EM3 Systems Inc. TeamSync TERMS OF USE -------------------------------------------------------------------------- IMPORTANT. PLEASE READ. BY CLICKING THE "I agree to the terms of service" BUTTON OF THIS EM3 SYSTEMS INC ("EM3 SYSTEMS") SERVICE AGREEMENT (THE "AGREEMENT"), YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY TO THE TERMS GOVERNING THE USE OF EM3 SYSTEMS On-line SERVICE (THE "SERVICE"). THE TERM "YOU" REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, THAT REGISTERS FOR OR USES THE SERVICE. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE. EM3 SYSTEMS SERVICE is made up of Web Sites and Web pages operated by EM3 SYSTEMS and of various products offered by EM3 SYSTEMS. These Web sites, Web pages, products and services will be collectively referred to in this Agreement as "SERVICE", "MYTEAMSYNC", "www.myteamsync.com" or "TEAMSYNC." "You" means You, Your company, Your employees, and anyone who has access to use Your SERVICE account. You must be at least eighteen (18) years of age to subscribe to and use any EM3 SYSTEMS service or product. As part of the Service, EM3 Systems Inc will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement. Charges and Payment of Fees ------------------------------------------ You will pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. You must provide EM3 SYSTEMS with valid credit card or purchase order information as a condition to signing up for the Service. You must also report and pay any applicable taxes to the appropriate governmental agency. Purchase orders may be subject to credit approval. EM3 SYSTEMS charges and collects in advance for use of the Service. EM3 SYSTEMS will automatically renew and bill your credit card or issue an invoice to you as follows: (a) every month for monthly licenses, (b) every quarter for quarterly licenses, (c) upon the commencement of the initial term and then at each subsequent anniversary for annual licenses, or (d) quarterly or annually for annual subscriptions. The renewal charge will be equal to the then-current number of total licenses times the then-current license fee in effect at the time of renewal. Licenses added or subtracted during a billing period will be billed on a pro rata basis. Charges will be based on the number of licenses contracted for, whether or not such licenses are actively used. Fees for other services will be charged on an as-quoted basis. EM3 SYSTEMS reserves the right to change the fees, applicable charges and usage policies 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. For credit card payers, invoices will be generated at the start of a license or billing period and your credit card will be charged simultaneously. If paying by other means, invoices will be generated at the start of a license or billing period and approximately one month in advance of the start of any renewal or subsequent billing period and shall be due within 30 days. Your account will be considered delinquent (in arrears) if payment in full is not received by the license or billing period start date.You agree to provide EM3 SYSTEMS with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, EM3 SYSTEMS reserves the right to terminate your access to the Service in addition to any other legal remedies.Unless EM3 SYSTEMS in its discretion determines otherwise: (i) entities with headquarters and a majority of users resident in the United States will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes ("U.S. Customers"); (ii) entities with headquarters and a majority of users resident in Japan will be billed in Japanese yen and subject to Japanese payment terms and pricing schemes ("Japanese Customers"); and (iii) all other entities will be billed in U.S. dollars, Euros or local currency and be subject to either U.S. or non-U.S. payment terms and pricing schemes at the discretion of EM3 SYSTEMS ("Non-U.S./Japan Customers").If you believe that you have been incorrectly billed by EM3 SYSTEMS, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. Non-Payment ------------------- In addition to any other rights granted to EM3 SYSTEMS herein, EM3 SYSTEMS reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for your licenses during any period of suspension. If you or EM3 SYSTEMS initiate termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that EM3 SYSTEMS may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. Non-Transferable License ------------------------------------- EM3 SYSTEMS grants to you a personal, non-exclusive, non-transferable license to use and display the audio and visual information, documents, products and software contained in or made available through the Service (the "Content") solely for your own internal business purposes. All rights not expressly granted herein by EM3 SYSTEMS to you are reserved by EM3 SYSTEMS and/or its licensors. Restrictions --------------------- You are permitted to store, manipulate, analyze, reformat, print, and display the Content only for your internal business use. Unauthorized use, resale or commercial exploitation of the Service and/or the Content in any way is expressly prohibited. You shall not copy, license, sell, transfer, make available, distribute, or assign this license or the Content to any third party. You shall not create Internet "links" to the Service or "frame" or "mirror" any Content contained on, or accessible from, the Service on any other server or Internet-based device. You are advised to consult with your broker or other financial representative to verify pricing information prior to