THESE INTESOLV EVENT SERVICES TERMS AND CONDITIONS ARE BETWEEN INTESOLV,INC. (DEFINED BELOW) AND “YOU” (COLLECTIVELY, THE “CLIENT”).

YOU AGREE THAT THIS AGREEMENT (DEFINED BELOW) IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY ON WHOSE BEHALF THE SERVICE IS USED: FOR EXAMPLE, YOUR EMPLOYER.

BY USING THE SERVICE (DEFINED BELOW), YOU AGREE THAT UNITED STATES LAW GOVERNS YOUR USE OF THE SERVICE IF YOU PURCHASE THE SERVICE IN ANY LOCATION OTHER THAN THE UNITED STATES, MEXICO, OR CANADA, AND YOU AGREE TO THE TERMS REGARDING GOVERNING LAW AND VENUE SET FORTH IN THIS AGREEMENT(SEE GOVERNING LAW).

1.Definitions

“InteSolv” means InteSolv,Inc. and its licensors, if any.

1.1 “Event” means services intended to manage or create Web-based events and related projects (collectively, an “Event”) for Client.

1.2 “Services” shall mean labor services used to produce Webcasts, Webinars, Web Conferencing and Rebroadcasts, and such other InteSolv labor services used to produce an Event or make said event ready for production.

1.3 “Platform Provider” shall mean organizations used or contracted to deliver Webcast video and audio streams via the internet.

1.4 “T&C Agreement” shall mean these Terms and Conditions, and all exhibits, amendments and attachments hereto.

1.5 “Work Order” shall mean the individual work order, email, or similar document, submitted and/or agreed upon by Client and accepted by InteSolv for each new phase of work.

2. Event Production and Services

2.1 Client acknowledges that, from time to time, Client may require InteSolv to produce an Event or a portion of an Event. In such a case, production of an Event by InteSolv will require its utilization of various elements of services. Client shall work with InteSolv’s representative to establish which elements Client requires for each Event and such collaboration will result in a work order, attached to InteSolv Invoice and approved by Client.

2.2 At any time Client and InteSolv determine that a Work Order needs to be adjusted for an Event, the parties shall revise the Work Order based on mutual agreement. Client acknowledges that a successful Event requires a complete and correct Work Order submitted a reasonable amount of time prior to the Event. InteSolv shall not be liable for any failures, errors, or omissions, to the Work Order and/or the Event, because of Client’s failure to timely, and accurately, respond to reasonable requests by InteSolv.

2.2 Utilizing the Work Order, InteSolv will commence producing the Event. Client acknowledges that because of the difficulties in defining all aspects of an Event, it will need to work closely with InteSolv, including being reasonably available for consultations, if and when any issues arise, and InteSolv shall not be liable for any failures, errors, or omissions, to the Work Order and/or the Event, because of Client’s failure to timely, and accurately, respond to reasonable requests by InteSolv. Client is fully responsible for providing all aspects of content of each Event and for making sure that aspects of content are available to InteSolv as InteSolv may require from time to time in producing the Event. InteSolv will not be responsible for editing any content provided by Client unless otherwise specifically set out in a writing signed by both parties.

2.3 The Work Order shall also describe in sufficient detail all aspects that Client requires with respect to allowing viewers to view an Event, including such matters as the estimated number of viewers that may view the Event, the registration procedures for viewers, the availability of an Event after production for on-demand viewing, and any other concern or issue of importance to Client.

2.4 If, in the reasonable opinion of InteSolv, the number of viewers connected to, or attempting to connect to, an Event exceeds the bandwidth or seats reserved for that Event, InteSolv may deny additional connections and disconnect existing viewers. Client agrees to notify InteSolv, at least ten (10) days prior to any Event, if Client expects the number of viewers to exceed InteSolv’s contracted viewer limit or bandwidth expectations. In such case, InteSolv and Client can refer to the Platform Provider options for scaling viewer limits and such other scaling options.

3. Confidential Information

3.1 During the course of the parties’ relationship, they may have access to confidential information of the other party that the disclosing party identifies as being confidential or that the receiving party reasonably should know is confidential (“Confidential Information”). Confidential Information of the Client includes, without limitation, personally identifiable content or data provided by Client. Confidential Information of InteSolv includes, without limitation, (i) the source code for the Platform and for any software comprising the Services, (ii) any accompanying documentation, (iii) information proprietary to InteSolv or to any person or entity contracted by InteSolv, which provides services, materials, products, or supplies in connection with the Services (a “Supplier”), (iv) this T&C Agreement and the terms, conditions and pricing contained in any Agreement, and (v) all of InteSolv’s technology involved in providing the Platform and Services. Except as required by law, neither party shall in any way use or disclose any Confidential Information of the other party except as specifically contemplated by this T&C Agreement or with the prior written consent of the other party.

