IMPORTANT – READ CAREFULLY: YOUR USE OF BEYOND WORKPLACE HEREIN AFTER CALLED “SERVICES” IS CONDITIONED UPON YOUR COMPLIANCE AND ACCEPTANCE OF THESE TERMS.

INTRODUCTION

IMPORTANT – READ CAREFULLY: BY CLICKING THE "SIGN-UP” BUTTON, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. This is a legal agreement (“Agreement,” and also referred to as the “Terms of Use”) between You and CLEAR AND SIMPLE APPLICATIONS NETWORK INC for use of the Services that You selected or initiated, which may include Beyond Workplace Smart Enterprise Suite applications and other services available from time to time (collectively, the “Services”). “You” refers to either (a) the individual or entity that registered and/or provided his or her credit card or other payment mechanism for the Services or, (b) if the Services are being tested for demonstration purposes on behalf of an entity by an individual authorized to purchase the Services on behalf of such entity, the “You” or, alternatively, “Subscribing Organization or the Subscribing Individual” refers to such entity. If You do not agree with the terms of this Agreement, do not click the “SIGN UP” button and do not use or join any meeting supported by the Services or make any other use of the Services. Any software associated with the Services is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

1. DESCRIPTION OF SERVICES; STATEMENT OF INTENDED USE

The Services include an intranet suite of applications including, but not limited to, a project portfolio management tool, agenda, contact lists, document manager, expense reports, forums, purchase orders, timesheets, tasks and discussions applications, in addition to certain communication features. Together, these Services are referred to herein as a “Site’’ or ‘’BEYOND WORKPLACE”. By registering, the individual or the organization identified as the Subscribing Organization or the Subscribing Individual in the Site registration process will be assigned a user name and password.” The Services, all information, products and services contained or described in the Services or any Linked Sites, and the URL, user name and password provided for demonstration purposes may be accessed and used solely by the Subscribing Organization or the Subscribing Individual to which such URL, username and password is assigned and its Members, solely for purposes of establishing and maintaining. CLEAR AND SIMPLE APPLICATIONS NETWORK INC. may at any time terminate the Services or any feature, or the Subscribing Organization or the Subscribing Individual's or it's Members' access as provided in Sections 4 and 5 hereof. All changes to the Services will be subject to these Terms.

3. REGISTRATION CODE; PASSWORD; SECURITY

The sharing of user login names and/or passwords by more than one individual to avoid the payment of license fees constitutes a violation of these Terms of Use.

The Subscribing Organization or the Subscribing Individual will be notified immediately of any known or suspected unauthorized use, activities or disclosure of the CLEAR AND SIMPLE APPLICATIONS NETWORK INC. Services or any information, or any other breach of security. CLEAR AND SIMPLE APPLICATIONS NETWORK INC. will not be liable for any failure by the Subscribing Organization or the Subscribing Individual or its Members to comply with this Section or any other provision of these Terms. In the event that a dispute arises over the rightful control of any TEACHER'S LOGBOOK license, CLEAR AND SIMPLE APPLICATIONS NETWORK INC. will have no obligation to any party to continue to grant access to the CLEAR AND SIMPLE APPLICATIONS NETWORK INC. Services except under an order from a court of competent jurisdiction.

