TERMS OF USE

Commonwealth Media Corporation, Inc. Standard Subscriber Terms of Use Agreement

Commonwealth Media Corporation, Inc.’s Standard Subscriber Terms of Use Agreement shall be considered fully incorporated into the company’s applicable executed licensing agreements with it’s customizing corporate and government clients, and its terms and conditions, including but not limited to its copyright notices, expressed disclaimers and limitations of liability, indemnification, and other notices, shall be in full force and binding upon said clients and their registered users.

The Commonwealth Media Corporation, Inc. e-learning network web site (“CMC Web Site”) is a paid subscription-based educational e-learning web site provided by Commonwealth Media Corporation, Inc. (“CMC”). Any and all CMC- and CMC Web Site-related affiliates; resellers; distributors; content providers; strategic or content or technical partners, advisors, suppliers; and/or any other third-party associated with the CMC Web Site and/or CMC (including individual employees, officers, directors, agents, representatives, or any stockholder acting on behalf of any of the same) and the like are collectively referenced herein as Other CMC Web Site-Related Entities (“Other CMC Web Site-Related Entities”). Access to and any and all use of the CMC Web Site is subject to the terms, conditions, and notices of this Terms of Use Agreement (“Agreement”). By accessing the CMC Web Site you accept and agree to be bound by said terms, conditions, and notices. This Agreement constitutes the entire agreement between duly licensed corporate or government clients (hereinafter “you”, “User”, “Client”, or “Subscriber”) and CMC with respect to the CMC Web Site, unless specifically amended and/or otherwise agreed to in writing.

CMC RESERVES THE RIGHT, AT ANY TIME AND IN ITS SOLE DISCRETION, TO TERMINATE THE OPERATION OF THE CMC WEB SITE OR TO MODIFY THE TERMS OF THIS AGREEMENT BY UPDATING THIS AGREEMENT. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING INFORMATION POSTED ONLINE IN THIS AGREEMENT IN ORDER TO BECOME AWARE OF SUCH MODIFICATIONS. CMC MAY ALSO POST ADDITIONAL RULES OR GUIDELINES, WHETHER RELATING TO PARTICULAR SUBPARTS OF THE CMC WEB SITE OR OTHERWISE (THE “SUBPART TERMS”) FROM TIME TO TIME. ANY SUBPART TERMS ARE HEREBY INCORPORATED INTO THIS AGREEMENT BY REFERENCE; PROVIDED, HOWEVER, THAT IN ANY DIRECT CONFLICT BETWEEN ANY SUBPART TERMS AND TERMS SET FORTH IN THIS AGREEMENT, THE LATTER SHALL CONTROL. YOUR NON-TERMINATION OR CONTINUED USE OF THE CMC WEB SITE AFTER CHANGES/MODIFICATIONS ARE POSTED CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT AS MODIFIED. This Agreement takes effect on the date on which you accept our licensing agreement and continues until your CMC Web Site subscription is terminated either by you or by CMC. For information regarding your privacy and the CMC Site, please see the CMC Privacy Statement. We encourage you to periodically review this statement, as it may be updated/modified on a regular basis.

Much of the information content within the CMC Web Site, including but not limited to its individual educational/awareness-raising programs/products, is based on or adapted from actual case law and realistic business situations/scenarios. However, the example characters, events, cases, organizations, government entities, products, and the like depicted therein, are fictitious and are dramatizations. Any likeness or resemblance to, or association with, any actual or real individual or character (living or not living), event, case, organization, government entity, product, and the like is purely coincidental and unintentional, and should not be inferred.

The examples, lessons, teaching points, case-studies, and all other educational/awareness-raising information content within the CMC Web Site, including but not limited to its individual programs/products, are not intended to be a substitute for proper legal or business advice. Such information content does not offer or constitute the provision of legal advice, and also does not create or intend to create an attorney-client relationship of any kind between a user/licensee on the one hand, and CMC and/or the Other CMC Web Site-Related Entities (including but not limited to Commonwealth Films Inc.) on the other hand. You should consult your own professional legal counsel, rather than rely or act upon any information, legal interpretation/summary, or the like that might be provided within or construed from the information content of the CMC Web Site and its individual programs/products, which are provided for educational purposes only. Your specific questions or concerns about the subject matter addressed should be brought directly and promptly to the attention of any appropriate professional legal counsel, as determined by you and your employer.

