TrialTrove™ Subscription License Agreement

TrialTrove™ Subscription License Agreement

This TrialTrove Subscription License Agreement is made between Citeline, Inc. (“Citeline”) and you, the signatory Subscriber, on behalf of itself and its Affiliates. Acceptance of this Agreement by the parties shall entitle the Subscriber and the Authorized Users to use the Service, subject to the terms and conditions stated herein. In the event that you do not agree with this Agreement, you are not authorized to access or use the Service- please promptly contact Citeline at citelineinfo@citeline.com. If you wish to print out the following portion of this Agreement, you should highlight this text, right-click, select “copy” then “paste” it into a document in your word processing program.

1. Definitions. In this Agreement the following expressions shall have the following meanings:

“Affiliates”, subject to Section 4(b), means those corporations or other organizations that are wholly-owned by the signatory Subscriber, or which are specifically identified as such in the Fee Schedule and are controlled by, controlling or under common control with Subscriber. The terms “controlling”, “controlled by” or “control” shall mean (i) the direct or indirect ownership of at least a majority of the voting securities of any corporation or organization, or (ii) the power to direct or cause the direction of the management or policies of such corporation or organization through the ownership of securities or interests, by contract or otherwise.

“Agreement” shall mean the applicable TrialTrove Subscription License Agreement and the Fee Schedule.

“Authorized User”, subject to Section 4(b), means the employees and Contractors of Subscriber including its Affiliates.

“Commencement Date” means the date for the commencement of use of the Service by the Authorized Users, as set forth on the Fee Schedule.

“Contractors” means contractors and consultants of Subscriber who are (a) approved by Citeline on its standard form of Authorization document, or (b) full-time, on-site contractors and consultants who have direct access to Subscriber’s internal computer networks, unless and until Citeline, acting in its sole discretion, revokes such approval. Contractors may only use the Service on behalf of Subscriber and in compliance with the terms of this Agreement but shall not be entitled to the use of any research support or assistance provided by Citeline, including, without limitation, research assistance questions and data manipulation requests. Subscriber agrees to be jointly and severally liable for such compliance.

“Information” means all materials, data, and other information collected, summarized, produced, licensed, owned and/or delivered by Citeline to Subscriber as part of the Service by any means and in any format.

“Fee Schedule” means the Fee Schedule quote issued by Citeline and accepted by Subscriber by execution or by issuance of a purchase order referencing such Fee Schedule quote.

“Service” means access to and use of Citeline’s proprietary on-line computer databases made available to Subscribers by computer telecommunications link as described in the Fee Schedule, including the User Support and Training, and the access to and use of any Information provided by Citeline.

“Subscriber” collectively means the entity described as such on the Fee Schedule and including its Affiliates.

“Internal Subscriber Database” means any organized collection of data, in electronic form, which (a) is used with or incorporates a database management system used to modify, manage, search, extract and/or retrieve data, and (b) is consistently or repeatedly updated or maintained, or is accessible by more than one Authorized User.

“Subscription Fee” means the fees, as set forth on the Fee Schedule, for access by Subscriber to the Service, or as otherwise specified herein.

“Term” means the period, commencing with the Commencement Date, during which Authorized Users may use the Service as set forth on the Fee Schedule unless this Agreement has been terminated earlier.

“Training” means any on-site or off-site classroom, web-based, videoconference, teleconference or similar training sessions and user documentation offered to Subscriber, or as set forth in a Fee Schedule, to develop and deploy a coordinated program to train Authorized Users. Reimbursement of out-of-pocket travel expenses will be as agreed upon in writing.

“User Support” means the telephone and e-mail support of the Service offered to Subscriber as described in the Fee Schedule. Citeline will use reasonable efforts to acknowledge receipt of user support requests within one (1) business day and to provide substantive responses promptly thereafter. Any research assistance questions or data manipulation requests which, in Citeline’s opinion, are outside the scope of Subscriber’s disease coverage or will require more than three hours of analyst time to address are not included in the TrialTrove subscription.

