END USER LICENSE AGREEMENT FOR MONEYLAUNDERING.COM AND COMPLIANCEADVANTAGE.COM

You (as defined below) have received this End User License Agreement (this “EULA”) because You already have entered into a mutually agreed form of subscription order (the “Subscription Order”) for an online news and information service of Alert Global Media, Inc. (“AGM”), as more specifically identified in the Subscription Order (the “Service”). This EULA supplements, and forms a single contract with the Subscription Order by establishing Your rights and obligations with respect to the Service and all information, databases, software, and/or materials contained therein as well as any accompanying documentation or manuals (collectively, the “Content”). As used in this EULA the terms “You”, “Your” and their variants mean the company, entity or individual who has entered into the Subscription Order and paid the required fees for the Service and Content. All other capitalized terms used in this EULA (other than those capitalized for grammatical reasons) have the meaning given to them in the Section in which they first appear as indicated by bold type.

IMPORTANT NOTE TO BE READ BEFORE ACCESSING THE SERVICE AND CONTENT

Carefully read all the terms and conditions of this EULA. By clicking on the “ACCEPT” or “YES” button You are consenting to be bound by and are becoming a party to the contract formed by this EULA and the Subscription Order; any subsequent reference to the word “EULA” refers to that contract. If You do not agree to all of the terms of this EULA, click the “DO NOT ACCEPT” or “NO” button, stop the process of accessing the Service and Content immediately and contact Your AGM representative for further instructions. The controlling version of this EULA shall be exclusively this English language version regardless of any other language into which it may be translated.

1. License Grant

Subject to the terms and conditions of this EULA and the Subscription Order, AGM grants to You during the term hereof (described in Paragraph 9) a revocable, non-exclusive, non-assignable, non-transferable, limited license to access and use the Service and Content for your own internal business purposes. The Content provided under the terms of the Subscription Order and the EULA may be displayed for each Authorized User’s (defined in Paragraph 2) individual use only and not for further distribution, dissemination, or display to third parties or other of Your employees, including other employees who are Authorized Users. Notwithstanding the foregoing, you may provide access to Content in batches of no more than ten (10) to your customers, clients or other third parties with whom you have a business relationship, subject to this EULA, including the attribution rules set forth in Paragraph 3. Your Authorized Users may also sign up to have Content emailed to them in full text directly from AGM via the preference pages of the Service. Except as specifically provided herein, You are prohibited from accessing, using, reselling, databasing or duplicating the Content. AGM reserves the right to remove any of the Content from the Service or deactivate any Link at any time in its sole discretion.

2. Certain License Rights Terms Defined

“Authorized Users” means Your employees. Your on-site temporary employees or independent contractors may also be Authorized Users. You acknowledge and agree that You are responsible for use of the Service by any such temporary employees and independent contractors to the same extent as if they were employees. For the avoidance of doubt, “Authorized Users” shall not include customers, clients or other third-parties with whom You have a business relationship; “Document” means the full text of an individual item of the Content available from AGM, including the title, publication name, publication date, headline, byline, and publisher copyright notice; “Intranet Website” means Your internal website accessible only to Your employees, onsite temporary employees or independent contractors. No third parties shall have access to the Intranet Website; and “Link” means a URL (or icon, highlighted or colored text, figure or image representing a URL) on which an Authorized User may point and click, or otherwise send a command, to access Documents using the Service.

3. Conditions of License

(a) If, pursuant to the terms of the Subscription Order, the number of Authorized Users is for a specific department only or for anything less than all of Your employees, You shall use commercially reasonable best efforts to restrict access to and use of the Service to Authorized Users. In that event, at a minimum, You shall not display Content on the home webpage of your organization or the home page of such department (i.e., an initial department webpage that other members of Your organization are likely to access). You will only place the Content on a department webpage that is accessible by the Authorized Users only.

(b)To the extent You suspect or become aware that other unauthorized users or employees are accessing Content or, such access appears to be occurring through audits conducted by AGM, then You and AGM will jointly agree on corrective action to be taken which may include the following: (i) payment of fees applicable to a greater number of Authorized Users, up to the total number of Your employees, if appropriate; and (ii) You implementing the necessary technology on Your Intranet Website to restrict access to the Authorized Users.

