TERMS OF SERVICE

These Terms of Service ("Agreement") govern use of the service provided at www.impresst.com (or any subdomain of such domain). In this Agreement “Service Provider” means Impresst Business Services, Inc., a Maryland corporation with offices located at 4408 Sandy Spring Road Burtonsville, Maryland 20866 and “User” means you, individually, the person logging in to use the System (defined below), and, if You are making use of the System for the benefit of another person or entity, that other person or entity – for example, your employer or your client if you are a consultant and authorized to make use of the System for your client. 1. The System. 1.1 Provision of System. Subject to payment of all fees and other amounts set forth in one or more separate electronic order forms (the “Services Order”), Service Provider will provide User online access to the software service more particularly described below (the “System”) it provides with functionality described in, and under the other terms and conditions of, a which may be provided in paper copy or electronically. 1.2 Use of System. The System is a remote database driven computer/server/data center/web server for the purpose of managing workforce and client services. 2. User Obligations and Acknowledgements. Unless otherwise provided in a Services Order, User shall be solely responsible for maintaining the software and hardware located at User's site, and the communication connection for the User's system to the internet. User is also responsible for maintaining the strict confidentiality of all user names and passwords and to keep all user names and passwords secure. 3. Access and use rights. User may use the System only in accordance with and subject to this Agreement (and the Services Order) and only during the period of time that User has been authorized to use the System pursuant to the Services Order. 4. Limitations on Uses of Data generated from the System. The System is comprised of the software that operates the system (the "Software") and the data and content residing in the System that may include text, images, video and other content (the "Content"). All data and content in the System is exclusively owned by Service Provider, and is licensed to User. The scope of that license includes only the following rights – all other rights are expressly reserved to Service Provider, and User is expressly not permitted to use the Content in any manner not expressly permitted below: 4.1 User may view the Content on a standard display device (not to exceed 30" diagonal) using a standard browser. User may not use any screen capture, screen scrape, camera, videocamera or other tool to take a snapshot or video of the screen generated on standard display devices, except in connection with support provided by Service Provider, or for User’s own internal documentation. 4.2 User may project the Content on a screen (not larger than 10' diagonal) using a standard projection device, or display the Content on a standard display device in excess of 30" (e.g. a TV), in each case, only so long as: (i) the persons viewing the Content are also employees of the firm in which User is an employee; or (ii) there are not more than 10 people viewing the Content at any one time. The projected image may not be captured, photographed or videoed in any way, except solely for the internal training purposes of User’s firm. 4.3 User may download the Content in the form of reports (the "Downloaded Content"), but solely using the tools and functions in the user interface (i.e. no direct access to any Content – access must come solely through the Service Provider provided user interface). There is no right to download or use any Software, except as it may be downloaded or used within the normal operation of the browser. 4.4 User may modify, append or redact the Content to the extent included in the Downloaded Content, only so long as the modified/appended/redacted Downloaded Content is used solely and exclusively for the personal purposes of User, or internal business purposes of User's employer/client, if User is accessing the System for an entity. For the avoidance of doubt, the following acts are not permitted either for personal or internal business use: (a) reselling or redistributing in any manner the Content or Downloaded Content; (b) except as permitted in Section 4.5, using the Content or Downloaded Content to provide information or services to a third party, client, customer or similar person; (c) publishing the Content or Downloaded Content for public view in any manner, whether electronically or in paper/hard copy/print format. 4.5 If User is a consultant/contractor, has signed up on the System as such, and is accessing the Content or Downloaded Content for the purpose of providing service to such User's customer or client, User may engage in any of the acts permitted in Sections 4.1 through 4.4 but solely and exclusively for the benefit of the User's specific client or customer identified in the Services Order, and may provided Downloaded Content to User's client or customer, so long as such Downloaded Content retains all proprietary markings and notices. For the avoidance of doubt, unless the Services Order permits unlimited customer/client use, User will be required to identify a specific client or customer, and may only use the Content or Downloaded Content under that Services Order solely for that identified client or customer. 