2. License to Use Service.

2.1 Subject to the terms and conditions provided in this Agreement, Citeline hereby grants to Subscriber a non-exclusive, world-wide, non-transferable, non-sublicensable, limited license to the extent set forth in the Fee Schedule for the Authorized Users to use the Service during the Term solely for Subscriber’s internal purposes as follows:

(a) access the Service and search, display, read, print and/or download (subject to the restrictions in Section 2.2(b)) the Information in print or electronic format; and,

(b) distribute limited portions of the Information to other Authorized Users in print or electronic format; and,

(c) include limited portions of the Information in documents, in print and electronic format, prepared for Subscriber’s internal use and distribution; and,

(d) maintain a reasonable number of copies of limited portions of the Information, in print or electronic format; and,

(e) use limited and insubstantial extracts from the Information for external purposes provided that Citeline’s standard copyright notice is included in the document and with reasonably prominent attribution that Citeline is the source of such Information and with Citeline’s prior written approval in each case, in Citeline’s sole and absolute discretion.

Except as expressly permitted in this Agreement, Subscriber may not download, copy, reproduce, transmit, display, distribute, commercially exploit, access or use the Service, including but not limited the Information.

2.2 Subscriber agrees that all access to and use of the Service, including but not limited to the Information, by Authorized Users is for Subscriber’s internal use, and Subscriber and its Authorized Users shall not:

(a) permit the use of the Service by or the use or disclosure of the Information to any persons or entities other than the Authorized Users; or,

(b) except upon mutual execution of a separate agreement by authorized representatives of Subscriber and CiteLine, export, import, transfer, download, copy, incorporate or use any portion of the Information for use in, into or within any Internal Subscriber Database.

2.3 Subscriber shall use commercially reasonable efforts to protect the Service from unauthorized access, reproduction, disclosure or use. In the event Subscriber becomes aware of any unauthorized use of or access to the Service through Subscriber’s license, personnel or systems, Subscriber shall notify Citeline immediately in writing and shall give full cooperation, at Subscriber’s expense, to prevent such unauthorized use or disclosure.

2.4 As a provider of information to various customers, Citeline reserves the right to add or withdraw Information and modify or otherwise change the Service (including features and functionality) without notice as necessary. Citeline may, but is not required to, provide notice to Subscriber in advance of or concurrent with the effective date of any such changes which are significant. Citeline reserves the right to temporarily to suspend access to the Service and/or the Information for the purposes of maintenance, repair or upgrade (but Citeline will use reasonable endeavours to minimize the period of suspension). In addition, Citeline reserves the right to change the terms and conditions of this Agreement at any time and all such changes shall be effective thirty (30) days after published by Citeline; however, if any such changes have a material adverse effect on Subscriber’s use of or access to the Service, Subscriber may terminate this agreement so long as it has given Citeline written notice of its intent to do so within such 30-day period and a reasonable opportunity for Citeline to address Subscriber’s concerns or withdraw the changes. In the event that the Agreement is terminated in such manner, Subscriber shall receive a pro-rated refund of any prepaid fees for periods after the termination date.

3. Obligations of the Parties.

3.1 Subscriber agrees that it is responsible for all acts and omissions of its Authorized Users in connection with their use of the Service. Authorized Users will be permitted access to the Service by enterprise internet protocol address authentication. In the event that Subscriber becomes aware of loss, theft or compromise of a password, or unauthorized access of the Service, Subscriber shall notify Citeline immediately in writing. Subscriber agrees that Citeline has the right, but not the obligation, to monitor use and/or access of the Service in order to verify compliance with this Agreement and applicable laws, for marketing purposes by Citeline and its affiliates and for enhancement of the Service.

3.2 Subscriber agrees that Citeline may cause an audit to be made of Subscriber’s records and other materials in order to verify compliance with this Agreement, including, without limitation, the duties and obligations set forth in Sections 2 and 10. Any such audit will be conducted no more than once every 12 months by representatives of Citeline or an independent certified public accountant selected by Citeline, during regular business hours at Subscriber’s facilities upon reasonable prior notice to Subscriber and so long as they do not interfere with Subscriber’s normal business operations. Subscriber agrees to provide Citeline’s designated auditor with access to the relevant Subscriber books, records and systems and Subscriber and Contractors shall assist Citeline in any such audit. Any such audit will be paid for by Citeline. This audit right will survive the cancellation or other termination of this Agreement for a period of two (2) years.

