NDC CORP.

TERMS OF USE AGREEMENT

These Terms of Use are a legally binding agreement between NDC Corp. a company located in the State of Connecticut (NDC) and you, the company you represent, or other entity you represent acknowledging as a visitor to our website. All references to “we,” “us,” “our,” or the “site” shall be construed to mean NDC. All references to “you” or “your” shall be construed to mean a visitor to our website.

AGREEMENT

This Agreement describes the terms governing your use of this website, including content, updates.

A. PROPRIETARY NATURE OF CONTENT

By visiting our website, you agree and acknowledge that any information provided on or made available through this website is proprietary and that the information may further be protected by copyright, trade secret, and other intellectual property laws. You agree not to copy, post, distribute, link to, publish, reproduce, engage in, or transmit any information or photographs contained on this website. Further, you agree not to use the information contained on this website in a manner inconsistent with the terms of this Agreement or in a manner that violates any applicable state or federal law or regulation.

B. NO WARRANTIES

The content of this website is for informational purposes only. Any representation made by us regarding our company or our product(s) does not create any agreement, promise or warranty between NDC and a visitor to the site and present or future customer.

LIMITATION OF LIABILITY

IN NO EVENT SHALL NDC BE LIABLE IN CONTRACT OR TORT FOR ANY LOSS OR INJURY ARISING FROM A VISITORS USE OF OR THE INFORMATION CONTAINED ON THE SITE, INCLUDING INCIDENTAL, PUNITIVE SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, AS WELL AS LOSS OF INCOME, DATA, PROFITS, GOODWILL, REVENUE OR BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR FOR OTHER ECONOMIC OR NON-ECONOMIC LOSS. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL NDC’S LIABILITY TO VISITOR TO THIS SITE IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL FEES PAID TO NDC BY THE SITE VISITOR IN THE PRECEDING TWELVE (12) MONTH PERIOD FROM THE TIME OF THE EVENT THAT GAVE RISE TO SUCH LIABILITY, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION.

Complete Agreement. This Agreement contains the complete and exclusive statement of the Agreement between you and NDC concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, proposals, negotiations, representations or warranties of any kind, whether oral or written. There shall be no waiver or modification of the terms of this Agreement except in writing.

Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed from the Agreement and the other provisions shall remain in full force and effect.

Mediation/Arbitration. The parties to this Agreement expressly waive the right to trial any claim or controversy in state or federal court. Instead, parties herein agree that the sole remedy for disputes arising out of this Agreement shall be as follows: 1) The parties must first submit to mediation in Hartford, Connecticut under the Commercial Mediation Rules of the American Arbitration Association; 2) In the event that such mediation fails, then the aggrieved party may request that the claim, controversy or cause of action be submitted to binding arbitration in Hartford, Connecticut, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in Hartford, Connecticut.

Trademarks. You shall not use the name, logo, or other trademarked material of NDC without the prior written approval of NDC, for any purpose, including but not limited to advertising and marketing purposes. Also, you must not remove or destroy any copyright notices, proprietary markings or confidential legends placed upon or contained on the website without the prior written approval of NDC.

Governing Law. This Agreement shall be interpreted under the laws of the State of Connecticut. The parties agree to the extent applicable to submit to the exclusive jurisdiction of the courts of the State of Connecticut, which shall be the proper forum and venue.

Acceptance. The parties acknowledge that they have read the terms and conditions of this Agreement as well as the privacy policy and at this moment agree to be bound by them. This Agreement is accepted by and effective upon Customers use of the Software.