November 2015 

Terms and Conditions 

Please read the following terms and conditions very carefully. IF YOU DO NOT AGREE WITH THE FOLLOWING TERMS AND CONDITIONS, DO NOT DOWNLOAD OR INSTALL THIS SOFTWARE. By downloading, installing or using this software or any portion thereof, you agree to the following terms and conditions: 

1. USE OF THE DIRECTORS DESK APPLICATION. 

a. Subject to the terms and conditions of this Agreement, You are hereby granted the nonexclusive, non‐transferable right to use this software and related website (the “Directors Desk Application”) on Apple, Inc.’s (“Apple”) iPad® running compatible versions of iOS and on tablet devices running compatible versions of Microsoft Corporation’s Windows® mobile operating system (each an “Authorized Device”) solely for your access and use, as an authorized user, of Corporate Solutions’ Directors Desk service. You may not use the Directors Desk Application on any Authorized Device whose security settings have been altered or on which any third party software has been downloaded which has not been certified for download by Apple or Microsoft or in any manner that may impair, overburden, damage, disable or otherwise compromise (i) Corporate Solutions’ services;
(ii) any other party’s use and/or enjoyment of Corporate Solutions services; or (iii) the services and products of any third parties (including, without limitation, the Authorized Device, Apple or Microsoft). 

You agree to comply with all local laws and regulations governing the downloading, installation and/or use of the Directors Desk Application, including, without limitation, any usage rules set forth by Apple or Microsoft in its online application store terms of service. 

b. From time to time, for reasons in Corporate Solutions’ sole discretion, Corporate Solutions may automatically check the version of the Directors Desk Application installed on the Authorized Device and, if applicable, provide updates for the Directors Desk Application which may contain, without limitation, bug fixes, patches, enhanced functionality, plug‐ins and new versions of the Directors Desk Application, as well as updates to this Agreement (each an “Update” and collectively, the “Updates”). By installing the Directors Desk Application, You authorize the automatic download and installation of Updates and agree to download and install Updates manually if necessary. Your use of the Directors Desk Application and Updates will be governed by this Agreement (as amended with any terms and conditions that may be provided with the Updates.) 

c. Corporate Solutions reserves the right to temporarily disable or permanently discontinue any and all functionality of the Directors Desk Application at any time without notice and without liability to You. For the avoidance of doubt, this Agreement is solely between Corporate Solutions and You. Apple and Microsoft are third party beneficiaries of this Agreement. Further, Apple and Microsoft are not: 

(i) liable for any third party claims that may be brought solely in connection with the Directors Desk Application, or
(ii) obligated to provide any support service or maintenance in connection with the Directors Desk Application. 

In the event You purchased the Directors Desk HD Application from Apple or Microsoft and the Directors Desk HD Application fails to conform to any applicable warranty, You may notify Apple or Microsoft (as applicable) of such non‐conformance and seek a refund from Apple or Microsoft. If You need to contact Corporate Solutions about the Directors Desk Application, You may do so by so via the following link: https://secure.directorsdesk.com/support/. 

d. The Directors Desk Application may enable you to access data and/or functionality sourced from third‐party providers. For such data and/or functionality, your access, continued access and use of the data and/or functionality is subject to additional terms required by such third‐party providers. Such third‐party terms shall be made available to you from time to time within the Directors Desk Application, or directly by a third‐party provider or by Corporate Solutions at www.nasdaqomx.com/corporatesolutions/3ptyterms. By downloading, installing or using the Directors Desk Application or any portion thereof, you acknowledge and agree that: (a) such third‐party terms are legally binding on you, and you shall comply with such third‐party terms, to the extent you use or access related data and/or functionality; (b) no third‐party term shall expand your rights or Corporate Solutions’ obligations under this Agreement; (c) the various third‐party terms that have been provided, are being provided contemporaneously herewith or will be provided hereafter from time to time, are provided on a per third‐party provider basis, and you shall not be entitled to draw any inference by construing together the various third‐party terms; and
(d) each such third‐party provider shall be an express thirdparty beneficiary of this Agreement in respect of the third‐party terms provided by such specific thirdparty provider and the other terms of this Agreement expressly applicable generally to all third‐party providers. Third‐party providers may require that Corporate Solutions suspend or terminate your access to data and/or functionality provided by that third‐party provider if you fail to comply with the applicable third‐party terms, and you acknowledge that Corporate Solutions shall have no liability in the event of such suspension or termination. 

