Definitions: 

Authorized Distributor: An online platform authorized to receive a distribution fee for products sold to educational content users.

Brand Features: The trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as owned (or licensed) by such party from time to time.

CMEPEDIA: CMEPEDIA, with a principal place of business at Villa 5 Esteem Northwood, Blueberry street, Ramanashree California Gardens, Yelahanka, Bengaluru 560064, India (GST: 29AUAPV8596N2ZC).

CME: Continuing medical education (CME) refers to a specific form of continuing education (CE) that helps medical professionals maintain competence and learn about new and developing areas. These activities may include live events, written publications, online programs, audio, video, or other electronic media. Content for these programs is developed, reviewed, and delivered by faculty who are experts in their clinical areas.

Content Provider or You: Any person or company registered and approved by CMEPEDIA to distribute Products by the terms of this Agreement.

Content Provider Account: An account issued to Content Providers that enables the distribution of Products via the educational platform and allows them to follow up on their sales via the platform.

Content Provider Dashboard: CMEPEDIA provides this dashboard to content providers to manage the distribution of products and related administrative functions.

Device: Any device that can access the platform, as defined herein.

Payment Account: A financial account issued by a Payment Processor to a Content Provider that authorizes the Payment Processor to collect and remit payments on the Content Provider's behalf for Products sold via the platform. Content Providers must be approved by a Payment Processor for a Payment Account and maintain their account in good standing to charge for Products distributed via the CMEPEDIA platform.

Payment Processor(s): As specified and designated in the Content Provider Policies (link to this policy), a party authorized by CMEPEDIA to provide services that enable Content Providers with Payment accounts to charge users for Products distributed via the CMEPEDIA platform.

Products: Software, content, portfolio management, and other digital materials 

1. Introduction

1.1. CMEPEDIA is a publicly available site where Content Providers can distribute Products for continuing medical education and general medical learning. To distribute Products via the platform, you must acquire and maintain a valid Content Provider Account.

1.2. If you want to charge a fee for your Products, you must also acquire and maintain a valid Payment Account from an authorized Payment Processor.

2. Accepting this Agreement

2.1 This Agreement ("Agreement") forms a legally binding contract between you and CMEPEDIA to use the CMEPEDIA platform to distribute Products. You acknowledge that CMEPEDIA will, solely on your behalf and not on CMEPEDIA's behalf, display and make Products available for access, download, and purchase by users. To use the CMEPEDIA Platform to distribute Products, you must accept this Agreement and provide complete and accurate information in the Content Provider Dashboard. You may not distribute Products on the CMEPEDIA Platform if you do not accept this Agreement.

2.2 You may not use the CMEPEDIA Platform to distribute Products and may not accept the Agreement unless CMEPEDIA has verified you as a Content Provider in good standing. This Agreement will automatically terminate if you are (a) not a Content Provider in good standing or (b) a person or entity that is barred from producing CME content under the laws of India or other countries, including the country in which you are a resident or from which you produce CME content.

2.3 If you agree to be bound by this Agreement on behalf of your employer or any other entity, you represent and warrant that you have the full legal authority to bind your employer or such entity to this Agreement. If you do not have the requisite power, you may not accept the Agreement or use the CMEPEDIA platform on behalf of your employer or other entity.

3. Pricing and Payments

3.1 This Agreement covers both Products you choose to distribute for free and Products for which you charge a fee. To set a price for your Products, you must have a valid Payment Account under a separate agreement with a Payment Processor. Suppose you have an existing Payment Account with a Payment Processor before signing up for CMEPEDIA. In that case, the terms of that Agreement will apply except in the event of a conflict with this Agreement (in which case the terms of this Agreement shall apply).

3.2 Products are displayed to users on your behalf at prices you establish at your sole discretion. CMEPEDIA may include applicable taxes in the fees charged to users on the Store. You may set the price for your Products in the currencies permitted by the Payment Processor. CMEPEDIA may display the price of Products to users in their native currency but is not responsible for the accuracy of currency rates or currency conversion.