the execution of any security trade based upon the Content. Third Party Interaction ------------------------------------- In your use of the 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, is solely between you and the applicable third-party. EM3 SYSTEMS and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Links to Third Party Sites ------------------------------------------- EM3 SYSTEMS does not endorse any sites on the Internet which are linked through the Service. EM3 SYSTEMS is providing these links to you only as a matter of convenience, and in no event shall EM3 SYSTEMS or its licensors be responsible for any content, products, or other materials on or available from such sites. Advertising -------------------- EM3 SYSTEMS may show third party advertising on free or trial accounts. Those advertisements may refere to EM3 Systems affiliates or may be paid advertising from third party vendors. Paid subscriptions will not contain any third party advertising. User Accounts ---------------------------- A user account is required to access the Service and may be accessed and used only by those authorized individuals who are registered with the EM3 SYSTEMS SERVICE. To open a user account, you or your company must complete the registration process by providing EM3 SYSTEMS with current, complete and accurate information as prompted by the registration form. In registering for the Service, you and your company's users agree to submit accurate, current and complete information about you and your organization, and promptly update such information. Should EM3 SYSTEMS suspect that such information is untrue, inaccurate, not current or incomplete, EM3 SYSTEMS has the right to suspend or terminate your use of the Service. You must choose a personal, non-transferable password. User Responsibilities --------------------------------- You are solely responsible for any and all activities that occur under your account and ensuring that you exit or log-off from your account at the end of each session of use. You shall notify EM3 SYSTEMS immediately of any unauthorized use of your password or account or any other breach of security that is known or suspected by you. You shall also use your best efforts to stop immediately any copying or distribution of Content that is known or suspected by you. EM3 SYSTEMS and its licensors shall not be responsible for (i) any unauthorized access to, or alteration of, your transmissions or data, or any material, information or data sent or received, regardless of whether the data is actually received by EM3 SYSTEMS, (ii) any transactions entered into through the Service, or (iii) any failure by you to abide by this Agreement. Account Information and Data --------------------------------------------------- EM3 SYSTEMS does not own any data, information or material that you submit to the Service ("Data"), unless we specifically tell you otherwise before you submit it. EM3 SYSTEMS will not monitor, edit, or disclose any information regarding you or your account, including any Data, without your prior permission except in accordance with this Agreement or as may be required by law. Please be aware that EM3 SYSTEMS does provide certain user registration and statistical information such as usage or user traffic patterns in aggregate form to third parties, but such information will not include personally identifying information and your IP address will not be transmitted with messages sent from your EM3 SYSTEMS account. EM3 SYSTEMS may access your account, including its Data, to respond to service or technical problems or as stated in this Agreement. You, not EM3 SYSTEMS, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Data, and EM3 SYSTEMS and its licensors shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data. Use, Storage and Other Limitations -------------------------------------------------------- EM3 SYSTEMS reserves the right to establish or modify general practices and limits concerning use of the Service, including without limitation the maximum number of days that Content will be retained by the Service and the maximum disk space that will be allotted on EM3 SYSTEMS's servers on your behalf. The current maximum disk storage space provided at no additional charge is 10 MB per concurrent license. If the amount of disk storage required exceeds this limit, you will be charged one additional license fee at the then-current price for each 10 MB of additional storage (or portion thereof). EM3 SYSTEMS will use reasonable efforts to notify you when the average storage used per license reaches approximately 90% of the current maximum but you will be responsible for any additional storage charges regardless. This storage limit is not inclusive of the Library Storage amount as this is charged separately. Availability -------------------------- EM3 SYSTEMS will use reasonable efforts to make the Service available 24 x 7 (twenty-four hours per day, seven days per week), except for planned maintenance periods. EM3 SYSTEMS reserves the right to perform maintenance of the Service as needed. EM3 SYSTEMS will use reasonable efforts to limit any unavailability of the Service due to maintenance to non-business hours and to give at least 24 hours notice of any such unavailability. User Conduct ----------------------- You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with the Service. In addition, without limitation, you agree not to use the Service or information from the Service to: (a) send unsolicited or unauthorized email, advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (b) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (c) transmit through or post on the Service unlawful, immoral, libelous, abusive, harassing, tortious, defamatory, threatening, harmful, invasive of another's privacy, vulgar, obscene or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; (d) transmit any material that may infringe the intellectual property rights or other proprietary rights of third parties, including trademark, copyright or right of publicity; (e) transmit any material that contains software viruses or other harmful or deleterious computer code, files or programs such as trojan horses, worms, time bombs or cancelbots; (f) interfere with or disrupt the integrity of any data or computer-based information or any servers or networks connected to the Service or violate the regulations, policies or procedures of such networks; (g) attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means; or (h) harass or interfere with another user's use and enjoyment of the Service. Termination/Reduction in Service Level ----------------------------------------------------------------------- For monthly, quarterly or annual licenses, this Agreement is automatically renewable monthly, quarterly or annually, respectively, unless either party requests termination or a change in service level prior to the commencement of the next period. Either party may terminate this Agreement or reduce the level of service by notifying the other party in writing at least one month in advance of the termination date. You will be billed for the period from the date you initiate the termination/reduction up to and including the date one month following the date you initiated the termination/reduction at the service level prior to such termination/reduction. Upon termination/reduction, you will be granted a refund of any prepaid charges applicable to the period starting one month after our receipt of your written notice of the termination/reduction. For annual subscriptions, this Agreement commences upon the Start Date (as set forth in the Order Form), is non-cancelable, and, unless terminated for cause by EM3 SYSTEMS as set forth below, continues for the Initial Term set forth in the Order Form. This Agreement then will automatically renew for subsequent one (1) year terms at EM3 SYSTEMS's then-current fees unless one party provides the other with written notice of its intent not to renew at least thirty (30) days prior to the end of the then-current term. Termination for Cause ------------------------------------------ Any unauthorized access, use, copying, disclosure, distribution, or sublicensing by you or with your aid or consent of the Service or Content or any related methods, algorithms, techniques, or processes will be deemed a material breach of this Agreement. EM3 SYSTEMS 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, EM3 SYSTEMS may terminate a free account if you do not first log on within 30 days after registration or if 90 days have passed since you last logged on. Data Rights ------------------------ EM3 SYSTEMS reserves the right to withhold, remove and/or discard Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Data immediately ceases, and EM3 SYSTEMS shall have no obligation to maintain any Data stored in your account or to forward any Data to you or any third party.In the event that you terminate this Agreement (other than by reason of your breach), EM3 SYSTEMS will make available to you a file of your Data within 45 days of termination if you so request at the time of your notification of termination. Privacy Policy. Please review carefully the EM3 SYSTEMS privacy policy. Links to this policy can be found on the bottom of most EM3 Systems web pages. EM3 SYSTEMS reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Paid accounts (other than free or trial accounts ), when they are initially created, will be asked whether or not they wish to receive marketing and other non-critical Service-related communications from EM3 SYSTEMS from time to time. They may opt out of receiving such communications at that time or at any subsequent time by emailing EM3 Systems Inc at support@myteamsync.com. Free or trial accounts will not have the option of opting out until they change to becoming paid subscription accounts. Note that because the Service is a hosted, online application, EM3 Systems Inc may occasionally 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. Cookies ----------------- Cookies are files that your web browser places on your computer's hard drive and are used to tell us whether you have visited the Service previously. EM3 SYSTEMS uses a persistent cookie to help save and retrieve usernames used on the Service. EM3 SYSTEMS issues a session cookie only to record encrypted authentication information for the duration of a specific session. The session cookie does not include the username or password of the user. Proprietary Rights --------------------------------- Except for the licenses granted herein, you have no right, title or interest in or to EM3 SYSTEMS, the Service or any Content of EM3 SYSTEMS or its licensors, including, without limitation, documentation, stories, articles, text, images, and other multimedia data and all such right, title and interest shall remain exclusively with EM3 SYSTEMS and its licensors, as applicable. EM3 SYSTEMS and/or other EM3 SYSTEMS products and services referenced herein are either trademarks or registered trademarks of EM3 SYSTEMS. The names of other companies and products mentioned herein may be the trademarks of their respective owners. Mutual Indemnification -------------------------------------- You shall indemnify and hold EM3 SYSTEMS, 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 any unauthorized or improper use of the Service or Content or any breach of this Agreement by you.EM3 SYSTEMS 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 your proper and authorized use of the Service or Content. Warranties ------------------------ (a) EM3 SYSTEMS WARRANTS THAT THE SERVICE PROVIDED WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH THE FUNCTIONS DESCRIBED IN THE ONLINE EM3 SYSTEMS HELP DOCUMENTATION UNDER NORMAL USE AND CIRCUMSTANCES.