4. Fees and Payments. (a) Subscriber shall be invoiced for the Subscription Fee at the pricing set forth in the Fee Schedule, or, if not specified, at Citeline’s then-current pricing in effect for the billing period for which those charges are incurred. Citeline’s current prices are exclusive of sales, use, excise, or other similar taxes (excepting Citeline’s corporate franchise and net income taxes) which shall be the responsibility of Subscriber. Citeline reserves the right at any time to revise its current pricing periodically without prior notice, but which shall not affect the pricing stated in the Fee Schedule. Citeline will invoice for the Subscription Fee as specified in the Fee Schedule. All invoices are due and payable upon receipt. Amounts not paid within thirty (30) days of the date of invoice shall be deemed delinquent and are subject to interest charges lesser of 12% per annum but not to exceed the maximum allowable by law until paid in full. In the event Customer has received any type of discounts on Subscription Fees and Subscriber fails to pay Citeline as agreed under the terms of this Agreement, any and all discounts shall be forfeited.

(b) The Subscription Fees set forth in the Fee Schedule are based upon the size and makeup of Subscriber’s organization, and the number of Authorized Users, at the time of execution of this Agreement. If, following the execution of this Agreement, Subscriber should acquire, merge with, be acquired by or otherwise combine with another organization (collectively, a “Combination”) that adds materially to the number of Authorized Users, the Subscription Fees payable under the Fee Schedule shall be increased proportionately for the balance of the subscription term, as reasonably determined by Citeline. In furtherance and not in limitation of the foregoing, if as a result of any such Combination, Subscriber combines with another organization that was at the time of Combination already licensed by Citeline to access the Information, the Subscription Fees for both organizations shall continue to be payable notwithstanding that following such Combination such organizations are Affiliates of one another.

5. Intellectual Property. Subscriber acknowledges that, solely as between Subscriber and Citeline, all title, ownership and proprietary and intellectual property rights in and to the Service, including but not limited to, the Information, are and shall remain the sole and exclusive property of Citeline or its licensors. Except for the limited license expressly granted herein, this Agreement does not grant Subscriber or Authorized Users any rights to intellectual property rights in or to the Service, including but not limited to, the Information. All rights which are not specifically granted to Subscriber by the Agreement are reserved to Citeline. Any suggested modifications or improvements to the Service submitted to Citeline by Subscriber or Authorized Users become Citeline’s exclusive property to exploit or to not exploit as Citeline solely deems appropriate without necessity for remuneration or attribution to Subscriber.

6. Limited Warranties. Each party represents and warrants to the other that, to the best of its knowledge, (a) the execution of this Agreement by such party, and the performance by such party of its obligations and duties hereunder, do not and will not violate any applicable law, rule, regulation or court order, and (b) this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

7. Disclaimer of Warranty and Limitations of Liability.

7.1 SUBSCRIBER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE SERVICE AND THE INFORMATION ARE PROVIDED ON AN “AS IS” BASIS AND THAT THE USE OF THE SERVICE, INCLUDING BUT NOT LIMITED TO THE INFORMATION, IS AT SUBSCRIBER’S SOLE RISK. CITELINE AND ITS LICENSORS GIVE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WHATSOEVER RELATING TO THE SERVICE, INCLUDING BUT NOT LIMITED TO ANY INFORMATION, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, AS TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, TITLE, OWNERSHIP, OR OF ANY RESULTS OR OF QUALITY, SUITABILITY, ADEQUACY, GENUINENESS, ACCURACY OR COMPLETENESS OF THE SERVICE INCLUDING ANY INFORMATION. SUBSCRIBER UNDERSTANDS AND AGREES THAT CITELINE AND ITS LICENSORS ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION OR MISDELIVERY OF OR FAILURE TO CONTINUALLY PROVIDE THE SERVICE OR THE INFORMATION. Citeline makes no representations or warranties as to any other websites which you may access through or linked from the Service which are independently owned and operated and Citeline in no way endorses or accepts any responsibility for the content, or the use of, such websites.