The views expressed within the CMC Web Site, including but not limited to its individual programs/products, are exclusively those of its authors and not of any other organization, individual, or government entity, including but not limited to The United States Department of Justice, The Securities Exchange Commission, and Commonwealth Films Inc.. No such association or linkage between CMC (and/or the Other CMC Web Site-Related Entities) and such third party entities should be inferred.

Client acknowledges that this CMC Internet-based product/service is independent, autonomous, and hosted by CMC (and/or one or more Other CMC Web Site-Related Entities), and is not intended to function as and has not been represented to function as, or interact with, or integrate with any so-called “Learning Management System” and/or any other such user login, deployment, and/or user tracking system or service in any way, including but not limited to any such system controlled by Client or any third party. Client acknowledges that it has accessed and reviewed CMC’s full-length, fully functional online “SampleCorp” demo version of the complete licensed program/service (via www.commonwealth-media.com/sample), prior to execution of Licensing Agreement, including the mail Web-based employee awareness-training program itself and it’s Web-based “Admin Center” feature, and acknowledges that said demo version represents and demonstrates the full breadth, scope, capabilities, and functionality of the CMC product/service to be licensed by Client.

Index

1. Essentials of Your Subscription
2. CMC Web Site Usage
3. Connection/Access Charges
4. Operation
5. Posting to the CMC Web Site
6. Links to Third-Party Sites
7. Installation/Equipment/Back-Up of Your System
8. Disclaimers/Limitation of Liability
9. Indemnification
10. Notices; Consent
11. General

1. Essentials of Your Subscription 1.1 You represent and warrant that you are at least 18 years of age and that you possess the legal right and ability to enter into this Agreement and to use the CMC Web Site in accordance with this Agreement. CMC reserves the right, in its sole discretion and at any time, with or without cause, to terminate or suspend your access to and use of the CMC Web Site or any part hereof, and to remove and discard any material posted by you hereon, for any reason whatsoever, including, without limitation, for lack of use or if CMC believes that you have violated or acted inconsistently with the letter or spirit of this Agreement; provided, however, that CMC will have no liability or responsibility for the performance or nonperformance of such activities. CMC may also, in its sole discretion and at any time, with or without cause, discontinue operation of the CMC Web Site, or any part hereof. Any such termination may be effected without any prior notice. Upon any such termination, CMC may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or to the CMC Web Site generally. Further, CMC shall not be liable to you or any third-party for any termination of your access to the CMC Web Site. Your CMC Web Site subscription is personal to you, you agree not to assign, transfer, resell or sublicense your rights as a subscriber unless specifically allowed by this Agreement.

1.2 You acknowledge that you are aware that some areas of the CMC Web Site and the Internet may contain material that is unsuitable for minors, and you agree to supervise usage by minors whom you permit to use your CMC Web Site account.

1.3 You acknowledge and agree that the party being billed for your CMC Web Site subscription (that is, the party who is responsible for the payment of and the executed licensing agreement associated with your account) has the right to terminate your subscriber account at any time, make changes to your subscriber account information, and to request receipt of usage information related to such accounts, upon CMC’s sole discretion.

2. CMC Web Site Usage 2.1 As a condition of your use of the CMC Web Site, you warrant to CMC that you will not use the CMC Web Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. The contents of the CMC Web Site are protected by copyright and other laws in both the United States and elsewhere. The contents of the CMC Web Site include both content owned or controlled by CMC and content owned or controlled by third parties and licensed to CMC. You agree that the CMC Web Site is provided to individuals only for personal, individual use only. You agree to use the CMC Web Site solely for personal, individual, single-copy use by you. Any unauthorized commercial use of the CMC Web Site, or the resale or any form of sharing of its information content or services, is expressly prohibited. You agree to abide by all applicable local, state, national, and international laws and regulations. You are solely responsible for all acts or omissions that occur under your account, including the content of these transmissions through the CMC Web Site. You agree not to modify, copy, distribute, transmit, translate, port, display, perform, reproduce, publish, license, create derivative works from, transfer, sell, or exploit for any commercial or educational purpose any information, information content, software, or services obtained from or through the CMC Web Site, CMC, and/or from or through the Other CMC Web Site-Related Entities. You agree not to electronically transmit anything from the CMC Web Site, including but not limited to any CMC Web Site information content, from one computer to another or over a network, including the Internet, in any unauthorized manner inconsistent with the terms and spirit of this Agreement. You agree not to assign this Agreement or any use of the CMC Web Site without the express written approval of CMC. You agree not to derive or attempt to derive or reverse engineer the source files, or structure of all or a portion of the CMC Web Site, including but not limited to its information content or any other part thereof, by reverse engineering, disassembly, decompilation, or any other means.

