Licensor General Enterprise Terms of Service

Last updated: February 2020

These General Enterprise Terms of Service (the "General Enterprise Terms")
govern Customer's use of Licensor's products and services for the enterprise
(collectively, the "Products and Services"). The term of these General
Enterprise Terms shall be the duration of Customer's use of the Products and
Services. By registering a Customer Account (as defined below) or using any of
the Products and Services, Customer agrees to these General Enterprise Terms,
including terms that limit Licensor's liability (see Section 14), require
individual arbitration for any potential legal dispute (see Section 17) and
authorize contracting through electronic systems (see Section 19). Customer
also agrees that certain Products and Services are subject to additional terms,
including applicable Product and Service Specific Terms (see Section 2), and
"Requirements" and "Restrictions" which mean, respectively, (a) technical
requirements and specifications and (b) limitations on Customer's use of the
applicable Products and Services, as such Requirements and Restrictions are
made known to Customer. The Requirements, Restrictions, and other user manuals
and information designed to assist Customer in use and operation of the
Products and Services are collectively referred to as the "Documentation".

1. Parties to the Agreement. This Agreement is a legal contract between
Licensor on behalf of itself and its affiliates and subsidiaries worldwide
(collectively, "Licensor") and the customer identified in an Order Form or
otherwise ("Customer").  Each party represents and warrants that they have the
authority to enter into this binding Agreement and doing so does not conflict
with any other agreements to which they are a party. If Customer is purchasing
Products and Services on behalf of a third party (a "Third Party End-User"),
Customer represents and warrants that: (a) it is authorized to make the
purchase and enter into the Agreement on behalf of the Third Party End-User as
that party's agent and (b) the Third Party End-User is bound by this Agreement.
If Customer enters into this Agreement on behalf of a Third Party End-User,
Customer agrees that it is jointly and severally liable for any breach of this
Agreement resulting from Customer's acts and omissions, or the acts and
omissions of the Third Party End-User or any Authorized User (as defined below)
of the Third Party End-User.

2. Product and Service Specific Terms. In the event of a conflict between two
provisions that appear in different documents, the order of precedence will be
the Requirements, the Restrictions, an active Order Form entered into by the
parties, the Product and Service Specific Terms listed below (appended to these
General Enterprise Terms) as applicable to Order Forms entered into between the
parties, the General Enterprise Terms and the provisions in any other parts of
the Documentation.

  (a) Software. These terms apply to Licensor's software that is installed and
operated on-site at locations that Customer controls ("Software").

  (b) Cloud Services. These terms apply to Licensor's cloud services (the
"Cloud Services").

  (c) Hybrid Services. These terms apply to Licensor's Products and Services
that combine Cloud Services and On-Premise Software Products (together, the
"Hybrid Solutions").

  (d) Disaster Recovery as a Service. These terms apply to Licensor's disaster
recovery as-a-service ("DRaaS").

3. HIPAA.  Unless otherwise agreed in writing, (i) Licensor does not intend
that Customer's use of the Products and Services will create obligations to
comply with the Health Insurance Portability and Accountability Act of 1996, as
amended ("HIPAA"), (ii) Licensor makes no representations that the Products and
Services satisfy HIPAA requirements, and (iii) Customer agrees not to use the
Products and Services in connection with any Protected Health Information (as
defined by HIPAA).

4. Customer Account Registration.  Customers may be required to register an
account with Licensor (a "Customer Account") in order to use certain Products
and Services. During registration of a Customer Account, Customer agrees to
provide accurate and complete information in response to Licensor's questions,
and Customer further agrees to promptly update this information should it
change. In connection with use of the Customer Account, a Customer may
authorize itself and/or one or more of its employees, consultants, vendors or
agents (collectively, "Authorized Users") to use the Products and Services on
Customer's behalf.  Each Authorized User will establish or be provided a
username and password, and may also establish or be provided other access
credentials, such as an encryption key (collectively, "Access Credentials").
Customer will, and will ensure that each Authorized User will, keep the Access
Credentials confidential and ensure that they are not disclosed to any third
party. Customer is responsible for the acts and omissions of its Authorized
Users as if all such Authorized Users are Customer's employees. Customer, and
not Licensor, is fully responsible for all activity that occurs under
Customer's Account using the Access Credentials, including any loss of Customer
Content (as defined below). Customer acknowledges that its Authorized Users
have full access to and management privileges of Customer Account(s), Customer
Content and any personal data associated with Customer Account(s). Additional
information regarding Authorized Users' access and capabilities can be found
here. Licensor reserves the right to suspend or terminate a Customer Account,
or the access of any Authorized User, for any reason, including if any
registration information is inaccurate, untrue or incomplete, or if Customer or
any of Customer's Authorized Users fail to maintain the security of any Access
Credentials. Customer agrees to, and will ensure that each Authorized user
will, notify Licensor immediately upon learning of any unauthorized access to a
Customer Account or any other suspected security breach.