2. PRIVACY/ DATA PROTECTION CORPORATE SOLUTIONS DISCLAIMS ALL RESPONSIBILITY AND LIABILITY WITH RESPECT TO ANY CUSTOMER CONTENT OR DATA THAT IS PROCESSED OR TRANSMITTED WITH THE DIRECTORS DESK APPLICATION. CUSTOMER ACKNOWLEDGES AND AGREES THAT WHERE CUSTOMER PROVIDES DATA TO BE PROCESSED BY CORPORATE SOLUTIONS, CUSTOMER IS THE SOLE “DATA CONTROLLER” AND IS SOLELY RESPONSIBLE FOR ITS OWN COMPLIANCE WITH ALL APPLICABLE LAWS WITH RESPECT TO SUCH DATA, INCLUDING, WITHOUT LIMITATION APPLICABLE DATA PROTECTION AND PRIVACY LAWS. 

3. PROPRIETARY RIGHTS. 

a. You hereby acknowledge and agree that as between you and Corporate Solutions, Corporate Solutions owns all rights, titles and interest in and to the Directors Desk Application and to any and all proprietary and confidential information contained therein (“Corporate Solutions Information”). Corporate Solutions does not claim ownership right in data you upload to Directors Desk. 

b. The Directors Desk Application and the Corporate Solutions Information are protected by applicable intellectual property and other laws, including patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other applicable proprietary rights, including any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and worldwide effect. You agree that You will not (and will not allow any third party to) (i) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, or disassemble the Directors Desk Application or otherwise attempt to derive source code from the Directors Desk Application; (ii) copy, distribute, transfer, sell or license the Directors Desk Application; (iii) transfer the Directors Desk Application to, or use the Directors Desk Application on, a device other than the Authorized Device; (iv) take any action to circumvent, compromise or defeat any security measures implemented in the Directors Desk Application; (v) use the Directors Desk Application to access, copy, transfer, retransmit or transcode any content in violation of any law or third party rights; (vi) remove, obscure, or alter Corporate Solutions’ (or any third party’s) copyright notices, trademarks or other proprietary rights notices affixed to or contained within or accessed through the Directors Desk Application.  

4. DISCLAIMER OF WARRANTIES. CORPORATE SOLUTIONS AND ITS THIRD PARTY PROVIDERS MAKE THE DIRECTORS DESK APPLICATION AVAILABLE ON AN "AS IS" BASIS. CORPORATE SOLUTIONS MAKES NO WARRANTY: (I) THAT THE DIRECTORS DESK APPLICATION WILL MEET YOUR REQUIREMENTS; (II) THAT THE DIRECTORS DESK APPLICATION WILL BE ERROR‐FREE; (III) REGARDING THE SECURITY, RELIABILITY, TIMELINESS OR PERFORMANCE OF THE DIRECTORS DESK APPLICATION; OR (IV) THAT ANY ERRORS IN THE DIRECTORS DESK APPLICATION WILL BE CORRECTED. NO ADVICE, CONTENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CORPORATE SOLUTIONS OR THROUGH THE DIRECTORS DESK APPLICATION SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CORPORATE SOLUTIONS EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON‐INFRINGEMENT. YOUR USE OF THE DIRECTORS DESK APPLICATION IS AT YOUR SOLE RISK. CORPORATE SOLUTIONS SHALL NOT BE OBLIGATED TO PROVIDE YOU WITH ANY MAINTENANCE OR SUPPORT SERVICES IN CONNECTION WITH THE DIRECTORS DESK APPLICATION. 