4. TERMINATION

CLEAR AND SIMPLE APPLICATIONS NETWORK INC, in its sole discretion, may terminate, cancel, suspend, limit, discontinue, and/or deactivate (temporarily or permanently) all or any part of the Services, registration code, any password, Site Name, registration, any part or all of the Site, and/or the Subscribing Organization or the Subscribing Individual's and/or its Members' access to and use of any part or all of their personally identifiable information (collectively, "Personal Information"), Registration Information, Site Information, the Services and/or the Site, and/or their rights under these Terms (all of the foregoing rights and actions to "Terminate" or a "Termination"), all at any time, including without limitation if (a) CLEAR AND SIMPLE APPLICATIONS NETWORK INC. believes that the Subscribing Organization or the Subscribing Individual or a Member has violated or is threatening to violate these Terms or other policy, its Third Party Providers or applicable law, has misused or is threatening to misuse the Services, or has conducted or is threatening to conduct any fraudulent, abusive, or illegal activity, (b) CLEAR AND SIMPLE APPLICATIONS NETWORK INC. believes that the Subscribing Organization or the Subscribing Individual or any of its Members has accessed or is attempting to access any part of the Services or Content without authorization, or Personal Information of any other Subscribing Organization or the Subscribing Individual, (c) the Subscribing Organization or the Subscribing Individual assigns its rights to the CLEAR AND SIMPLE APPLICATIONS NETWORK INC. Services, (d) CLEAR AND SIMPLE APPLICATIONS NETWORK INC. discontinues the Services or any part thereof for any reason. (e) the Subscribing Organization or the Subscribing Individual or a Member makes excessive use of bandwidth, or transmits excessive numbers of e-mails, notices or other transmissions inconsistent with the number of members registered and using the Service in the sole discretion of CLEAR AND SIMPLE APPLICATIONS NETWORK INC.. CLEAR AND SIMPLE APPLICATIONS NETWORK INC. reserves the right to investigate the validity of any complaint presented to it, which alleges that any CLEAR AND SIMPLE APPLICATIONS NETWORK INC. Services have been used to conduct fraudulent, abusive or illegal activity, or has been used in any way that violates these Terms. Such investigations may include logging on to the site and/or reviewing any data or information contained therein. CLEAR AND SIMPLE APPLICATIONS NETWORK INC. will not, however, provide any such information to any third party unless required by law or court order.

A Termination described in Section 4(a), (b), (c), or (d) may be made with or without notice and will be effective immediately. In the event of Termination, CLEAR AND SIMPLE APPLICATIONS NETWORK INC. may remove and/or permanently delete from its servers all of the Subscribing Organization or the Subscribing Individual's and its Members' Information, Registration Information and Personal Information and all backup copies. CLEAR AND SIMPLE APPLICATIONS NETWORK INC. may (but will not be required to) remove from its servers and/or permanently delete all such Information and/or all backup copies thereof, without further notice and without any liability of CLEAR AND SIMPLE APPLICATIONS NETWORK INC. to the Subscribing Organization or the Subscribing Individual, its Members or any third party. Notwithstanding anything in these Terms to the contrary, if CLEAR AND SIMPLE APPLICATIONS NETWORK INC. reasonably believes that the Subscribing Organization or the Subscribing Individual or any of its Members has violated or is threatening to violate applicable law or the provisions of Section 4(b) or has conducted or is threatening to conduct any fraudulent, abusive, or illegal activity, CLEAR AND SIMPLE APPLICATIONS NETWORK INC. may, without any notice, refer the Subscribing Organization or the Subscribing Individual and/or its Members to appropriate law enforcement agencies, and/or immediately remove and/or permanently delete the Site Information, Registration Information and/or Personal Information as otherwise provided herein. If a Subscribing Organization or the Subscribing Individual or its Members are the subject of a Termination described in this Section 4, they may not re-register for or continue to use the Services in any manner or for any reason. If the Subscribing Organization or the Subscribing Individual wishes to terminate its use of the Services, it must notify CLEAR AND SIMPLE APPLICATIONS NETWORK INC. by sending an email to: appsadmin@clear-simple.net. The provisions of Sections 13 and 14 will survive any Termination under Section 4 or 5 and any discontinuance.