5. Access Authorization.  Subject to the terms and conditions of this
Agreement, Customer and its Authorized Users may access and use customer
portals (the "Customer Portals") that are made available to Customer in
connection with the Products and Services, solely for internal business
operations and solely in accordance with the Documentation. Customer's
authorization to use the Customer Portals is non-exclusive, non-transferable,
non-sublicensable and terminable. 

6. Customer Acknowledgements and Obligations.  Customer agrees to the following:

  (a) License. Customer grants to Licensor a worldwide, non-exclusive,
royalty-free, fully-paid up, transferable and sublicensable right to use,
reproduce and store the Customer Content for the purpose of performing this
Agreement, and improving the Products and Services. Customer retains all rights
in the Customer Content, subject to the rights granted to Licensor in the
Agreement. Customer may modify or remove the Customer Content via the Customer
Account. Customer Content will be irretrievably deleted upon (i) Customer's or
its Authorized Users deletion of Customer Content or (ii) cancellation,
termination or non-renewal of the Customer Account or subscription to the
Products and Services. Licensor may remove Customer Content at any time, for
any reason, with or without notice.

  (b) Requirements and Environment. Licensor offers many different Products and
Services, with different Restrictions and Requirements, each of which are
designed to address the needs of a broad range of customers. Customer
acknowledges and agrees that: (i) Customer has assessed its data protection
needs, network environment and the technical specifications and cost of each of
the Products and Services; (ii) Customer is solely responsible for making the
appropriate selection of the Products and Services; (iii) Customer is solely
responsible for ensuring that Customer complies with the applicable
Requirements and Restrictions; and (iv) Customer is solely responsible for
ensuring that Customer maintains and operates the information technology
infrastructure from which the applicable Products and Services copies,
maintains and transfers the Customer Content, including the databases,
applications, files, software, computer, server, tablet, smartphone or any
other device registered with Licensor (including, to the extent applicable,
hardware delivered to Customer as part of any Product or Service)
(collectively, the "Customer Environment"). 

  (c) Customer Conduct.  The Products and Services include functionality that
enables Customer and its Authorized Users to copy, maintain, sync, transfer and
upload text, graphics, photos, videos, presentations and other materials or
information ("Customer Content") pursuant to the terms of this Agreement,
including the Requirements and Restrictions. Customer represents and warrants
that its Customer Content and Customer's, and its Authorized User's, use of the
Licensor website, portals, Products and Services, and the technology related
thereto, shall not (i) interfere with the proper working of the Products and
Services or impose an unreasonably large load on Licensor's infrastructure;
(ii) give rise to civil or criminal liability, e.g. defamatory, threatening,
pornographic, indecent, abusive, libelous or otherwise objectionable actions;
(iii) violate or infringe upon any third party right, including any
intellectual property right or right of privacy, or that abuses, harasses or
stalks any other person; or (iv) initiate a denial of service attack, software
viruses or other harmful or deleterious computer code, files or programs such
as Trojan horses, worms, time bombs, cancelbots, or spyware.

  (d) User Restrictions on Intellectual Property.  Customer acknowledges and
agrees that it shall not, and shall ensure its Authorized Users do not: (i)
access or use the Products and Services in any manner or for any purpose other
than expressly permitted by the Documentation; (ii) change, modify or otherwise
create derivative works of all or any portion of the Products and Services;
(iii) modify, disassemble, decompile or reverse engineer any part of the
Products and Services or apply any other process or procedure to derive source
code of any software included in the Products and Services (except solely to
the extent permitted by applicable law); (iv) access or use the Products and
Services in a way intended to avoid exceeding usage limits or quotas; (v) use
the Products and Services in order to build a similar or competitive
application or service; (vi) remove, tamper with or alter any disabling
mechanism or circumvent any technical protection measures associated with the
Products and Services, or otherwise use any tool to enable features or
functionalities that are otherwise disabled in the Products and Services; (vii)
resell or sublicense the Products and Services (except as solely to the extent
permitted by applicable law); or (viii) remove or alter any proprietary notices
(e.g., copyright and trademark notices) pertaining to the Products and
Services.

  (e) Changes to Products and Services. Licensor may periodically update or
upgrade the Products and Services. Customer acknowledges and agrees that
Licensor may automatically download and install such updates and upgrades onto
Customer's device(s) or notify Customer of the need to update or upgrade the
Products and Services and then Customer or its Authorized Users are solely
responsible for applying patches that Licensor makes available. Where
applicable, Customer will grant Licensor access to its device, which provides
access tokens or keys, permitting licensed software to run on Customer's
device. Customer acknowledges and agrees that Licensor may, at any time and
without notice to Customer, discontinue, suspend or modify (i) the Products and
Services, (ii) any functionality or feature of the Product and Services or
(iii) the availability of the Products and Services on any particular device or
hardware.

  (f) Law Enforcement. If Licensor reasonably suspects that Customer's Account
has been used for an unauthorized, illegal or criminal purpose, or law
enforcement requests access to Customer's Account or Customer Content via a
validly issued subpoena, an investigative demand or warrant, Customer hereby
gives Licensor express authorization to share information about Customer, its
Customer Account, Customer Content, and any of its transactions with law
enforcement.