2.2 You agree not to do any of the following while being connected to the CMC Web Site:

Use simultaneous, unattended, or continuous connections to the CMC Web Site with one account without a subscription permitting such use (if available).
Defame, harass, abuse, threaten, stalk, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
Publish, distribute, post, or otherwise disseminate, or offer to do the same, any inappropriate, profane, defamatory, libelous, threatening, infringing, obscene, indecent, harmful, unlawful, or otherwise objectionable material or information.
Advertise or offer to sell or buy any goods or services for any non-personal purpose.
Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
Create a false identity for the purpose of misleading others as to the identity of the sender or the origin of a message.
Use, download, or otherwise copy, or provide (whether or not for a fee) to a person or entity that is not a registered/authorized CMC Web Site user any directory of CMC Web Site members or member organizations, and/or any CMC Web Site information content, or any other user or usage information or any portion of any of them.
Transmit or upload any material containing computer viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other harmful or deleterious programs, code, or other items/material.
Transmit or upload any material that contains software or other material protected by intellectual property laws, rights of privacy or publicity, or any other applicable law unless you own or control the rights thereto and have the legal right to do so or have received all necessary consents.
Interfere with or disrupt networks connected to the CMC Web Site or violate the regulations, policies, or procedures of such networks.
Attempt to gain unauthorized access to the CMC Web Site, CMC, or other CMC Web Site accounts or related accounts, or computer systems, servers, accounts, or networks in any way connected to or associated with the CMC Web Site or the Other CMC Web Site-Related Entities, through password mining, hacking, or by any other means.
Violate any applicable laws or regulations including, without limitation, laws regarding the transmission of technical data or software exported from the United States.
Interfere with another individual’s or entity’s use and enjoyment of the CMC Web Site or of similar services.
View, intercept, or attempt to intercept e-mail or other private communications not intended for you.
Violate any posted guidelines or codes relating to the use of the CMC Web Site.

Without limiting any of CMC’s rights to terminate your CMC Web Site subscription as described elsewhere in this Agreement, CMC may, without notice, terminate your CMC Web Site subscription for violation of any of the foregoing rules by any party utilizing your subscriber account.

2.3 CMC has no obligation to monitor anyone’s use of the CMC Web Site or retain the content of any user session. However, CMC reserves the right, at all times and without notice, to delete any content and to monitor, review, retain and/or disclose any content or other information in CMC’s possession, however obtained, about or related to you, your use of the CMC Web Site, or otherwise, as CMC deems necessary or useful to satisfy any applicable law, regulation, legal process, or governmental request.

2.4 When using the CMC Web Site you are subject to all the rules specified by the services and web sites you visit. This includes other CMC- and CMC Web Site-branded services and web sites, as well as services and web sites operated by third parties. If another party reports that you have violated their rules, you agree that CMC may take appropriate action just as if you had violated this Agreement.

2.5 You agree to promptly notify CMC if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your CMC Web Site user name, password or other information.

3. Connection/Access Charges CMC is not responsible for any financial charges of any kind that any User may incur to connect to and/or otherwise access or utilize the CMC Web Site.

4. Operation CMC reserves complete and sole discretion with respect to the operation of the CMC Web Site. CMC may, among other things: (a) make available to third parties information relating to the CMC Web Site and its subscribers and members; (b) automatically log off, delete, or cancel any accounts or subscriptions that are inactive or dormant for an extended period of time, as determined by CMC; and, (c) withdraw, suspend, change, or discontinue any functionality or feature of the CMC Web Site. You acknowledge and agree that CMC may automatically check the version of certain CMC Web Site-related software and components you are utilizing (including but not limited to “plug-ins”) and may provide offers to upgrade such software. You agree that CMC and/or the Other CMC Web Site-Related Entities are not responsible or liable for the loss, deletion, or failure to store or accept messages or other information. The use of any software that would prohibit the CMC Web Site’s automatic log off system or part thereof from performing as intended is prohibited.

5. Posting to the CMC Web Site CMC does not claim ownership of the materials you provide to CMC (including feedback and suggestions) or post, upload, input, or submit (“provide” or “providing”) to any CMC Web Site or its associated services (each a “Submission” and collectively called “Submissions”). However, by providing such Submission, you are granting CMC and/or the Other CMC Web Site-Related Entities permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat your Submission; and possibly to publish your name in connection with your Submission. No compensation will be paid with respect to the use of your Submission, as provided herein. CMC is under no obligation to post or use any Submission you may provide and CMC may remove any Submission at any time, in its sole discretion. By providing your Submission, you warrant and represent that you own or otherwise control all of the rights to your Submission including, without limitation, all the legal rights necessary for you to provide the Submissions.