5. ACCESS TO SERVICES; SUPPORT; THIRD PARTY PROVIDERS; RIGHTS

To use the Services, the Subscribing Organization or the Subscribing Individual and its Members must obtain and pay any fees for access to the World Wide Web and provide all equipment necessary to make such connection, including a computer and modem or other access device. The Subscribing Organization or the Subscribing Individual and its Members may access the Services only by means of the interface provided by CLEAR AND SIMPLE APPLICATIONS NETWORK INC.. Although the Services are generally accessible worldwide, access may not be available to all persons or in all locations. CLEAR AND SIMPLE APPLICATIONS NETWORK INC. reserves the right to limit access to the CLEAR AND SIMPLE APPLICATIONS NETWORK INC. Services or the Services by any Subscribing Organization or the Subscribing Individual, Member, or person, or from any location. CLEAR AND SIMPLE APPLICATIONS NETWORK INC. does not endorse, is not responsible for and makes no representation or warranty concerning the reliability or availability of these Linked Sites or the accuracy, reliability, completeness or authenticity of their contents, advertising or products, and is not responsible for web casting or any transmission received from any Linked Site. Use of Linked Sites is subject to the privacy policies, terms of service and other conditions applicable to such Sites. All linking to Linked Sites is at the sole risk of the Subscribing Organization or the Subscribing Individual and its Members. Any concerns regarding any Linked Site or its content, products or services should be directed to the administrator or webmaster of such Linked Site.

6. FEES

All fees are payable in Canadian currency unless invoiced or charged by CLEAR AND SIMPLE APPLICATIONS NETWORK INC. in another currency, in which case the fees must be paid in the currency invoiced. All transmission fees, currency translation fees, wire and bank fees chargeable by or deducted from remittances by any bank, including the transmitting, intermediary or recipient bank are the responsibility of the remitting party (Subscribing Organization or the Subscribing Individual). Merchant fees charged by Credit Card Companies to CLEAR AND SIMPLE APPLICATIONS NETWORK INC., will be absorbed by CLEAR AND SIMPLE APPLICATIONS NETWORK INC. and are expressly not the responsibility of the remitting party (Subscribing Organization or the Subscribing Individual).

During completion of the License purchase, one person is designated as the responsible contact for purposes of billing and payment of fees (the "Billing Contact"). The Billing Contact is not personally liable for the Services fees, nor are individual site members. The obligation to pay fees rests with the Subscribing Organization or the Subscribing Individual. The Billing Contact may, however elect to furnish a personal credit card for the purpose of paying license fees in which case the furnishing of such information is considered his/her authorization for CLEAR AND SIMPLE APPLICATIONS NETWORK INC. to use the card for any and payments related to the CLEAR AND SIMPLE APPLICATIONS NETWORK INC. Services . The Services are provided on a trial version or a purchased license of TEACHER'S LOGBOOK.Third party opt-in email services, HTML email that may have sponsors or ads within it, and free License offers are not considered advertising or sponsorship advertising for purposes of License charges. Subscribing Organization or the Subscribing Individuals and its Members agree that should license fees not be paid in a timely manner, CLEAR AND SIMPLE APPLICATIONS NETWORK INC. may, in its sole discretion, discontinue service until such time as the payments are brought current. Subscribing Organization or the Subscribing Individuals and its Members further agree that should payment for the Services be made to a third party in connection with its offering of our service, and said third party fails to make payments to CLEAR AND SIMPLE APPLICATIONS NETWORK INC., CLEAR AND SIMPLE APPLICATIONS NETWORK INC. may, in its sole discretion, discontinue service until such time as the payments are brought current.

Should The Subscribing Organization or the Subscribing Individuals choose The Monthly License per user mode. Fees are charged in accordance with CLEAR AND SIMPLE APPLICATIONS NETWORK INC. 's published prices at the time of initial License purchase of the Service.

The Subscribing Organization or the Subscribing Individuals shall not be charged for the calendar month in which the license is created. Billing will begin starting with the first day of the calendar month after the creation of the site. It is the responsibility of the Subscribing Organization or the Subscribing Individuals to monitor and update their license. CLEAR AND SIMPLE APPLICATIONS NETWORK INC. will not be responsible for deleting member records, nor will it do so if requested. Deletion of member records must be done by a Site Administrator. License fees are billable to the person designated by the Subscribing Organization or the Subscribing Individual as indicated in the billing contact information record. It is the Subscribing Organization or the Subscribing Individual's responsibility to ensure that the billing contact information is complete and accurate at all times. Only a Site Administrator or the designated billing contact person may cancel a License. Cancellation may be made at any time by any Site Administrator or Billing Contact person through an e-mail instruction from either a Site Administrator e-mail account or a Billing Contact person's e-mail account as contained on the License. Cancellation requests must be addressed to support@clear-simple.net. Any cancellation will take effect, for billing purposes, as of the last day of the calendar month in which the cancellation request is received by CLEAR AND SIMPLE APPLICATIONS NETWORK INC.. Upon receipt of a valid cancellation request, CLEAR AND SIMPLE APPLICATIONS NETWORK INC. may deactivate the License at any time. Unless and until a cancellation request is received by CLEAR AND SIMPLE APPLICATIONS NETWORK INC., the Subscriber agrees that CLEAR AND SIMPLE APPLICATIONS NETWORK INC. may automatically invoice or charge the credit card on file for the full amount of each succeeding month’s license fees, or in the case of an annual License purchase, for each succeeding year.