7.2 NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, BUT EXCEPTING THE BREACH OF ANY CONFIDENTIALITY OBLIGATIONS:

(A) UNDER NO CIRCUMSTANCES WILL CITELINE OR ITS LICENSORS BE LIABLE UNDER ANY CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT OR CONSEQUENTIAL COSTS OR DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LITIGATION COSTS, LOSS OF DATA, PRODUCTION OR PROFIT, ARISING OUT OF OR RELATING IN ANY WAY TO THE SUBJECT MATTER OF THIS AGREEMENT, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.

(B) IN NO EVENT SHALL CITELINE’S TOTAL LIABILITY UNDER OR RELATED TO THIS AGREEMENT, THE TERMINATION THEREOF, AND/OR THE PROVISION OF THE SERVICE, INCLUDING BUT NOT LIMITED TO THE INFORMATION, REGARDLESS OF THE FORM OF ACTION, EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID DURING THE TWELVE (12) MONTHS PRECEEDING THE INCIDENT GIVING RISE TO SUCH LIABILITY.

7.3 THIS SECTION 7 DOES NOT LIMIT ANY LIABILITY FOR BODILY INJURY OF A PERSON, DEATH, OR PHYSICAL DAMAGE TO PROPERTY OR FOR FRAUDULENT MISREPRESENTATION. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 7 DO NOT AFFECT SUBSCRIBER’S NON-EXCLUDABLE STATUTORY RIGHTS AND ONLY APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

7.4 EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTY OR EXCLUSION OF DAMAGES IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER SUCH PROVISION. FURTHER, IN THE EVENT THAT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SHALL REMAIN IN EFFECT.SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS SET FORTH IN THIS SECTION 7 MAY NOT APPLY. ALSO SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO SUBSCRIBER.

8. Indemnities.

8.1 To the extent permitted by applicable law, Citeline agrees to defend Subscriber, the Authorized Users and its directors, shareholders, officers, agents, representatives and employees, in any claim, action or suit brought or threatened and based on an allegation that the Service (but expressly excepting the Information, to the extent received by Citeline from third parties or derived from third party information) infringes a US, Canadian or European Union copyright, trade secret or validly issued patent right of a third party (that is not affiliated with Subscriber), including reasonable attorneys’ fees. Citeline will pay all damages awarded therein against Subscriber or settlement agreed upon by the parties. Subscriber shall promptly notify Citeline of such action and give Citeline authority, information, and assistance (at Citeline’s expense) for the defense of such suit or proceeding. SUBSCRIBER’S SOLE AND EXCLUSIVE REMEDIES AND CITELINE’S SOLE AND EXCLUSIVE LIABILITIES FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS ARE SET FORTH IN THIS SECTION 8.1.

8.2 To the extent permitted by applicable law, Subscriber agrees to defend Citeline and its affiliates, directors, shareholders, officers, agents, representatives and employees, in any action or suit brought or threatened by any third party due to or arising out of the use of the Service or the violation of this Agreements, except to the extent arising out of the sole negligence or willful misconduct of Citeline or its agents. Subscriber will pay all damages awarded therein against Citeline or settlement agreed upon by the parties. Citeline shall promptly notify Subscriber of such action and give Subscriber authority, information, and assistance (at Subscriber’s expense) for the defense of such suit or proceeding.

9. Term. (a) This Agreement is effective from the Commencement Date and continues during the Term, unless terminated in accordance with the terms hereof. Citeline may suspend performance and/or terminate this Agreement immediately upon written notice at any time if Subscriber is in material breach of any material term, condition or covenant of this Agreement and fails to cure such breach within ten (10) days after written notice thereof, unless the breach is the failure to pay funds due then the cure period shall be three (3) business days. Citeline shall not be deemed in default hereunder unless Subscriber shall have provided notice of any claimed breach of this Agreement and Citeline has failed to cure such breach within thirty (30) days thereafter. Upon any termination, Subscriber shall remain responsible for all monies due and owing by Subscriber and Citeline shall not be responsible for providing any refund of pre-paid Subscription Fees unless Subscriber shall have properly terminated this Agreement for breach.