7. Overages. 

  (a) Overages.  If Customer exceeds the data storage capacity limits indicated
in the applicable Order Form, Customer agrees to pay the then-current overage
fees applicable to the Products and Services pursuant to the Documentation and
Licensor reserves the right to suspend or throttle use of the Products and
Services so Customer is using the Products and Services in accordance with the
data storage capacity indicated in the applicable Order Form.

8. Term and Termination. 

  (a) Term.  The initial length of time that Customer is authorized to use any
Product or Service will be as set forth in the applicable Order Form (the
"Initial Term"). The Initial Term will automatically renew (each, a "Renewal
Term") unless either party provides the other party notice of its intent to
terminate the Renewal Term prior to, or on the commencement date of, the
Renewal Term. Collectively, the Initial Term and any Renewal Term(s) are
referred to as the "Term".  If no Renewal Term is identified in the Order Form,
the Renewal Term will be the same length of time as the Initial Term. 

  (b) Termination for Material Breach.  Licensor may terminate any Order Form
and this Agreement at its discretion, effective immediately upon written
notice, if Customer materially breaches any provision of this Agreement as it
relates to the applicable Order Form and this Agreement and does not
substantially cure the breach within thirty (30) days after receiving written
notice.

  (c) Termination Upon Bankruptcy or Insolvency.  Licensor may, at its option,
terminate any Order Form and this Agreement immediately upon written notice to
Customer, in the event: (i) Customer becomes insolvent or unable to pay its
debts when due; (ii) Customer files a petition in bankruptcy, reorganization or
similar proceeding, or, if filed against Customer, such petition is not removed
within ninety (90) days after such filing; (iii) Customer discontinues its
business; or (iv) a receiver is appointed or there is an assignment for the
benefit of Customer's creditors.

  (d) Suspension.  Licensor may, at any time and in its sole discretion,
suspend access to any Product or Service for one or all of Customer's
Authorized Users, including but not limited to, the following reasons: (i) a
threat to the security or integrity of the Products and Services; (ii) Customer
has materially breached this Agreement or (iii) any amount due under this
Agreement is not received by Licensor within fifteen (15) days after it was
due.

  (e) Effects of Termination.  Upon termination or expiration of an Order Form
or this Agreement for any reason: (i) any amounts owed to Licensor before such
termination or expiration will become immediately due and payable; (ii) all
licenses and access rights granted will immediately cease; (iii) access to
Customer Content will immediately cease; (iv) all Customer Content will be
irretrievably deleted; and (v) if Customer's subscription included Appliance
Hardware (as defined in the Hybrid Terms), Customer will return the Appliance
Hardware in accordance with the Hybrid Terms. Those provisions of this
Agreement that by their nature are intended to survive termination or
expiration of an Order Form or this Agreement shall so survive.

9. Security.  Licensor has implemented administrative, physical and technical
safeguards designed to secure Customer Content from accidental loss and
unauthorized access, use, alteration or disclosure.  However, Licensor cannot
guarantee that unauthorized third parties will never be able to defeat
Licensor's safeguards or use the Customer Account and Customer Content for
improper purposes. Customer provides its Customer Account details and Customer
Content to Licensor at its own risk. Customer is solely responsible for
safeguarding, and ensuring that its Authorized Users safeguard, the Access
Credentials.

10. Proprietary Rights.

  (a) Reservation of Rights.  As between the parties, Customer acknowledges and
agrees that the software, code, hardware, trademarks, trade secrets,
proprietary methods and systems used to provide the Products and Services
("Licensor Technology") and the content made available or displayed by Licensor
through the Products and Services, including all text, graphics, images and the
look and feel of such Products and Services (collectively "Licensor Content")
are owned by or licensed to Licensor, including all intellectual property
rights therein.  Nothing in this Agreement or any of the Documentation shall be
considered an assignment or other transfer of ownership in and to the Licensor
Technology or the Licensor Content to Customer, either expressly, or by
implication, estoppel, or otherwise.  Other than the authorizations or licenses
as may be conferred or granted by Licensor to Customer in this Agreement or any
of the Documentation, Licensor reserves all right, title and interest in and to
Licensor Technology and Licensor Content. No right or license is granted by
Licensor to Customer or its Authorized Users to use any Licensor trademark,
trade name, service mark, product name or other source designator. 

  (b) Professional Services; Managed Services.  Pursuant to a written statement
of work, Customer may purchase professional services or managed services from
Licensor. All changes, upgrades, updates, improvements or other modifications
to Licensor's Technology and Licensor's Content as may be created in the course
of any such statement of work shall be owned exclusively by Licensor. All
changes, upgrades, updates, improvements, or other modifications to Customer
Content or Customer's proprietary technology as may be created in the course of
any such statement of work shall be owned exclusively by Customer.

  (c) Continuous Development. Licensor may continually develop and provide
ongoing innovation to the Products and Services in the form of new features,
functionality, and efficiencies. In the event Licensor adds new features or
functionality (collectively, "Functionality") to a particular Product or
Service, Licensor may offer the Functionality to Customer at no additional
charge or, if Licensor generally charges customers for such functionality,
Licensor may condition Customer's use of the Functionality on the payment of
additional fees.