Fees for other services, including but not limited to extra disk storage, e-mail storage and SSL security are also charged in accordance with the prices in effect at the time of purchase, or renewal

7. THIRD PARTY (PARTNER) SITES

Subscribing Organization or the Subscribing Individuals may register for the CLEAR AND SIMPLE APPLICATIONS NETWORK INC. Services through a Partner who may be a reseller of the Services on behalf of CLEAR AND SIMPLE APPLICATIONS NETWORK INC.. In such cases, the Subscribing Organization or the Subscribing Individual hereby agrees that CLEAR AND SIMPLE APPLICATIONS NETWORK INC. may provide membership, billing and other necessary contact information, including, but not limited to "personally identifiable member information" to the CLEAR AND SIMPLE APPLICATIONS NETWORK INC. Partner notwithstanding anything contained in these Terms of Use or the CLEAR AND SIMPLE APPLICATIONS NETWORK INC. Privacy Policy.

8. STORAGE AND FILE DOWNLOAD/BANDWIDTH LIMITATIONS

Storage space for the Subscribing Organization or the Subscribing Individual is currently provided in accordance with the CLEAR AND SIMPLE APPLICATIONS NETWORK INC. price list in effect from time to time, and it may be impossible to store some data or information at the Site due to space constraints. The Subscribing Organization or the Subscribing Individual agrees that CLEAR AND SIMPLE APPLICATIONS NETWORK INC. is not responsible or liable for any insufficient storage capacity or the deletion or failure to store data or information. CLEAR AND SIMPLE APPLICATIONS NETWORK INC. reserves the right to limit the file download and/or bandwidth capacity of any or all Licenses in its sole discretion if it deems such limitation to be in the best interests of the operating performance across all Licenses. In addition, CLEAR AND SIMPLE APPLICATIONS NETWORK INC. reserves the right to limit the number of e-mails transmitted from its servers for any individual License or group of related Licenses on a daily basis in its sole discretion.

9. PRIVACY

CLEAR AND SIMPLE APPLICATIONS NETWORK INC. respects the privacy of its Subscribing Organization or the Subscribing Individuals and Members.

10. Subscribing Organization or the Subscribing Individual'S AND MEMBERS' RESPONSIBILITIES; MATURE AUDIENCE SITE DESIGNATION

All Site Information, Registration Information, Personal Information and other information stored, publicly posted or privately transmitted through the Services by the Subscribing Organization or the Subscribing Individual or its Members, the confidentiality and privacy of all of the same and of the Site, and all uses of the Services and the Site by the Subscribing Organization or the Subscribing Individual and its Members are their sole responsibility. Without limitation, the Subscribing Organization or the Subscribing Individual and its Site Administrator(s) are responsible for monitoring the contents, use of and access to the License and all such Information, and use of and access thereto by Members who are minors. Without limitation, the Subscribing Organization or the Subscribing Individual agrees that it and its Members will use the Services only in accordance with these Terms, and will not use them to:

a. upload, store, post, link to, email or otherwise transmit, distribute, publish or disseminate any Site Information, Content or other information (i) that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, objectionable or libelous, or promotes such activity; (ii) that (or the transmission, distribution, publication or dissemination of which) infringes any patent, trademark, trade secret, copyright, or other rights or proprietary rights of any party, violates any contractual or fiduciary relationships (such as inside, proprietary or confidential information); (iii) that is harmful to minors; or (iv) that contains software viruses, trojan horses, worms, time bombs, cancelbots or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or circumvent any "copy-protect" devices, any other harmful or disruptive program, or any warez, cracks, hacks, associated utilities or other piracy related information;

