Online Extranet Access Agreement

General
National Compliance Management Service, Inc., a Kansas Corporation, (NCMS) hosts the NCMS Extranet at which clients and other authorized parties can access confidential testing data and other client materials. The NCMS Extranet is provided for the benefit of clients and other authorized parties.  The NCMS Extranet provides clients with secure access to important and confidential data.  This User Agreement sets forth the terms and conditions governing your access and use of the NCMS Extranet. You must agree to comply with the applicable terms and conditions of this User Agreement.

Access
By indicating your acceptance of this User Agreement and/or accessing the NCMS Extranet, you agree to comply with the terms set forth herein.  If you do not agree then you may not access the NCMS Extranet.  You will be granted a User ID for access to the NCMS Extranet.  Each User ID may have a different level of access privilege.  You agree that your User ID is only for your personal use, and you will not permit anyone else to use your User ID.  You are responsible for all access to the NCMS Extranet through your User ID.  If you believe that another party has gained access to your User ID, you must inform NCMS immediately.  You may not transfer your User ID to anyone else.

You represent and warrant that any information you provide to NCMS in order to obtain access to the NCMS Extranet is complete and accurate.  It is your responsibility to inform NCMS of any changes to your user information.  NCMS reserves the right to suspend user privileges and block access of any user who violates this User Agreement. 

Permitted Uses
a.       General

Your User ID only allows you to view materials related to your relationship with NCMS, and provides no ability to view materials for any other party.  You shall not attempt to access or view materials for any other party.  If for any reason you obtain access to any materials not related to your relationship with NCMS, you shall immediately inform NCMS at webmaster@nationalcompliance.com and refrain from viewing or downloading such materials.

b. Viewing and Downloading

You have the ability to view and download materials including documents and work product.  You must maintain the appropriate level of confidentiality for material that you download from NCMS Extranet.  NCMS is not responsible for the security of any material that you download from the NCMS Extranet.

c. Uploading Material

If your User ID is granted the right, you may have the ability to upload materials to the NCMS Extranet.  You warrant that the materials you upload are for the purpose of your relationship with NCMS, and that such materials are free from any viruses, Trojan horses or any code that could harm any computer system.  You are solely responsible for any material you upload.  You must be aware that depending on the specific matter and related level of restricted access, other parties may have access to your uploaded materials.

Links
When using the NCMS Extranet, you may sometimes be linked to other web sites. NCMS is not responsible for any web sites not operated by NCMS.

Security
The NCMS Extranet uses industry standard security protection to protect against unauthorized access, including firewall protection and 128 bit encryption encoding.  NCMS may change or enhance the security protection without notice to you.  You shall not attempt to disable or circumvent any security features on the NCMS Extranet.

Termination
You may terminate your access privilege to the NCMS Extranet at any time by providing email notice to NCMS at webmaster@nationalcompliance.com  NCMS also reserves the right to terminate your registration at any time without notice.  All applicable provisions of the Agreement will survive termination of this Agreement.

Indemnification
To the extent allowed by law, you agree to defend, indemnify and hold harmless NCMS and any of its directors, officers, partners and employees from and against any and all third party claims and all liabilities, assessments, losses, costs or damages resulting from or arising out of or related to your use of the NCMS Extranet, or any breach by you of any term or condition of this Agreement.  If any such action shall be brought against any indemnified party, they shall notify you in writing and you shall assume and control the defense and settlement of each such action, including the employment of counsel and payment of all expenses. Any indemnified party shall have the right to employ separate counsel in any such action and participate in the defense, at their own cost unless otherwise agreed to by you.

DISCLAIMER OF WARRANTIES
ACCESS TO THE NCMS EXTRANET AND ITS CONTENT, PRODUCTS AND SERVICES ARE PROVIDED "AS IS." NCMS DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, CONCERNING THE MERCHANTABILITY, QUALITY, NON INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OF THE NCMS EXTRANET OR ITS CONTENT. YOU ASSUME ALL RISK OF USE. NO WARRANTY IS GIVEN THAT THE SERVICES WILL BE ERROR-FREE, FREE OF VIRUSES OR UNINTERRUPTED.  NCMS IS NOT RESPONSIBLE FOR INVALID DESTINATIONS AND TRANSMISSION ERRORS IN, CORRUPTION OF, OR THE SECURITY OF INFORMATION CARRIED OVER TELECOMMUNICATIONS CARRIERS' OR OTHER PROVIDERS' FACILITIES. NCMS HAS NO LIABILITY FOR FAULTY OR INTERRUPTED COMMUNICATION LINKS.  YOU ACKNOWLEDGE THAT PORTIONS OF THE CONTENT OF THE NCMS EXTRANET ARE PROVIDED BY THIRD PARTY USERS, AND NCMS HAS NO CONTROL OVER, OR LIABILITY FOR ANY SUCH CONTENT.

LIMITATION OF LIABILITY
NCMS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES INCURRED ARISING OUT OF THE USE OR THE INABILITY TO USE THE NCMS EXTRANET, EVEN IF NCMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.

General Compliance with Laws
You agree to comply fully with all applicable laws, statutes, ordinances, rules and regulations, and agree not to use the NCMS Extranet to facilitate collusion or for any other conduct violating antitrust or other applicable laws.

Waivers and Remedies
Any waiver by NCMS of the provisions of this Agreement or of NCMS's rights or remedies under this Agreement must be in writing to be effective. Any waiver in a particular instance shall not constitute a waiver of the same or different rights or breaches in any other instance. Failure, neglect or delay by NCMS to enforce the provisions of this Agreement or NCMS's rights or remedies at any time will not be construed and will not be deemed to be a waiver of NCMS's rights under this Agreement and will not prejudice NCMS's right to take subsequent action. No exercise or enforcement of any right or remedy under this Agreement will preclude the enforcement of any other right or remedy under this Agreement or that NCMS is entitled by law to enforce.

Ownership
The NCMS Extranet is owned by National Compliance Management Service, Inc.  Elements of the site are also protected by trademark, copyright, trade dress and other laws.

Applicable Law and Jurisdiction
This Agreement shall be governed and interpreted pursuant to the laws of the State of Kansas, United States of America, notwithstanding any principles of conflicts of law. If you take legal action relating to these terms, you agree that jurisdiction over and venue in any legal proceeding arising out of or relating to this Agreement shall be exclusively in the District Court of Reno County, Kansas. If any part of this Agreement is deemed unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of remaining provisions.

Updates and Amendments
NCMS reserves the right, in its sole discretion, to supplement, modify or discontinue any aspect of the NCMS Extranet, including, without limitation, restricting the times or means of access to the NCMS Extranet. NCMS also reserves the right, in its sole discretion, to modify this Agreement in any manner and to adopt additional terms or conditions governing your access and use of the NCMS Extranet, at any time, without prior notice. The terms of any such amendment to this Agreement shall become effective immediately upon posting of such terms on the NCMS Extranet, and your use of the NCMS Extranet on or after such effective date shall constitute acceptance of such amended terms.

Third Party Beneficiaries
All users on the NCMS Extranet are intended third party beneficiaries of this Agreement; all rights and benefits conferred by this Agreement shall extend to such users and such users are independently entitled for enforcement of its provisions. You acknowledge that each other user is relying upon the representations made in this Agreement.

Entire Agreement
This Agreement sets forth the entire understanding between NCMS and you with respect to the subject matter of this Agreement and supersedes any previous and contemporaneous communications, representations, understandings and agreements, whether oral or written, between NCMS and you with respect to said subject matter.