  (d) Open Source Software.  The Products and Services may contain
redistributables, agents or other code resident on Customer's devices that
includes open source software. Some of the provisions of the licenses granted
to Licensor may apply to Customer's use of such open source software. A list of
such open source software and the provisions applicable to Customer for a given
ordered Product and Service can be found in the notices or acknowledgment
files.

11. Audits.  Customer acknowledges and agrees Licensor shall have the right to
audit Customer records upon reasonable written notice in order to ensure
compliance with the terms of this Agreement.  Audits may be conducted by
Licensor personnel or by an independent third-party auditor appointed by
Licensor.  Customer shall grant Licensor and/or an independent third-party
auditor appointed by Licensor reasonable access to its personnel, records and
facilities during normal business hours for such purpose. In the event that
results of the audit indicate that Customer has underpaid any fees, Licensor
will deliver to Customer an invoice and Customer agrees to pay the applicable
amount within fifteen (15) days of receipt of the applicable invoice. Licensor
will pay for the cost of the audit unless, as a result of the audit the
discrepancy between the amount owed and the amount previously paid is greater
than five percent (5%), in which case Customer will reimburse Licensor for the
reasonable costs of the audit.

12. General Disclaimers. THE USE OF "LICENSOR" IN SECTIONS 9, 11, 12, 13, AND
14 MEANS LICENSOR, ITS AFFILIATES, PARTNERS, PROCESSORS, SUPPLIERS, AND
LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS AND
EMPLOYEES).  THE PRODUCTS AND SERVICES ARE PROVIDED "AS IS" WITHOUT
REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY.
WITHOUT LIMITING THE FOREGOING, LICENSOR SPECIFICALLY DISCLAIMS ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT, TITLE AND QUIET ENJOYMENT OR FROM A COURSE OF DEALING, COURSE
OF PERFORMANCE OR USAGE IN TRADE.  LICENSOR DOES NOT WARRANT (AND SPECIFICALLY
DISCLAIMS) THAT THE PRODUCTS AND SERVICES ARE ACCURATE, RELIABLE OR CORRECT,
THAT THE PRODUCTS AND SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, THAT THE
PRODUCTS AND SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, BE
UNINTERRUPTED, ERROR-FREE OR WITHOUT DEFECT, THAT ANY DEFECTS OR ERRORS WILL BE
CORRECTED, THAT THE PRODUCTS AND SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS, OR THAT ANY ENCRYPTION ALGORITHMS, ASSOCIATED KEYS AND OTHER
SECURITY MEASURES WILL BE SECURE OR EFFECTIVE OR THAT THE PRODUCTS AND SERVICES
GENERALLY WILL BE SECURE. LICENSOR DOES NOT WARRANT THAT THE PRODUCTS AND
SERVICES: (i) WILL RUN PROPERLY ON ALL HARDWARE OR INFORMATION TECHNOLOGY
ENVIRONMENTS; OR (ii) WILL MEET CUSTOMER'S NEEDS OR REQUIREMENTS OR THOSE OF
CUSTOMER'S AUTHORIZED USERS; OR (iii) WILL OPERATE IN COMBINATIONS THAT MAY BE
SELECTED FOR USE BY CUSTOMER OR CUSTOMER'S AUTHORIZED USERS.

13. Specific Disclaimers. 

  (a) CUSTOMER ASSUMES ALL RESPONSIBILITY FOR THE SELECTION AND USE OF AND
RESULTS OBTAINED FROM THE PRODUCTS AND SERVICES.

  (b) CUSTOMER ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR THE SECURITY OF
CUSTOMER'S CONTENT IF CUSTOMER DISABLES ANY ENCYRPTION FEATURES WITHIN THE
PRODUCTS AND SERVICES.

  (c) CUSTOMER'S ACCESS TO AND USE OF THE PRODUCTS AND SERVICES ARE AT ITS SOLE
DISCRETION AND RISK AND CUSTOMER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO
CUSTOMER'S DEVICE OR ENVIRONMENT, ANY HARDWARE PROVIDED AS PART OF THE PRODUCTS
AND SERVICES, AND THE LOSS OR DAMAGE OF CUSTOMER'S CUSTOMER CONTENT.

  (d) DEPENDING ON THE PRODUCTS AND SERVICES CUSTOMER CHOOSES TO UTILIZE,
CUSTOMER'S CONTENT MAY NOT BE AVAILABLE OR RESTORABLE IF:

    (i) THE PRODUCTS OR SERVICES HAVE NOT COMPLETED COPYING, SYNCING,
TRANSFERRING, OR UPLOADING (COLLECTIVELY, "BACKUP") CUSTOMER'S CONTENT;

    (ii) FOR FILES, FOLDERS, DATABASES, SERVERS, OR DRIVES THAT THE PRODUCTS
AND SERVICES DO NOT AUTOMATICALLY BACK UP PURSUANT TO THE DOCUMENTATION,
CUSTOMER DOES NOT MANUALLY SELECT FOR BACKUP OR CUSTOMER DESELECTS CERTAIN
FILES, FOLDERS, DEVICES, DATABASES, SERVERS OR DRIVES FOR BACKUP;