b. provide inaccurate, incomplete, outdated or misleading Registration Information or e-mail addresses, create a false identity or manipulate identifiers to mislead or to disguise the origin of any information stored on the Site or transmitted through the Services, or impersonate or otherwise misrepresent any affiliation with any person or entity;

c. modify, use, download, publish, upload, post, transmit, transfer, sell, reproduce, create new or derivative works from, license, distribute, perform, display, broadcast, exploit or otherwise copy any portion of the Services, Site Name, or any Content, or any products or other services (including software) obtained therefrom, or permit access to the same by any unauthorized person or entity;

d. interfere with or disrupt any links or click-through URLs provided through the Services, or servers or networks connected to the Services, or violate the regulations, policies or procedures of such servers or networks, or interfere with another Subscribing Organization or the Subscribing Individual's or Member's use and enjoyment of the Services;

e. attempt to gain unauthorized access to the Services, Content, other Sites, Registration Information, Site Information or Personal Information, or other computer systems, servers or networks connected to the Services; or

f. violate (intentionally or unintentionally ) any applicable local, state, provincial, national or international law or regulation, including, but not limited to, regulations promulgated by the Canadian Government, any rules of any securities exchange of any jurisdiction, laws regarding the transmission through the Services of technical data or software exported from Canada and/or the country(ies) in which the Subscribing Organization or the Subscribing Individuals and/or its Members reside, and laws and regulations regarding online conduct and acceptable content of the Subscribing Organization or the Subscribing Individual's and its Members' transmissions, License and Site Information.

The Site Administrator may elect to designate a Site as a mature audience site. This designation is purely voluntary on the part of the Subscribing Organization or the Subscribing Individual. This designation indicates that some or the entire site content may not be appropriate for Members under the age of 18. This designation does not, under any circumstances, give the Subscribing Organization or the Subscribing Individual or its Members the right to post content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, objectionable or libelous, or promotes such activity, in CLEAR AND SIMPLE APPLICATIONS NETWORK INC.'s sole discretion. Posting of such material as listed in this Paragraph 10 is a violation of these Terms of Use and will be dealt with in accordance with Paragraph 4 herein. If the Subscribing Organization or the Subscribing Individual designates its site as a mature audience site, CLEAR AND SIMPLE APPLICATIONS NETWORK INC reserves the right to visit the site either in response to a complaint, or, at its sole discretion, without having received a complaint regarding the site. If CLEAR AND SIMPLE APPLICATIONS NETWORK INC. discovers a violation of these Terms of Use, the site may be terminated in accordance with Paragraph 4 herein. CLEAR AND SIMPLE APPLICATIONS NETWORK INC. does not monitor information transmitted through the Services, Site Information or use thereof except to the limited extent permitted in these Terms, but we have the right (but not the obligation) to delete, move or edit and to require the Subscribing Organization or the Subscribing Individual to delete, move or edit any Registration, Site or Personal Information that violates the same. CLEAR AND SIMPLE APPLICATIONS NETWORK INC. reserves the right to examine the information or customer data contained within any Site, however, for the sole purpose of determining if a violation of these Terms of Use has occurred. The Subscribing Organization or the Subscribing Individual must evaluate and bear all risks associated with use of any Site Information and any other information or products obtained from the Services, including any reliance on the accuracy, completeness or usefulness thereof.

