Developers

Buyer License Agreement

OnForce, Inc. ("OnForce") has developed an electronic web services interface (the "Interface" or "OnForce Web Services") for users of the OnForce platform ("Users") and certified developers ("Developers") to use with the OnForce platform (the "Platform"). The following are the terms and conditions with respect to your use of the Platform:

A. USES - The Interface is made available to you only for your use with the Platform. You may not use the Interface with any other system or product, unless permission is granted in writing by OnForce. In addition, you may not use the Interface in any manner that would directly or indirectly violate any laws or proprietary rights or existing system policies. OnForce reserves the right to discontinue the use of its Interface at any time if it determines, at its sole discretion, that there is any misuse or abuse by any user.

B. PROPRIETARY PROPERTY - You acknowledge that OnForce owns all rights, title and interest in the Interface including without limitation all intellectual property rights, which include (a) any Application Programming Interface (API) developed by OnForce and (b) all software, if any, associated with the Interface. It does not include any third party components used as part of the Interface or any software or other proprietary items developed by you in conjunction with the use of the Interface.

C. DISCLAIMER OF WARRANTIES - OnForce disclaims any responsibility for any harm resulting from your use of the Interface. The service is provided "as is" with no warranties of merchantability or fitness for a particular purpose. You are solely responsible for any damages to your computer system or loss of data that results from the user of the Interface. In addition, the Interface is currently in beta form and has not been fully tested or debugged. Accordingly, OnForce disclaims any responsibility for any harm resulting from your use of the Interface.

D. AVAILABILITY OF INTERFACE - OnForce agrees that it will provide uninterrupted access over the Internet, 24 hours a day, seven days per week, 365 days per year, to its Interface on a "best efforts" basis. OnForce reserves the right to interrupt access to the Interface for routine maintenance of its hardware, software and communications lines. In such instances, OnForce will not be responsible for unforeseen interruptions caused by broken Internet connections, hardware failure, software failure or other interruptions beyond its control.

E. USE OF DATABASE INFORMATION — You agree not to aggregate in computerized form any of the responses of queries made to OnForce's database for purposes other than internal use in your normal business practices. Specifically, the undersigned you agree not to resell, recompile or otherwise manipulate data or information received from OnForce's database into reports for sale in bulk or otherwise, beyond any normal business practice of selling reports to customers.

F. LIMITATION OF LIABILITY - OnForce has developed the Interface for your convenience. Under no circumstances shall OnForce be liable to any user on account of that user's use or misuse of OnForce Web Services. Such limitation of liability shall apply to prevent recovery of direct, indirect, incidental, consequential, special, exemplary, and punitive damages whether such claim is based on warranty, contract, tort (including negligence), or otherwise, even if OnForce has been advised of the possibility of such damages. Such limitation of liability shall apply whether the damages arise from use or misuse of and reliance on the OnForce Web Services, from inability to use OnForce Web Services, or from the interruption, suspension, or termination of OnForce Web Services (including such damages incurred by third parties). Such limitation shall apply notwithstanding a failure of essential purpose of any limited remedy and to the fullest extent permitted by law.

G. BUYER LIABILITY — You hereby agree you are liable for all work orders created on your account by anyone using your OnForce Web Services login and password.

H. INDEMNIFICATION - You hereby agree to indemnify, defend and hold OnForce, its officers, members, employees and agents harmless from and against any and all liability and costs incurred in the connection with or claim arising out of your use of the Interface, including without limitation, reasonable attorneys' fees.

I. POLICY CONFLICTS - The OnForce Web Services is designed to be used in conjunction with OnForce's platform. Accordingly, your use of OnForce Web Services is also governed by OnForce's User Agreement and Privacy Policy. In the event of a conflict between these Terms and Conditions and OnForce's policies as posted on its website, these Terms and Conditions shall prevail.

J. TERMINATION - In the event you determine at any time to stop using the OnForce Platform, then at such time you must cease using the Interface.

K. GENERAL PROVISIONS - These Terms and Conditions will be governed by and construed in accordance with the laws of the State of Massachusetts, without giving effect to the conflict of laws or provisions of Massachusetts or your actual state or country of residence. Any dispute arising from these Terms and Conditions shall be adjudicated in the federal or state courts located Lexington, MA. If for any reason a court of competent jurisdiction finds any provision or portion of these Terms and Conditions to be unenforceable, the remainder of these Terms and Conditions will continue in full force and effect. These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of these Terms and Conditions will be effective only if in writing and signed by OnForce.

By using the OnForce APIs or Buyer Web Services below on behalf of your company you indicate agreement to these policies and you agree to be legally bound by all of the terms and conditions set forth in the OnForce Policies, specifically including the provisions relating directly to buyers and professionals, as the case may be.