3.3 You are the merchant of record for Products you sell through CMEPEDIA. You are contracting with the applicable CMEPEDIA entity for a given transaction based on where you have selected to distribute your Product (as set forth here). The price you set for Products will determine the Payment you will receive. A Distribution Fee, as defined below, will be charged on the sales price and apportioned to the Payment Processor and, if one exists, the Authorized Operator. Where either CMEPEDIA, the Payment Processor, or the Authorized Operator are required by applicable (local) legislation to withhold any taxes ("Withholding Taxes") on payments made or received by any one of them, CMEPEDIA will also deduct an amount equal to such Withholding Taxes from the sales price. To Withholding, Taxes include but are not limited to withholding tax obligations on cross-border payments. The remainder (sales price less IT Implementation and Support charge, less Transaction Fee, less the amount equal to any Withholding Taxes, less the charges made by Professional Bodies, less the charge for a developmental CME fund) will be remitted to you. The "Transaction Fee" is set forth here and may be revised by CMEPEDIA occasionally. You are responsible for providing any applicable tax residency certificates to CMEPEDIA. CMEPEDIA or its service provider does not receive such documentation, CMEPEDIA will withhold at the domestic withholding tax rate.

3.4 The Content Provider is responsible for determining if a product is taxable and the applicable tax rate for the Payment Processor to collect for each taxing jurisdiction where Products are sold. The Content Provider is responsible for remitting taxes to the appropriate taxing authority. Where CMEPEDIA or the Payment Processor is required by applicable (local) legislation to determine, apply and pay the applicable tax rate, CMEPEDIA, the Payment, or the Authorized Operator (and not the Content Provider) will be responsible for applying and collecting and remitting the taxes to the appropriate taxing authority. CMEPEDIA collects and remits value-added taxes on customer payments (where required by CMEPEDIA by applicable local law). This remittance fulfils the applicable requirements for value-added taxes on those customer payments; such taxes will not be passed on to the Content Provider by CMEPEDIA. Where CMEPEDIA is required to collect and remit taxes as described in this section, Content Provider and CMEPEDIA will recognize a supply from Content Provider to CMEPEDIA for tax purposes, and Content Provider will comply with the relevant tax obligations arising from this additional supply.

3.5 You may also choose to distribute Products free of charge. If the Product is free, CMEPEDIA does not charge a distribution fee. You may not start charging a user for a Product that was initially free unless the charge correlates with an alternative product version. The Payment Processor must process all fees a Content Provider receives for any product version distributed via CMEPEDIA.

3.6 CMEPEDIA Supports your Product technically as we will implement it in our database and embed your quizzes. However, the responsibility regarding your Product's content and the validity of its accreditation remains yours. You must supply and maintain valid and accurate contact information that can be made available to users for customer support and legal purposes. For paid Products or in-module transactions, you must respond to customer support inquiries within three (3) working days and within 24 hours to any support or Product concerns stated to be urgent by CMEPEDIA. Failure to provide adequate information or support for your Products may result in low Product ratings, less prominent product exposure, low sales, billing disputes, or removal from CMEPEDIA.

3.7 Refund. Consumer Rights are laid down in the Indian Consumer Protection Bill, 2019. CMEPEDIA shall not provide for the right of withdrawal in the supply of digital content not supplied on a tangible medium if the performance has begun with the user's prior express consent and his acknowledgement that he thereby loses his right of withdrawal. This means that the consumer loses the right of withdrawal as soon as the performance of the contract has begun with his consent and acknowledgement of the loss of this right, such as at the start of a module. The user has given his express consent and acknowledgement of the loss of his right to withdraw from the online user agreement.

3.8 Views. Users are allowed unlimited views of free or purchased content distributed via CMEPEDIA, provided, however, that if you remove a Product(s) from CMEPEDIA according to clauses (i), (ii), (iii) or iv) of Section 7.1, such Product (s) shall be removed from all portions of CMEPEDIA and users shall no longer have a right or ability to reinstall the affected Products.

4. Use of CMEPEDIA by you

4.1. Except for the license rights granted by you in Section 5 below, CMEPEDIA agrees that it obtains no right, title, or interest from you (or your licensors) under this Agreement in or to any of the Products, including any intellectual property rights which subsist in those Products.

4.2. You agree to use CMEPEDIA only for the purpose that is permitted by (a) this Agreement and (b) any applicable law, regulation, or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from India or other relevant countries).

