Atollon.com Service Agreement

THE FOLLOWING ATOLLON.COM SERVICE AGREEMENT (HEREINAFTER THE "AGREEMENT" IS BETWEEN YOU AND ATOLLON AND CONSTITUTES A LEGAL AGREEMENT THAT GOVERNS YOUR USE OF THE ATOLLON.COM ONLINE SERVICE. YOU MUST AGREE TO THIS AGREEMENT BEFORE YOU CAN USE THE SERVICE. YOU CAN AGREE TO THIS AGREEMENT BY: A) ACTUALLY USING THE SERVICE, OR B) CLICKING A BOX THAT INDICATES YOU AGREE TO THE SERVICE, WHERE SUCH A BOX IS MADE AVAILABLE TO YOU. IF YOU DO NOT AGREE TO ANY OF THE FOLLOWING TERMS, PLEASE DO NOT USE THE SERVICE. YOU SHOULD PRINT OR OTHERWISE SAVE A COPY OF THIS AGREEMENT FOR YOUR RECORDS. BY USING ATOLLON.COM, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF ATOLLON.COM ONLINE SERVICE, INCLUDING THE ACCOMPANYING COMPUTER SOFTWARE, ASSOCIATED MEDIA, PRINTED MATERIALS AND ANY ONLINE OR ELECTRONIC DOCUMENTATION (HEREINAFTER CALLED 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 ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE. YOU SHOULD PRINT OR OTHERWISE SAVE A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

Description of the Service

System Requirements

Use of the Service requires one or more compatible devices, certain software and Internet access with compatible ISP (broadband required for web applications); separate fees may apply. Your use of the Service may be affected by certain combinations of hardware, software and/or internet access. High speed internet access is strongly recommended. Any internet browser with Flash 10.1 or greater is required.

Changing the Service

Provider reserves the right to modify or stop the Service (or any part thereof), either temporarily or permanently, at any time or from time to time, with or without prior notice to you. Without limiting the foregoing, Provider may post on our website and/or send email to your atollon.com account, notice of such changes to the Service. It is your responsibility to review our website and/or check your atollon.com email address for any such notices. You agree that Provider shall not be liable to you or any third party for any modification or cessation of the Service.

Limitations on Use

You agree to use the Service only for purposes as permitted by this Agreement and any applicable law, regulation, or generally accepted practice in the applicable jurisdiction. Your atollon.com account is allocated certain levels of storage capacity as described in the atollon.com feature pages. Exceeding any applicable limitation of storage capacity will result in incremental annual charges. Provider reserves the right to modify these limitations on use at any time.

Your Use of the Service

Company Account

When you accept this Agreement and complete the atollon.com sign up process, your company becomes the atollon.com "Company Account" holder. Within your company account, you are eligible to purchase and add additional user accounts within your Company Account. You must create a separate user name for every Internal User Account you create. Your company is responsible for all activity that takes place on your Company Account and any associated User Accounts.

User Account

For each User Account, the administrator of the Company Account (atollon.com Manager) has full control over your User Account and may alter, close or end the User Account at any time (these accounts will be billed pro rata by month).

Account Security

Every new company account comes with a pre-assigned password. The administrator of the Company Account has full permissions to update this password at any time. Provider encourages the atollon.com Manager to do so after their first log in. Each individual User Account within a Company Account has the opportunity to update his or her password as well.

Always follow your company's security policy when setting a password. Please choose a strong password and do not reveal your password to others. You agree that you are responsible for keeping your password confidential and secure, and that you further understand that each individual user is solely responsible and liable for any activities that occur under their individual user names.

Responsiblity

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Provider immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Provider 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 Provider's user or provide false identity information to gain access to or use the Service.

Sign Up Obligations

You agree that all information you provide to Provider during the sign up process ("Sign Up Data") will be true, accurate, complete and current information, and that you shall maintain and update the Sign Up Data as needed throughout your term to keep it accurate and current. Failure to provide accurate, current and complete Sign Up Data may result in the suspension and/or termination of your account.

Additional Obligations

Particular components or features of the Service, provided by Provider and/or its licensors, may be subject to separate software or other license agreements or terms of use. You must read, accept, and agree to be bound by any such separate agreement as a condition of using these particular components or features of the Service.

No Conveyance

Nothing in this Agreement shall be construed to convey to you any interest, title, or license in a User Name, Company Account or similar resource used by you in connection with the Service.

Support Services

Individual Support Services are provided by Provider's partners. Individual Support Services may extend the support level provided to you. Provider does not guarantee other levels of services than mutually agreed between you and Provider.

Provider may provide you with support services related to the Software ("Support Services"), at its discretion. Use of Support Services, if any, is governed by Provider's policies and programs described in any users manual, in online documentation, and/or in other Provider's materials. Any supplemental Software code provided to you as a part of Support Services will be considered part of the Service and subject to the terms of this Agreement. With respect to technical information you provide to Provider as part of the Support Services, Provider may use such information for its business purposes, including for product support and development. Provider will not utilize such technical information in a form that personally identifies you except to the extent necessary to provide you with support unless the Provider receives your express permission to do so.

