Maponics^® END-USER DATA LICENSE AGREEMENT

This Data License Agreement (“Agreement”) is entered into on the date the order is placed (“Effective Date"), by and between Maponics, LLC, a Vermont company ("Maponics") and the company making the purchase (“Licensee”), for use only by Licensee.

A. Maponics owns certain proprietary data related to ZIP Code map data within the United States; and
B. Licensee desires to license such data from Maponics for use in Licensee's Business;

NOW, THEREFORE, by downloading the Licensed Materials or installing from a DVD, Licensee agrees as follows:

1. DEFINITIONS
1.1. “Licensed Materials” means the ZIP Code map data provided by Maponics. This product includes the names and boundaries (and other attributes as Maponics may choose to provide) for 5-digit postal ZIP Codes in the United States. Maponics’ proprietary process builds these polygons using multiple data sources. The data provided is between 12 and 24 months older than Maponics’ most recent quarterly update.
1.2. “End User” means a named person within the Licensee’s organization.
1.3. “Supplier” means any third-party organization supplying information to Maponics and incorporated into the Licensed Materials.
1.4. “Partner” means a third-party organization granted the right by Maponics to sell and distribute the Licensed Materials to Licensees.

2. GRANT OF LICENSE TO LICENSEE
2.1. Subject to the terms and conditions of this Agreement, Maponics hereby grants to Licensee a non-exclusive, non-transferable license within the United States of America to possess and to use Licensed Materials solely for internal mapping and analytics.
2.2. Use of the Licensed Materials in products or services for any purpose other than expressly specified in Section 2.1 is specifically excluded from the license granted in this Agreement. The rights granted under this Agreement specifically exclude the right to directly or indirectly, sell, distribute, reverse engineer, or sublicense the Licensed Materials, or any portion thereof, in bulk to any person or entity.
2.3. The Licensed Materials are licensed and not sold. Licensee agrees that Maponics (and/or its suppliers and licensors) owns all proprietary rights, including, but not limited to any copyright, moral rights, trade secret, trademark, patent and other proprietary rights, in and to the Licensed Materials, including any derivatives thereof, and Licensee shall make no assertion to the contrary. Licensee acknowledges that Maponics has expended considerable time, effort and funds to compile Licensed Materials. Title to Licensed Materials shall, at all times remain in Maponics, and Licensee shall have no rights therein except as provided in this Agreement.
2.4. The Licensed Materials will be stored and utilized on computers located at Licensee’s offices and will not (except for back-up copies) be maintained at any other location. Maponics may request at any time and Licensee will promptly (not to exceed 10 days) deliver to Maponics a list of all computers and locations containing any Licensed Materials and the use of such Licensed Materials in each such computer and location.

3. DELIVERY OF LICENSED MATERIALS
3.1. Maponics will deliver Licensed Materials to the Licensee via download from our Partner website.
3.2. Delivery will be made in the form and format maintained by Maponics.
3.3. Maponics will not provide any updates to the Licensed Materials.
3.4. This license does not include any technical support.

4. WARRANTIES
4.1. Maponics warrants that it has the right to provide the Licensed Materials in accordance with the terms of this Agreement.
4.2. FURTHER, EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS SECTION, THE LICENSED MATERIALS AND THE MEDIUM ON WHICH THEY ARE PROVIDED TO LICENSEE ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS, AND MAPONICS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED MATERIALS AND THE MEDIUM ON WHICH THEY ARE PROVIDED TO LICENSEE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MAPONICS OR ANY OF ITS EMPLOYEES OR PARTNERS SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES TO LICENSEE.
4.3. Licensee acknowledges that Maponics may have seeded the Licensed Materials with minor and harmless inaccuracies as a way to track compliance with this Agreement.

5. LIMITATIONS ON LIABILITY
Except as otherwise expressly set forth in this Agreement, Maponics, any company affiliated with Maponics, or any officer, director, employee, agent, subcontractor, successor or assign of Maponics or any such company shall not be liable to Licensee for any loss, injury, claim, liability or damage of any kind resulting in any way from (a) errors or omissions in Licensed Materials, (b) use of Licensed Materials by Licensee or any party receiving any Licensed Materials from Licensee directly or indirectly or (c) the content of Licensed Materials as provided under this Agreement. Licensee’s exclusive remedy regarding defects in Licensed Materials shall be to request Maponics to correct such defect and provide such corrected data to Licensee.

If the limitations of liability set forth in this Section or elsewhere in this Agreement are held to be unenforceable, the liability of Maponics, any company affiliated with Maponics, and any officer, director, employee, agent, subcontractor, successor or assign of Maponics or any such company, to Licensee for damages or alleged damages, whether in contract (including breach of warranty), tort (including strict liability and negligence), intellectual property infringement or otherwise, with respect to Licensed Materials or otherwise related to this Agreement shall not exceed the amounts received by Maponics from Licensee.

In no event shall either party hereto be liable to the other party for any indirect, incidental, special or consequential damages arising from or in any way connected with its performance or failure to perform under this Agreement, whether in contract (including breach of warranty), tort (including strict liability and negligence), intellectual property infringement or otherwise, including, without limitation, loss of revenues or loss of profits, even if such party has knowledge of the possibility of such damages. All remedies set forth in this Agreement are exclusive and in lieu of any other remedy available at law or in equity.