4.3 You agree that if you use CMEPEDIA to distribute Products, you will protect users' privacy and legal rights. Suppose the user provides you with, or your Product accesses or uses, user names, passwords, or any other login information or personal information. In that case, you must make the users aware that the information will be available to your Product and provide a legally adequate privacy notice and protection for those users. Furthermore, your Product may only use that information for the limited purposes the user has permitted you. If your Product stores personal or sensitive information users provide, it must do so securely and only for as long as needed. But suppose the user has opted into a separate agreement with you that allows you or your Product to Store or use personal or sensitive information directly related to your Product (not including other products or applications). In that case, the terms of that separate Agreement will govern your use of such information. Suppose the user provides your Product with CMEPEDIA Account information. In that case, your Product may only use that information to access the user's CMEPEDIA Account when and for the limited purposes for which the user has permitted you to do so.

4.4. Prohibited Actions. You agree that you will not engage in any activity with CMEPEDIA, including the development or distribution of Products, that interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of any third party including, but not limited to, Android Users, CMEPEDIA or any mobile network operator. You may not use customer information obtained from CMEPEDIA to sell or distribute Products outside of CMEPEDIA.

4.5. Alternative Distribution Platforms. You may not use CMEPEDIA to distribute or make available any Product which has a purpose that facilitates the distribution of software applications and games for use on Android devices outside of CMEPEDIA.

4.6. You agree that you are solely responsible for (and that CMEPEDIA had no responsibility to you or any third party for) any Products you distribute through CMEPEDIA, including the use of any CMEPEDIA content provider service, and for the consequences of your actions (including any loss or damage which CMEPEDIA may suffer) by doing so. These consequences include, but are not limited to, product liability, consumer protection, and intellectual property claims relating to your products.

4.7 You agree that you are solely responsible for (and that CMEPEDIA has no responsibility to you or any third party for) any breach of your obligations under this Agreement, any applicable third-party contract or terms of service or any applicable law or regulation and for the consequences (including any loss or damage which CMEPEDIA or any third party may suffer) of any such breach.

4.8 Product Ratings CMEPEDIA will allow users to rate and review Products. CMEPEDIA will enable users to rate and review Products. Only users downloading the applicable Product will rate and review it on the Store. CMEPEDIA may use product ratings to determine the placement of Products on CMEPEDIA, subject to CMEPEDIA's ability to change sequence at CMEPEDIA's sole discretion. CMEPEDIA may also assign you a composite score for any Product that has not received user ratings. A Content Provider Composite Score will represent the quality of your Product based on your history and will be determined at CMEPEDIA's sole discretion. For new Content Providers without Product history, CMEPEDIA may use or publish performance measurements such as uninstall and refund rates to identify or remove Products that do not meet acceptable standards, as determined by CMEPEDIA. CMEPEDIA reserves the right to display Products to users in a manner specified at CMEPEDIA's sole discretion.

Your products may be subject to user ratings with which you may disagree. You may contact CMEPEDIA if you have any questions or concerns regarding such ratings.

4.9 Marketing Your Product. You will be responsible for uploading your Product to your CME content provider account, providing required Product information and support regarding the content and the accreditation to users. Products not uploaded by this clause will not be published in CMEPEDIA.

4.10 Restricted Content. Any product you distribute on CMEPEDIA must be inoffensive.

5. Licence Grants

5.1. You grant CMEPEDIA a non-exclusive, worldwide, and royalty-free license to reproduce, perform, display and use the Products for administrative and demonstration purposes in connection with (i) the operation and marketing of CMEPEDIA; (ii) the marketing of devices and services that support the use of the Products, and (iii) making improvements to their platform.

5.2 You grant CMEPEDIA a non-exclusive and royalty-free license to distribute the Products in the manner indicated in the Content Provider Account.

5.3 CMEPEDIA may use consultants and other contractors in connection with the performance of obligations and exercise of rights under this Agreement, provided that such consultants and contractors are subject to the same obligations as CMEPEDIA. After termination of this Agreement, CMEPEDIA will not distribute your Product but may retain and use copies of the Product to support CMEPEDIA and its platform.

5.4 You grant the user a non-exclusive, worldwide, and perpetual license to perform, display and use the Product on the Device. If you choose, you may include a separate end-user license agreement (EULA) in your Product that will govern the user's rights to the Product instead of the previous sentence.

5.5 You represent and warrant that you have all the intellectual property rights, including all necessary patents, trademarks, trade secrets, copyrights, or other proprietary rights, in and to the Product. If you use third-party materials, you represent and warrant that you have the right to distribute the third-party material in the Product. You agree that you will not submit material to CMEPEDIA that is copyrighted, protected by trade secret, or otherwise subject to third-party proprietary rights, including patent, privacy, and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to submit the material.