3.2 This T&C Agreement imposes no obligation upon a party with respect to the discloser’s Confidential Information which the recipient can establish by legally sufficient evidence: (a) was, prior to receipt from discloser, in the possession of, or rightfully known by, recipient, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public without violation of this T&C Agreement or without a violation of an obligation of confidentiality owed to the discloser; (c) is obtained by the recipient in good faith from a third party having the right to disclose it without an obligation of confidentiality; or (d) is independently developed by the recipient without reference to Confidential Information of the discloser.

3.3 Each party understands that the Confidential Information constitutes valuable business assets of the discloser and the unauthorized disclosure of Confidential Information may irreparably harm the discloser. In the event of breach or threatened breach of obligations pertaining to Confidential Information by the recipient, the discloser shall be entitled to seek injunctive relief and any other remedy available at law or equity.

3.4 Client shall not publish any result of any benchmark of the Services’ performance, except with InteSolv’s prior written consent.

4. Ownership; Consent

4.1 As between InteSolv and Client, Client retains all right, title and interest in Client Information (as defined below), Client’s proprietary technology, business methods, Client’s intellectual property including, without limitation, any trademark, service mark or domain name owned by Client. Client grants InteSolv the right to use Client Information to the extent necessary to provide Services to Client. Client acknowledges that neither InteSolv nor any Supplier exercises any control whatsoever over the content of Client Information. Client shall have the full responsibility to ensure that all Client Information that Client and viewers collect, transmit, provide or receive complies with all applicable laws, and regulations. InteSolv has no obligation, and expressly disclaims any obligation to review Client Information for accuracy, potential liability or for any other reason.

4.2 As between InteSolv and Client, InteSolv retains all right, title and interest in and to their respective proprietary technology, business methods and intellectual property, including the software and hardware utilized in providing the Services, the Platform, all copyrights, patents, trademarks and trade secrets, and all developments, enhancements, derivatives, improvements, modifications or extensions of such technology and intellectual property conceived, reduced to practice or developed regardless of who pays for the development, enhancement, derivative, improvement, modification or extension.

4.3 In addition to any other consent provided in this T&C Agreement or expressly to InteSolv, Client hereby consents to InteSolv utilizing Client Information and manifestations of any aspect or part of any Event for purpose of displaying all or part of an Event to potential customers and other persons who may have an interest in Client’s Event.

5. Warranties

5.1 InteSolv warrants that it will provide the Services in a professional manner, consistent with generally accepted industry standards, including the use of commercially reasonable virus detection and screening procedures.

5.1 Each party warrants that (i) it has the legal right to enter into this T&C Agreement, to perform its obligations under this T&C Agreement, (ii) it has no obligation that is inconsistent with or that will cause it to violate any of its obligations under this T&C Agreement; (iii) it will not utilize the Services in any unlawful way or for any unlawful purpose; and (iv) it will comply with all applicable laws.

5.2 Except as expressly set forth in this T&C Agreement, the Services InteSolv provides in connection with this T&C Agreement are provided “AS IS” and “AS AVAILABLE” without any representation or warranty of any kind, and Client’s use of the Services is at Client’s own risk. InteSolv makes no other representation or warranty, express or implied by operation of law or otherwise, including without limitation, any implied or statutory warranty of non-infringement, title, quiet enjoyment, merchantability or fitness for a particular purpose or any implied warranty arising out of course of conduct, usage or trade practice. InteSolv does not warrant that the Services will be provided error-free, uninterrupted, secure or virus-free. InteSolv shall not have any liability whatsoever for the accuracy, completeness or timeliness of any Client Information. InteSolv does not warrant that Client, in using the Services, will obtain the results that Client intends nor that the Services will be adequate or otherwise fitting for the business purposes and requirements of Client.

