Subscription Agreement

VOILA Solutions, Inc. TERMS OF USE:

BY CLICKING THE "I HAVE READ AND AGREED TO THE AGREEMENT" BUTTON DISPLAYED AS PART OF THE APPLICATION PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF VOILA Solutions, Inc., HEREAFTER REFERRED TO AS "VOILA", ONLINE SERVICE HEREUNDER REFERRED TO AS "VOILA CRM", INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST DECLINE THE RIGHT TO USE THE SERVICE.

Welcome

As part of the service, VOILA will provide you with use of the service, access and storage. Your registration for, or use of, the service shall be deemed to be your agreement to abide by this Agreement including any materials available on the VOILA website incorporated by reference herein, including but not limited to VOILA's privacy and security policies. For reference, a Definitions section is included below.

The service is offered in several editions:
- Free Edition
- Premium Edition

Please see our website for feature differences between the various editions.

1. Definitions

As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means these online terms of use, any Order Forms, whether written or submitted online via the Online License Application, and any materials available on the VOILA website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by VOILA from time to time in its sole discretion; "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the service; "Customer Data" means any data, information or material provided or submitted by you to the service in the course of using the service; "Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I have read and agreed to the Agreement" option presented on the screen after this Agreement is displayed or the date you begin using the service; "Initial Term" means the contract term, beginning on the contract start date and ending on the contract end date, specified on the applicable Order Form; "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "License Administrator(s)" means those Users designated by you who are authorized to purchase licenses online using the Online License Application, or Online Order Form, or by executing written Order Forms and to create User accounts and otherwise administer your use of the service; "License Term(s)" means the period(s) during which a specified number of Users are licensed to use the service pursuant to the Order Form(s); "Order Form(s)" means the form evidencing the initial subscription for the service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); "Online Order Center" means VOILA's online application that allows the License Administrator designated by you to, among other things, add additional Users to the service; "VOILA" means collectively VOILA Solutions, Inc., a Los Angeles corporation, having its principal place of business in Santa Monica, California and; "VOILA Technology" means all of VOILA's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by VOILA in providing the service; "service(s)" means the specific edition of VOILA's online applications identified during the ordering process, developed, operated, and maintained by VOILA, accessible via http://www.voilasolutions.com, or http://www.voilacrm.com, or another designated web site or IP address, or ancillary online or offline products and services provided to you by VOILA, to which you are being granted access under this Agreement, including the VOILA Technology and the Content; "User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the service and have been supplied user identifications and passwords by you (or by VOILA at your request).

2. Privacy & Security; Disclosure

VOILA's privacy and security policies may be viewed at http://www.voilasolutions.com, also accessible here. VOILA Solutions reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Individual users under the Free Edition (other than Premium Edition users), will receive marketing and other non-critical service-related communications from VOILA from time to time. They may opt out of receiving such communications at any time by changing their subscription level from Free Edition to Premium Edition. Note that because the service is a hosted, online application, VOILA occasionally may need to notify all users of the service of important announcements regarding the operation of the service. If you become a paying customer of the service, you agree that VOILA can disclose the fact that you are a paying customer and the edition of the service that you are using.

3. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. VOILA represents and warrants that it will provide the service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the service will perform its intended functions under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the service and that your billing information is correct.

4. License Grant & Restrictions

VOILA hereby grants you a non-exclusive, non-transferable, worldwide right to use the service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by VOILA and its licensors.

You may not access the service if you are a direct competitor of VOILA, except with VOILA's prior written consent. In addition, you may not access the service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the service or the Content in any way; (ii) modify or make derivative works based upon the service or the Content; (iii) create Internet "links" to the service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the service, or (c) copy any ideas, features, functions or graphics of the service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the service.

You may use the service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the service or the data contained therein; or (v) attempt to gain unauthorized access to the service or its related systems or networks.

5. Your Responsibilities

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify VOILA immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to VOILA immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another VOILA user or provide false identity information to gain access to or use the service.

6. Account Information and Data

VOILA does not own any data, information or material that you submit to the service in the course of using the service ("Customer Data"). You, not VOILA, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and VOILA shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), VOILA will make available to you a file of the Customer Data within 30 days of termination if you so request in writing at the time of termination. VOILA reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and VOILA shall have no obligation to maintain or forward any Customer Data.