5. Non exhaustive prohibited uses. For the avoidance of doubt, but without intending to or actually limiting the reservation of rights in the previous section, User may not (and User covenants not to): (a) share or permit others to use the User's access credentials to the System; (b) provide remote access, co-screen access, or other dual or multiparty access to User's screen when accessing or using the System; (c) use the Content or Downloaded Content to provide a service bureau or other similar service; (d) use services such as GoToMeeting, Webex, LogMeIn, GoToWebinar or other similar services to provide multiparty access to, or to provide seminars or training with, the System, Content or Downloaded Content (except solely in connection with communications with Service Provider, or between Users in the same firm who have licenses to use the System); (e) print the Content or Downloaded Content (other than for personal or internal business use as permitted in Sections 4.4 and 4.5); (f) merge the Content or Downloaded Content with any other data or content of User, except to the extent of using the data contained in the System from standard export tools provided in the System; or (g) engage in any of the acts proscribed in the Acceptable Use Policy [LINK] which is incorporated herein by reference. 6. Ownership Acknowledgment. All rights and property interests, including but not limited to patents, copyrights, trade secrets, trademarks and other proprietary rights recognized under applicable law in or relating to the System (and all Software and Content) and all modifications, adaptation, derivative works and enhancements thereto, are owned exclusively by Service Provider and/or its licensors, and all such rights not expressly granted herein are reserved to Service Provider. Notwithstanding the above, Service Provider shall not acquire through this Agreement any ownership interest in User's personal information (defined herein to be User's email address, regular address, phone and fax number, and any payment information relating to User). 7. Trademarks. No party will use in any manner the trademarks or service marks (“Marks”) of the other party without the express written permission of such other party, which consent may be withheld in the sole and absolute discretion of such other party. Notwithstanding the above, either party may publicly display, copy or reproduce the Marks of the other party solely in accordance with the purpose and intent of this Agreement or to meet its obligations hereunder or under the Services Order and Service Provider may identify User as a user of the System; provided however that neither party shall alter, modify or revise any Mark of the other party without its written permission. 8. Termination. Term and Termination are as provided in the Services Order; provided that this Agreement shall automatically terminate without notice or a right to cure upon: (a) a breach of these Terms of Service, the Privacy Policy, or the Acceptable Use Policy which is incorporated herein by reference; (b) violation of law by Client, as determined by Service Provider; (c) any act of Client that causes or may cause Service Provider to breach any contractual obligations it owes to any third party, as determined by Service Provider; or (d) any party's assignment for the benefit of creditors or any commencement by or against a party of any proceeding in bankruptcy, insolvency, or reorganization pursuant to bankruptcy laws or laws of debtor's moratorium. 9. Effect of Termination/Expiration and Post-Termination/Expiration Obligations. Effect of Termination/Expiration and Post-Termination/Expiration Obligations. All rights to use the System, Content, Software and Downloaded Content shall immediately terminate upon termination or expiration of this Agreement; Upon any termination or expiration of this Agreement User shall immediately return to Service Provider or at Service Provider's written election, destroy copies of, all Content and Downloaded Content and all of Service Provider's Confidential Information ("Confidential Information" means non public information of Service Provider; by example and not limitation, Confidential Information of Service Provider includes the System, all Software provided in connection with the System, any and all results of tests of the System, and all communications between the parties concerning or relating to the System, all user names and passwords for accessing the System, the documentation, and all amendments, enhancements and derivative works to the System). User shall provide to Service Provider a signed written statement under oath certifying that he or she has returned or destroyed all of the Confidential Information of Service Provider and that such User does not retain in its possession any copies of the Service Provider's Confidential Information in hardcopy or electronic format. The confidentiality and security obligations of this Agreement shall survive termination and continue in perpetuity as to all such retained Confidential Information. The provisions of Sections 2 and 4 through and including 17 shall continue and survive in full force and effect to the extent so provided therein. 