IF YOU CLICK THE "I ACCEPT" BUTTON, YOU ARE STATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. I ACCEPT I DO NOT ACCEPT GLOBAL TRADE ATLAS LICENSE AGREEMENT THIS AGREEMENT ("Agreement"), effective as of the Effective Date, is made by and between GLOBAL TRADE INFORMATION SERVICES, INC. ("GTIS"), a Virginia corporation, with offices at 2218 Devine Street, Columbia, South Carolina, and the Licensee (entity or individual) identified to GTIS where the Licensee was granted access by GTIS, via a Username and Password, to the GTA. ("Licensee"). RECITALS WHEREAS, GTIS is the owner of a software program referred to as the Global Trade Atlas (as defined below); WHEREAS, GTIS has obtained the rights to publish and/or republish Trade Data (as defined below) using the Global Trade Atlas software; WHEREAS, GTIS desires to license to Licensee, and Licensee desires to license from GTIS, under the terms and subject to the conditions set forth hereinafter, the Global Trade Atlas for the purpose of accessing the Trade Data; NOW THEREFORE, in consideration of the representations, warranties, covenants, and agreements contained in this Agreement, and intending to be legally bound hereby, GTIS and Licensee agree as follows: SECTION I: Definitions As used in this Agreement, the following terms shall have the meanings set forth below: 1.1 "GTA Software" shall mean software, including whole or partial copies of the GTA Software, supplied by or granted access by GTIS to Licensee in any form and/or over any media, to enable Licensee to access "Trade Data". 1.2 "GTA Manuals" shall mean any manuals, instructions, online help information, and/or other materials, either in software or hard copy, that may be provided by GTIS for use with the GTA Software. 1.3 "Global Trade Atlas" ("GTA") shall mean GTA Software and GTA Manuals.
1.4 "Trade Data" shall mean merchandise trade statistics, merchandise trade information, and merchandise trade data for one or more countries as specified in Section II below. 1.5 The "Effective Date" is the date on which Licensee accesses the GTA Software. 1.6 "License Fee" shall mean the non-refundable annual fee charged to Licensee for access to and use of the GTA. SECTION II - Grant of License 2.1 GTIS hereby grants to Licensee a non-exclusive, non-transferable, limited license to access and use the GTA, and to use and create derivative works from the Trade Data accessed by Licensee via the GTA, as expressly permitted by this License Agreement for the Term of the license stated in Section IX below. 2.2 Without prior express written permission from GTIS, this Grant of License permits Licensee to access and use the GTA only from any computer authorized by Licensee to access Licensee's local area network located in one physical location at one of Licensee's regular business locations. SECTION III - Payment 3.1 Within one month of the Effective Date, Licensee will pay to GTIS the non-refundable License Fee. SECTION IV - Representations and Warrantees 4.1 GTIS hereby represents and warrants to Licensee that GTIS is the owner of the GTA Software and GTA Manuals and that GTIS is entitled to grant to Licensee the rights set forth under this License Agreement regarding the GTA Software and GTA Manuals. 4.2 GTIS hereby represents and warrants to Licensee that GTIS has the right to grant to Licensee, via the GTA, access to and use of the Trade Data. While the Trade Data is obtained from official sources, GTIS does not warrant, guarantee, or certify, in any way, the accuracy of the Trade Data. 4.3 Licensee understands and agrees that all right, title, and interest, including, without limitation, all copyright, trademark, and other intellectual property or proprietary rights, in and to the GTA belong exclusively to GTIS and are not licensed or transferred except as expressly stated herein. Licensee agrees not to erase, remove, alter, or obscure any mark, notice or legend, including proprietary or intellectual property notices, pertaining to the origin, identity or ownership of the GTA or any component of the GTA. Licensee further agrees not to erase, remove, alter, or obscure any mark, notice or legend, including proprietary or intellectual property notices, from any information displayed, transmitted or printed from the GTA. 4.4 Licensee understands and agrees that GTIS is not the owner of the Trade Data, that GTIS did not collect, gather, compile, assemble, and/or otherwise amass the Trade Data within any individual country and that GTIS does not warrant, guarantee, or certify, in any way, the accuracy of the Trade Data.