7. Intellectual Property Ownership

VOILA alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the VOILA Technology, the Content and the service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the service, the VOILA Technology or the Intellectual Property Rights owned by VOILA. The VOILA name, the VOILA logo, and the product names associated with the service are trademarks of VOILA or third parties, and no right or license is granted to use them.

8. Third Party Interactions

During use of the service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. VOILA and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. VOILA does not endorse any sites on the Internet that are linked through the service. VOILA provides these links to you only as a matter of advertisement for the Free Edition or convenience, and in no event shall VOILA or its licensors be responsible for any content, products, or other materials on or available from such sites. VOILA provides the service to you pursuant to the terms and conditions of this Agreement.

service features that interoperate with the Google AdWords program depend on the continuing availability of the Google AdWords application programming interface (“API”) and program for use with the services. If Google Inc. ceases to make the Google AdWords API or program available on reasonable terms for the services, VOILA may cease providing such service features without entitling you to any refund, credit, or other compensation.

9. Charges and Payment of Fees

You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total User licenses requested times the User license fee currently in effect. Payments must be made annually in advance unless otherwise mutually agreed upon in an Order Form or through the Online License Application. All payment obligations are noncancelable and all amounts paid are nonrefundable. You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. You must provide VOILA a valid credit card or approved purchase order information as a condition to signing up for the service. An authorized License Administrator may add licenses by executing an additional written Order Form or using the Online License Application. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. VOILA reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.

10. Billing and Renewal

VOILA charges and collects in advance for use of the service. VOILA will automatically renew and bill your credit card or issue an invoice to you each year on the subsequent anniversary or as otherwise mutually agreed upon. The renewal charge will be equal to the then-current number of total User licenses times the license fee in effect during the prior term, unless VOILA has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. VOILA's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on VOILA's income.

You agree to provide VOILA with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, VOILA reserves the right to terminate your access to the service in addition to any other legal remedies.

Unless VOILA in its discretion determines otherwise, entities will be billed in U.S. dollars.

If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

11. Excess Data Storage Fees

The maximum disk storage space provided to you at no additional charge is (i) 100MB per User license for the FREE Edition, or (ii) 250MB per User license for the PREMIUM Edition. If the amount of disk storage required exceeds these limits, you will be charged the then-current storage fees. VOILA will use reasonable efforts to notify you when the average storage used per license reaches approximately 90% of the maximum; however, any failure by VOILA to so notify you shall not affect your responsibility for such additional storage charges. VOILA reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.

12. Non-Payment and Suspension

In addition to any other rights granted to VOILA herein, VOILA reserves the right to suspend or terminate this Agreement and your access to the service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or VOILA initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that VOILA may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

VOILA reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the service. You agree and acknowledge that VOILA has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

13. Internet Delays

VOILA'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. VOILA IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

14. Modification to Terms

VOILA reserves the right to modify the terms and conditions of this Agreement or its policies relating to the service at any time, effective upon posting of an updated version of this Agreement on the service. You are responsible for regularly reviewing this Agreement. Continued use of the service after any such changes shall constitute your consent to such changes.

15. Termination upon Expiration/Reduction in Number of Licenses

This Agreement commences on the Effective Date. For Free Edition licenses, the term is indefinite and may be terminated at any time in VOILA's sole discretion. For all other editions, the Initial Term will be as you elect during the online subscription process or as otherwise mutually agreed upon in an Order Form. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at VOILA's then current fees. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), VOILA will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that VOILA has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.

16. Termination for Cause

Any breach of your payment obligations or unauthorized use of the VOILA Technology or service will be deemed a material breach of this Agreement. VOILA, in its sole discretion, may terminate your password, account or use of the service if you breach or otherwise fail to comply with this Agreement. In addition, VOILA may terminate a free account at any time in its sole discretion. You agree and acknowledge that VOILA has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

17. Mutual Indemnification

You shall indemnify and hold VOILA, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that VOILA (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release VOILA of all liability and such settlement does not affect VOILA's business or service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.