Due to the Software as a Service (Saas) distribution model, the Provider will occasionally provide updates, patches, fixes, maintenance, modifications, enhancements and new releases to the Software.

Intellectual Property & Security

Licenses & Intellectual Property

Provider 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 Provider and its licensors.

You may not access the Service if you are a direct competitor of Provider. 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 graphics of the Service. User licenses cannot 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 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.

Certain editions of the Service offer integration capabilities via an application programming interface, or API. The number of API calls you can make per account is limited as follows:

atollon.com Standard, Professiontal & Enterprise Edition: 1,000 requests/day/User (aggregated over all Users under the account), up to an aggregate maximum of 500,000 requests/day/account.

The Software provided when using the Service is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold.

Provider alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Provider's 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, Provider's technology or the Intellectual Property Rights owned by Provider. The atollon.com or atollon names, the atollon logo, and the product names associated with the Service are trademarks of Atollon Limited, UK or third parties, and no right or license is granted to use them.

Privacy & Security

Provider's privacy and security policies may be viewed at /legal/privacy. Provider reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Individual users (other than free users), when they initially log in, will be asked whether or not they wish to receive marketing and other non-critical Service-related communications from Provider 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. Free users may not have this option. Note that because the Service is a hosted, online application, Provider 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 Provider can disclose the fact that you are a paying customer and the edition of the Service that you are using.

Third Party Interactions

During 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. Provider and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Provider does not endorse any sites on the Internet that are linked through the Service. Provider provides these links to you only as a matter of convenience, and in no event shall Provider or its licensors be responsible for any content, products, or other materials on or available from such sites. Provider 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, 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.

Data Protection & Ownership

Provider 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 Provider, 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 Provider shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), Provider 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. Provider reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Provider shall have no obligation to maintain or forward any Customer Data.

Price & Payment

You subscribe to one of the selected pricing plans:

Team, Standard, Professional or Enterprise editions. Each plan provides you with access to limited number of internal or external users. Each individual within a company is internal user and must have a valid, monthly license subscription, paid at the beginning of that payment period (month, quarter or year).

You shall 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. The initial charges will be equal to the pricing plan selected. Add-ons may be sold on User basis and are calculated as current number of total User using Add-on licenses requested times the User license fee currently in effect. Data Consumption fees are charges for using the Service: Database and Binary Data Storage fees as well as Transferred Data fees. Payments must be made annually in advance unless otherwise mutually agreed upon in an Order Form or through the Aatollon.com Services Store. In case Data Consumption fees apply, they are payable after month-end billing period, based on issued bill by Provider. All payment obligations are noncancelable and all amounts paid are nonrefundable. You are responsible for paying for all User licenses, Add-ons ordered for the entire License Term, whether or not such User licenses are actively used. You must provide Provider with valid credit card or approved purchase order information as a condition to signing up for the Service. An authorized atollon.com Manager may add licenses by executing an additional written Order Form or using the ATOLLON.COM Services Store. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. Provider 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.

Billing & Renewal

Provider charges and collects in advance for use of the Service. Provider will automatically renew and bill your credit card or issue an invoice to you each year on the subsequent anniversary or as otherwise mutually agreed upon. The renewal charge will be the then-current used Edition plus value equal to the then-current number of total User licenses for Add-ons times the license fee in effect during the prior term, unless Provider 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. Provider'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 Irish taxes based solely on Provider's income.

You agree to provide Provider 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 and atollon.com Manager. 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, Provider reserves the right to terminate your access to the Service in addition to any other legal remedies.

Unless Provider in its discretion determines otherwise: (i) entities with headquarters and a majority of users resident in any European Union member state will be charged in EURO currency ("EU Customers"); (ii) 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"); (iii) 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 (iv) all other entities will be billed in Euros, U.S. dollars or local currency and be subject to either EU, U.S. or non-U.S. payment terms and pricing schemes at the discretion of Provider ("Non-EU/U.S./Japan Customers").

If you believe your bill is incorrect, 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.

Termination

Outstanding Payments & Suspension

In addition to any other rights granted to Provider herein, Provider 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 0.01% per day 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 User licenses during any period of suspension. If you or Provider initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Price and Payment section above. You agree that Provider may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

Provider reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Provider has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

Termination upon Expiration/Reduction in Number of Licenses

This Agreement commences on the Effective Date. During your Order, you select the subscription period, for which you undertake to use the Service. The Initial term starts after 30 days from ordering. First 30 days from Order are provided to you for free. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at Provider's then current fees. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. 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), Provider 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 Provider has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.

