RDG16 PORTAL TERMS & CONDITIONS OF SERVICE

Introduction

This online version of RDG16 (collectively, the “Services”) grants limited rights to use Research Data Group’s (“RDG”) intellectual property. The following Terms of Service ("TOS") governs your use of the Services (individually, "you" or the "Client" and collectively, the "Clients") and may not be changed by you. Please review the TOS to your satisfaction. We are not willing to proceed unless you accept the TOS.

License; Personal Use and Responsibility

Subject to this TOS, the Client is hereby granted a limited, nonexclusive and nontransferable license to access and use, part or all of this Service for non-commercial use. The Client is solely and strictly responsible for the use of the Services and the content of any transmissions using the Services by the Client, its affiliates and their respective directors, officers, employees and agents and every other person or entity which accesses the Services through the Client, directly or indirectly (each, a “User”). Notwithstanding the foregoing, resale or transfer of all or any portion of the Services, or any rights to use the Services, is strictly prohibited, except as authorized in writing by a duly authorized officer of RDG, and any attempt to do so shall be void and of no force and effect.

That, for and in consideration of the mutual promises and covenants hereinafter contained, the parties hereto agree as follows:

DEFINITIONS

“Authorized User” shall mean a full-time or part-time employee of ABCX whose responsibilities include the preparation, filing or review of HTML and XBRL documents and who has been provided his or her own unique user account by the RDG or the ABCX account administrator in order to access RDG16.

“Software” shall mean the RDG software application known as RDG16.com including its components, modules, design, user interface, documentation, release notes, and operating instructions.

“Licensed Product(s)” shall mean any individual component of RDG16 portal.

“SEC Filing” shall mean any HTML, XML or XBRL document correctly submitted in accordance with all final rules published by the Securities & Exchange Commission.

“Third Party” shall mean any person who is not a current employee of RDG.

“Upgrades” means all improvements to RDG16 that add to or alter the basic functions of RDG16 and that RDG offers generally to other users of RDG16.

Compliance with Law

The Client’s use of the Services shall at all times comply with United States, state, municipal, foreign and international statutes, laws, regulations, rules, conventions, pacts, standards, requirements, restrictions or orders (collectively, “Laws”) of any governmental or quasi-governmental department, commission, body, board, bureau, agency, authority, instrumentality, internet domain registry, court, tribunal or arbitral forum having jurisdiction (collectively, “Governmental Body”). Without limiting the foregoing, the Client expressly agrees that its use of the Services shall only be for lawful purposes, and the Client shall not engage in or permit transmission or storage of any information, data or material in contravention or other violation of any Laws.

The information on this site is designed to provide accurate and authoritative information in regard to the subject matter covered. It is published with the understanding that the publisher is not engaged in rendering legal, accounting or other professional services. If legal advice or other expert assistance is required, the services of a competent professional person should be sought.

The Client hereby acknowledges and agrees that (a) it has and shall have the sole responsibility hereunder to be aware of all existing Laws and of all new Laws and any amendments, changes, or interpretations of Law as any thereof may apply to its access to and use of the Services, (b) RDG has no obligation to notify or advise the Client with respect to any Laws, and (c) any suggestion or advice RDG may give with respect to Laws, or compliance therewith, shall be entirely gratuitous and without liability to RDG.

Intellectual Property Rights

The Client hereby represents and warrants to RDG that use of the Services by the Client shall not infringe the copyright, trademark, trade secret and other intellectual property rights of RDG or any person or entity.

Without limiting the foregoing, the Client hereby covenants and agrees that it will not do anything inconsistent with RDG’s intellectual property rights in and to the Services or in the RDG name or logo and, in particular, without limitation you will neither reverse engineer the Services to discover its underlying design or inner workings nor register or attempt to register the RDG name or the logo, or any similar name, with any Governmental Body in connection with services similar to the Services, or otherwise.