(b) In the event that, following expiration of the Term (i) Citeline and Subscriber are engaged in discussions regarding a renewal Term but have not yet executed a new Fee Schedule and/or (ii) one or more of the Subscriber’s Authorized Users continue to access the Service, the Term set forth in the expired Fee Schedule shall automatically be extended on a month-to-month basis (the “Negotiation Period”), and the Subscription Fee payable for each month during the Negotiation Period shall be an amount equal to one-twelfth of the annual Subscription Fee set forth in the expired Fee Schedule, plus, if applicable, Citeline’s standard charges for any additional Service areas accessed by Subscriber pursuant to Section 9(c); provided, however, that (A) once agreed upon, the new Fee Schedule (including additional fees for any Service expansions to which Subscriber is given access pursuant to Section 9(c)) shall be retroactive to the date of expiration of the expired Fee Schedule and an appropriate adjustment shall be made to effect such retroactivity, and (B) in no event shall the Negotiation Period exceed two (2) months unless otherwise agreed in a writing signed by both Citeline and Subscriber.

(c) Subscriber may request (either orally or in writing) Citeline to expand the areas of the Service that Subscriber’s Authorized Users may access during the Negotiation Period, in which event Subscriber shall be responsible to pay the additional fees referred to in Section 9(b) above.

10 Confidentiality. Each party agrees that it shall not (A) disclose to any third party (excepting their employees, officers, directors, representatives, agents, affiliates, Contractors, consultants and advisors (collectively, “Representatives”) who are bound by similar confidentiality obligations) any information concerning the customers, business information, trade secrets, methods, processes or procedures or any other confidential or proprietary information of the other party which it learns prior to or during the course of its performance of this Agreement (“Confidential Information”), (B) use or permit the use of Confidential Information for any purpose other than in carrying out its obligations under, exercising its rights under or in furtherance of the transactions contemplated by this Agreement, without the prior written consent of such other party. “Confidential Information” shall only include information that is (a) provided in writing or other tangible form and marked with a “Confidential” or “Proprietary” legend; or, (b) reasonably understood to be confidential or proprietary in light of the nature of the information and the circumstances of disclosure. “Confidential Information” shall in no event include that which (i) is or was known to a party prior to receipt hereunder; (ii) at the time of disclosure to either party by the other party was generally available to the public, or which after disclosure hereunder becomes generally available to the public through no fault attributable to either party; (iii) is hereafter made available to either party for use or disclosure from any third party having a right to do so, (iv) is independently developed by the receiving party, (v) is provided by the disclosing party to a third party and not under any obligation of confidentiality, (vi) is required to be disclosed by court order or by operation of law, so long as the disclosing party has received prior notice from the receiving party and has had an opportunity to seek a protective order, or (v) constitutes any suggested modifications or improvements to the Service which is subject to Section 5. All Confidential Information which the receiving party or any of its Representatives shall obtain or to which the receiving party or any of its Representatives shall be given access pursuant to or in connection with this Agreement, shall be and remain the sole property of the disclosing party, and the receiving party shall have no rights or interests (except as expressly provided herein) to or in such Confidential Information. Upon request, the receiving party shall return to the disclosing party all Confidential Information (including all copies thereof) then in the possession of the receiving party or any of its Representatives. The obligation set forth in this Section 10 will survive the cancellation or other termination of this Agreement for a period of five (5) years after the date of initial disclosure. The parties agree that the terms of the Fee Schedule shall be considered Confidential Information to the parties.

11. Miscellaneous.

11.1 This Agreement (including any amendments or revisions) and any applicable Fee Schedule constitutes the entire agreement between the parties and supersedes any previous understandings, commitments, or agreements, oral or written regarding the subject matter hereof. In the event of a conflict between the terms of this Agreement and an applicable Fee Schedule, the latter shall control and govern. The terms and conditions of any purchase order or sales acknowledgement shall expressly not be a part of this Agreement. Subscriber acknowledges that it has not entered into this Agreement in reliance upon any statement, warranty or representation made by Citeline or any other person and Subscriber irrevocably and unconditionally waives any rights to claim damages and/or to rescind this Agreement by reason of any misrepresentation (other than a fraudulent misrepresentation) that is not contained in this Agreement and any applicable Fee Schedules. This Agreement may only be modified in writing by the parties. Any waiver of the provisions of this Agreement or of a party’s rights or remedies under this Agreement must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed as a waiver of such party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party’s right to take subsequent action.

