CONDITIONS OF USE/ENGAGEMENT

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SITE OR ANY OTHER CMO WEB AND WIRELESS SOLUTION ("CMO Solution") OR ENGAGING CMO WHETHER A PRODUCT OR CUSTOM SOLUTION DEVELOPED BY CMO

By using this site or other CMO Solution or engaging CMO, you signify your assent to these terms of use. If you do not agree to these terms of use, please do not use the site or purchase a CMO Solution, product or custom solution developed by CMO.

RESTRICTIONS ON USE OF MATERIALS

This site and CMO Solutions are owned and operated by CMO unless otherwise agreed (referred to as "CMO," "we," "us," or "our" herein: "CMO" means with respect to customers located the United Kingdom, CMO Limited, a company incorporated and registered in England and Wales with company number 04335488 and its registered address at 91 – 93 Buckingham Palace Rd,Westminster, London SW1W 0RP United Kingdom; with respect to customers located in Australia, CMO Handheld Software Pty Ltd, a company incorporated and registered in Victoria, Australia with company number ACN 106 146 58 and registered address at Level 3a, 49 – 51 Wellington St, St Kilda, Melbourne VIC 3182 Australia; with respect to customers located anywhere else in the world, CMO International ApS, a company incorporated and registered in Denmark with company number CVR-NO 28899750 and registered address at Frederiksgade 21, 1st Floor, 1265 Copenhagen K, Denmark;). No material from the site or CMO Solution may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way, except that you may download one copy of the materials on any single computer for your non-commercial use only, provided that you keep intact all copyright and other proprietary notices. Modification of the materials or use of the materials for any other purpose is a violation of CMO's copyright and other proprietary rights. The use of any such material on any other Web site or networked computer environment is prohibited. Except as otherwise indicated on this site and except for the trademarks, service marks and trade names of other companies that are displayed on this site, all trademarks, service marks and trade names are proprietary to CMO

In the event that you download any software from the site or CMO Solution, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "Software") are non-exclusively licensed to you by CMO. CMO does not transfer title to the Software to you. CMO retains full and complete title to the Software, and all intellectual property rights therein. You may not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form.

DISCLAIMER

THE MATERIALS IN THIS SITE AND CMO SOLUTIONS ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CMO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CMO DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR CMO SOLUTION OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CMO DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS IN THIS SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT CMO) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY'S (AND/OR, IN THE CASE OF CMO, ITS LICENSORS') AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU 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 TO PRODUCTS OR SERVICES PROVIDED BY CMO, INCLUDING BUT NOT LIMITED TO ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE EXCLUSIONS IN THIS CLAUSE SHALL APPLY TO THE FULLEST EXTENT PERMISSABLE AT LAW. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL OR CERTAIN OTHER TYPES OR DAMAGES OR FOR PERSONAL INJURY CAUSED BY NEGLIGENCE, FOR FRAUD OR FRAUDULENT MISREPRESENTATION OR FOR CERTAIN OTHER TYPES OF DAMAGES, SO THE EXCLUSIONS IN THIS CLAUSE MAY NOT APPLY TO YOU.

INDEMNITIES

You shall indemnify and hold CMO, 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 legal fees and costs) arising out of or in connection with: (i) a claim alleging that use of any submissions on this website infringes the rights of, or has caused harm to, a third party; (ii) a claim alleging that products or services developed specifically for you directly infringes a copyright or a trademark of a third party in the United Kingdom, Australia or United States of America; or (iii) a claim, which if true, would constitute a violation by you of your representations and warranties.CMO shall indemnify and hold you and your officers, directors and employees harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) actually awarded against you, your officers, directors and/or employees arising out of or in connection with: (i) a claim, which if true, would constitute a violation by CMO of its representations or warranties; provided that you (a) promptly give written notice of the claim to CMO; (b) give CMO sole control of the defense and settlement of the claim (provided that CMO may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CMO all available information and assistance; and (d) have not compromised or settled such claim. CMO shall have no indemnification obligation, and you shall indemnify CMO pursuant to this Agreement, for claims arising from any infringement arising from the combination of products or services provided with any of your or third party products, software, service, hardware or business process(s).

OTHER

All claims, disputes or disagreements which may arise out of the interpretation, performance or in any way relating to your use of this site and any and all other CMO site(s) or CMO Solutions, shall be submitted exclusively to the jurisdiction of the State or federal courts located in the Country of Access.

Terms of Engagement

Payment required within 30 days of receipt of invoice unless completion of works invoiced is disputed within 15 working days, unless agreed otherwise.

The Intellectual Property in any product or solution developed by CMO is owned by CMO unless agreed otherwise. A fee of at least 50% of the product or solution development fee will be required to transfer the ownership of Intellectual Property and associated code.

Pricing does not include any actual training, support, customisation or any server hosting fees payable to a hosting facility unless explicitly agreed otherwise.

Pricing does include onsite or remote installation unless explicitly agreed otherwise.

All quotes are valid for 30 days, unless otherwise stated.