    (iii) CUSTOMER DELETES CERTAIN CUSTOMER CONTENT FROM CUSTOMER'S DEVICE AND
DOES NOT RESTORE IT AFTER DELETION PURSUANT TO LICENSOR'S OR CUSTOMER'S OWN
DATA RETENTION POLICIES, OR CUSTOMER DELETES A DEVICE, DATABASE, DRIVE, OR
SERVER FROM CUSTOMER'S ACCOUNT;

    (iv) CUSTOMER MOVES CUSTOMER CONTENT TO A LOCATION ON CUSTOMER'S DEVICE
THAT IS NOT AUTOMATICALLY SCANNED TO SELECT FILES FOR BACKUP, OR CUSTOMER
UPGRADES CUSTOMER'S OPERATING SYSTEM RESULTING IN CHANGES TO CUSTOMER'S FILE
MAPPING;

    (v) CUSTOMER'S CONTENT IS CORRUPTED;

    (vi) CUSTOMER'S DEVICE IS UNABLE TO ACCESS THE INTERNET OR NETWORK SERVICE
OR HAS EXPERIENCED INTERMITTENT OR SLOW INTERNET CONNECTION;

    (vii) ANY HARDWARE PROVIDED TO CUSTOMER AS PART OF THE PRODUCTS AND
SERVICES IS UNABLE TO CONNECT TO CUSTOMER'S DEVICES AND CUSTOMER DOES NOT TAKE
STEPS NECESSARY TO CORRECT SUCH PROBLEM;

    (viii) CUSTOMER'S DEVICE OR ANY HARDWARE IS UNABLE TO MAKE A CONNECTION
WITH LICENSOR'S SERVERS OR NETWORK;

    (ix) CUSTOMER FAILS TO FOLLOW LICENSOR'S TECHNICAL REQUIREMENTS AND THE
DOCUMENTATION FOR UTILIZING THE PRODUCTS AND SERVICES, INCLUDING UPGRADING THE
PRODUCTS AND SERVICES OR FAILING TO PERIODICALLY TEST CUSTOMER'S BACKUPS AND
RESTORES OR TO ENSURE THAT CERTAIN CUSTOMER CONTENT IS BACKED UP; OR

    (x) CUSTOMER TERMINATES OR FAILS TO RENEW CUSTOMER'S LICENSE OR
SUBSCRIPTION TO ANY PRODUCT OR SERVICE, OR CUSTOMER'S ACCESS TO THE PRODUCTS
AND SERVICES HAS OTHERWISE BEEN TERMINATED OR SUSPENDED.

  (e) THE PRODUCTS AND SERVICES MAY ACCESS AND TRANSFER INFORMATION OVER THE
INTERNET. 
CUSTOMER ACKNOWLEDGES AND AGREES THAT LICENSOR DOES NOT OPERATE OR CONTROL THE
INTERNET AND THAT: (i) VIRUSES, WORMS, TROJAN HORSES AND OTHER UNDESIRABLE DATA
OR COMPONENTS; (ii) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN
ACCESS TO AND DAMAGE CUSTOMER'S CUSTOMER CONTENT, WEBSITES, DEVICES AND
NETWORKS; (iii) CUSTOMER IS SOLELY RESPONSIBLE FOR MAINTAINING ITS OWN INTERNET
AND DATA CONNECTIONS; AND (iv) COMPONENTS OF THE PRODUCTS AND SERVICES THAT ARE
ACCESSED OR USED THROUGH INTERNET CONNECTIONS MAY BE SUBJECT TO CUSTOMER'S
INTERNET SERVICE PROVIDER'S FEES AND DOWNTIME. CUSTOMER ACKNOWLEDGES AND AGREES
LICENSOR IS NOT RESPONSIBLE FOR SUCH ACTIVITIES.

  (f) IF APPLICABLE, CUSTOMER ACKNOWLEDGES AND AGREES TO LICENSOR'S USE OF
CYBERSOURCE, A SUBSIDIARY OF VISA, AND LITLE & CO., A SUBSIDIARY OF VANTIV, TO
PROCESS AND STORE CUSTOMER'S CREDIT CARD INFORMATION. IN THE EVENT OF A
SECURITY BREACH INVOLVING CUSTOMER'S CREDIT CARD INFORMATION, CUSTOMER
ACKNOWLEDGES AND AGREES THAT CUSTOMER'S SOLE RECOURSE IS AGAINST THESE
THIRD-PARTY VENDORS WHO PROCESS AND STORE CUSTOMER'S CREDIT CARD INFORMATION,
AND NOT LICENSOR.