11. ANTI-SPAM POLICY

CLEAR AND SIMPLE APPLICATIONS NETWORK INC. does not condone or allow spam. The Subscribing Organization or the Subscribing Individual and its Members may not use the Services, Content, CLEAR AND SIMPLE APPLICATIONS NETWORK INC. name or servers, the Site Information or the Sites to email or otherwise transmit, distribute, publish or disseminate any unsolicited advertising, survey, promotional materials, "junk email," "spam," "chain letters," "pyramid schemes," or any other form of solicitation or duplicative or unsolicited messages (commercial or otherwise) with respect to the Sites, Site Information or any other business, product or service, and may not use the Site Name as the return address on any unsolicited communication. Without limitation, Subscribing Organization or the Subscribing Individuals and Members may not use the "Invite Others to This Site" feature of the Services to send e-mail communications to a prospective Member unless they have a reasonable basis to believe that the recipient will want to become a Member. We encourage Subscribing Organization or the Subscribing Individual and its Members to help us enforce this policy. To report a violation, contact us at info@hlp.ca. CLEAR AND SIMPLE APPLICATIONS NETWORK INC. will cooperate with legal authorities in releasing information about Subscribing Organization or the Subscribing Individuals and Members who violate this Anti-Spam Policy.

12. BACKUP

CLEAR AND SIMPLE APPLICATIONS NETWORK INC. regularly backs up the data from its Licenses and trial versions, and stores the same for a limited time. Subject to the limitations set forth in Sections 4 and 5 hereof, upon the Subscribing Organization or the Subscribing Individual's request and payment of the then-current fee, we will make reasonable efforts to restore License Information. CLEAR AND SIMPLE APPLICATIONS NETWORK INC. will have no liability for any failure to back up or restore such License Information, or for interruptions, delay or suspension of access to or unavailability of Site, Registration or Personal Information, or any loss of such Information, data or transmissions.

13. WARRANTY INFORMATION AND DISCLAIMERS

WARRANTY DISCLAIMER. YOU UNDERSTAND AND AGREE THAT THE SERVICES, AND ANY ASSOCIATED SOFTWARE, ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CLEAR AND SIMPLE APPLICATIONS NETWORK INC. EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. CLEAR AND SIMPLE APPLICATIONS NETWORK INC. MAKES NO WARRANTY OR REPRESENTATION REGARDING THE SERVICES, ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH THE SERVICES, THE SITE, OR THAT THE SERVICES WILL MEET ANY Subscribing Organization or the Subscribing Individual OR MEMBER REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES AND THE SITE ARE AT THE Subscribing Organization or the Subscribing Individual’S AND/OR MEMBER’S SOLE RISK. THE Subscribing Organization or the Subscribing Individual AND ITS MEMBERS WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THE Subscribing Organization or the Subscribing Individual, THE MEMBER, THE SITE, AND ANY LINKED SITES RESULTING FROM THE USE OF SUCH SERVICES OR WEBSITE. Because some states, provinces and jurisdictions do not allow limitations on implied warranties, the above limitation may not apply to either the Subscribing Organization or the Subscribing Individual or the Member. In that event, such warranties are limited to the minimum warranty scope and period allowed by applicable law.

14. INDEMNITY

Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CLEAR AND SIMPLE APPLICATIONS NETWORK INC. OR CLEAR AND SIMPLE APPLICATIONS NETWORK INC. SUPPLIERS OR AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, PROCUREMENT OF SUBSTITUTE GOODS AND/OR SERVICES, OR ANY OTHER PECUNIARY LOSS) INCLUDING BUT NOT LIMITED TO CLAIMS ARISING OUT OF, OR RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICES, THE SITE, OR ASSOCIATED SOFTWARE, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF CLEAR AND SIMPLE APPLICATIONS NETWORK INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, CLEAR AND SIMPLE APPLICATIONS NETWORK INC.’S MAXIMUM CUMULATIVE LIABILITY AND THE Subscribing Organization or the Subscribing Individual’S AND ITS MEMBERS’ EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY THE Subscribing Organization or the Subscribing Individual FOR THE SERVICES (EXCLUDING ANY PER USE OR PROFESSIONAL SERVICE FEES) IN THE PREVIOUS 12 MONTHS EVEN IF ANY REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. Because some states, provinces and jurisdictions do not allow limitation of liability in certain instances, portions of the above limitation may not apply to either the Subscribing Organization or the Subscribing Individual or its Members.