6. Brand Features and Publicity

6.1. Each party shall own all rights, titles, and interests, including without limitation all intellectual property rights relating to its Brand Features. Except to the limited extent expressly provided in this Agreement, neither party grants nor shall the other party acquire any rights, title, or interest (including, without limitation, any implied license) in or to any Brand Features of the other party. Subject to the terms and conditions of this Agreement, Content Provider grants to CMEPEDIA and its affiliates a limited, non-exclusive, royalty-free license during the period of this Agreement to display Content Provider Brand Features submitted by Content Provider to CMEPEDIA for use solely online or on mobile devices and in either case solely in connection with the distribution and sale of Content Provider's Product through CMEPEDIA, or to otherwise fulfil its obligations under this Agreement. Suppose the Content Provider discontinues the distribution of specific Products on CMEPEDIA. In that case, CMEPEDIA will cease using the discontinued Products' Brand Features according to this Section 6.1, except as necessary to allow CMEPEDIA to effectuate Section 3.8. Nothing in this Agreement gives the Content Provider a right to use any of CMEPEDIA's tradenames, trademarks, service marks, logos, domain names, or other distinctive brand features.

6.2. Publicity. In addition to the license granted in 6.1. above, for purposes of marketing the presence, distribution, and sale of the Developer's Product in CMEPEDIA and its availability for use on devices and through other CMEPEDIA services, CMEPEDIA and its affiliates may include Content Provider Brand Features, submitted by Content Provider to CMEPEDIA: (i) within CMEPEDIA and in any CMEPEDIA-owned online or mobile properties; (ii) in online, mobile, television, out of home (e.g., billboard), and print advertising formats outside CMEPEDIA when mentioned along with other CMEPEDIA Products; (iii) when making announcements of the availability of the Product; (iv) in presentations; and (v) in customer lists which appear either online or on mobile devices (which includes, without limitation, customer lists posted on CMEPEDIA websites). If Content Provider discontinues the distribution of Specific Products on CMEPEDIA, CMEPEDIA will cease further use of the discontinued Products' Brand Features for marketing purposes. CMEPEDIA grants to Content Provider a limited, non-exclusive, worldwide royalty-free license to use the CMEPEDIA Brand Features for the term of this Agreement solely for marketing purposes and only by CMEPEDIA Brand Guidelines).

7. Product Removals

7.1 Your Removals. You may remove your Products from future distribution via CMEPEDIA at any time. Still, you must comply with this Agreement and the Payment Processor's Payment Account terms of service for any Products distributed through CMEPEDIA, including but not limited to refund requirements. Removing your Products from future distribution via CMEPEDIA does not (a) affect the license rights of users who have previously purchased or downloaded your Products, (b) remove your Products from Devices or from any part of CMEPEDIA where previously purchased or downloaded applications are stored on behalf of users, or (c) change your obligation to deliver or support Products or services that have been previously purchased or downloaded by users. Notwithstanding the previous, in no event will CMEPEDIA maintain on any portion of the CMEPEDIA (including, without limitation, the part of CMEPEDIA where Products are stored on behalf of users) any Product that you have removed from CMEPEDIA and provided written notice to CMEPEDIA that such removal was due to (i) an allegation of infringement, or actual infringement, of any copyright, trademark, trade secret, trade dress, patent or another intellectual property right of any person, (ii) an allegation of defamation or actual defamation, (iii) an allegation of violation, or actual violation, of any third-party's right of publicity or privacy, or (iv) an allegation or determination that such Product does not comply with applicable law.

If you remove a Product from CMEPEDIA according to clauses (i), (ii), (iii), or (iv) of this Section 7.1 and an end-user purchased such Product within a year before the date of removal, at CMEPEDIA's request, you must refund to the affected end user all amounts paid by such end-user for such affected Product, less the portion of the Transaction Fee specifically allocated to the credit card/payment processing for the associated transaction.