6. Links To Third Party Sites THE LINKS INCLUDED WITHIN THE CMC WEB SITE AND/OR ITS RELATED WEB SITES MAY LET YOU LEAVE THE CMC WEB SITE AND VISIT THIRD PARTY SITES (“LINKED SITES”). THE LINKED SITES ARE NOT UNDER THE CONTROL OF CMC AND CMC IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. CMC IS NOT RESPONSIBLE FOR WEBCASTING OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY LINKED SITE. CMC IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY CMC OF THE LINKED SITE OR ANY ASSOCIATION WITH THEIR OPERATORS. YOU ARE RESPONSIBLE FOR VIEWING AND ABIDING BY THE PRIVACY STATEMENTS AND TERMS OF USE POSTED AT THE LINKED SITES. ANY DEALINGS WITH THIRD PARTIES (INCLUDING ADVERTISERS) INCLUDED WITHIN THE CMC WEB SITE OR PARTICIPATION IN PROMOTIONS, INCLUDING THE PURCHASE OF, DELIVERY OF, AND THE PAYMENT FOR GOODS AND SERVICES, AND ANY OTHER TERMS, CONDITIONS, WARRANTIES OR REPRESENTATIONS ASSOCIATED WITH SUCH DEALINGS OR PROMOTIONS, ARE SOLELY BETWEEN YOU AND THE ADVERTISER OR OTHER THIRD PARTY. CMC SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY PART OF ANY SUCH DEALINGS OR PROMOTIONS.

7. Installation/Equipment/Back-up Of Your Systems You are solely responsible for ensuring that all information and software embodied on your computer is stored or backed up appropriately as necessary, CMC, the Other CMC Web Site-Related Entities, and CMC-designated service providers shall have no liability whatsoever for any loss of software, data, or other information from your computer and/or computer network or for any modifications made to same including modifications or deletion of files.

Further, the license of our products/programs assumes no Client-specific IT/Internet issues that require additional technical, deployment-related modifications. Thus, any additional modifications, enhancements, or the like that may be required of Client’s computer system to enable its designated users to access and use Commonwealth Media’s external website and courseware shall be the sole responsibility of Client, at its sole expense. (Similarly, any costs/liability associated with the deployment of Product(s) on Client’s server(s) or workstations, if applicable, shall be Client’s sole responsibility.)

8. Disclaimers/Limitation Of Liability You specifically agree that CMC and the Other CMC Web Site-Related Entities shall not be responsible for unauthorized access to or alteration of your transmissions or data, any material or data sent or received or not sent or received, or any transactions entered into through or using the CMC Web Site. You specifically agree that CMC and the Other CMC Web Site-Related Entities are not responsible or liable for any act or omission of any third party including but not limited to any threatening, defamatory, obscene, offensive, or illegal content or conduct of any other party or any infringement of another’s rights, including intellectual property rights. You specifically agree that CMC and the Other CMC Web Site-Related Entities are not responsible for any content sent using and/or included in the CMC Web Site by you or any third party.