  (g) CUSTOMER IS SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF THE
CUSTOMER ACCOUNT, CUSTOMER'S CONTENT, DEVICES AND ANY HARDWARE PROVIDED AS PART
OF THE PRODUCTS AND SERVICES. CUSTOMER ACKNOWLEDGES AND AGREES THAT LICENSOR
SHALL HAVE NO LIABILITY ASSOCIATED WITH OR ARISING FROM CUSTOMER'S FAILURE TO
MAINTAIN ACCURATE ACCOUNT INFORMATION OR OTHER INFORMATION, INCLUDING, BUT NOT
LIMITED TO, CUSTOMER'S FAILURE TO RECEIVE CRITICAL COMMUNICATION ABOUT THE
PRODUCTS AND SERVICES.

  (h) CUSTOMER ACKNOWLEDGES AND AGREES THAT NO ORAL OR WRITTEN INFORMATION OR
ADVICE GIVEN BY LICENSOR OR ANY LICENSOR EMPLOYEE, PARTNER OR AGENT WILL CREATE
ANY WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF LICENSOR'S OBLIGATIONS
HEREUNDER.

14. Disclaimers of and Limitations on Certain Remedies.

  (a) No Consequential and Similar Damages.  TO THE MAXIMUM EXTENT PERMITTED BY
LAW, IN NO EVENT WILL LICENSOR BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY
INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR ANY OTHER
DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR PERSONAL INJURY, LOST
PROFITS, LOSS OF DATA, LOSS OF CUSTOMER CONTENT, LOSS OF USE, LOST REVENUE,
BUSINESS INTERRUPTION OR PROPERTY OR ENVIRONMENT DAMAGE ARISING OUT OF OR
RELATED TO CUSTOMER'S USE OF THE PRODUCTS AND SERVICES, EVEN IF LICENSOR HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (WHETHER SUCH CLAIM IS BASED ON
WARRANTY, CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR
OTHERWISE).

  (b) No Procurement of Substitute Products and Services or Customer Content. 
IN NO EVENT WILL LICENSOR BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY COST
TO PROCURE SUBSTITUTE PRODUCTS OR SERVICES, CUSTOMER CONTENT, LOST OR DAMAGED
CUSTOMER CONTENT OR THE COST OF RETRIEVING LOST CUSTOMER CONTENT. UNDER NO
CIRCUMSTANCES WILL LICENSOR BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY
RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE
PRODUCTS AND SERVICES, CUSTOMER'S ACCOUNT OR THE CUSTOMER CONTENT.

  (c) Limitation on Aggregated Damages.  TO THE MAXIMUM EXTENT PERMITTED BY
LAW, AND WITHOUT LIMITING THE FOREGOING, THE ENTIRE LIABILITY OF LICENSOR FOR
ALL DAMAGES OF EVERY KIND AND TYPE (WHETHER ARISING IN CONTRACT, BREACH OF
WARRANTY OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY)) WILL BE LIMITED
TO THE LESSER OF: (i) THE FEES PAID BY CUSTOMER TO LICENSOR IN THE THREE (3)
CALENDAR MONTHS IMMEDIATELY PRIOR TO THE DAMAGES ARISING; OR (ii) TWO THOUSAND
FIVE HUNDRED DOLLARS ($2,500.00).  IF THE PRODUCTS AND SERVICES ARE PROVIDED TO
CUSTOMER WITHOUT CHARGE, THEN LICENSOR WILL HAVE NO LIABILITY TO CUSTOMER
WHATSOEVER. THE FOREGOING LIMITATIONS SET A LIMIT ON THE AMOUNT OF DAMAGES
PAYABLE AND ARE NOT INTENDED TO ESTABLISH LIQUIDATED DAMAGES.

  (d) CUSTOMER EXPRESSLY RECOGNIZES AND ACKNOWLEDGES THAT THE DISCLAIMERS AND
LIMITATIONS SET FORTH IN THIS SECTION ARE AN ESSENTIAL PART OF THE AGREEMENT
AND AN ESSENTIAL FACTOR IN ESTABLISHING THE PRICE OF THE PRODUCTS AND SERVICES
AND LICENSOR'S WILLINGNESS TO PROVIDE CUSTOMER THE PRODUCTS AND SERVICES.  SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES
OR THE LIMITATION ON HOW LONG AN IMPLIED WARRANTY LASTS, THEREFORE SOME OF THE
FOREGOING TERMS MAY NOT APPLY TO CUSTOMER.

  (e) THE FOREGOING DISCLAIMERS AND LIMITATIONS WILL APPLY TO THE FULLEST
EXTENT PERMITTED UNDER APPLICABLE LAW AND NOTWITHSTANDING A FAILURE OF
ESSENTIAL PURPOSE OF ANY REMEDY PROVIDED IN THIS AGREEMENT.