SECTION V - Disclaimer of Warrantees 5.1 GTIS DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, CORRESPONDENCE TO DESCRIPTION, TITLE AND NON- INFRINGEMENT; FURTHER, GTIS SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES REGARDING LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, NEGLIGENCE, AND LACK OF WORKMANLIKE EFFORT FOR THE PROGRAM. IN PARTICULAR, GTIS DOES NOT WARRANT THAT THE GTA WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE GTA WILL BE UNINTERRUPTED OR ERROR FREE. GTIS SHALL NOT BE LIABLE FOR ANY DELAY IN PERFORMANCE OR NON-PERFORMANCE HEREUNDER OR FOR ANY LOSS, DAMAGES, OR EXPENSE SUFFERED BY LICENSEE BY REASON OF SUCH DELAY OR NON-PERFORMANCE, THE RISK OF WHICH LICENSEE ASSUMES. SECTION VI - Limitation of Liabilities 6.1 IN NO EVENT SHALL GTIS BE LIABLE TO LICENSEE OR ANY PERSON FOR ANY AMOUNT EXCEEDING THE AMOUNT OF LICENSE FEES PAID BY LICENSEE IN THE CURRENT SUBSCRIPTION PERIOD FOR THE GTA. IN NO EVENT SHALL GTIS BE LIABLE TO LICENSEE OR ANY OTHER PERSON, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOST SAVINGS OR PROFIT, LOST DATA, BUSINESS INTERRUPTION OR ATTORNEY'S FEES) ARISING OUT OF THIS LICENSE AGREEMENT, INCLUDING LICENSEE'S ACCESS TO, USE OF OR INABILITY TO USE THE GTA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO LICENSEE FOR THAT REASON. IF LICENSEE IS DISSATISFIED WITH THE GTA, LICENSEE'S SOLE AND EXCLUSIVE REMEDY SHALL BE FOR LICENSEE TO DISCONTINUE USE OF THE GTA OR TERMINATE THIS LICENSE AGREEMENT IN ACCORDANCE WITH SECTION IX. SECTION VII - Prohibited Uses 7.1 Except as expressly provided above, Licensee may not, with respect to the GTA Software or GTA Manuals, or any part thereof, copy, sublicense, store, reproduce, transmit, distribute, rent, lease, sell, convey, modify, commercially exploit, transmit, or translate the GTA Software or the GTA Manuals, or create any derivative works of the GTA Software or the GTA Manuals. 7.2 Without prior express written permission from GTIS, Licensee may not convert the GTA Software to any programming language or format, alter, decompile, disassemble, reverse assemble or reverse compile the GTA Software, in whole or in part, or in any manner attempt to derive the source code equivalent of the GTA Software. 7.3 Licensee may not download, print, transfer (electronically or otherwise), and/or distribute multiple tables of Trade Data, as presented in and accessed by the GTA, for use by any person or entity other than Licensee if such dissemination of Trade Data does not include any substantial value-added information provided with the Trade Data by Licensee. SECTION VIII - Miscellaneous
8.1 Licensee hereby agrees that Licensee is solely responsible for the selection and use of equipment on which the GTA is executed, including all hardware, software, and electronic transfer media used by Licensee to access the GTA. GTIS shall have no responsibility for any problems associated with such equipment or with the compatibility of the GTA with such equipment. 8.2 On or about the Effective Date, GTIS shall provide to Licensee a User Name and a Password and/or an IP Address for use by Licensee to access and use the GTA. At the end of the current Term or upon termination of this License Agreement for any reason, GTIS will deactivate Licensee's User Name and Password and/or an IP Address. 8.3 GTIS will provide Licensee with the technical support reasonably necessary to assist Licensee in downloading and/or accessing the GTA using Licensee's equipment. GTIS will provide reasonable instruction to Licensee on the use of the GTA. 8.4 For Licensee's authorized use of the Trade Data (see Section VII above), Licensee may give attribution of the Trade Data to either "Global Trade Information Services, Inc." or to the official source of the Trade Data, if any, stated in the GTA so long as the attribution to the official source includes the phrase "as published by Global Trade Information Services, Inc." 8.5 GTIS shall have the right, at any time and without notice, to add to or modify the terms of this License Agreement by posting such amended terms at GTIS's website or other Internet location relating to the GTA. Licensee's access to or use of the GTA after the date of such amended terms shall be deemed to constitute acceptance of such amended terms. SECTION IX - Term and Termination 9.1 The Term of this License Agreement shall be one year and shall begin on the Effective Date and end on the day prior to the one year anniversary of the Effective Date. 9.2 This License Agreement may be renewed for an additional Term as agreed by GTIS and Licensee and upon receipt of an additional License Fee by GTIS. The additional License Fee shall be agreed upon by GTIS and Licensee and may be the same as or different than the License Fee. The additional Term shall begin upon receipt of the additional License