(c) AGM reserves the right to make changes in the information included in the Content or in the format of the Service for any reason.

(d) Documents that are displayed whether internally or externally as permitted under this EULA, must be displayed in their entirety (including any applicable copyright notice) and must contain AGM branding in either of the following two formats: “Source: MoneyLaundering.com” or “Source:  ComplianceAdvantage.com.”

(e) Except as specifically offered by AGM, You may not use the Content for display of: (i) one or more Documents in its entirety; (ii) a substantial portion of one or more Documents; or (iii) all or a substantial portion of the daily output of any wire service.

(f) If in accordance with Paragraph 6 AGM consents and You co-mingle or interlineate Your Content (defined in Paragraph 5) with or within Content, all Content must bear and contain AGM branding and all applicable copyright notices.

(g)You are strictly prohibited from displaying Content or any portion of Content retrieved through the Service on Your public facing website or on any password-protected, members-only portion of Your website that is made accessible to third parties that have a business relationship with You including Your clients or customers.

(h) You agree that all “passwords” are non-transferable and intended for exclusive use by Authorized Users; (ii) the “passwords” shall only be issued to your employees, temporary employees and independent contractors who are Authorized Users; (iii) after the “passwords” are assigned, you agree to notify AGM prior to assigning a “password” to a different individual; and (iv) all Authorized Users of the AGM Service will acknowledge in writing or electronically the terms of this EULA before such Authorized User’s initial access to the Service is permitted.

(i)You shall bear all expenses arising out of or relating to accessing the Content through use of the Service, including, but not limited to, telephone toll, line installation or other charges and computer hardware or any other equipment. AGM is not responsible for the reliability or continued availability of any telephone lines or communications equipment or software (including any software used by AGM in furnishing, or Your in accessing, the AGM Service).

(j)You agree not to reverse engineer, decompile, disassemble or otherwise seek to duplicate the performance characteristics of the Service or any part thereof. You shall not: (i) use or transfer the Service or Content except as expressly provide in this EULA; (ii) modify, adapt, translate, reverse assemble or reverse compile the software underlying the Service; (iii) sublicense, rent, lease or assign the Service or any part thereof; or (iv) allow any person (other than You or Your Authorized Users) to copy or use the AGM Content for any purpose whatsoever.

(k)You agree that, the Service is of an original and unique character, and that losses caused by a violation or threatened violation of this EULA cannot be adequately compensated by money damages alone. Accordingly, You agree that AGM shall be entitled to injunctive relief in the event of a violation or threatened violation of this EULA as well as to money damages and such other appropriate relief.

(l)You agree to advise Your employees and agents of the terms and conditions of this EULA and also agree that any violation of this EULA by any such employee or agent shall constitute a violation of this EULA by You.

4. Ownership

As between AGM and You (and each Authorized User), AGM retains exclusively all intellectual property rights (including patents, trademarks and copyrights), proprietary rights (including trade secrets) and moral rights (including, rights of attribution and authorship) throughout the world in and to the Service and Content and all of their derivative works and improvements (as each of those terms is defined and applied under Title 17 and Title 35 U.S.C., respectively) including, without limitation, all materials that result from AGM’s performance of any services. No right, title or interest is granted or otherwise transferred to You or any Authorized Entity except for the license rights expressly granted in this EULA.

5. Payment Terms; Audit

You will have use of the Service specified in the Subscription Order in exchange for the payment of the fees set forth in the Subscription Order. After the expiration of a Subscription Order, Your continued use of any Content accessed using the Service will be governed by the Subscription Order and this EULA except for pricing. With regard to pricing, You will be invoiced and will pay for any continued use of the Content accessed using the Service based on AGM’s then current, undiscounted rates for the Service. During the term of this EULA and for three (3) years after termination or expiration, AGM shall have the right to monitor Your usage of the AGM Service and to audit You to verify that You are using the Service within the scope of the license granted under Paragraph 1 and in accordance with the conditions of license set forth in Paragraph 3.