15. Indemnity.  Customer will indemnify, defend and hold Licensor (and its
processors, respective employees, directors, agents, affiliates and
representatives) harmless from and against any and all claims, costs, losses,
damages, judgments, tax assessments, penalties, interest and expenses
(including, without limitation, reasonable attorneys' fees) arising out of any
claim, action, audit, investigation, inquiry or other proceeding instituted by
a person or entity that arises out of or relates to: (a) any actual or alleged
breach of Customer's representations, warranties or obligations set forth in
this Agreement; (b) Customer's wrongful or improper use of the Products and
Services; (c) Customer's violation of any third party's rights, including
without limitation, any right of privacy, publicity rights or intellectual
property rights; (d) Customer's violation of any law, rule or regulation of the
United States or any other country; (e) any other party's access and/or use of
the Products or Services using Customer's Access Credentials or the Access
Credentials of any of Customer's Authorized Users; and (f) use of Customer
Content.  Licensor reserves the right, at Customer's expense, to assume the
exclusive defense and control of any matter for which Customer is required to
indemnify Licensor and Customer agrees to cooperate with Licensor's defense of
these claims. Customer agrees not to settle any matter without Licensor's prior
written consent. Licensor will use reasonable efforts to notify Customer of any
such claim, action or proceeding upon becoming aware of it.

16. Export Controls and Trade Sanctions Compliance.  Customer's use of the
Products and Services is subject to compliance with United States and other
applicable export control and trade sanctions laws, rules and regulations,
including without limitation, the U.S. Export Administration Regulations,
administered by the U.S. Department of Commerce's Bureau of Industry and
Security ("BIS") and U.S. trade sanctions, administered by the U.S. Department
of the Treasury's Office of Foreign Assets Control ("OFAC") (collectively,
"Export Control Laws").  Customer will not export, re-export, download or
otherwise transmit the Products and Services, or technical data relating
thereto, in violation of any applicable Export Control Laws. In particular,
Customer acknowledges that the Products and Services, or any part thereof, may
not be exported, transmitted, or re-exported to, or otherwise used in: (a) any
country subject to a U.S. embargo or comprehensive trade sanctions or that has
been designated a state sponsor of terrorism by the U.S. Government
("Sanctioned Countries"); or (b) anyone identified on any U.S. Government
restricted party lists (including without limitation, the Specially Designated
Nationals and Blocked Persons List, Sectoral Sanctions Identifications List,
and Foreign Sanctions Evaders List, administered by OFAC, and the Entity List,
Denied Persons List, and Unverified List administered by BIS) (collectively,
"Restricted Party Lists"). By purchasing a Product or Service, Customer
represents and warrants that it is not located in any Sanctioned Country or on
any Restricted Party List. Customer acknowledges that the Products and Services
may not be available in all jurisdictions and that Customer is solely
responsible for complying with applicable Export Control Laws related to the
manner in which Customer chooses to use the Products and Services, including
Customer's transfer and processing of the Customer Content and the region in
which any of the foregoing occur.

17. Dispute Resolution. Please read the following arbitration agreement in this
Section 17 carefully ("Arbitration Agreement").  It requires Customer to
arbitrate disputes with Licensor and limits the manner in which Customer can
seek relief from Licensor. Please contact Licensor within thirty (30) days of
acceptance of the Agreement to opt-out of this Arbitration Agreement. 

  (a) Applicability of Arbitration Agreement, Rules and Forum. Customer agrees
that any dispute or claim relating in any way to this Agreement, including but
not limited to, arbitrability of the matter or the formation, interpretation,
scope, applicability, termination or breach of this Agreement, the Customer's
access or use of the Products and Services, or to any aspect of Customer's
relationship with Licensor, will be resolved by binding arbitration, rather
than in court. This Arbitration Agreement will apply to all claims that arose
or were asserted before the effective date of this Agreement. Such disputes and
claims shall be referred to and finally determined by arbitration in accordance
with the JAMS Streamlined Arbitration Rules and Procedures, or JAMS
International Arbitration Rules, if the matter is deemed "international" within
the meaning of that term as defined in the JAMS International Arbitration
Rules. The arbitration shall be administered by JAMS, shall take place before a
sole arbitrator, and shall be conducted in Boston, Massachusetts. If the JAMS
International Arbitration Rules apply, the language to be used in the arbitral
proceedings will be English. Judgement upon the arbitral award may be entered
by any court having jurisdiction.

  (b) Waiver of Jury Trial. EXCEPT FOR SMALL CLAIMS ACTIONS, CUSTOMER AND
LICENSOR HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT
AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. Customer and Licensor are
instead electing that all claims and disputes will be resolved by final,
binding arbitration under this Arbitration Agreement. An arbitrator can award
on an individual basis the same damages and relief as a court and must follow
this Agreement as a court would. However, there is no judge or jury in
arbitration and court review of an arbitration award is subject to very limited
review. 

  (c) Waiver of Class or Consolidated Actions.  IF CUSTOMER AGREES TO THIS
AGREEMENT AND/OR USES THE PRODUCTS AND SERVICES, CUSTOMER IS AGREEING IN
ADVANCE THAT CUSTOMER WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR
OTHER RELIEF IN ANY LAWSUIT FILED AGAINST LICENSOR ALLEGING CLASS, COLLECTIVE
AND/OR REPRESENTATIVE CLAIMS ON CUSTOMER'S BEHALF. INSTEAD, BY AGREEING TO
ARBITRATION, CUSTOMER MAY BRING CUSTOMER'S CLAIMS AGAINST LICENSOR IN AN
INDIVIDUAL ARBITRATION PROCEEDING.  CLAIMS OF MORE THAN ONE CUSTOMER OR USER
CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS BEEN ADVISED THAT CUSTOMER MAY CONSULT
WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT PRIOR TO USING
THE PRODUCTS AND SERVICES, INCLUDING THIS ARBITRATION AGREEMENT. If a court
decides that applicable law precludes enforcement of any of this Section's
limitations as to a particular claim for relief, then that claim (and only that
claim) must be severed from the arbitration and may be brought in court,
subject to Customer's and Licensor's rights to appeal the court's decision. All
other claims will be arbitrated. 