If Client infringes RDG’s intellectual property rights or exceeds the scope of permitted use of the TOS, Client hereby agrees that RDG will be irreparably injured and, in addition to its other rights and remedies, may obtain a court order to enjoin you from such actions.

Client and User Impact on Others

The following actions are defined as "system abuse" and are prohibited. The examples named in this list are non-exclusive, and are provided for guidance to Client only:

· The Client agrees not to use, or encourage or permit Users or other persons or entities which have access to the Service through the Client’s account to use RDG’s services in such a manner as would give rise to civil liability or for any illegal purposes.

· The Client also agrees that it will not use the Services, or permit Users or other persons or entities which have access to the Services through the Client’s account to use the Services, for any purposes leading to disruption of network equipment, network services or the users of those services.

Security

RDG will use fully authenticated secure socket layers (SSL) to provide secure communication and authentication between the ABCX and server application ensuring 256 bit encryption of ABCX data and passwords.

RDG shall maintain physical, electronic and procedural safeguards to ensure the security and confidentiality of ABCX’s information and protect against anticipated threats or hazards to or unauthorized access to or use of ABCX’s information. Without limiting the generality of the foregoing, RDG agrees to exercise commercially reasonable care to: (i) prevent any unauthorized person or entity from monitoring, gaining access to or learning the content or import of ABCX’s information; (ii) protect copies of ABCX’s information in such party’s possession from loss, corruption, or unauthorized alteration, use or disclosure; and (iii) prevent disclosure of passwords and other access control information to anyone other than such party’s authorized employees, contractors, representatives, or agents.

Right To Terminate this Agreement or Suspend Services due to Breach

Notwithstanding anything in this Agreement to the contrary, and upon providing notice to the Client, RDG has the right in its sole and absolute discretion to terminate User Access and this Agreement for any Client or User found to be in breach of any portion of this agreement. This may result in the shutdown and disconnection of Services. No termination fee or other liability shall be due or caused as a result of such termination, shutdown and disconnection.

Indemnification

Client hereby agrees to indemnify and hold harmless RDG, its affiliates and their respective directors, officers, employees, agents and independent contractors from and against any lawsuits, claims, loss, damages or liabilities including, without limitation, legal fees and expenses (collectively, “Loss”) (and all actions, suits or proceedings (collectively, “Actions”) in respect thereof) to which RDG may become subject involving or related to or arising out of the use of the Services by the Client, a User or another person or entity who has access to the Service through Client’s account including, without limitation, (a) any violation of this Agreement or Laws by the Client, a User or others who have access to the Service through Client’s account, (b) any system abuse or other use of the Service or the Internet and the placement or transmission of any message, information, software, or other materials on the internet by the Client, a User or by those who have access to the Service through Client’s account, and (c) any claim based upon the alleged infringement of intellectual property rights by Client, a User, or others who access the Service through Client’s account.

This section shall survive termination or earlier expiration of this Agreement or the Client’s account.

Force Majeure

Neither party shall be liable for any delay or failure in performance of any part of this Agreement to the extent such delay or failure is caused by an event of Force Majeure, including but not limited to, fire, flood, explosion, accident, war, act of terrorism, strike, embargo, governmental requirement, civil or military authority, Act of God, inability to secure materials, labor or transportation, acts or omissions of common carrier or warehouseman, failure of performance by third-party supplier, or any other causes beyond its reasonable control.

This section shall survive termination or earlier expiration of this Agreement or the Client’s account.

Conflict with Other Documents; Change of TOS; Amendment

This Agreement is the sole agreement between the parties concerning the matters contained herein and supercedes all previous agreements and understandings concerning the matters contained herein and which shall, upon the acceptance hereof by both parties, be void and of no further force and effect. RDG reserves the right to changes Services or these TOS at any time upon advance notice by posting to this site. This Agreement governs in case of conflict with any purchase order, invoice or any other agreement or document. No oral or written representations, warranties, agreements may be made contradicting, abridging or limiting this Agreement and no amendments or other changes may be made to this Agreement, except in a writing signed by a duly authorized officer of RDG and the Client, regardless of any course of conduct or trade practice between us, and any attempt to do so shall be void and of no force and effect.

