DaytaTree Subscription Agreement

DAYTATREE POLICY COMPLIANCE SERVICE TERMS OF USE

Version 3.0, May 20, 2007

By clicking the "I Accept" button displayed as part of the subscription process, you agree to the following terms and conditions (the "subscription agreement") governing your use of DaytaTree policy compliance service's online service, including all offline components such as tutorials and documentation (collectively, the "service"). If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms "you" or "your" shall refer to such company or legal entity. If you do not have such authority to agree on behalf of your organization, or if you do not agree with these terms and conditions, you must select the "I Decline" button and may not use the service.

Welcome

As part of the Service, DaytaTree Policy Compliance Service will provide you with use of the Service, including a Web browser interface and secure data encryption, transmission, access, dqta storage, and backup. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the DaytaTree Policy Compliance Service website incorporated by reference herein, including but not limited to DaytaTree Policy Compliance Service's privacy and security policies. For clarification and reference, a Definitions section is included at the end of this Agreement.

In addition, DaytaTree offers a limited period free trial of our Service with no further obligation, and this can be extended on request.

1. Privacy and Security Disclosure

DaytaTree Policy Compliance Service's privacy and security policies may be viewed at https://www.DaytaTree.com. DaytaTree Policy Compliance Service reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Individual users, when they initially log in, may be asked whether or not they wish to receive marketing and other non-critical Service-related communications from DaytaTree from time to time. They may opt out of receiving such communications at that time or at any subsequent time by changing their preference under Personal Setup. Note that because the Service is a hosted, online application, DaytaTree Policy Compliance Service occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service. If you become a paying customer of the Service, you agree that DaytaTree Policy Compliance Service can disclose the fact that you are a paying customer in its customer list.

2. Subscription Grant and Restrictions

DaytaTree Policy Compliance Service hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by DaytaTree Policy Compliance Service and its licensors.

You may not access the Service if you are a direct competitor of DaytaTree Policy Compliance Service, except with DaytaTree Policy Compliance Service's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions, or graphic images of the Service. Customer Test Packs can not be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.

You may use the DaytaTree Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents, or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

3. Your Responsibilities as a DaytaTree Service User

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national, and applicable foreign laws, treaties, and regulations in connection with your use of the Service, including all laws related to data privacy, international communications, and the transmission of technical or personal data.

You shall: (i) notify DaytaTree Policy Compliance Service immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to DaytaTree Policy Compliance Service immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another DaytaTree Policy Compliance Service user or provide false identity information to gain access to or use the Service.

4. Account Information and Data

DaytaTree Policy Compliance Service does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not DaytaTree Policy Compliance Service, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and DaytaTree Policy Compliance Service shall not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any Customer or user data.

In the event this Agreement is terminated (other than by reason of your breach), DaytaTree Policy Compliance Service will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. DaytaTree Policy Compliance Service reserves the right to withhold, remove and/or discard service user data without notice for any breach. DaytaTree may also offer a data retention service at a reasonable cost. Upon termination for cause, your right to access or use Customer Data immediately ceases, and DaytaTree Policy Compliance Service shall have no obligation to maintain or forward any Customer Data.

5. Intellectual Property Ownership

DaytaTree Policy Compliance Service alone (and its licensors, where applicable) shall own all right, title, and interest, including all related Intellectual Property Rights, in and to the DaytaTree Policy Compliance Service Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the DaytaTree Policy Compliance Service Technology or the Intellectual Property Rights owned by DaytaTree Policy Compliance Service. The DaytaTree Policy Compliance Service name, the DaytaTree Policy Compliance Service logo, and the product names associated with the Service are trademarks of DaytaTree Policy Compliance Service or third parties, and no right or license is granted to use them.

6. Third Party Interactions

During use of the DaytaTree Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties, or representations associated with such activity are solely between you and the applicable third-party. DaytaTree Policy Compliance Service and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase, or promotion between you and any such third-party. DaytaTree Policy Compliance Service does not endorse any sites on the Internet that may be linked through the Service. DaytaTree Policy Compliance Service provides these links to you only as a matter of convenience, and in no event shall DaytaTree Policy Compliance Service or its licensors be responsible for any content, products, or other materials on or available from such sites. DaytaTree Policy Compliance Service provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software to the core DaytaTree service, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware, or services.