10. Non-Disclosure and Confidentiality. 10.1 Disclosure and Confidentiality. User (in this section "Recipient") may have access to trade secrets and Confidential Information of Service Provider (in this Section "Discloser"). Recipient agrees to hold the Confidential Information disclosed by Discloser in confidence and not to, directly or indirectly, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed or otherwise transfer such Confidential Information to any third party or utilize such Confidential Information for any purpose whatsoever other than as expressly contemplated by this Agreement. The obligations herein shall continue for so long as such information is not held by a court of competent jurisdiction (in a final and unappealable order) to either: (a) fall within the provisions of Section 10.2 or (b) no longer constitute a trade secret under applicable law. Each party shall keep confidential the terms and conditions of this Agreement, but may make general statements publicizing the fact that the parties have entered into this Agreement. Notwithstanding the above, upon prior written notice to Discloser, Recipient may disclose Discloser's Confidential Information if, upon advice of counsel, such disclosure is required by a subpoena, court order or other compulsion of law (in which case Recipient will cooperate with Discloser to the extent reasonable to preserve the Confidential Information from public disclosure beyond that necessary in such proceeding). 10.2 Exceptions. The above confidentiality obligations shall not apply to Confidential Information if and to the extent that Recipient establishes that the information communicated: (i) was already known to Recipient, without obligation to keep such information confidential, at the time of Recipient's receipt from Discloser, as evidenced by documents in the possession of Recipient prepared or received prior to such communication; (ii) was received by Recipient in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential; (iii) was publicly known at the time of Recipient's receipt from Discloser or has become publicly known other than by a breach of the Agreement; or (iv) prior to Recipient's disclosure of such information, such disclosure was consented to in writing by Discloser. Unless otherwise designated and unless falling under this paragraph, all information transmitted between the parties (other than User's personal information) shall be presumed to be Confidential Information. 10.3 Security Measures. Without limiting the obligations specified above, Recipient agrees to implement the following security steps in order to protect the confidentiality and security of Confidential Information of Discloser: (i) implement internal procedures to limit, control and supervise the use of Discloser's Confidential Information; (ii) make Discloser's Confidential Information available only to Recipient's employees, agents and contractors who comply with the non-disclosure obligations set forth herein; (iii) notify Discloser in writing of any suspected or known breach of the obligations and/or restrictions set forth herein; and (iv) use those security procedures it uses for its own Confidential Information which it protects against unauthorized disclosure, appropriation or use, but not less than reasonable security procedures. 11. Personal Information. 11.1 Privacy Policy. Service Provider has developed a privacy policy ("Privacy Policy") for the System setting forth Service Provider's procedures regarding its use and disclosure of User's personal information. Service Provider shall provide User with thirty (30) days prior electronic notice (given inside the System) upon any material modification, amendment or supplement to the Privacy Policy. Notwithstanding anything herein to the contrary, Service Provider shall not be held liable for any improper use or disclosure of User's personal information by anyone not under Service Provider's specific direction or control (specifically, Service Provider is not liable for any misuse of User's personal information that arises from access through User's system, viruses on User's system, User's failure to maintain controls over its access credentials, actions by persons who have logged in using credentials acquired from User, sharing of credentials by User, and other similar misuses). 11.2 Use and Disclosure. Except as otherwise restricted by this Agreement or in a Services Order, Service Provider may use or disclose User Confidential Information and User's personal information to provide services to User solely for the following purposes: (i) to provide the services associated with the System to User under this Agreement; (ii) for proper management and administration of Service Provider's business or to carry out its legal responsibilities; provided that such disclosure is required by law or Service Provider obtains reasonable assurances from the person to whom disclosure is made that such information will be held confidentially and used or further disclosed only as required by law of for the purpose for which it was disclosed and such person notifies the Service Provider of any instances of which he/she is aware in which the confidentiality of such information has been breached; (iii) to provide de-identified data aggregation and benchmarking services; and (iv) otherwise as permitted or required by applicable law. 12. Warranties and Covenants. 