Termination for Cause

Any breach of your payment obligations or unauthorized use of the Provider's Software or Service will be deemed a material breach of this Agreement. Provider, 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, Provider may terminate a any free account at any time in its sole discretion. You agree and acknowledge that Provider 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.

Trademarks & Copyrights

The trademarks, service marks, brands, names, logos and designs ("Trademarks") of Provider or others used on atollon.com and in the Services are the property of Atollon Limited, UK or their respective owners. You may not remove or alter any Trademark. You may not use any trademark displayed on the Site or in the Services without the express prior written permission of Provider or the respective owner, and nothing contained on this Site grants by implication, waiver, estoppel or otherwise, any right to use such trademarks. All of the Materials appearing on this Site and in the Services, including but not limited to, text elements, site design, images and icons, as well as the selection, assembly and arrangement thereof, are the sole property of Atollon Limited, UK, unless otherwise specified. All rights not expressly granted herein are reserved. Except as otherwise required by applicable law, any reproduction, distribution, modification, retransmission or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner

Representation & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Provider 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 atollon.com 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.

Mutual Indemnification

You shall indemnify and hold Provider, 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 Provider (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 Provider of all liability and such settlement does not affect Provider's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.

Provider 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, an Irish 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 Provider of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Provider; provided that you (a) promptly give written notice of the claim to Provider; (b) give Provider sole control of the defense and settlement of the claim (provided that Provider may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Provider all available information and assistance; and (d) have not compromised or settled such claim. Provider shall have no indemnification obligation, and you shall indemnify Provider 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).

Disclaimer of Warranties

PROVIDER AND ITS SUPPLIERS PROVIDE THE SERVICE & CONNECTED SOFTWARE "AS IS" AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY (IF ANY) IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, OF QUIET ENJOYMENT, OR OF NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SERVICE & CONNECTED SOFTWARE IS WITH YOU.

Internet Shortages

PROVIDER'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. PROVIDER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE AND WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF LICENSOR OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF DAMAGES WILL BE EFFECTIVE EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Export Restrictions

You may not export, ship, transmit or re-export Software or use Services in violation of any applicable law or regulation including but not limited to Export Administration Regulations issued by the U. S. Department of Commerce, Switzerland or European Union.

Arbitration

Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force. The appointing authority shall be the Chairman for the time being of the Bar Council of Ireland. The number of arbitrators shall be one. The place of arbitration shall be Dublin, Ireland. The language to be used in the arbitral proceedings shall be English.

Severability

If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.

No Waiver

No waiver of any right under this Agreement will be deemed effective unless contained in writing signed by a duly authorized representative of the party against whom the waiver is to be asserted, and no waiver of any past or present right arising from any breach or failure to perform will be deemed to be a waiver of any future rights arising out of this Agreement.

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.

Notice

Provider may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in atollon.com account information, or by written communication sent by first class mail or pre-paid post to your address on record in atollon.com 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 Provider (such notice shall be deemed given when received by Provider) at any time by any of the following: letter sent by confirmed facsimile to Provider at the following fax numbers (whichever is appropriate): +420 222 310 599; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Provider at the following addresses (whichever is appropriate):

Atollon Ireland Limited
171 Lower Kimmage Road
Kimmage
Dublin 6W, Ireland

in either case, addressed to the attention of: Managing Director.

Modification to Terms

Provider 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.

Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of Provider but may be assigned without your consent by Provider 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 Provider directly or indirectly owning or controlling 50% or more of you shall entitle Provider to terminate this Agreement for cause immediately upon written notice.

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 ATOLLON.COM Services Store (Provider's online Services Store), and any materials available on the atollon.com website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Provider 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; "Initial Term" means the contract term, beginning on the contract start date and ending on the contract end date, specified on the applicable Order Form; "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; "atollon.com Manager(s)" means those Users designated by you who are authorized to purchase licenses online using the ATOLLON.COM Services Store or by executing written Order Forms and to create User accounts and otherwise administer your use of the Service; "License 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 licenses 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); "ATOLLON.COM Services Store" means Provider's online application that allows the atollon.com Manager designated by you to, among other things, add additional Users to the Service or change the pricing plan; "Provider" means collectively Atollo

n Ireland Limited, having its principal place of business at The Black Church, St Mary's Place, Dublin 7, Ireland; "Provider's technology" means all of Provider'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 Provider in providing the Service; "Service(s)" means the specific edition of Provider's online customer relationship management, billing, data analysis, or other corporate ERP services identified during the ordering process, developed, operated, and maintained by Provider, accessible via http://atollon.com or another designated web site or IP address, or ancillary online or offline products and services provided to you by Provider, to which you are being granted access under this Agreement, including the Provider's technology and the Content; "Internal 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 Provider at your request). "External User(s)" means any accounts / users marked as External in User Settings, having limited access to atollon.com features and functions. Provider is entitled, at any time, change scope of features provided to External Users.