7. Charges and Payment of Fees

The DaytaTree Policy Compliance Service product is priced in batches of tests called Test Packs. Test Packs must be purchased in advance of use.

Our preferred payment method is via a secure third-party online payment system. It is possible to arrange payment via bank/wire transfer for customers who wish to purchase larger Test Packs.

You must provide DaytaTree Policy Compliance Service with a valid credit card or Paypal transfer in order to purchase Test Packs. An authorized Test Pack Administrator may add Test Packs by using the Online Payment System. DaytaTree Policy Compliance Service reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party. Test Packs are generally not transferable to other customers, except with the written consent of DaytaTree customer service team.

Our service pricing model is:

Tests paid for in advance never lapse. This means that customers are free to take advantage of volume discounts without restrictions.

8. Billing and Renewal

DaytaTree Policy Compliance Service charges and collects in advance for use of the Service. For customer convenience, DaytaTree Policy Compliance Service will remind customers when their Test Pack credits are running low. Customers can alternatively elect to set up customized automatic reminders when their remaining test credits falls below a predefined level. DaytaTree Policy Compliance Service has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. DaytaTree Policy Compliance Service's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on DaytaTree Policy Compliance Service's income.

9. Termination upon Expiration/Reduction in Number of Test Packs

This Agreement commences on the Effective Date. The subscription term is open ended and therefore continues while You have Test Credits on your account.

In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), DaytaTree Policy Compliance Service will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that DaytaTree Policy Compliance Service has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.

10. Termination for Cause

Any breach of your payment obligations or unauthorized use of the DaytaTree Policy Compliance Service Technology or Service will be deemed a material breach of this Agreement. DaytaTree Policy Compliance Service, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, DaytaTree Policy Compliance Service may terminate a free account at any time in its sole discretion. You agree and acknowledge that DaytaTree Policy Compliance Service has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

11. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this legal Agreement. DaytaTree Policy Compliance Service represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online DaytaTree Policy Compliance Service help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

12. Mutual Indemnification

You shall indemnify and hold DaytaTree Policy Compliance Service, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that DaytaTree Policy Compliance Service (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release DaytaTree Policy Compliance Service of all liability and such settlement does not affect DaytaTree Policy Compliance Service's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.

DaytaTree Policy Compliance Service shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by DaytaTree Policy Compliance Service of its representations or warranties; or (iii) a claim arising from breach of this Agreement by DaytaTree Policy Compliance Service; provided that you (a) promptly give written notice of the claim to DaytaTree Policy Compliance Service; (b) give DaytaTree Policy Compliance Service sole control of the defense and settlement of the claim (provided that DaytaTree Policy Compliance Service may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to DaytaTree Policy Compliance Service all available information and assistance; and (d) have not compromised or settled such claim. DaytaTree Policy Compliance Service shall have no indemnification obligation, and you shall indemnify DaytaTree Policy Compliance Service pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).

13. Disclaimer of Warranties

guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the service or any content. DaytaTree policy compliance service and its licensors do not represent or warrant that (a) the use of the service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) the service will meet your requirements or expectations, (c) any stored data will be accurate or reliable, (d) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your requirements or expectations, (e) errors or defects will be corrected, or (f) the service or the server(s) that make the service available are free of viruses or other harmful components. The DaytaTree service, and all content are provided to you strictly on an "as is" basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by DaytaTree policy compliance service and its licensors.

14. Internet Delays

DaytaTree policy compliance service's services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. DaytaTree policy compliance service is not responsible for any delays, delivery failures, or other damage resulting from such problems.

15. Limitation of Liability

In no event shall either party's aggregate liability exceed the amounts actually paid by and/or due from you in the twelve (12) month period immediately preceding the event giving rise to such claim. in no event shall either party and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use, or other economic advantage) arising out of, or in any way connected with this service, including but not limited to the use or inability to use the DaytaTree service, or for any content obtained from or through the service, any interruption, inaccuracy, error or omission, regardless of cause in the content, even if the party from which damages are being sought or such party's licensors have been previously advised of the possibility of such damages.

16. Additional Rights

Certain states and/or legal jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential, or certain other types of damages, so the exclusions set forth above may not apply to you.