12.1 Both Parties. Each party warrants and/or covenants that: (i) it has the power and authority to execute and deliver this Agreement and has taken all necessary corporate action to authorize the execution and delivery of this Agreement; and (ii) this Agreement is and shall be the legal, valid and binding obligation of such party, enforceable in accordance with its terms. 12.2 User. User covenants that User shall: (i) timely and fully perform its obligations under this Agreement; (ii) upload data into, and otherwise use the System and all Content, Downloaded Content and Software in compliance with, all applicable federal and state laws, rules and regulations, and in a manner that does not violate any patent, copyright, trade secret, trademark, contractual, or other personal right (e.g. right of privacy, publicity or right to be free of defamation); (iii) comply with all documentation provided by Service Provider; (iv) not alter, recast, revise, modify, translate, reformat, reverse engineer, compile, disassemble or decompile the System or any portion thereof; (v) make no representations to third parties regarding the System or Service Provider's services that are not expressly authorized to be made in this Agreement; (vi) not use Service Provider's Marks in any manner except as permitted under this Agreement; and (vii) cooperate with Service Provider in its provision of the System including providing such technical assistance and information as reasonably requested by Service Provider. 12.3 Disclaimer. OTHER THAN AS EXPRESSLY SET FORTH ABOVE, SERVICE PROVIDER MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES OF ANY KIND WHETHER ORAL OR WRITTEN, AND SERVICE PROVIDER EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF ACCURACY, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY, ANY IMPLIED WARRANTY AGAINST INFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING UNDER ANY APPLICABLE UNIFORM COMPUTER INFORMATION TRANSACTION ACT. THERE IS NO WARRANTY THAT THE SYSTEM OR ANY EFFORTS OR INFORMATION PROVIDED BY SERVICE PROVIDER WILL FULFILL ANY OF USER'S PARTICULAR PURPOSES OR NEEDS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER SHALL NOT BE LIABLE FOR THE QUALITY OR ACCURACY OF INFORMATION PROVIDED BY USER OR THIRD PARTIES FOR OR VIA THE SYSTEM NOR FOR ANY INACCURATE RESULTS DUE TO SERVICE PROVIDER'S PROCESSING OF ANY SUCH DATA. SERVICE PROVIDER MAKES NO GUARANTEE OR WARRANTY OF TIMELINESS OF DELIVERY OF THE SYSTEM TO, OR PROCESSING OF ANY INFORMATION OR DATA PROVIDED BY USER. 13. Indemnification. 13.1 Indemnification. User agrees to indemnify, defend and hold harmless Service Provider and its subsidiaries, associated companies, employees and agents from and against any and all damage, liability, cost and expense (including reasonable attorneys' fees) incurred as a result of a third party claim arising from: (i) violation of applicable laws by User or User's agents; (ii) negligent or intentional acts or omissions of User or User's agents; or (iii) material breach of any provision of this Agreement by User or any of User's agents. 13.2 Exception and Notice. Neither party shall be liable to the other party to the extent that such other party has incurred any liability to a third party as a result of its own material breach of this Agreement, negligence or intentional misconduct. The obligations of each party to provide indemnification hereunder are contingent upon the indemnified party: (i) promptly notifying the indemnifying party in writing of any claim; (ii) giving the indemnifying party sole control over the defense and settlement of the claim, provided that any settlement contains the full release of the indemnified party; and (iii) reasonably cooperating in defense and settlement efforts. 14. LIMITATION OF LIABILITY. 14.1 SUBJECT TO SECTION 14.3 BELOW: (i) CLIENT'S SOLE REMEDY IN THE EVENT OF A CLAIM AGAINST SERVICE PROVIDER FOR BREACH OF THIS AGREEMENT SHALL BE FOR SERVICE PROVIDER TO REPAIR, REPLACE OR OTHERWISE CORRECT THE SYSTEM; AND (ii) IN NO EVENT WILL SERVICE PROVIDER, ITS SUBSIDIARIES AND/OR ASSOCIATED COMPANIES, BE LIABLE TO CLIENT UNDER THIS AGREEMENT OR OTHERWISE, REGARDLESS OF THE FORM OF CLAIM OR ACTION, IN AN AMOUNT THAT EXCEEDS THE AGGREGATE AMOUNT OF FEES ACTUALLY PAID TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; AND (iii) IN NO EVENT WILL SERVICE PROVIDER, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBSIDIARIES OR ASSOCIATED COMPANIES BE LIABLE FOR ANY DAMAGES OF ANY KIND TO ANYONE OTHER THAN CLIENT UNDER THIS AGREEMENT OR OTHERWISE, REGARDLESS OF THE FORM OF CLAIM OR ACTION. 