MyEZCRM.com TERMS OF USE:

BY ACCEPTING THIS AGREEMENT YOU (THE “CUSTOMER”), AGREE TO THE FOLLOWING TERMS AND CONDITIONS GOVERNING YOUR USE OF MyEZCRM.com’S WEB APPLICATION SERVICE (THE “SERVICE”). IF YOU (THE “CUSTOMER”) 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.

Welcome
As part of the Service, MyEZCRM.com will provide Customer with use of the Service, including a browser interface and data encryption, transmission, access and storage. Customer’s registration for, or use of, the Service shall be deemed to be Customer’s agreement to abide by this Agreement including any materials available on the MyEZCRM.com website incorporated by reference herein, including but not limited to MyEZCRM.com's privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.

1. Privacy & Security
MyEZCRM.com's privacy and security policies may be viewed at http://www.MyEZCRM.com MyEZCRM.com reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Note that because the Service is a hosted, online application, MyEZCRM.com occasionally may need to notify all users of the Service of important announcements regarding the operation of the Service.

2. License Grant & Restrictions
MyEZCRM.com hereby grants Customer a non-exclusive, non-transferable, worldwide right to use the Service, solely for Customer’s own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to Customer are reserved by MyEZCRM.com and its licensors.

Customer 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.

3. Customer’s Responsibilities
Customer is responsible for all activity occurring under Customer’s User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Customers’s use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. Customer shall: (i) notify MyEZCRM.com immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to MyEZCRM.com immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by Customer or Customer’s Users; and (iii) not impersonate another MyEZCRM.com user or provide false identity information to gain access to or use the Service.

4. Account Information and Data
MyEZCRM.com does not own any data, information or material that Customer submits to the Service in the course of using the Service ("Customer Data"). Customer, not MyEZCRM.com, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Data, and MyEZCRM.com shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data. Customer assumes all responsibility for backing up Data on its own materials. In no event shall MyEZCRM.com have any obligation to maintain or forward any Customer Data. In the event this Agreement is terminated (other than by reason of Customer breach), MyEZCRM.com will make available to Customer the customer’s client Data for 30 after termination if Customer so requests in writing at the time of termination. MyEZCRM.com reserves the right to withhold, remove and/or discard all Customer Data without notice for any breach, including, without limitation, Customers non-payment. Upon termination for cause, Customer’s right to access or use Customer Data immediately ceases.

5. Intellectual Property Ownership
MyEZCRM.com alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the MyEZCRM.com Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating to the Service. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Service, the MyEZCRM.com Technology or the Intellectual Property Rights owned by MyEZCRM.com. The MyEZCRM.com name, the MyEZCRM.com logo, and the product names associated with the Service are trademarks of MyEZCRM.com or third parties, and no right or license is granted to use them.

6. Third Party Interactions
During use of the Service, Customer 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 Customer and the applicable third-party. MyEZCRM.com and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between Customer and any such third-party. MyEZCRM.com does not endorse any sites on the Internet that are linked through the Service. MyEZCRM.com provides these links to Customer only as a matter of convenience, and in no event shall MyEZCRM.com or its licensors be responsible for any content, products, or other materials on or available from such sites. MyEZCRM.com provides the Service to Customer pursuant to the terms and conditions of this Agreement. Customer recognizes, however, that certain third-party providers of ancillary software, hardware or services may require Customer’s agreement to additional or different license or other terms prior to Customer’s use of or access to such software, hardware or services.

7. Charges and Payment of Fees
A new MyEZCRM TERRITORY MANAGER will have three billing cycles to obtain the then current minimum monthly vendor income in order to avoid the then current monthly EDN territory fee (currently $295/mo). Anytime a territory’s vendor revenue falls below the minimum monthly vendor income for a territory, EDN shall have the option to cancel the territory manager's membership or commence billing the territory manager the monthly EDN territory fee. EDN will stop the surcharge when the territory vendor income is once again higher than the current minimum monthly vendor income requirement.