6. Your Content and Intranet Website

You may not, via the Service, store, publish and permit access to and use of materials (e.g., documents, articles, and the like) owned by You or Your third party suppliers other than AGM (“Your Content”) by the Authorized Users without first obtaining AGM’s written consent in each instance. If AGM consents, You represent and warrant that You own Your Content or otherwise have the right and authority to store, publish and provide access to Your Content by the Authorized Users in the manner permitted by the Service, including but not limited to, co-mingling and/or interlineations within or with Content. If You utilize a third party to develop or maintain Your Intranet Website, You shall: (i) have such entity or individual agree in writing with You to adhere to the terms and conditions of this EULA and the Subscription Order; or (ii) You shall ensure that such entity or individual adheres to the terms of the EULA and the Subscription Order and You shall indemnify AGM for all damages, losses, expenses (including reasonable legal fees) and judgments suffered by AGM as a result of any breach of this obligation.

7. Warranty; Disclaimer

AGM represents and warrants that it has the right and authority to make the Service and Content available pursuant to this EULA. The foregoing warranty is expressly conditioned on You providing actual, written notice to AGM during normal business hours within three (3) business days of discovering an alleged breach of this warranty. EXCEPT AS PROVIDED IN THE FIRST SENTENCE OF THIS PARAGRAPH, THE SERVICES AND CONTENT ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS”, “AS AVAILABLE” BASIS. NEITHER AGM NOR ANY THIRD PARTY SUPPLIER OF CONTENT MAKES ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF CONTENT, OR THAT THE CONTENT AND SERVICE WILL BE ERROR-FREE OR AVAILABLE FOR UNINTERRUPTED USE. YOU ACKNOWLEDGE AND AGREE THAT THE CONTENT DOES NOT CONSTITUTE TAX, LEGAL OR BUSINESS ADVICE OR RECOMMENDATIONS. YOU EXPRESSLY AGREE THAT USE OF THE AGM SERVICE IS AT YOUR SOLE RISK AND THAT AGM SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS IN, OR RESULTING FROM THE USE OF, THE AGM SERVICE OR AGM CONTENT, ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE UPON THE AGM SERVICE OR THE PRODUCTION, DISTRIBUTION OR REDISTRIBUTION OF THE AGM SERVICE OR AGM CONTENT. THE WARRANTIES PROVIDED IN THIS SECTION ARE THE ONLY WARRANTIES PROVIDED BY AGM AND EACH THIRD PARTY SUPPLIER OF CONTENT AND ARE SUBJECT TO ANY ADDITIONAL DISCLAIMERS PROVIDED IN THE DOCUMENTATION FOR THE SERVICE. IN ADDITION, TO THE MAXIMUM EXTENT ALLOWED BY LAW, AGM AND EACH THIRD PARTY SUPPLIER OF CONTENT DISCLAIMS ALL OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.

8. Indemnification and Limitation on Liability.

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD AGM AND EACH OF ITS SUBSIDIARY, AFFILIATED AND RELATED ENTITIES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, SHAREHOLDERS, EMPLOYEES AND SUPPLIERS (COLLECTIVELY THE “AGM PARTIES”), HARMLESS FROM ANY AND ALL CLAIMS, LIABILITIES, COSTS AND EXPENSES, INCLUDING REASONABLE LEGAL FEES, ARISING IN ANY WAY FROM (A) YOUR USE OR MISUSE OF THE SERVICE OR CONTENT AND (B) YOUR BREACH OR VIOLATION OF THE LAW OR OF THIS EULA. IN NO EVENT SHALL AGM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE OR PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS OR LOST DATA. AGM’S LIABILITY FOR ANY AND ALL CLAIMS ARISING IN CONNECTION WITH THIS EULA SHALL BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED THE LESSER OF (a) FEES PAID UNDER THE INDIVIDUAL SUBSCRIPTION ORDER OUT OF WHICH THE CLAIM ARISES AND (b) TEN THOUSAND UNITED STATES DOLLARS (US$ 10,000). ALL CLAIMS UNDER THIS EULA MUST BE BROUGHT BY YOU WITHIN NINETY (90) CALENDAR DAYS OF THE TERMINATION OR EXPIRATION OF THIS EULA OR WITHIN SIX (6) MONTHS OF THE DATE THE EVENT GIVING RISE TO THE ALLEGED CLAIM OCCURS, WHICHEVER OCCURS FIRST. THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION APPLY TO ALL CLAIMS OR CAUSES OF ACTION ON WHATEVER BASIS AND UNDER WHATEVER THEORY BROUGHT AND IRRESPECTIVE OF WHETHER AGM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM.