VOILA shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by VOILA of its representations or warranties; or (iii) a claim arising from breach of this Agreement by VOILA; provided that you (a) promptly give written notice of the claim to VOILA; (b) give VOILA sole control of the defense and settlement of the claim (provided that VOILA may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to VOILA all available information and assistance; and (d) have not compromised or settled such claim. VOILA shall have no indemnification obligation, and you shall indemnify VOILA pursuant to this Agreement, for claims arising from any infringement arising from the combination of the service with any of your products, service, hardware or business process(s).

18. Disclaimer of Warranties

VOILA AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. VOILA AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY VOILA AND ITS LICENSORS.

All warranties of any kind, express or implied, including but not limited to the IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, freedom from contamination by computer viruses and non-infringement of proprietary rights ARE DISCLAIMED.

19. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

20. Local Laws and Export Control

This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000.

VOILA and its licensors make no representation that the service is appropriate or available for use in other locations. If you use the service from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited. None of the Content, nor any information acquired through the use of the service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government for such purposes.

21. Notice

VOILA may give notice by means of a general notice on the service, electronic mail to your e-mail address on record in VOILA's account information, or by written communication sent by first class mail or pre-paid post to your address on record in VOILA's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to VOILA (such notice shall be deemed given when received by VOILA) at any time by email addressed to the attention of: Chief Financial Officer at cfo@voilasolutions.com.

22. Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of VOILA but may be assigned without your consent by VOILA to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of VOILA directly or indirectly owning or controlling 50% or more of you shall entitle VOILA to terminate this Agreement for cause immediately upon written notice.

23. Arbitration

This agreement is governed by and constructed in accordance with the laws of California and controlling US Federal Laws.
In the event a dispute arises between the Parties regarding the existence, validity, application, interpretation or termination of the contract, the aggrieved party shall promptly notify the other party to this Contract of the dispute within thirty (30) days after such dispute arise. If the parties shall have failed to resolve the dispute within sixty (60) days after receipt of such notice, each Party shall appoint a representative (beyond the senior members of the management of each party) who shall have full authority to negotiate the settlement.
Should such representatives be unable to resolve the dispute to their mutual satisfaction after a good faith effort at resolution, the dispute must be resolved by means of an arbitration procedure under the Court of Arbitration of the International Chamber of Commerce (ICC).

This arbitration and the hearings will take place in Los Angeles, CA and all notifications and communications will be sent to the North America ICC International Court of Arbitration:
 c/o US Council for International Business
1212 Avenue of the Americas, New York, NY 10036-1689 Tel: +1 212 703 5065 Fax: +1 212 575 0327
The cross-examination will take place in either Los Angeles, California (Voila Solutions’s headquarters) or in Paris, France.

Selection of the arbitrators
The arbitral tribunal will be composed of three arbitrators. Each party will appoint one arbitrator within 30 days after receipt by the respondent of the demand for arbitration. The two arbitrators appointed by the parties will, within 30 days after their appointment, appoint a third, presiding arbitrator. The presiding arbitrator will be a national of the United States of America. All arbitrators will be fluent in English and French.

Language of the arbitration
The arbitration proceedings will be conducted in the English language. All written submissions will be made in the English language. All evidence, including all witness statements, will be submitted in the English language. Any document in another language will be translated into English. Oral testimonies will be in the English language. Each party will bear its own translation costs. The submission to arbitration and the arbitral proceedings will be governed by the Rules of Arbitration of the ICC. In case these Rules are silent, the arbitral proceedings will be governed by the California procedural rules.

Interim measures
Nothing in this provision will prevent any Party from seeking conservatory or interim measures, including, but not limited to, temporary retaining orders or preliminary injunctions or their equivalent, from any Californian court of competent jurisdiction, before the Arbitral Tribunal is constituted or thereafter with due information to the Arbitral Tribunal.   
The fees and expenses of the arbitrators will be borne in equal shares by the parties. Each party will bear the fees and expenses of its legal representation in the arbitration.

Arbitral award
The Arbitral Tribunal award will be final and binding. Any cash award will be payable in United States Dollars immediately available funds at a bank in Los Angeles net of fees, taxes and other charges. The parties expressly exclude any and all rights to appeal, set aside or otherwise challenge any award by the arbitrators, insofar as such exclusion can validly be made.

Any arbitration award rendered pursuant to this Article will be enforceable by any court of competent jurisdiction.

24. General

No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and VOILA as a result of this agreement or use of the service. The failure of VOILA to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by VOILA in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and VOILA and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.