14.2 SUBJECT TO SECTION 14.3 BELOW, IN NO EVENT WILL SERVICE PROVIDER, ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBSIDIARIES OR ASSOCIATED COMPANIES BE LIABLE TO USER OR ANY THIRD PARTY FOR SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR COSTS (INCLUDING LEGAL FEES AND EXPENSES), OR LOSS OF GOODWILL OR PROFIT IN CONNECTION WITH THE SUPPLY, USE OR PERFORMANCE OF OR INABILITY TO USE THE SYSTEM OR ANY PORTION THEREOF, LOSS OF DATA, FALSE OR ERRONEOUS INFORMATION TRANSMITTED VIA THE INTERNET OR IN CONNECTION WITH ANY CLAIM ARISING FROM THIS AGREEMENT, EVEN IF SUCH PARTY, ITS SUBSIDIARIES OR ASSOCIATED COMPANIES WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS. 14.3 Exceptions. The limitations of liability set forth in Sections 14.1 and 14.2 above shall not apply: (i) where the party seeking the benefit of the limitation has acted fraudulently or in subjective bad faith; (ii) to claims that are actually covered by insurance, in which case such claims shall be limited to the actual insurance coverage less any deductible; or (iii) to claims made for material breach by a party of Section 10 (Confidential Information), Section 11 (Privacy) or Section 15 (reservation of rights). Notwithstanding any other provisions no liability of Service Provider shall arise for failure to provide the System if due to any cause beyond Service Provider's reasonable control. 14.4 No action arising out of this Agreement, regardless of form, may be brought by either party or any third party more than two (2) years after the date the cause of action accrued. 15. Reservation of Rights. Service Provider reserves all rights not expressly granted herein. Except as set forth in this Agreement, no express or implied license or right of any kind is granted to User regarding the System. Except as expressly permitted herein User covenants not to know, use, produce, receive, reproduce, copy, market, sell, distribute, transfer, translate, modify, adapt, disassemble, decompile or reverse engineer the System or any software comprised in the System, or to create derivative works based on, or obtain possession of any source code of, or technological material relating to, the System or any portion thereof. Service Provider expressly reserves the right to terminate User's use of the System for default of the Terms of Use without terminating this Agreement and without liability to User. Service Provider, User, and their permitted successors or assigns, are the sole intended beneficiaries of this Agreement, there are no other intended beneficiaries of this Agreement, and no such unintended beneficiary or third party shall have the right to sue on or enforce this Agreement. Without limiting the foregoing, User shall not (except as expressly permitted in this Agreement) (i) license, sublicense, sell, resell, transfer, assign, distribute, provide as a service bureau or software-as-service or otherwise commercially exploit or make available to any third party the System in any way; (ii) modify or make derivative works based upon the System; (iii) create Internet "links" to the System or "frame" or "mirror" any content on any other server or wireless or internet-based device; or (iv) build a competitive product or service or build a product using Confidential Information of Service Provider or using the access User has had to the System. User shall not allow sharing of access credentials or access rights and may not reassign or otherwise transfer such rights. 16. Dispute Resolution. Except for solely equitable claims which may be pursued immediately and directly in court, all claims by a party for breach of this Agreement that are not resolved by mutual written agreement shall be settled by binding arbitration before a single arbitrator under the rules of the American Arbitration Association. The location of such arbitration shall be in Maryland, at a location determined by the arbitrator(s). The parties shall mutually agree on an arbitrator or if they cannot, the arbitrator shall be appointed under the rules of the American Arbitration Association. Arbitration may be commenced by either party by giving written notice to the other party that the dispute has been referred to arbitration under this Section. Any award rendered by the arbitrator shall be conclusive and binding upon the parties, provided that any such award shall be accompanied by a written opinion giving the reasons for the award. This Section shall be specifically enforceable by the parties and the decision of the arbitrator may be filed under the Federal Arbitration Act or any equivalent state arbitration act as an award of arbitration and shall be a judgment of record in such court; provided however, that either party may appeal the decision of the arbitrator as if such decision had been rendered by such court sitting without a jury, subject to all court rules and procedures for collection and stay of judgment. Each party shall pay its own expenses of arbitration and the expenses of the arbitrator shall be equally shared, subject to Section 17.1 below. In all cases each of the parties IRREVOCABLY WAIVE ANY AND ALL RIGHT TO A DEMAND A TRIAL BY JURY of any claim arising out of or related to this Agreement or the performance or non performance of either party. 17. Miscellaneous. 