17. Local Laws and Export Control

This site provides services and uses software and technology that may be subject to United States (or European Union) export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the European Union. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

The DaytaTree service may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000

DaytaTree Policy Compliance Service and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the DaytaTree Content contrary to United States or European Union (including European Union Member States) law is prohibited.

18. Notice

DaytaTree Policy Compliance Service may give notice by means of a general notice on the Service; electronic mail to your e-mail address on record in DaytaTree Policy Compliance Service's account information, or by written communication sent by first class mail or pre-paid post to your address on record in DaytaTree Policy Compliance Service's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to DaytaTree Policy Compliance Service (such notice shall be deemed given when received by DaytaTree Policy Compliance Service) at any time by any of the following: letter sent by confirmed facsimile to DaytaTree Policy Compliance Service at the following fax numbers (whichever is appropriate): (617 444 8405 ) (for U.S. Customers) or +353 1 01-404 2753 (for Non-U.S.); letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to DaytaTree Policy Compliance Service at the following addresses (whichever is appropriate): DaytaTree, 245 First Street, Riverview II, 18th Floor, Cambridge, Massachusetts 02142, United States or DaytaTree, The Synergy Centre, ITT Dublin, Tallaght, Dublin 24, Ireland addressed to the attention of: Chief Executive Officer.

19. Modification to Terms

DaytaTree Policy Compliance Service reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

20. Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of DaytaTree Policy Compliance Service but may be assigned without your consent by DaytaTree Policy Compliance Service to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of DaytaTree Policy Compliance Service directly or indirectly owning or controlling 50% or more of you shall entitle DaytaTree Policy Compliance Service to terminate this Agreement for cause immediately upon written notice.

21. General

With respect to United States customers, this Agreement shall be governed by Massachusetts law and controlling United States federal law without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts in Massachusetts, USA. With respect to Non-United States, this Agreement shall be governed by the laws of Irish or European law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the DaytaTree Service shall be subject to the exclusive jurisdiction of the courts of Ireland.

No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement between you and the DaytaTree Service. If any provision of this Agreement is held by a court in the competent jurisdiction to be invalid or unenforceable, then such provision(s) and only such provision(s)shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and DaytaTree Policy Compliance Service as a result of this agreement or use of the Service. The failure of DaytaTree Policy Compliance Service to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by DaytaTree Policy Compliance Service in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and DaytaTree Policy Compliance Service and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

22. Definitions

As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means these online terms of use, any Order Forms, whether written or submitted online via the Payment System, and any materials available on the DaytaTree Policy Compliance Service Web site specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by DaytaTree from time to time in its sole discretion; "Content" means the audio and visual information, documents, software, products, and services contained or made available to you in the course of using the Service; "Customer Data" means any data, information, or material provided or submitted by you to the Service in the course of using the Service; "Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service; "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "License Administrator(s)" means those Users designated by you who are authorized to purchase Test Packs online using the Online Order Center or by executing written Order Forms and to create User accounts and otherwise administer your use of the Service; "Subscription Term(s)" means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s); "Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of Test Packs and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); "Online Order Center" means DaytaTree Policy Compliance Service's online application that allows the License Administrator designated by you to, among other things, add additional Users to the Service; "DaytaTree Policy Compliance Service" means collectively the service provided by Strategic Health Solutions Ltd., an Irish corporation, having its principal place of business at The Synergy Centre, Tallaght, Dublin 24, Ireland; "DaytaTree Policy Compliance Service" means all of DaytaTree Policy Compliance Service's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by DaytaTree Policy Compliance Service in providing the Service; "Service(s)" means the specific edition of DaytaTree Policy Compliance Service's online customer relationship management, billing, data analysis, or other corporate ERP services identified during the ordering process, developed, operated, and maintained by DaytaTree Policy Compliance Service, accessible via https://www.daytatree.com/ or another designated web site or IP address, or ancillary online or offline products and services provided to you by DaytaTree Policy Compliance Service, to which you are being granted access under this Agreement, including the DaytaTree technology and the Content; "User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by DaytaTree Policy Compliance Service at your request).

Questions or Additional Information:

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to licensing@DaytaTree.com.

This agreement is available in document format (PDF): DaytaTree Subscription Agreement.