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and related graphics contained in EEE for any purpose. All such information, software, products,
<br />services and related graphics are provided "as is" without warranty of any kind. eCompliance
<br />and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this
<br />information, software, products, services and related graphics, including all implied warranties
<br />and conditions of memhantability, fitness for a particular purpose, title and non-infringement.
<br />
<br />In no event shall eCompliance and/or its suppliers be liable for any direct, indirect, punitive,
<br />incidental, special, consequential damages or any damages whatsoever including, without
<br />limitation, damages for loss of use, data or profits, arising out of or in any way connected with
<br />the use or performance of the EEE, with the delay or inability to use EEE or related services, the
<br />provision of or failure to provide services, or for any information, software, products, services
<br />and related graphics obtained through EEE, or otherwise arising out of the use of EEE, whether
<br />based on contract, tort, negligence, strict liability or otherwise, even if eCompliance or any of its
<br />suppliers has been advised of the possibility of damages. Because some states/jurisdictions do
<br />not allow the exclusion or limitation of liability for consequential or incidental damages, the
<br />above limitation may not apply. If you are dissatisfied with any portion of EEE, or with any of
<br />these terms of use, your sole and exclusive remedy is to discontinue using EEE.
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<br />8. iNDEMNIFICATION
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<br />Each party hereto agrees to defend, indemnify, and hold harmless the other party and its
<br />subsidiaries and other affiliated companies as defined under the Securities Act of 1933, as
<br />amended, and their employees, contractors, officers, and directors from all liabilities, claims, and
<br />expenses, including attorney's fees, that arise from the indemnifying party's use or misuse of
<br />EEE. eCompliance and Client reserve the fight, at their own expense, to assume the exclusive
<br />defense and control of any matter otherwise subject to indemnification hereunder, in which event
<br />the other party will cooperate in asserting any available defenses.
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<br />9. iNTERNATIONAL USE
<br />
<br />eCompliance makes no representation that materials in EEE are appropriate or available for use
<br />in locations outside the United States, and accessing them from territories where their contents
<br />are illegal is prohibited. Those who choose to access this site from other locations do so on their
<br />own initiative and are responsible for compliance with local laws.
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<br />10. CHOICE OF LAW AND FORUM
<br />
<br />This Service Agreement shall be governed by and construed in accordance with the laws of
<br />California, excluding its conflicts of law rules. Client expressly agrees that the exclusive
<br />jurisdiction for any claim or action arising out of or relating to these Terms of Use or Client use
<br />of EEE shall be filed only in the state or federal courts located in the California, and Client
<br />further agrees and submits to the exercise of personal jurisdiction of such courts for the purpose
<br />of litigating any such claim or action.
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