  (d) Severability. Except as otherwise provided under the terms and conditions
of this Arbitration Agreement, if any part or parts of this Arbitration
Agreement are found under the law to be invalid or unenforceable, then such
specific part or parts will be of no force and effect and will be severed and
the remainder of the Arbitration Agreement will continue in full force and
effect.

  (e) Survival of Agreement. This Arbitration Agreement will survive the
termination of Customer's relationship with Licensor.

  (f) Modification.  Notwithstanding any provision in this Agreement to the
contrary, it is agreed that if Licensor makes any future material change to
this Arbitration Agreement, it will not apply to any individual claim(s)
already in progress or that Customer has already provided written notice to
Licensor.

18. Governing Law. These General Enterprise Terms and any dispute arising
hereunder will be governed by the laws of the Commonwealth of Massachusetts
and/or applicable federal law (including the Federal Arbitration Act) without
regard to its choice of law or conflicts of law principles. To the extent the
parties are permitted under this Agreement to initiate litigation in a court,
both Customer and Licensor agree that all claims and disputes arising out of or
relating to the Agreement will be litigated exclusively in the state or federal
courts located in Boston, Massachusetts. 

19. Governing Language. Customer acknowledges that any translation of the
English language version of this Agreement or any portion thereof is provided
for convenience only, and that the English language version will take
precedence over the translation in the event of any conflicts arising from
translation.

20. Electronic Communications.  By using the Products and Services, Customer
acknowledges that Licensor shall communicate with Customer electronically using
the email address in the Customer Account. It is the Customer's responsibility
to keep its email address current for notice purposes. For contractual
purposes, Customer (a) consents to receive communications from Licensor in an
electronic form and (b) agrees that all terms and conditions, agreements,
notices, disclosures, and other communications that Licensor provides to
Customer electronically satisfies any legal requirement that such
communications would satisfy if it were to be in writing.  Customer agrees that
all disclosures, notices and communications are considered received by Customer
within twenty-four (24) hours of the time posted to Licensor's website, or
within twenty-four (24) hours of the time emailed to Customer.

21. Changes in this Agreement.  Licensor may amend the General Enterprise
Terms, any Product and Service Specific Terms, or Licensor's Documentation, at
any time in its sole discretion, by posting the revised version on Licensor's
website and/or communicating it to Customer (each, a "Revised Version").  The
Revised Version will be effective thirty (30) days from the time it is posted.
Customer's continued use of the Products and Services after the posting of a
Revised Version constitutes Customer's acceptance of such Revised Version.

22. Assignment.  This Agreement and any rights and licenses granted hereunder,
may not be transferred or assigned by Customer and any attempted transfer or
assignment will be null and void.  Licensor may assign this Agreement to any
person or entity that is an affiliate, or acquires by sale, merger or
otherwise, all, substantially all or a portion of Licensor's assets, stock or
business.  If another entity merges with or acquires Licensor, or all,
substantially all or a portion of Licensor's assets, stock or business Customer
agrees that Customer's encrypted stored data and information that Licensor has
collected from Customer, including personally identifiable information, may,
and Customer consents to, the secure transfer of such information to such
successor or assignee.

23. Force Majeure.  Any delay in the performance of any duties or obligations
of either party (except the payment of money owed) will not be considered a
breach of this Agreement if such delay is caused by a labor dispute, shortage
of materials, fire, earthquake, flood, or any other event beyond the control of
such party. The affected party will use reasonable efforts, under the
circumstances, to notify the other party of the circumstances causing the delay
and to resume performance as soon as possible.

24. Government Use. The Products and Services constitute Commercial Off the
Shelf ("COTS") items as that term is defined in the U.S. Government Federal
Acquisition Regulations ("FAR"). Government use rights are limited to those
minimum rights required by the appropriate provisions of the FAR.

25. Other Provisions.  These General Enterprise Terms, the Order Form, the
Product and Service Specific Terms and the Documentation are a complete
statement of the agreement between Customer and Licensor regarding the Products
and Services and the matters covered in this Agreement.  Customer acknowledges
and agrees there are no third-party beneficiaries to this Agreement.  If any
provision of the Agreement is invalid or unenforceable under applicable law,
then it will be changed, interpreted or severed, as appropriate to accomplish
the objectives of such provision to the greatest extent possible under
applicable law, and the remaining provisions will continue in full force and
effect. This Agreement does not limit any rights that Licensor may have under
trade secret, copyright, patent, or other laws. No waiver of any term of these
General Enterprise Terms will be deemed a further or continuing waiver of such
term or any other term.