Disclaimer of Warranties and Limitation of Liability and Remedies

CLIENT UNDERSTANDS AND AGREES THAT THE SERVICES, AND THE CONTENTS OBTAINED FROM IT, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. RDG HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM A PARTICULAR COURSE OF DEALING, WITH RESPECT TO THE SERVICES, ANY INFORMATION, DATA OR MATERIALS OBTAINED THROUGH THE SERVICES, OR THAT THE SERVICES WILL MEET THE CLIENT’S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, DEFECT, VIRUSES OR OTHER HARMFUL COMPONENTS. RDG DISCLAIMS AND EXCLUDES ANY REPRESENTATIONS OR WARRANTIES THAT THE SERVICES ARE COMPATIBLE WITH ANY COMBINATION OF SERVICES OR SOFTWARE NOT FURNISHED BY RDG WHICH THE CLIENT MAY CHOOSE TO UTILIZE WITH THE SERVICES, OR AS TO RESULTS THAT WILL BE OBTAINED BY THE USE OF THE SERVICES HEREUNDER.

NOTWITHSTANDING THE FOREGOING OR ANYTHING ELSE IN THIS AGREEMENT OR ANY OTHER RELATED AGREEMENT OR DOCUMENT TO THE CONTRARY, THE ENTIRE LIABILITY OF RDG TO CLIENT OR IN RESPECT OF ANY OTHER PERSON OR ENTITY FOR ANY AND ALL CLAIMS, LOSSES, DAMAGES, COSTS AND EXPENSES FROM ANY CAUSE OR REASON WHATSOEVER, REGARDLESS OF THE FORM OF CLAIM, ACTION SUIT, OR PROCEEDING OR THE THEORY OR BASIS OF LIABILITY, SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE AGGREGATE OF THE IMMEDIATELY PRECEDING THREE (3) MONTH’S FEE ACTUALLY PAID TO RDG. UNDER NO CIRCUMSTANCES WILL RDG BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF BUSINESS REPUTATION OR GOODWILL, OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FINES OR OTHER FEES PAYABLE TO A GOVERNMENT AGENCY OR REGULATORY AUTHORITY EVEN IF RDG HAS BEEN ADVISED OF THE POSSIBIILITY OF SUCH DAMAGES.

No action, suit or proceeding against either Party shall be commenced by the other Party more than one (1) year after Services are used which is the basis for such action, suit or proceeding, or more than one (1) year after expiration or earlier termination of this Agreement.

Governing Law and Forum; Collection Costs

This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard to its choice of law provisions. The parties hereby agree that the exclusive jurisdiction for all actions on claims hereunder or relating hereto shall be the state and/or federal courts located in San Francisco, California. The parties hereby irrevocably submit themselves to the jurisdiction of such courts for such purposes and waive any objections to such jurisdiction on the basis of forum non-conveniens, or otherwise. If RDG is required to enforce the TOS or its rights, you agree it is reasonable to send you legal notices and papers by electronic mail at your stated address.

RDG shall be entitled to recover from Client all of its defense costs including, without limitation, reasonable legal fees and expenses and court costs if you sue RDG with respect to this Agreement or the Services and don’t win.

This section shall survive termination or earlier expiration of this Agreement or the Client’s account.

The Client has read and understood the foregoing TOS. Client’s acceptance of the TOS entered in electronic form, or a hardcopy duplicate in good form, shall be considered an original document with authenticated signature entered into and performed in San Francisco County, California and admissible into evidence as full and unconditional agreement with the terms, conditions, disclaimers and limitations of liability and remedies set forth in the TOS. Any provision found by a court to be illegal or unenforceable shall automatically be deemed conformed to the minimum requirements of law, and it, with all other provisions, shall be given full force and effect. Waiver of a provision in one instance shall not preclude RDG’s enforcement of it on future occasions.

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