General Terms

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EXCEPT AS MAY ARISE UNDER YOUR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY(NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY’S RIGHTS) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA, ARISING OUT OF THIS AGREEMENT, REGARDLESS OF WHETHER THE LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR KENW OF THE POSSIBLITY THEREOF. IN ANY EVENT EXCEPT FOR YOUR INDEMNIFICATION OBLIGATIONS, EACH PARTY’S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER THE CAUSE OF ACTION ARISES IN CONTRACT, TORT OR OTHERWISE SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CLIENT TO CORPORATE MARKETING TEAM, INC. HEREUNDER.

NEITHER CORPORATE MARKETING TEAM, INC. AND NOR ITS LICENSORS MAKES NO AND EXPRESSLY DISCLAIMS ANY, WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OR OTHERWISE WITH RESPECT TO ITS SERVICES, OR CONTENT, OR THE FUNCTIONALITY, PERFORMANCE, OR RESULTS OF USE THEREOF.

CORPORATE MARKETING TEAM, INC. and its Licensors shall own all right, title, and interest in their intellectual property, including technology, Content and other proprietary information. Client shall not acquire any rights, express or implied, in such technology, Content and other proprietary information, other than as specified in this Agreement.

Client shall treat all information furnished by CORPORATE MARKETING TEAM, INC. to Client and designated as confidential or proprietary to be confidential and shall not use such information or disclose it to any other person other than as permitted or contemplated by this Agreement without the prior written consent of CORPORATE MARKETING TEAM, INC..

With the exception of payment obligations under this agreement, neither party shall be liable for any loss, damage or delay resulting from any cause whatsoever beyond its reasonable control (“force majeure”).

This Agreement contains the entire understanding of the parties with respect to the transactions and matters contemplated hereby, supersedes all previous communications, understanding and agreements (whether oral or written), and cannot be amended except by a writing signed by both parties. Any additional or conflicting conditions, printed or otherwise, appearing on any orders, copy instructions or other documents will be of no effect.

This agreement (a) shall be governed the laws of the State of Florida (other than the conflicts of law’s provisions thereof) and Client hereby consents to the Jurisdiction and venue for all claims and lawsuits solely shall be in the city of Saint Petersburg and county of Pinellas, in the state of Florida, and waive any jurisdictional, venue or inconvenient forum objections thereto, (b) may be amended only by a writing signed by Client and agreed to by CORPORATE MARKETING TEAM, INC. and (c) constitutes the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or oral, between the parties with respect to the subject hereof. In the event that this Agreement is being signed by an Advertising Agency (the “Agency”) on behalf of the Client, the Agency represent to CORPORATE MARKETING TEAM, INC. that it is authorized to bind the Client to this Agreement and agrees to indemnify CORPORATE MARKETING TEAM, INC. for any breach of this representation. The parties’ rights and obligations will bind and inure to the benefit of their respective successors and permitted assigns. Client will ensure that all of Clients’ employees and representatives using, or otherwise having access to the Content do so only in accordance with these terms. These terms shall be severable and construed to the extent of their enforceability in light of the parties’ mutual intent.