1. Support Services

CMO represents and undertakes that it will provide the following support services to Clients pursuant to the payment of an agreed maintenance fee:

Support Type	Support Hours	Support Contact
Email (Preferred)	365 x 24 x 7. Responses will be made within 24 hours.	support@cmohandheldsoftware.com
Web	365 x 24 x 7. Responses will be made within 24 hours.	www.cmohandheldsoftware.com/support
Telephone	During Business Days: Australia: 9am – 5pm United Kingdom: 9am - 5pm USA: 8am - 4pm Eastern Time	+61 3 9018 7263 +44 207 193 1982 +1 859-648-0336

Support requests should be in the format of the Fault Report Form available at www.cmohandheldsoftware.com/support, as well as clearly identify the exact issue, so that the CMO Support team can attempt to replicate the error if required.

2. Support Allowance

Each Client will be allocated an allowance of issues before additional charges are incurred for Support fees:

1. Each Client will be given an allowance of 12 independent issues per year, irrespective of the time it takes the CMO Support team to resolve each issue.
2. Issues are to be recorded with the CMO Support team as per the above clause.
3. Integration with existing systems, custom report development and other customisation of the application for particular users is not included in the support allowance.

3. Error Correction Services

CMO shall use its reasonable endeavours to correct any defects or errors found in software on the following basis:

1. If a Client discovers that the latest release of the software (The “Current Release”) fails to function as documented, a Client shall then as soon as reasonably practicable notify CMO of such defect or error and shall provide CMO (so far as it is able) with details of the defect or error as follows:
1. if the defect or error arises during the Support Hours, a Client shall contact CMO to discuss the defect or error in question pursuant to this agreement. CMO may require a Client to complete and submit to CMO's relevant point of contact by electronic mail CMO's fault report form which shall contain sufficient information to describe the nature of the defect or error and its impact on a Client's operations to enable CMO to classify the defect or error which shall be classified into one of the three following priorities:
Level A recurring catastrophic failure for which no detour exists
Level B a defect or error severe enough to result in serious inconvenience to a Client
Level C all other problems which a Client can reasonably avoid or detour including any defects or errors which are not reproducible or for which there is no urgency to resolve

and a Client shall, wherever possible, provide CMO with a documented example of the defect or error; and

CMO shall, after receiving the Fault Report Form pursuant to Clause 5.3(a) above, commence to work on correction procedures to remedy the defect or error in question within the following timescales:

aa) Level A
      48 hours to resolve and return resolution to a Client
bb) Level B
      5 calendar days to resolve and return resolution to a Client
cc) Level C
      as soon as reasonably practicable subject always to the provisions

2. Forthwith upon such correction being completed, CMO shall deliver to a Client the corrected version of the object code of the Current Release. The Client shall evaluate the corrected version of the Current Release pursuant to Clause 5.6 in order to ascertain whether or not the defect or error has either been resolved to its reasonable satisfaction. The Client shall not unreasonably withhold or delay its agreement to any such reclassification.
3. CMO shall provide a Client with all such assistance including site visits (to be charged at CMO's tariff then current) as may be reasonably required by a Client to enable a Client to implement the use of the corrected version of the Current Release.
4. The foregoing error correction service shall not include any Maintenance Services or other support in respect of:
1. any defects or errors which, in the reasonable opinion of CMO, result from any modifications of the Current Release made by any person other than CMO;
2. use any version of the software other than the Current Release;
3. incorrect use of the Current Release or database or operator error;
4. any fault in the Equipment or in any programs used in conjunction with the Current Release;
5. any defects or errors caused by the use of the Current Release on or with equipment (other than the Equipment) [or programs] not supplied by or approved in writing by CMO [provided that for this purpose any programs designated for use with the Current Release shall be deemed to have the written approval of CMO];
6. any unauthorised modification of the Current Release if such modification would result in a departure from the purpose of the Software;
7. operation of the Current Release outside CMO's recommended applicable operating conditions and environmental specifications;
8. improper site preparation or maintenance;
9. accident, neglect, hazard or misuse; natural calamity; failure or fluctuation of electrical power or environmental conditions; or
10. any unauthorised maintenance of the Current Release or other failure of a Client to perform its obligations under this Agreement;
5. If CMO, in its sole and absolute discretion, provides any Maintenance Services or other support services in:
1. circumstances where CMO reasonably determines that the Current Release is substantially fulfilling the Specification; or
2. respect of any of the matters referred to in Clause 5.3(h) above,
then CMO shall do so on its terms and at its tariff then current.
6. The parties acknowledge the Software such as the Current Release is complex, and that certain errors and defects are incapable of correction or may require an inordinate amount of time and money to correct. If CMO reasonably concludes that a Software defect or error falls into either of these categories, then CMO shall have no obligation to correct such defect or error.
7. In performing its obligations under this Agreement, CMO may in its sole and absolute discretion:
1. provide a local fix or patch;
2. provide a temporary by pass solution;
3. schedule the resolution of the defect or error for inclusion in a subsequent Release;
4. modify documentation to reflect operating limitations and correct operating procedures; and
5. request such additional information from a Client as may be required to enable it to identify and correct the malfunction or error in question.

4. Software Maintenance

From time to time, CMO may be required to undertake maintenance on Software that may result in the loss of access to some or all areas and functionality of Software developed. Although CMO will undertake to minimize as far as possible the inconvenience of any such down-time and, if possible, notify users by email ahead of time, the General Warranty and Disclaimer above applies equally to any losses or damage that may result regardless of whether such loss or damage may have been foreseeable.

5. CMO COMPLIANCE

If you are purchasing CMO COMPLIANCE or any associated services, then the terms of the CMO COMPLIANCE Master Services Agreement apply.