7.2. CMEPEDIA Removals. CMEPEDIA only randomly monitors the Products and their content. If CMEPEDIA is notified by you or otherwise becomes aware and determines at its sole discretion that a Product or any portion thereof or your Brand Features; (a) violates the intellectual property rights or any other rights of any third party; (b) violates any applicable law or is subject to an injunction; (c) is pornographic, obscene or otherwise violates CMEPEDIA's hosting policies or other terms of service as may be updated by CMEPEDIA from time to time at its sole discretion; (d) is being distributed by you improperly; (e) may create liability for CMEPEDIA or Authorized Operators; (f) is deemed by CMEPEDIA to have a virus or is deemed to be malware, spyware or have an adverse impact on CMEPEDIA's or an Authorized Operator's network; (g) violates the terms of this Agreement or the Programme Policies for Content Providers; or (h) the display of the Product is impacting the integrity of CMEPEDIA servers (i.e., users are unable to access such content or otherwise experience difficulty). CMEPEDIA may remove the Product from the platform or reclassify it at its sole discretion. CMEPEDIA reserves the right to suspend or bar any Content Provider from CMEPEDIA at its sole discretion. Suppose your Product contains elements that could cause serious harm to user devices or data. In that case, CMEPEDIA may, at its discretion, disable the Product or remove it from the devices on which it has been installed. CMEPEDIA may suspend or terminate the distribution of your Products if you materially breach the terms of any non-disclosure agreement or other Agreement relating to CMEPEDIA or the CMEPEDIA platform.

CMEPEDIA enters into a user agreement with medical health professionals and/or their professional bodies and/or their employers and/or institutions to grant them access to Products. These distribution agreements may require the involuntary removal of Products in violation of the medical health professionals and professional bodies and employers and institutions of medical health professionals' terms of service.

If your Product is involuntarily removed because it is defective, malicious, infringes the intellectual property rights of another person, defames, violates a third party's right of publicity or privacy, or does not comply with applicable law, and an end-user purchased such a Product within a year before the date of removal, unless the reason for removal is the expiration of the validity of the accreditation of that Product,: (i) you must refund to CMEPEDIA all amounts received, plus any associated fees (i.e., chargebacks and payment transaction fees), and CMEPEDIA (ii) CMEPEDIA may, at its sole discretion, withhold from your future sales the amount in subsection (i) above.

8. Your content provider credentials

8.1 You agree that you are responsible for maintaining the confidentiality of any content provider credentials that CMEPEDIA may issue or that you may choose yourself. You will be solely responsible for all products developed under your content provider credentials. CMEPEDIA may limit the number of accounts issued to you or the company or organization for which you work.

9. Privacy and Information

9.1. To continually innovate and improve ourselves, CMEPEDIA may collect specific usage statistics from CMEPEDIA and Devices, including but not limited to information on how CMEPEDIA and Devices are being used.

9.2 The data collected is examined in the aggregate to improve CMEPEDIA for users and Content Providers and is maintained by CMEPEDIA's Privacy Policy. To ensure transparency in the distribution and improvement of Products, limited data will be available to you on your Content Provider account, and CMEPEDIA can request additional data.

10. Terminating this Agreement

10.1 This Agreement will continue to apply until terminated by either you or CMEPEDIA, as set out below.

10.2 If you want to terminate this Agreement, you must provide CMEPEDIA with thirty (30) days prior written notice (unless this Agreement is terminated under Section 14.1) and cease using any relevant content provider credentials.

10.3 CMEPEDIA may, at any time, terminate this Agreement with you if:
(A) you have breached any provision of this Agreement or
(B) CMEPEDIA is required to do so by law or
(C) you cease being a Content Provider or
(D) CMEPEDIA decides no longer to provide the CMEPEDIA platform.

11. Disclaimer of Warranties

11.1 You expressly understand and agree that your use of CMEPEDIA is at your sole risk and that CMEPEDIA is provided "as is" and "as available" without warranty of any kind.

11.2 Your use of CMEPEDIA and any material downloaded or otherwise obtained through the use of CMEPEDIA is at your discretion and risk. You are solely responsible for any damage to your computer system or other Device or loss of data that results from such use.

11.3 CMEPEDIA further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to, the implied warranties and conditions of merchantability, fitness for a particular purpose, and non-infringement.

12. Limitation of Liability

12.1. You expressly understand and agree that CMEPEDIA, its subsidiaries, affiliates, and its licensors shall not be liable to you under any theory of liability for any direct, indirect, incidental, special consequential, or exemplary damages that you may incur, including any loss of data, whether or not CMEPEDIA or its representatives have been advised of, or should have been aware of the possibility of any such losses arising.