5.3 Client represents that: (a) its use of the Services, including the transfer of polls, slides, audio, video, photographs, archives and any other data (“Client Information”) to InteSolv and any Client Information comprising an Event, will not contravene any rule, law or regulation, (b) it will not knowingly and intentionally transmit, introduce or allow to be introduced, either through it, or any third party, any virus, worm, “Trojan horse” time bomb or similar contaminating/destructive feature or other malicious code, and (c) it has or will secure whatever legal authority or consent may be necessary for use, storage, processing and transfer by InteSolv, including international cross-border transfer, of Client Information as contemplated by this T&C Agreement. Client acknowledges that InteSolv will not be processing, or reviewing for legality any Client Information but will merely be offering and enabling the transmission of Client Information. Client further warrants that InteSolv may remove or disable any data it deems to be pornographic, libelous, offensive or otherwise objectionable but that this right shall not excuse Client from full responsibility arising from any such material.

5.4 Client acknowledges that InteSolv shall have no obligation to store data or recordings of Events beyond any time period specifically set forth in a Work Order and that InteSolv shall have every right, but no obligation, to erase and otherwise destroy all data and Events of Client’s after the end of the Event’s on-demand term, as set out in a Work Order.

6. Platform Providers
Except as set forth in this T&C Agreement, InteSolv shall not be responsible for any acts and failures by a Platform Supplier, such terms and services will be expressly supported by said Platform Suppler TOC.

7. Indemnification

7.1 Each party (when so acting, the “Indemnitor”) shall indemnify the other party, its subsidiaries and affiliates and all employees, officers, directors, agents and representatives of the other party, its subsidiaries and affiliates (all such persons being, “Indemnitees”) from any and all losses, liability, damages, costs and expenses of any nature, including reasonable attorneys’ fees, incurred by any Indemnitee in connection with any claim, suit or demand of any third person based upon indemnitor’s, (i) infringing or misappropriating any intellectual property right, (ii) breaching the representations, warranties and covenants of Section 7, (iii) breaching the confidentially obligations of Section 5, or (iv) otherwise arising out of or in any way connected with the negligent or willful acts or omissions of the Indemnitor.

7.2 Client shall indemnify and hold InteSolv, its subsidiaries and affiliates and all employees, officers, directors, agents and representatives of InteSolv (collectively the “InteSolv Indemnitees”), harmless from any and all losses, liability, damages, costs and expenses of any nature, including reasonable attorneys’ fees, incurred by InteSolv Indemnitees, in connection with any claim, suit or demand of any third person that the InteSolv Indemnitees have libeled that 3rd party whether by any user-user or user-to-Client communication made via the Services (not published or caused to be issued by the InteSolv or the InteSolv Indemnitees).

7.3 In connection with any indemnification obligation under this T&C Agreement, the Indemnitor shall have sole control over the defense and settlement of a claim and the Indemnitee shall provide reasonable assistance in the same at the Indemnitor’s expense. Indemnitee may monitor but not control the defense and settlement of such claim with counsel of its own choosing and its own expense, and Indemnitor shall cooperate in the same. Indemnitor shall not propose a judgment or agree to a settlement that attributes fault or liability to, or requires an action or admission by, Indemnitee without the prior written consent of Indemnitee.

8. Limitation of Liability

8.1 Except for the indemnification obligations, disclosure of Confidential Information, and infringement by Client of technology and intellectual property rights of InteSolv, neither party shall be liable for any indirect, incidental, special, consequential or punitive damages or damages arising from lost data, interrupted communications, lost revenue, lost profits, lost technology, loss of rights or costs of procuring substitute services or any other substitution or solution, however arising, even if the party against which the claim is made has been advised of the possibility of such damages.

8.2 EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS OR ACTS OF GROSS NEGLIGENCE OR RECKLESS OR WILLFULL MISCONDUCT, THE MAXIMUM LIABILITY OF EITHER PARTY HEREUNDER SHALL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID OR PAYABLE TO InteSolv BY CLIENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE OF ANY CLAIM EVENT, ACT OR OMISSION GIVING RISE TO THE LIABILITY. IN ADDITION TO AND NOTWITHSTANDING THE FOREGOING, ANY LIABILITY RELATED TO FAILED EVENTS, AS DEFINED BY THE RELEVANT ATTACHMENT SECTION, SHALL BE COVERED BY THE SERVICE LEVEL SCHEDULE AS PROVIDED FOR IN SAID RELEVANT ATTACHMENT.

9. Submissions

9.1 InteSolv alone will own all rights, title and interest, including all related Intellectual Property, to any suggestions, ideas, feedback, improvements, recommendations or other information created, conceived, or reduced to practice, by or on behalf of the Client or its customer or any subscriber to an Event relating to the Platform and the other InteSolv proprietary rights (“Submissions”). “Intellectual Property” shall mean any unpatented inventions, patent applications, patents, extensions, supplementary protection certificates, design rights, copyrights, trademarks, service marks, trade names, trade dress, domain rights, mask work rights, know-how, technology, business processes, Event concepts, Event experiences and other trade secret rights, and all other intellectual property rights, derivatives thereof, and any forms of protection of a similar nature anywhere in the world.

