived any breach or strict performance of any provision of these Terms of Use by You or preclude any other or further exercise of any right or remedy set forth herein. Further, the waiver by Office On Demand of a particular breach of these Terms of Use will not be construed or constitute a continuing waiver of such breach or a waiver of the breach of the same or other provision of these Terms of Use.

Use of the Services. You may use the Services only for activities in which You are an active participant, and as permitted under the terms and conditions of this Agreement or other written agreements between You and Office On Demand. You may not resell, distribute, use on a timeshare or service bureau basis, or otherwise directly generate income from the Services. You will not modify, make derivative works of, disassemble, decompile or reverse engineer the Services or any component thereof.

U.S. Export Law. You acknowledge that the Services are subject to U.S. export control laws and regulations. You represent that You are not a citizen of an embargoed country or prohibited end user under applicable U.S. export and anti-terrorism laws, regulations and lists. You will not use, export or allow a third party to use or export the Services in any manner that would violate applicable law, including but not limited to applicable export control laws and regulations.

Electronic Communication. You agree that Office On Demand may communicate with You electronically. Such electronic communications may consist of e-mail or other notices on the Website. You agree that all agreements, notices, disclosures, and other communications Office On Demand sends to You electronically will satisfy any requirement that such communication be in writing.

Notice of Non-Compliance. In the event that You, in good faith, believe that Office On Demand is not complying with these Terms of Use, and before any claim or cause of action arises for noncompliance, You are required to notify Office On Demand in writing giving sufficient particulars to enable Office On Demand to inquire into the matter and evaluate the alleged noncompliance. Such Notice shall also request such corrective action as deemed appropriate. So long as Office On Demand takes appropriate measures to correct any noncompliance within a reasonable time following receipt of the Notice from You, Office On Demand will have no liability for said noncompliance.

Equitable Relief. A breach by You of any of the provisions in these Terms of Use may result in irreparable and continuing harm to Office On Demand for which there may be no adequate remedy at law. You agree that the Office On Demand shall be entitled to seek injunctive relief and/or specific performance regarding these Terms of Use and any other relief as may be appropriate (including monetary damages if applicable).

Severability. If any provision of these Terms of Use is held by a court, judicial, or administrative body of competent jurisdiction to be invalid or unenforceable, such provision will be deemed amended to conform to applicable laws or regulations, and if it cannot be so amended without materially altering the intention of the parties, such provision will be held as if it had never existed, and the remainder of these Terms of Use, including all of the remaining provisions, will remain in full force and effect and will not be impaired, affected, or invalidated in any manner as if such invalid or unenforceable provision had never been included.

Taxes. You shall be responsible for the payment of any and all sales, use, value added, or other taxes levied by any government against You in respect of these Terms of Use.

Headings and Construction. The section and paragraph headings used within these Terms of Use are for convenience only and shall not be considered as substantive parts of these Terms of Use or used to interpret these Terms of Use. No rule resolving ambiguities against Office On Demand, as the drafter of these Terms of Use, shall be applied.

Relationship of the Parties. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture, partnership, agency, employment, or fiduciary relationship between the parties. Neither party, nor either party's agents, have any authority of any kind to bind the other party in any respect whatsoever, and the relationship of the parties is, and at all times shall continue to be, that of independent contractors.

U.S. Government Rights. If You are entering into this Agreement on behalf of, any agency or instrumentality of the United States Government, the Services are "commercial computer software" and "commercial computer software documentation", and pursuant to FAR 12.212 or DFARS 227.7202, and their successors, as applicable, use, reproduction and disclosure of the Services are governed by the terms of this Agreement.
NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

The Digital Millennium Copyright Act (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If You believe in good faith that the materials hosted by Office On Demand infringe Your copyright, You may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Website are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Office On Demand to locate the material on the Website; (d) the name, address, telephone number and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed by Office On Demand against You, the DMCA permits You to send a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Website should be sent to Office On Demand, Inc., P.O. Box 60220, San Diego, California 62166 (USA); (888) 719-6757; email:james@officeondemand.com.
COPYRIGHT AND TRADEMARK INFORMATION

All trademarks, service marks and logos used in the Website and or in connection with the Services are the property of their respective owners. All contents of the Website and the Services are the property of Office On Demand, Inc. and/or its suppliers. Copyright � 2007 Office On Demand, Inc. All Rights Reserved.