5. LIMITATION OF LIABILITY. 

a. YOU EXPRESSLY UNDERSTAND AND AGREE THAT CORPORATE SOLUTIONS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CORPORATE SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (I) YOUR USE OF OR INABILITY TO USE THE DIRECTORS DESK APPLICATION; (II) YOUR INABILITY TO USE THE DIRECTORS DESK HD APPLICATION TO ACCESS CONTENT OR DATA; (III) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (V) ANY OTHER LOSS OR DAMAGE RELATING TO THE DIRECTORS DESK APPLICATION. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. 

b. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT, BY LAW, BE FULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS IN SECTIONS 4 AND 5 WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU, AND CORPORATE SOLUTIONS’ LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. 

6. INDEMNITY. 

You agree to hold harmless and indemnify Corporate Solutions (and its affiliates, officers, employees, directors, and agents) from and against any claim, suit or action arising from or in any way related to Your use of the Directors Desk Application or Your violation of this Agreement, including any liability or expense arising from any and all claims, losses, damages, suits, judgments, litigations costs and attorneys’ fees, of every kind and nature. In such case, Corporate Solutions will provide You with written notice of such claim, suit or action. 

7. TERMINATION. 

a. Your right to use the Directors Desk Application to use and access the Directors Desk service will automatically terminate at the same time (i) your rights as an authorized user of the Directors Desk service terminate (for example, if your company’s subscription to the Directors Desk service terminates) or (ii) you breach the terms of this Agreement. You may terminate this Agreement at any time by permanently deleting the Directors Desk Application in its entirety from the Authorized Device, whereupon (and without any notice from Corporate Solutions) any rights granted to You in this Agreement will automatically terminate. 

b. If You fail to comply with any provision of this Agreement, any right granted to You herein will automatically terminate. In the event of such termination, You must immediately delete the Directors Desk Application from the Authorized Device. 

c. The provisions of Sections 3, 4, 5, 6, 7, 8 and 10 of this Agreement shall survive any termination or expiration of this Agreement. 

8. 3RD PARTY CODE. The Directors Desk Application is distributed with certain independent code that is licensed under free or open source licenses (“FOSS Code”) and such FOSS Code is licensed to you in accordance with the free/open source license applicable to each such code library. To the extent that any of the terms and conditions of these Terms and Conditions conflict with the FOSS Code licenses of the FOSS Code libraries below, the conflicting terms and conditions of these Terms and Conditions will not apply to the corresponding FOSS Code:

9. MODIFICATIONS TO AGREEMENT. Corporate Solutions may, from time to time in Corporate Solutions’ sole discretion, modify this Agreement. Such modifications shall be effective as soon as the modified version of this Agreement is posted in Apple’s and/or Microsoft’s online application store. You can determine when this Agreement was last revised by referring to the date legend at the top of the then‐current version of the Agreement posted in such online application store. Your use of the Directors Desk Application following any posted modifications to this Agreement constitutes Your acceptance of the revised version of the Agreement as posted in such online application store. 

10. MISCELLANEOUS PROVISIONS. This Agreement and all legal relations between You and Corporate Solutions shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of laws principles. The parties hereto, and their successors and assigns, consent to the exclusive jurisdiction and venue of the United States federal and New York state courts in the Southern District of New York, in connection with any dispute or claim arising under this Agreement. Each party waives any right that it may have to assert that such forum is not convenient. Except as provided below, this Agreement is the complete and exclusive statement of the agreements between the parties with respect to the subject matter hereof and supersedes all other communications or representations or agreements (whether oral, written or otherwise) relating thereto. The failure of either party at any time to require performance of any provision of this Agreement shall not affect such party’s right at a later time to enforce the same. No waiver or modification of any of the terms or conditions hereof shall be valid or binding unless in writing and signed by the party against whom the enforcement of the waiver or modification is sought. No waiver or any breach of any of the terms and conditions hereof or of any default hereunder, shall be deemed a waiver of any repetition of such breach or of such default or in any way affect any of the terms and conditions hereof. If any provision of this Agreement shall to any extent be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall in no way be affected or impaired thereby and each such provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. In such case, this Agreement shall be reformed to the minimum extent necessary to correct and invalidity, illegality or unenforceability, while preserving to the maximum extent the rights and commercial expectations of the parties hereto, as expressed herein. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Directors Desk Application or this Agreement must be filed by You within one (1) year after such claim or cause of action arose, or otherwise be forever barred. The section headings in this Agreement are for convenience only and have no legal or contractual effect.