17.1 Applicable Law. This Agreement has been made, executed and delivered in Maryland. The parties mutually stipulate and agree that this Agreement is in all respects (including, but not limited to, all matters of interpretation, validity, performance and breach) to be exclusively construed, governed and enforced in accordance with the laws of Maryland and all applicable federal laws of the United States of America, as from time to time amended and in effect. The parties agree that the Uniform Commercial Code - Article 2 Sales, the United Nations Convention on Contracts for the International Sale of Goods, and the Electronic Signatures in Global and National Commerce Act shall not apply in any respect to this Agreement or the parties. In any litigation or arbitration between the parties, the prevailing party shall be entitled to reimbursement of its costs, and the court or arbitrator shall award, as costs, reimbursement of such party's reasonable attorneys' fees and other reasonable professional fees. 17.2 Relationship of the Parties. Except as expressly provided herein, nothing in this Agreement shall be: (i) deemed to constitute a partnership or joint venture between the parties or be deemed to constitute one party as agent of the other, for any purpose whatever, and neither party shall have the authority or power to bind the other, or to contract in the name of or create a liability against the other, in any way or for any purpose; or (ii) construed as a limitation on the powers or rights of either party to carry on its separate businesses for its sole benefit, including and not limited to the ability to enter into similar agreements with third parties, and each party shall take no action, directly or indirectly, which may prevent or hinder the other party from fulfilling its obligations to third parties. 17.3 Relief. Each party acknowledges that any violation of the confidentiality, intellectual property of this Agreement will cause irreparable injury to the other party. Therefore, in addition to any other available remedies and damages, such other party shall be entitled to an injunction to restrain the violation thereof by the breaching party, its subsidiaries, agents, servants, employees and all personnel acting for or with it (without the requirement to post a bond or security). Nothing herein shall be construed as prohibiting a non-breaching party from pursuing any other available remedy for breach or threatened breach of this Agreement, including actual damages and reasonable attorney's fees. 17.4 Assignment. Either party may assign this Agreement at any time without a fee and without the consent of the other party to a corporate successor in interest, acquirer or other entity that purchases or obtains substantially all of the assets or stock of such party, provided that such transferee agrees in writing to be bound by the terms and conditions of this Agreement in the place of such party and is not a competitor to the other party. Except as set forth above, User may not assign or delegate this Agreement without Service Provider's prior written consent, which shall not be unreasonably withheld. 17.5 Notice. All written communications between the parties shall be sent by First Class Mail or recognized courier, properly prepaid and sent to the addresses specified in this Agreement, or by electronic mail or facsimile. All such communications shall be deemed received upon the earlier of: (i) actual receipt or actual delivery to the address specified in accordance with this Agreement; (ii) three days after notice is deposited in a proper mail receptacle; or (iii) upon receipt by the transmitting party of confirmation or answer-back (if delivery is by facsimile or electronic mail). By written communication, either party may designate different contact information for purposes hereof. 17.6 Entire Agreement; Amendments; order of preference. This Agreement may be signed in counterparts, each of which shall be deemed an original and which shall together constitute the entire Agreement. This Agreement, all documents referenced herein, any Order form, and all other written and signed agreements between the parties represent the entire understanding between the parties with respect to the subject matter hereof and supersede all other prior written or oral agreements between the parties with respect to the subject matter hereof. In the event of a conflict between this Agreement and any other written and signed agreement, the agreement that is signed in original ink form shall control over this Agreement. Any waiver or modification of this Agreement will not be effective unless made in writing and signed by the authorized representatives of the parties. In the event of any direct conflict between the terms and conditions of this Agreement and any document referenced herein or any Exhibit, the terms of this Agreement shall control. 