9. Term and Termination

This EULA and the license granted hereunder are effective from Your acceptance until the expiration of the initial term specified in the applicable Subscription Order, provided that this EULA and the license granted hereunder shall automatically renew for successive one (1) year period after the expiration of the initial term at the rates set forth in Your Subscription Order unless terminated by either party on not less than ninety (90) days prior written notice given before the expiration of the then current term, unless sooner terminated as provided herein. Notwithstanding any language to the contrary contained herein, either party may terminate this EULA and the license upon a breach of this EULA unless the breaching party cures the breach within thirty (30) days of its receipt of written notice form the non-breaching party, provided that AGM may terminate this EULA and the license at any time on two (2) days notice or immediately if You breach any of the confidentiality provisions of this EULA or otherwise violate, or attempt to violate, any applicable intellectual property laws relating to any AGM proprietary information. Once You have paid all required fees, You may terminate this EULA and the license at any time subject to the terms of this Section. Upon any such termination or expiration You: (a) shall immediately discontinue all Use of the Service and Content; (b) immediately return or destroy the Content (as determined by AGM) together with all copies, and certify to such return or destruction in writing.

10. Confidentiality and Privacy

Each party shall preserve the Confidential Information (as defined below) of the other party and shall not, without first obtaining the other party’s written consent, disclose to any person or organization, or use for its own benefit, any such Confidential Information, both during the term of this Agreement and thereafter. If Confidential Information is required to be disclosed by law, regulations or court order by either party, such disclosure shall be permitted to the extent legally required provided that the non-disclosing party has been given reasonable prior notice to enable it to seek a protective order or confidential treatment prior to such disclosure. For purposes of this EULA, “Confidential Information” shall mean any information of a confidential or proprietary nature which is disclosed to the receiving party by the disclosing party pursuant to this Agreement, including, but not limited to, all technical and non-technical data, engineering information, descriptions, know-how, show-how, software (including source code, object code, models and algorithms), ideas, concepts, marketing plans, benchmarking, financial projections, trade secrets, procedures and any other information that may be non-public, confidential or proprietary in nature or of significant commercial value. Confidential Information may be disclosed in writing, electronically, orally, by visual presentation, demonstration or by other means. Confidential Information shall not include any information or data that: (i) is in or becomes part of the public domain by any means other than the receiving party breach of its obligations hereunder, or (ii) was known to the receiving party at the time of disclosure by the disclosing party as evidenced by the receiving party’s records, or (iii) is, at any time, disclosed to the receiving party by any third party having the right to disclose the same, or (iv) is independently developed by the receiving party without use of or reference to any Confidential Information disclosed by the disclosing party pursuant to this Agreement.

11. Miscellaneous

This EULA shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. All claims or actions arising hereunder shall be brought in the appropriate state or federal court located in New York County, State of New York and You consent to personal jurisdiction and venue in New York County, New York. This EULA is the entire agreement of the parties with respect to Your possession and use of the Service and Content. If any provision of this EULA is held unenforceable the enforceability of the remaining provisions shall not be affected. Section headings are used for convenience of reference only. In no event shall this EULA be governed by the United Nations Convention on Contracts for the International Sale of Goods. To the maximum extent permitted by the governing law, no Subscription Order or transactions called for herein shall be governed or affected by any version of the Uniform Computer Information Transactions Act enacted in any jurisdiction.