13. Indemnification

13.1. To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless CMEPEDIA, its affiliates, and their respective directors, officers, employees and agents, and Authorized Carriers from and against any third-party claims, actions, suits, or proceedings, as well as any losses, liabilities damages, costs and expenses (including reasonable attorneys' fees) arising out of or accruing from (a) your use of CMEPEDIA in violation of this Agreement, and (b) your Product that infringes any copyright, trademark, trade secret, trade dress, patent or another intellectual property right of any person or defames any person or violates their rights of publicity or privacy.

13.2 To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless the applicable Payment Processors (which may include CMEPEDIA or third parties) and the Payment Processors' affiliates, directors, officers, employees, and agents from and against any third-party claims, actions, suits or proceedings, as well as any losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or accruing from taxes related to your distribution of Products distributed via CMEPEDIA.

14. Changes to the Agreement

14.1 CMEPEDIA may make changes to this Agreement at any time by sending the Content Providers notice by email describing the modifications made. CMEPEDIA will also post a notification on this page and on the CME content provider account describing the modifications made. Look at the Agreement and check for notice of any changes regularly. Changes will not be retrospective. They will become effective and will be deemed accepted by the Content Provider (a) immediately for those who become Content Providers after the notification is posted, or (b) for pre-existing Content Providers on the date specified in the notice, which will be no sooner than 30 days after the changes are posted (Except changes required by law which will be effective immediately). If you disagree with the modifications to the Agreement, you must terminate your use of CMEPEDIA, which will be your sole and exclusive remedy. You agree that your continued use of CMEPEDIA constitutes your Agreement to the modified terms.

15. General Legal Terms

15.1 This Agreement constitutes the whole legal Agreement between you and CMEPEDIA, governs your use of CMEPEDIA, and completely replaces any prior agreements between you and CMEPEDIA with CMEPEDIA.

15.2. You agree that if CMEPEDIA does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which CMEPEDIA has the benefit of under any applicable law), CMEPEDIA will not take this to be a formal waiver of CMEPEDIA's rights and that those rights or remedies will still be available to CMEPEDIA.

15.3 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest. The remaining provisions of this Agreement will continue to be valid and enforceable.

15.4 You acknowledge and agree that each member of the group of companies of which CMEPEDIA is the parent shall be third-party beneficiaries to this Agreement and that such other companies shall be entitled to enforce directly and rely upon any provision of this Agreement that confers a benefit on (or rights in favour of) them. Besides this, no other person or company shall be third-party beneficiaries of this Agreement.

15.5 EXPORT RESTRICTIONS. PRODUCTS ON CMEPEDIA MAY BE SUBJECT TO INDIAN EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO YOUR DISTRIBUTION OR USE OF PRODUCTS. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, USERS, AND END-USE. CMEPEDIA WILL ISSUE A GENERAL NOTICE ON THE CONTENT PROVIDER ACCOUNT IF THEIR SERVICE IS LAUNCHED IN A NEW COUNTRY. CONTENT PROVIDERS NEED TO CHECK THE COMPATIBILITY OF SUCH A NEW DESTINATION WITH THEIR NATIONAL RESTRICTIONS.

15.6 The rights granted to this Agreement may not be assigned or transferred by either you or CMEPEDIA without the prior written approval of the other party. You and CMEPEDIA shall be permitted to delegate the responsibility or obligations under this Agreement only with the prior written consent of the other party. Any further attempt to assign is void. If you experience a change of control (for example, through a stock purchase or sale, merger, or another form of a corporate transaction): (a) you will give written notice to CMEPEDIA within 30 days after the change of control, and; (b) CMEPEDIA may immediately terminate this Agreement any time between the change of control and 30 days after it receives that written notice.

15.7 All claims arising out of or relating to this Agreement or your relationship with CMEPEDIA under this Agreement shall be governed by Dutch laws. You and CMEPEDIA further agree to submit to the Indian courts' exclusive jurisdiction to resolve any legal matter arising from or relating to this Agreement or your relationship with CMEPEDIA under this Agreement, except that you agree that CMEPEDIA shall be allowed to apply for injunctive relief in any jurisdiction.

15.8 The obligations in Sections 5, 6.1 (Solely as necessary to permit CMEPEDIA to effectuate Section 3.8), 7, 11, 12, 13, and 15 will survive any expiration or termination of this Agreement.