10. Miscellaneous

10.1 Termination.i) For Material Breach. Each party reserves the right to terminate this T&C Agreement, or related agreement, without liability if the other party materially breaches its obligations herein and does not remedy such material breach within thirty (30) days of its receipt of written notice of such breach, and the breaching party shall be liable for all damages that the non-breaching suffers as a result of such breach. Notwithstanding the foregoing, the parties agree that Client’s failure to pay an invoice within sixty (60) days of receipt shall constitute a material breach of this T&C Agreement.

ii) For Insolvency. At any time during the Term of this T&C Agreement, either party may terminate this T&C Agreement, or related agreement, with written notice if: (i) the other Party (a) becomes insolvent, (b) voluntarily commences any proceeding or files any petition under the bankruptcy laws of the United States, (c) becomes subject to any involuntary bankruptcy or insolvency proceedings under the laws of the United States, which proceedings are not dismissed within ninety (90) days thereafter, (d) makes an assignment for the benefit of its creditors, or (e) appoints a receiver, trustee, custodian or liquidator for a substantial portion of its property, assets or business; or (ii) the other Party passes a resolution for its winding up, liquidation or dissolution, or a court of competent jurisdiction makes an order for such other Party’s winding up, liquidation or dissolution.

iii) Effect of Termination. The termination of this T&C Agreement, or related agreement, for any reason will not affect the payment obligations of the parties for activities occurring before the termination date and if terminated by InteSolv, any prepaid and unused portion of the Annual Commitment Fee shall be forfeited to InteSolv.

10.2 Independent Contractors; Relationship. The parties are independent contractors, and no agency, partnership, franchise, joint venture or employment relationship is intended or created by this T&C Agreement. Neither party shall make any warranty or representation on behalf of the other party. Neither party shall disparage the products or services of the other party.

10.3 No Implied Licenses. This T&C Agreement shall not be the source of or give rise to any implied license, and InteSolv reserves all rights not expressly granted to Client hereunder.

10.4 Assignment. Neither party may assign, transfer, or delegate any rights or responsibilities under this T&C Agreement to another party without the express written prior notice of the non-assigning party, except no consent shall be required in the event of a merger, acquisition, asset sale or similar business combination transaction of either party.

10.5 Injunctive Relief. In the event of actual or threatened breach of any of the terms of this T&C Agreement, InteSolv shall have the right to specific performance and injunctive relief. The rights granted by this Section are in addition to any and all other remedies and rights available at law or in equity.

10.6 Governing Law. This T&C Agreement, and any disputes arising out of or related hereto, shall be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods.

10.7 Publicity. With the prior written permission of Client, which shall not be unreasonably withheld, InteSolv shall also be permitted to use Client’s name and brief excerpts of the multimedia content to reproduce examples of work both on-line and through CD-ROMS or other fixed media. InteSolv may maintain in its archive unaltered copies of Client’s Event.

10.8 Force Majeure. Both parties shall be excused for failure to perform under this T&C Agreement where such failure results from circumstances beyond that party’s control including, without limitation, such circumstances as fire, storm, flood, earthquake, strikes, work stoppages or slow downs, delay or failure of transportation or supplies, acts of the public enemy, acts of God or acts, regulations, priorities or actions of the United States, a state or any local government or agents or instrumentalities thereof.

10.9 Venue. The state and federal courts located in Fresno County, California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this T&C Agreement. Each party hereby consents to the exclusive jurisdiction of such courts.

10.10 Severability. If any provision of this T&C Agreement is held invalid, illegal, or unenforceable, the validity, legality or enforceability of the remaining provisions shall in no way be affected or impaired thereby.

10.11 Survival. Sections 3 (Confidential Information), 4 (Ownership; Consent), 7 (Indemnification), and 8 (Limitation of Liability) shall survive the termination of this T&C Agreement.

10.12 Entire T&C Agreement, Amendments, Conflicts. This T&C Agreement reflects the final agreement between the parties, and may only be amended in a writing signed by both parties which may supersede all pre-existing terms and conditions in case of any conflict or inconsistency. All notices required under this Agreement shall be directed to: InteSolv,Inc., 8303 N. Mopac Expy Ste C240, Austin, TX 78759 Attention: General Counsel.