(b) EXCEPT AS PROVIDED IN SUBSECTION (a) ABOVE:(I) EM3 SYSTEMS AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT;(II) EM3 SYSTEMS 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;(III) THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS; AND (IV) 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 EM3 SYSTEMS AND ITS LICENSORS. 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 SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, 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. IN NO EVENT SHALL EITHER PARTY'S LICENSORS BE LIABLE TO ANYONE FOR ANY DIRECT DAMAGES OF ANY TYPE OR KIND (INCLUDING LOST PROFITS) OR FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), ARISING UNDER THIS AGREEMENT OR FROM PERFORMANCE THEREUNDER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, WHETHER OR NOT THEY HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT SUCH DAMAGES MIGHT BE INCURRED, OR FOR ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, IN THE CONTENT. Additional Rights ------------------------------ Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you. Local Laws and Export Control ----------------------------------------------------- This site provides services and uses software and technology that may be subject to United States 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 Afghanistan, Burma, Cuba, Iraq, Iran, Libya, Sudan, or any other countries 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 this site, User represents and warrants that it is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. User agrees to comply strictly with all U.S. and European Union export laws and assumes sole responsibility for obtaining licenses to export or re-export as may be required.This site 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. 1334/2000EM3 SYSTEMS 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 Content contrary to United States or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States Government or appropriate European body for such purposes. Submissions ------------------------- EM3 SYSTEMS alone will own all right, title and interest, including all related intellectual property rights, to any suggestions, ideas, feedback, recommendations, or other information provided by you relating to the Service ("Submissions") and you agree to assign such Submissions to EM3 SYSTEMS free of charge. EM3 SYSTEMS may use such Submissions as it deems appropriate in its sole discretion. Notice ---------------- EM3 SYSTEMS may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in EM3 SYSTEMS's account information, or by written communication sent by first class mail or pre-paid post to your address on record in EM3 SYSTEMS'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 EM3 SYSTEMS (such notice shall be deemed given when received by EM3 SYSTEMS) at any time by any of the following: letter sent by confirmed facsimile to EM3 SYSTEMS at the following fax number: 413-751-0828 ; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to EM3 SYSTEMS at the following addresses : EM3 SYSTEMS, 10946 South Conestoga Drive, Spanish Fork, UT 84660, USA. Modification to Terms ----------------------------------- EM3 SYSTEMS reserves the right to change the terms and conditions of this Agreement or its policies relating to the Service at any time and shall notify you by posting 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. Assignability ------------------------ This Agreement may not be assigned by you without the prior written approval of EM3 SYSTEMS but may be assigned by EM3 SYSTEMS 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. Beneficiaries ----------------------- The rights and limitations in this Agreement are also for the benefit of EM3 SYSTEMS's licensors each of whom shall have the right to enforce its rights hereunder directly and on its own behalf. General. With respect to U.S. Customers, this Agreement shall be governed by DELAWARE 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 located in DELAWARE. With respect to Non-U.S./Japan Customers, this Agreement shall be governed by the laws of Ireland, 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 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. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then 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 EM3 SYSTEMS as a result of this agreement or use of the Service. The failure of EM3 SYSTEMS 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 EM3 SYSTEMS in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and EM3 SYSTEMS and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Copyright 2000-2006, EM3 SYSTEMS, Inc. . All rights reserved. QUESTIONS OR ADDITIONAL INFORMATION. If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@em3systems.com or support@myteamsync.com.