Fee by GTIS. 9.3 This License Agreement shall remain in effect for the entire current Term until terminated by either party. Either party may terminate this License Agreement upon written notice to the other party, which may be provided by e-mail as set forth in Section XII below. This License Agreement shall automatically terminate in the event Licensee fails to comply with any term of this License Agreement. Upon any termination, Licensee agrees to remove all access to the GTA from Licensee's computers and, if applicable, any and all copies and/or partial copies of the GTA from any computer equipment and media in Licensee's possession, custody, or control. GTIS shall have no obligation to return or refund License Fees for any reason, including termination. The provisions of this License Agreement shall survive any termination or expiration of this License Agreement to the extent applicable and allowed by law. Upon termination of this License Agreement, GTIS shall have no obligation to provide historical data to Licensee via CD ROM or any other media, nor to grant Licensee access to any non-current database or Trade Data. SECTION X - Indemnification
10.1 Licensee agrees to indemnify, hold harmless, and defend GTIS, its respective shareholders, directors, officers, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney's fees, arising out of or relating to any breach by Licensee of any provision of this License Agreement. Licensee agrees that any indemnified person shall have the right to participate in the defense of any such claim through counsel of its own choosing at Licensee's expense. SECTION XI - Governing Law and Arbitration 11.1 This License Agreement shall be governed by the laws of the Commonwealth of Virginia and the United States without reference to conflicts of laws. Licensee agrees to the personal jurisdiction of the federal or state courts sitting in Virginia for all disputes arising under this License Agreement. Licensee hereby waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. Any dispute(s) arising out of or relating to this Agreement shall be initially attempted to be settled by negotiation between the parties, and if settlement cannot be reached, the dispute(s) shall be finally settled by binding arbitration in Washington, D.C., conducted by a single arbitrator, under the Commercial Arbitration Rules of the American Arbitration Association then in effect. Neither party may bring an action more than one year after any cause of action related to this License Agreement arose. SECTION XII - Notice 12.1 All notices and other communications given or made pursuant to this License Agreement shall be in writing and shall be deemed to be duly given or made when sent by first-class mail, postage prepaid, or when sent by facsimile or e-mail to either parties' last known post office, facsimile or e-mail address, respectively. Licensee hereby consents to notice by e-mail at the e-mail address provided by Licensee to GTIS. All notices shall be directed to the parties at their respective addresses given below or to such other address as either party may, from time to time, provide to the other party. If to GTIS: Global Trade Information Services, Inc. 2218 Devine Street Columbia, South Carolina 29205 UNITED STATES Attn: Donald Brasher Fax: 803-799-5589 E-mail: don@gtis.com with a copy to: Duane Morris LLP 505 9th Street, N.W., Suite 1000 Washington, DC 20004 Attn: Mark Comtois Fax: 202-776-7801 E-mail: mccomtois@duanemorris.com
If to Licensee: To contact name (entity or individual) provided by Licensee with full mailing address plus fax or e-mail address. SECTION XIII - Entire Agreement 13.1 This License Agreement, together with any modifications as provided for above, constitute the entire agreement and understanding between GTIS and Licensee relating to the GTA and supersede all prior contracts or agreements, whether oral or written. SECTION XIV - Severability 14.1 Should any provision of this License Agreement or the application thereof be held invalid or unenforceable to any extent: such provision shall be ineffective to the extent, and only to the extent, of such unenforceability or prohibition and shall be enforced to the greatest extent permitted by law; such unenforceability or prohibition in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction; and such unenforceability or prohibition shall not affect or invalidate any other provision of this License Agreement. SECTION XV - Counterparts 15.1 This License Agreement may be executed by facsimile or e-mail signatures, or otherwise, and in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument. IN WITNESS WHEREOF, each of the parties hereto has caused this License Agreement to be duly executed and delivered in its name and on its behalf, all as of the Effective Date. GLOBAL TRADE INFORMATION SERVICES, INC.