MyEZCRM RESERVES THE RIGHT TO MODIFY THESE TERMS AND WILL NOTIFY CUSTOMERS ACCORDINGLY.

8. Excess Data Storage Fees
The maximum disk storage space provided to Customer at no additional charge is (i) 10 MB per territory. If the amount of disk storage required exceeds these limits, Customer will be charged the then-current storage fees. MyEZCRM.com will use reasonable efforts to notify Customer when the average storage used per license reaches approximately 90% of the maximum; however, any failure by MyEZCRM.com to so notify Customer shall not affect Customer’s responsibility for such additional storage charges. MyEZCRM.com reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.

9. Billing and Renew
The renewal charge, if any,will be equal to the then-current number of total territories times the then-current license fee in effect at the time of renewal, less any credit for vendor fees. Fees for other services will be charged on an as-quoted basis. MyEZCRM.com's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on MyEZCRM.com's income.

10. Non-Payment and Suspension
In addition to any other rights granted to MyEZCRM.com herein, MyEZCRM.com reserves the right to suspend or terminate this Agreement and Customer’s access to the Service if Customer’s account becomes delinquent (falls into arrears).

IF CUSTOMER DEFAULTS ON THE PAYMENT, THE CUSTOMER SHALL HAVE 30 DAYS TO BRING THEIR ACCOUNT CURRENT OR THEIR ACCOUNT WITH MyEZCRM SHALL BE CLOSED.

MyEZCRM.com reserves the right to impose a reconnection fee in the event Customer is suspended and thereafter request access to the Service. Customer agrees and acknowledges that MyEZCRM.com has no obligation to retain any Customer Data and that such Data may be irretrievably deleted if Customer’s account is 30 days or more delinquent.

11. Termination upon Expiration/Reduction in Number of Licenses
This Agreement commences on the Effective Date. For all licenses except Trial Edition, the term is indefinite and may be terminated at any time in MyEZCRM.com's sole discretion. Either party may terminate this Agreement or reduce the number of licenses by notifying the other party in writing via hand delivery, facsimile, U.S. Mail, or overnight courier service. . In the case of the Free Trial Edition, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In any event, MyEZCRM is not bound to provide such notification and the Free Trial Edition may terminate at the end of the Trial Period without notification. Customer agrees and acknowledges that MyEZCRM.com has no obligation to retain the any Customer Data, and may delete such Data at any time after termination.

12. Termination for Cause
Any breach of Customer payment obligations or unauthorized use of the MyEZCRM.com Technology or Service will be deemed a material breach of this Agreement. MyEZCRM.com, in its sole discretion, may terminate Customer’s passwords, accounts or use of the Service if Customer breaches or otherwise fails to comply with this Agreement. In addition, MyEZCRM.com may terminate a free account at any time in its sole discretion at will. Customer agrees and acknowledges that MyEZCRM.com has no obligation to retain any Customer Data, and may delete such Customer Data, if Customer has 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.

13. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. MyEZCRM.com 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 MyEZCRM.com help documentation under normal use and circumstances. Customer represents and warrants that Customer has not falsely identified itself nor provided any false information to gain access to the Service and that Customer billing information is correct.

14. Mutual Indemnification
Customer shall indemnify and hold MyEZCRM.com, 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 Customer of Customer’s representations and warranties; or (iii) a claim arising from the breach by Customer or Customer’s Users of this Agreement, provided in any such case that MyEZCRM.com (a) gives written notice of the claim promptly to Customer; (b) gives Customer sole control of the defense and settlement of the claim (provided that Customer may not settle or defend any claim unless Customer unconditionally release MyEZCRM.com of all liability and such settlement does not affect MyEZCRM.com's business or Service); (c) provides to Customer all available information and assistance; and (d) has not compromised or settled such claim.