17.7 Force Majeure. If either party's performance of this Agreement, other than the payment of monies, is prevented, restricted or interfered with by reason of Force Majeure, such party shall, upon giving prior written notice to the other party, be excused from performance to the extent of the Force Majeure, provided that the party so affected shall use its best efforts to avoid or remove the causes of Force Majeure, and shall continue performance hereunder with the utmost dispatch whenever the Force Majeure is removed. Notwithstanding the foregoing, if the Force Majeure continues for a period of one hundred eighty (180) calendar days or more, the unaffected party may, on written notice to the party affected, terminate this Agreement, and neither party shall have any further obligation to the other save for payment of all monies due and payable and for those provisions hereunder which survive termination of this Agreement. 17.8 Severability. If any provision hereof is declared invalid or unenforceable by a court of competent jurisdiction, then the meaning of that provision will be interpreted, to the extent feasible, in a way that renders it enforceable or valid. If no feasible interpretation is possible, the provision will be severed from this Agreement and the remainder of this Agreement will remain in full force and effect. ACCEPTABLE USE POLICY ACCEPTABLE USE OF SERVICE. You agree as follows in respect of the acceptable and unacceptable uses of the System (as defined in the Terms of Service). You will not and agree not to: a. use or attempt to use the System for any illegal, abusive or unethical activities as determined by us in our sole discretion, which include by example and not limitation, transmission of illegal pornographic material, invasion of privacy, defamation, infringement of another person's copyright, trade secret, patent, trademark or other intellectual property rights, hacking or cracking (gaining unauthorized use of a computer), distributing computer viruses or other malware, gambling, harassment of another or distribution of other harmful materials, code, programs or scripts. b. send unsolicited bulk mail messages (“junk mail” or “spam”). This includes bulk-mailing of commercial advertising, information announcements, charitable solicitations and political solicitations. Such material may only be sent to those who have specifically requested it or as authorized by applicable law, provided that if you assert that your activities are authorized by applicable law, you shall provide an opinion of reputable counsel establishing a basis upon which your actions are taken. Malicious or threatening e-mail is also prohibited. Normally we will assume that you are in compliance with this provision, however, if an upstream provider blacklists our IP range or mail server as a result of activities we trace to you, we will presume that you are in violation of this provision. c. breach any applicable data protection statute by, for example, sending or storing personal information (as defined in applicable data protection statutes) in an unencrypted form. d. impersonate another person, falsify the source of TCP/IP packets, spoof any portion of an email or TCP/IP header, or misrepresent authorization to act on behalf of others or us. All messages and packets transmitted via the Internet Service should correctly identify the sender and source; you may not alter the attribution of origin in electronic mail messages or posting. e. undermine the security or integrity of computing systems or networks or gain unauthorized access or control over our computers or any other person's computers. f. permit another person to use your resources or the System to conduct any of the matters you are prohibited from doing. g. distribute any files in any peer-to-peer or file sharing arrangement, where it is possible that in such file sharing process any of the System may be used to distribute copyrighted materials to or from persons who are not authorized to receive, copy, distribute or use them. h. take any action that would cause us to violate any terms of an upstream service provider's acceptable use policy. i. Engage in any activity disruptive or abusive towards Our members or to System operations, including and not limited to: 1. Distribute or post any virus, worm, Trojan horse, or computer code intended to disrupt services, destroy data, destroy or damage equipment or disrupt System operations; 2. Degrade or impair the operation of Our servers and facilities or the servers and facilities of other network hosts or Internet users; 3. Post messages or software programs that consume excessive CPU time or storage space; 4. Subvert, or assist others in subverting, the security or integrity of any of Our systems, facilities or equipment; and/or 5. Place false, fraudulent, materially incomplete or misleading information on the System. The above list of acceptable and unacceptable uses of the System is not intended to be exhaustive, but rather illustrative of the range of unacceptable uses. We have the right in our sole discretion to determine whether any particular conduct is an acceptable use of the System. In cases where we determine you engaged in conduct that you reasonably believed did not violate this policy in good faith, we will provide you electronic notice of our determination that such conduct is not an acceptable use, and provided you cease such conduct not later than 24 hours after such notice, you will not be considered to be in breach of this Agreement.