11.2 Each provision of this Agreement shall constitute a separate and distinct covenant and shall be severable from all other such separate and distinct covenants contained in this Agreement. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

11.3 The validity construction and performance of this Agreement shall be governed by the laws of the U.S. State of New York, without application of its conflict of laws provisions. The parties agree to submit to the exclusive jurisdiction of the courts in the State of New York, County of New York, for the resolution of any dispute or claim arising out of or relating to this Agreement. The parties hereby agree that the party who is not the substantially prevailing party with respect to any dispute, claim or controversy related to or arising under this Agreement shall pay the reasonable costs actually incurred by the substantially prevailing party in relation to the dispute, claim or controversy, and any appeal thereof, and any enforcement of an award, including reasonable attorneys’ fees. Subscriber shall also be liable for all costs of collection incurred by Citeline for amounts deemed delinquent including, without limitation, reasonable and customary legal and collection agency fees incurred.

11.4 This Agreement is not assignable or transferable by Subscriber without the written consent of Citeline which shall not unreasonably be withheld. For the purposes of this Section, a change in the persons or entities that control fifty percent (50%) or more of the equity securities or voting interest of a non-publicly traded Subscriber shall be considered an assignment by Subscriber. Citeline may assign, delegate or transfer its rights and/or duties under this Agreement without requirement for Subscriber’s permission or approval, including, without limitation, to its parent companies or other affiliates.

11.5 U.S. Government Restricted Rights: If Subscriber is an agency or instrumentality of the United States Government, the Service and related documentation 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 Service and related documentation are governed by the terms of this Agreement. Contractor/manufacturer is Citeline, Inc., 1608 Merlot Court, 2nd floor, Petaluma, CA, 94954 and its licensors.

11.6 Citeline’s remedies set forth herein are not exclusive and are in addition to any and all other remedies available at law or in equity, none of which shall be deemed as waived by virtue of Citeline’s exercise of any other remedy.

11.7 Although Citeline has used reasonable endeavours to ensure that the Service complies with the laws of the United States, Citeline makes no representations that the Service is appropriate or available for use in locations outside the United States. Subscriber and Authorized Users who access the Service from other locations are responsible for compliance with all applicable laws and, to the extent permitted by applicable law, Citeline accepts no liability for any costs, losses or damages in this regard. Except as stated above, each party agrees to comply with applicable laws in connection with this Agreement and the performance hereunder.

11.8 Except for any payment obligations hereunder, neither party shall be responsible for delay or failure in performance or any interruption of the Service resulting directly or indirectly from any cause or circumstance beyond its reasonable control including, without limitation, by any acts of civil or military authority, law, regulation, order or decree, by fire, riots, strikes, legal moratorium, war or revolution, by communication line or power failures, or by acts of God, epidemic, earthquake, fire, flood or other natural disasters, nor shall any such delay or failure be considered to be a breach of this Agreement or entitle either party to any credit or reimbursements. In any such event, performance shall take place as soon thereafter as is reasonably feasible.

11.9 All provisions of this Agreement that are, by their nature, intended to continue shall survive any expiration or termination hereof.

11.10 The duties and obligations imposed upon Subscriber and its Affiliates under this Agreement shall be joint and several.

11.11 No provisions of this Agreement are intended or shall be construed to confer upon or give to any third person or entity other than Citeline and Subscriber and its Affiliates any rights, remedies or other benefits under or by reason of this Agreement.

If you have any questions regarding the Service or this Agreement, please contact Account Services at citelineinfo@citeline.com, or Citeline, Inc., PO Box 3191, Boston, MA 02241-3191 USA Phone: 888-436-3012; International Phone +1-707-237-3647; Fax: 707-762-0666.

[Form Rev. 1.5; March 19, 2007]