6. TERM; ACKNOWLEDGMENT
6.1. This Agreement shall commence on the Effective Date and shall continue for a period of three (3) years (the “License Term”).
6.2. The terms of this Agreement are transferable by Maponics to legal successors of the Licensed Materials. Maponics may acknowledge Licensee as a customer of Maponics.

7. GOVERNING LAW
This Agreement shall be interpreted and construed according to, and governed by, the laws of the State of Vermont, United States of America as applicable to agreements made and wholly performed therein. All disputes will be exclusively resolve in the State of Vermont. Any award made by the arbitration panel, however constituted, shall be final, binding and conclusive on all parties for all purposes and judgment may be entered thereon by any state or federal court having jurisdiction. In addition to any settlement in a dispute, the prevailing party shall be entitled to the recovery of its reasonable attorneys' and associated fees and expenses. The provisions of this section will not prohibit either party from instituting an action for or obtaining an equitable remedy.

8. CONFIDENTIALITY
8.1. As used in this Agreement, "Confidential Information" means (a) proprietary or trade secret information which is clearly labeled or designated in writing as confidential, proprietary or the like by the disclosing party, (b) information disclosed orally with a designation of such information as secret, confidential or proprietary prior to or during the oral disclosure and a subsequent reduction of such information to a writing labeled confidential, proprietary or the like and sent to the party to whom the disclosure was made within 15 days after the oral disclosure and (c) the provisions of this Agreement. Information shall not be considered Confidential Information to the extent that such information is: (w) already known to the receiving party free of any restriction at the time it is obtained from the other party; (x) subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (y) or becomes publicly available through no wrongful act of the receiving party; or (z) required to be disclosed by applicable law.
8.2. Each of Maponics and Licensee agree that it will not, during the term of this Agreement and for five years thereafter, disclose to any other person or entity any Confidential Information received from the other, except (a) to the extent necessary or desirable to perform under this Agreement, (b) in connection with any pending action related to this Agreement, or (c) as required by a court of competent jurisdiction. Notwithstanding the provisions of this Section, the parties may disclose Confidential Information to their respective affiliates, accountants, attorneys, and other similar professional advisors as long as the entity to which Confidential Information is disclosed is subject to obligations of confidentiality with the same effect as those specified in this Section. Notwithstanding the foregoing, Maponics and any independent contractors which it uses to process the Licensed Materials may exchange information in connection with this Agreement so long as such independent contractors are subject to obligations of confidentiality with the same effect as those specified in this Section.

9. ENTIRE AGREEMENT; MODIFICATION; WAIVER
This Agreement constitutes the entire agreement of the parties relating to the subject matter hereof and supersedes all prior communications, understandings and agreements, oral or written. No modification or waiver of any provision of this Agreement shall be valid unless such modification or waiver is in a writing drafted specifically and exclusively to amend or modify this Agreement and signed by the party against whom it is sought to be enforced. No purchase order, invoice, acceptance form or other like document shall modify this Agreement in any manner or impose obligations on the parties in addition to or inconsistent with those set forth herein. No waiver at any time of any provision of this Agreement shall be deemed a waiver of any other provision of this Agreement at that time or a waiver of that or any other provision of this Agreement at any other time.

10. INJUNCTIVE RELIEF
Licensee acknowledges that any use of the Licensed Materials by Licensee which is not in accordance with the terms of this Agreement or any violation of the restrictions imposed on its use of the Licensed Materials would cause irreparable harm to Maponics for which there would be no adequate remedy at law. Accordingly, Licensee agrees that in the event of any such violation, Maponics shall be entitled to immediate injunctive relief (temporary, preliminary or permanent, as the case may be) against Licensee, its officers and employees, in addition to such other rights and remedies to which it may be entitled by law.

11. MISCELLANEOUS
11.1. Nothing in this Agreement shall be construed to constitute or appoint either party as the agent or representative of the other party for any purpose whatsoever, or to grant to either party any right or authority to assume or create any obligation or responsibility, express or implied, for or on behalf of or in the name of the other party, or to bind the other party in any way or manner whatsoever.
11.2. Neither party shall be liable to the other party for any loss or damage attributable to, and neither party shall be deemed to be in default hereunder as a result of, any failure or delay in performance caused by force majeure. For purposes of this Agreement, the term "force majeure" shall include strike, lockout, earthquake, hurricane, flood, fire or other acts of God, nature, war, rebellion, civil disorders, laws, regulations, acts of civil or military authorities (including the denial or cancellation of any export or other necessary license), unavailability of materials, carriers or communications facilities, and any other causes beyond the reasonable control of the party whose performance is affected.
11.3. Neither this Agreement nor any interest herein may be assigned by either party without the prior written approval of the other party, which approval shall not be unreasonably withheld, except that either party may assign this Agreement in its entirety to any purchaser of all or any substantial portion of its business or assets or to any subsidiary or other affiliate without the prior approval of the other party.

© 2008 Maponics^®