YOUR USE OF THE CMC WEB SITE, INCLUDING BUT NOT LIMITED TO ITS INFORMATION CONTENT AND SOFTWARE, PROVIDED BY CMC AND/OR THE OTHER CMC WEB SITE-RELATED ENTITIES IS AT YOUR OWN RISK. ALTHOUGH THE CMC WEB SITE AND ITS INFORMATION CONTENT ARE INTENDED TO BE EDUCATIONAL, TO THE MAXIMUM EXTENT PERMITTED BY LAW NEITHER CMC NOR THE OTHER CMC WEB SITE-RELATED ENTITIES MAKES ANY REPRESENTATIONS, WARRANTIES, OR GUARANTEES REGARDING ANY ASPECT, PART, OR CONTENT OF THE CMC WEB SITE, INCLUDING BUT NOT LIMITED TO THE ASSUMPTION THAT YOU OR ANY USER OF THE CMC WEB SITE WILL OBTAIN ANY PARTICULAR RESULT, INCLUDING, WITHOUT LIMITATION, MASTER ANY PARTICULAR SKILLS OR PASS ANY EXAMINATION, OR ACHIEVE ANY OTHER TANGIBLE OR INTANGIBLE RESULTS BASED UPON USE OF THE PRODUCTS, SERVICES, INFORMATION CONTENT, OR OTHER OFFERINGS ON THE CMC WEB SITE AND ITS INDIVIDUAL PROGRAMS/PRODUCTS. CMC AND THE OTHER CMC WEB SITE-RELATED ENTITIES MAKE NO REPRESENTATIONS WHATSOEVER ABOUT THE SUITABILITY, RELIABILITY, USABILITY, AVAILABILITY, TIMELINESS, COMPLETENESS, AND/OR ACCURACY OF THE CMC WEB SITE, INCLUDING BUT NOT LIMITED TO ITS INFORMATION CONTENT AND COMPUTER CODE, FOR ANY PURPOSE. THE CMC WEB SITE AND ALL RELATED EQUIPMENT, SOFTWARE, INFORMATION CONTENT, SERVICES, AND ALL OTHER CONTENT THEREOF ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITH ALL FAULTS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW. CMC AND THE OTHER CMC WEB SITE-RELATED ENTITIES, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES THAT ACCESS TO OR USE OF OR OPERATION OF THE CMC WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT YOU OR OTHER USERS WILL BE ABLE TO ACCESS THE CMC WEB SITE AT ANY TIME OR IN ANY GEOGRAPHIC AREA, OR THAT THE CMC WEB SITE, ITS SOFTWARE, SERVICES, INFORMATION CONTENT, OR RELATED EQUIPMENT OR SERVICES, WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY. CMC AND THE OTHER CMC WEB SITE-RELATED ENTITIES HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE CMC WEB SITE AND ALL RELATED SERVICES, SOFTWARE, INFORMATION CONTENT, AND EQUIPMENT, INCLUDING WITHOUT LIMITATION, DUTIES OR CONDITIONS OF MERCHANTABILITY; OF FITNESS FOR A PARTICULAR PURPOSE; OF ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTENT, SOFTWARE, RESPONSES, OR RESULTS, AND THE LIKE; OF WORKMANLIKE EFFORT; OF LACK OF COMPUTER VIRUSES, MALICIOUS CODE OR OTHER HARMFUL ITEMS; AND OF LACK OF NEGLIGENCE AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, TITLE, AND NON-INFRINGEMENT. IF YOUR USE OF THE CMC WEB SITE, INCLUDING BUT NOT LIMITED TO THE SOFTWARE OR COMPUTER CODE OR INFORMATION CONTENT THEREOF, RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, CMC AND THE OTHER CMC WEB SITE-RELATED ENTITIES ARE NOT RESPONSIBLE FOR THOSE OR ANY OTHER RELATED COSTS. SOME OF THE MATERIAL ON THE CMC WEB SITE IS PROVIDED BY THIRD PARTIES AND YOU AGREE THAT CMC AND/OR THE OTHER CMC WEB SITE-RELATED ENTITIES SHALL NOT BE HELD RESPONSIBLE FOR ANY SUCH THIRD PARTY MATERIAL.

IN NO EVENT SHALL CMC AND/OR THE OTHER CMC WEB SITE-RELATED ENTITIES BE LIABLE TO YOU, ANY USER, OR ANY OTHER THIRD-PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, LOSS OF DATA, OR LOSS OF PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE, CONTENT, OR PERFORMANCE OF THE CMC WEB SITE, INCLUDING BUT NOT LIMITED TO ANY CMC WEB SITE SOFTWARE OR INFORMATION CONTENT OR SERVICES OR RELATED EQUIPMENT OR RELATED WEB SITES; WITH THE DELAY OR INABILITY TO USE SAME; THE PROVISION OF OR FAILURE TO PROVIDE SERVICES; LOST, DAMAGED, OR DESTROYED E-MAIL OR THE FAILURE TO DELIVER ANY E-MAIL; OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH SAME OR OTHERWISE ARISING OUT OF THE USE OF THE CMC WEB SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE OR ANY OTHER LEGAL THEORY, EVEN IF CMC AND/OR THE OTHER CMC WEB SITE-RELATED ENTITIES IS OR HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. CMC’S AND/OR THE OTHER CMC WEB SITE-RELATED ENTITIES LIABILITY TO YOU FOR BREACH OF THIS AGREEMENT IS LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO CMC FOR ACCESS TO AND USE OF THE CMC WEB SITE. YOU HEREBY RELEASE CMC AND THE OTHER CMC WEB SITE-RELATED ENTITIES FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIMS IN EXCESS OF THIS LIMITATION. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE CMC WEB SITE, INCLUDING BUT NOT LIMITED TO ITS INFORMATION CONTENT OR SOFTWARE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO NOT SIGN UP FOR A CMC WEB SITE ACCOUNT OR TO TERMINATE YOUR CMC WEB SITE ACCOUNT.