MyEZCRM.com shall indemnify and hold Customer and Customer’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 the Service directly infringes a copyright, a U.S. 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 MyEZCRM.com of its representations or warranties; or (iii) a claim arising from breach of this Agreement by MyEZCRM.com; provided that Customer (a) promptly give written notice of the claim to MyEZCRM.com; (b) give MyEZCRM.com sole control of the defense and settlement of the claim (provided that MyEZCRM.com may not settle or defend any claim unless it unconditionally releases Customer of all liability); (c) provide to MyEZCRM.com all available information and assistance; and (d) have not compromised or settled such claim. MyEZCRM.com shall have no indemnification obligation, and Customer shall indemnify MyEZCRM.com pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of Customer’s products, service, hardware or business process(s).

15. Disclaimer of Warranties
MyEZCRM.com AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. MyEZCRM.com AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY CUSTOMER THROUGH THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO CUSTOMER STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY MyEZCRM.com AND ITS LICENSORS.

16. Internet Delays
MyEZCRM.com'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. MyEZCRM.com IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. 17. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

19. Local Laws and Export Control
This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the European Union. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, Customer represents and warrants that Customer is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. Customer agrees to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000

MyEZCRM.com and its licensors make no representation that the Service is appropriate or available for use in other locations. If Customer uses the Service from outside the United States of America, Customer is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government for such purposes.

20. Notice
MyEZCRM.com may give notice by means of a general notice on the Service, electronic mail to Customer’s e-mail address on record in MyEZCRM.com's account information, or by written communication sent by first class mail or pre-paid post to Customer’s address on record in MyEZCRM.com's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). Customer may give notice to MyEZCRM.com (such notice shall be deemed given when received by MyEZCRM.com) at any time by any of the following: letter sent by confirmed facsimile to MyEZCRM.com at the following fax numbers (whichever is appropriate): (508)398-6619; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to MyEZCRM.com at the following addresse: Aclient Software Systems, Inc. MyEZCRM Division, 775 Main Street, West Dennis, MA 02670 addressed to the attention of: Chief Financial Officer.

21. Modification to Terms
MyEZCRM.com 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. Customer is responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute Customer’s consent to such changes.

22. Assignment
This Agreement may not be assigned by Customer without the prior written approval of MyEZCRM.com but may be assigned without Customer’s consent by MyEZCRM.com 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.

23. General
With respect to all Customers, this Agreement shall be governed by Massachusetts law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state court located in Barnstable, Massachusetts and federal court located in Worcester, Massachusetts. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Customer and MyEZCRM.com as a result of this agreement or use of the Service. The failure of MyEZCRM.com to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by MyEZCRM.com in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between Customer and MyEZCRM.com and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

24. Definitions
As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means this Web Application Service Agreement, and any materials available on the MyEZCRM.com website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by MyEZCRM.com 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 Customer in the course of using the Service; " Data" means any data, information or material provided or submitted by Customer to the Service in the course of using the Service; "Effective Date" means the earlier of either the date this Agreement is accepted or the date Customer begins using the Service; "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; "License Administrator(s)" means those Users designated by Customer who are authorized to purchase licenses , to create User accounts and otherwise administer Customer’s use of the Service; “Customer(s)” means the signer of this Agreement’s Company, Entity or other legal name for doing business. "MyEZCRM.com" means Aclient Software Systems, Inc., a Masschusetts corporation, having its principal place of business at 775 Main Street, west Dennis, MA 02670 "MyEZCRM Technology" means all of MyEZCRM'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 Customer by MyEZCRM.com in providing the Service; "Service(s)" means the specific edition of MyEZCRM.com's online customer relationship management, billing, data analysis, or other services developed, operated, and maintained by MyEZCRM.com, accessible via http://www.MyEZCRM.com or another designated web site or IP address, or ancillary services rendered to Customer by MyEZCRM.com, to which Customer is being granted access under this Agreement, including the MyEZCRM.com Technology and the Content; "User(s)" means Customer’s employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by Customer (or by MyEZCRM.com at Customer’s request).

Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to sales@MyEZCRM.com

Copyright 2007-2008 MyEZCRM.com, Inc. All rights reserved.