15. PROPRIETARY RIGHTS

The Services, and all Content, and all trademarks, including but not limited to all material distributed or presented to the Subscribing Organization or the Subscribing Individual or its Members through the Services by CLEAR AND SIMPLE APPLICATIONS NETWORK INC. or its Third Party Providers or on the Linked Sites, and all rights and intellectual property rights therein, are the sole property of CLEAR AND SIMPLE APPLICATIONS NETWORK INC., or its Third Party Providers, and are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Any comments, suggestions or ideas or other information submitted to CLEAR AND SIMPLE APPLICATIONS NETWORK INC. through this Website, in writing, by e-mail or otherwise to CLEAR AND SIMPLE APPLICATIONS NETWORK INC. will be the property of CLEAR AND SIMPLE APPLICATIONS NETWORK INC. and CLEAR AND SIMPLE APPLICATIONS NETWORK INC. will have all rights therein without any obligation to compensate the Subscribing Organization or the Subscribing Individual or its Members. All License Information will remain the sole property of the Subscribing Organization or the Subscribing Individual, its Members or any party with rights therein. Any rights not expressly granted herein are reserved.

All materials published by CLEAR AND SIMPLE APPLICATIONS NETWORK INC. and its Third Party Providers, including but not limited to text, graphics, names, logos, service marks and trademarks, and information contained on any Linked Sites (collectively, the "Content") are the property of or controlled by CLEAR AND SIMPLE APPLICATIONS NETWORK INC. or the party credited as the provider of the Content.

The Subscribing Organization or the Subscribing Individual and its Members will respect all proprietary rights of CLEAR AND SIMPLE APPLICATIONS NETWORK INC. and its Third Party Providers in and to the Content, Site Name, Services, and License, any products or other services obtained therefrom.

16. MISCELLANEOUS

a. Assignment. Neither party may assign or delegate their respective obligations under this Agreement either in whole or in part, without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign their rights and obligations under this Agreement as the result of a merger, consolidation, acquisition or the sale of all or substantially all of the assets of the assigning party and CLEAR AND SIMPLE APPLICATIONS NETWORK INC. may assign its rights and delegate its obligations in whole or in part to an affiliate, provided that either party may terminate this agreement upon 10 days notice, if the assignee can be reasonably considered a competitor of the non-assigning party.

b. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the province of Quebec, Canada as applied to agreements entered into and to be performed entirely within Canada between Canada residents. The parties hereby submit to the jurisdiction of, and waive any venue objections against provincial and federal courts in the City of Laval, Quebec, Canada in any litigation arising out of the Agreement.

c. Interpretation and Conflicting Terms.This Agreement will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either party. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. CLEAR AND SIMPLE APPLICATIONS NETWORK INC. shall not be bound by terms additional to or different from those in this Agreement that appear in Your acknowledgements, purchase orders, quotations, prior understandings, or in any other communications between the parties, unless such terms are expressly agreed to by amendment to this Agreement, and are executed by both You and CLEAR AND SIMPLE APPLICATIONS NETWORK INC..

d. Force Majeure. Except for Your obligation to pay for the Services rendered, neither party will be responsible for failure of performance due to causes beyond its control. Such causes include (without limitation) accidents, acts of God, labor disputes, actions of any government agency, shortage of materials, acts of terrorism, or the stability or availability of the Internet or a portion thereof.

e. Waivers. The waiver of any one breach, default or right granted under this Agreement will not constitute the waiver of any subsequent breach, default or right granted. Any provision of this Agreement held to be illegal or unenforceable will be deemed amended to conform to applicable laws or regulations, or if it cannot be so amended without materially altering the intention of the parties, it will be stricken and the remainder of this Agreement will continue in full force and effect.

f. Use of the Services. You may use the Services only if You are a user, and as permitted under the terms and conditions of this Agreement or other written agreements between You and CLEAR AND SIMPLE APPLICATIONS NETWORK INC.. You may not resell, distribute, use on a timeshare or service bureau basis, or otherwise directly generate income from the Services. You will not modify, make derivative works of, disassemble, decompile or reverse engineer the Site, Services or any component thereof

g. Apache foundation. CLEAR AND SIMPLE APPLICATIONS NETWORK INC is are using code/module fro the Apache foundation www.apache.org