9. Indemnification You agree to defend, indemnify, and hold harmless CMC and/or the Other CMC Web Site-Related Entities from and against any claim, action, demand, or damage, including costs and reasonable attorneys’ fees, asserted by any third party due to or arising out of your use of or conduct on the CMC Web Site. CMC shall notify you promptly of any claim for which CMC seeks indemnification and will afford you the opportunity to participate in the defense of such claim, suit, or proceeding, at your own expense, provided that your participation will not be conducted in a manner prejudicial to CMC’s interests, as reasonably determined by CMC.

10. Notices; Consent Notices given by CMC to you may be given by e-mail via the CMC Web Site, by a general posting on the CMC Web Site, or by postal mail. Notices given by you to CMC must be given by e-mail via the CMC Web Site (to info@commonwealthmedia.com) or by postal mail (to Commonwealth Media Corporation, Inc., Attention: Notices, 7 Winchelsea, Lincoln, MA, USA).

11. General 11.1 Except where prohibited by applicable law, this Agreement is governed by the laws of the Commonwealth of Massachusetts, USA, and you consent to the exclusive jurisdiction and venue of courts in Suffolk County, Massachusetts for all disputes arising out of or relating to your use of the CMC Web Site or your CMC Web Site subscription. Use of the CMC Web Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions including, without limitation, this paragraph. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

11.2 You acknowledge that no joint venture, partnership, employment, or agency relationship exists between you on the one hand, and CMC and/or the Other CMC Web Site-Related Entities on the other hand, as a result of your use of the CMC Web Site or your CMC Web Site subscription. You agree not to represent yourself to be a representative, agent, or employee of CMC and/or the Other CMC Web Site-Related Entities, and that CMC and/or the Other CMC Web Site-Related Entities will not be liable by reason of any representation, act, or omission to act by you.

11.3 CMC reserves the right to lawfully disclose any personal information about you or your use of the CMC Web Site, without your prior permission, if CMC has a good faith belief that such action is necessary to: (1) comply with governmental, court and law enforcement requests or requirements; (2) protect and defend the rights or property of CMC or its affiliated companies; (3) enforce this Agreement; or (4) act to protect the interests of its subscribers, members or others. CMC’s performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of CMC’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the CMC Web Site or information provided to or gathered by CMC with respect to such use.

11.4 It is understood that “standard customization services” (Standard Package) for our web-based e-learning products typically includes the initial incorporation, prior to start of license period, of a modified Client-customized graphical interface (“front-end”) for our standard Product and the standardized integration of Client’s select customized written applicable policies, procedures, and employee contact information (in the form of short text and/or public URL links to client-supported documents, to be supplied by Client to Commonwealth Media in electronic form) into the pre-designated client-customizable areas of the Product.

11.5 This Agreement constitutes the entire agreement between CMC and you with respect to the CMC Web Site, your use of the CMC Web Site (excluding the use of any software which may be subject to an end-user license agreement), and it supersedes all prior or contemporaneous communications and proposals, whether oral or written or electronic, between CMC and you with respect to the CMC Web Site.

11.6 CMC may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign this Agreement.

11.7 A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and CMC agree that any cause of action arising out of or related to the CMC Web Site must commence within one (1) year after the cause of action arises; otherwise, such cause of action is permanently barred. The section titles in the Agreement are solely used for the convenience of the parties and have no legal or contractual significance.

COPYRIGHT NOTICE: All original content of the CMC Web Site is Copyright Commonwealth Media Corporation, Inc. and/or its suppliers, c/o Commonwealth Media Corporation, Inc., 7 Winchelsea, Lincoln, MA, , USA. All rights reserved.

Any rights not expressly granted herein are reserved. Client shall not be permitted to distribute, resell, exploit, or otherwise make use of the licensed Commonwealth Media intellectual property and/or any resultant derivative works based upon or including said intellectual property outside of its own internal employee base, as expressly specified in an applicable License Agreement.

End of Standard Subscriber Terms of Use Agreement

NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Service Provider’s Designated Agent. See Notice and Procedure for Making Claims of Copyright Infringement.

(Updated: 12/18/2001, 3/7/2008, 10/10/2016, 3/26/2021)

Commonwealth Media Corporation, Inc. Boston

7 Winchelsea, Lincoln, MA 01773 Tel: (781) 259-0915