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API Subscription Agreement

This Agreement is entered into by and between USgeocoder and Subscriber for the purpose of allowing Subscriber access to USgeocoder's Application Programming Interface (API) and to use the services described in this Agreement. Access and use is permitted only on the condition that Subscriber accepts all terms and conditions contained herein. Subscriber acknowledges having read this Agreement carefully before indicating acceptance. Subscriber's access to API services will not begin until Subscriber has indicated assent to the terms and conditions by clicking the "I accept" button.

SECTION 1. GRANT OF LICENSE.

USgeocoder grants to Subscriber a limited license to access and use its suite of API Legislative and other Data Web services (hereinafter individually or collectively referred to as the "services"), as limited by the terms and conditions herein and any operative addenda. Unless explicitly stated to the contrary, this Agreement, and those of any addendum, shall govern Subscriber's use of any new feature or service added to the current services. Subscriber represents that Subscriber is authorized to accept these terms and conditions on behalf of any employer or principal for which Subscriber is acting.

SECTION 2. PRIVACY AND CONFIDENTIALITY.

2.1.
Subscriber acknowledges that Subscriber will obtain direct access via USgeocoder's web site to certain confidential information owned by Online Image, including password or controlled access information contained in proprietary databases of USgeocoder and their licensors. USgeocoder may receive Subscriber's confidential information, including personal and business data, product information, marketing strategies, and other valuable technical or personal information. Each party shall hold the other's confidential information in strict confidence and may provide such information to employees within its organization only on a need to know basis. When reasonably necessary, USgeocoder may distribute received information to their distributors and affiliates who have a need to know and who actively participate in the delivery of API services or corresponding support to Subscriber, to support any other activities in furtherance of this Subscription Agreement. Subscriber may use information obtained from USgeocoder solely for the purposes of developing, maintaining, and supporting Subscriber's web enabled applications.
2.2.
Subscriber's obligation to maintain the confidentiality of the USgeocoder's information shall continue until the USgeocoder releases subscriber from such responsibility. USgeocoder's responsibility to maintain confidentiality for five (5) years after the date the information is first received unless otherwise stated by Subscriber when delivering the information to Online Image. Upon termination of this Agreement, or upon the disclosing party's written request, the receiving party must cease use of and return or destroy all information.

SECTION 3. SUBSCRIBER'S CONDUCT REGARDING USE OF SERVICES.

3.1.
Subscriber agrees not to use the services for spamming, phishing, or to transmit chain letters, junk e-mail, bulk communications, or unsolicited offers. USgeocoder reserves the right to block, filter, or delete any such unsolicited communications. Subscriber shall not transmit through the services any content that is objectionable, including but not limited to pornography, content indicating hatred or intolerance of any class of people, gender, religion, ethnicity, or national origin, or advocating the violent overthrow of elected governments whose officials compete in multiparty elections; or to upload such content onto USgeocoder's Web site or its servers. Subscriber shall not use any USgeocoder domain name as a pseudonymous return e-mail address for any communications that Subscriber transmits from another location or through another service. Subscriber shall not pretend to be someone else or spoof their identity when using the services.
3.2.
Subscriber agrees not to use the services for any unlawful activity not otherwise covered herein, including without limitation, attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making direct threats of physical harm. In addition to the foregoing, Subscriber may not, without limitation:
(a)
Impersonate any person or entity, including, but not limited to, USgeocoder employees, USgeocoder's web site or services, or falsely state or otherwise misrepresent Subscriber's affiliation with a USgeocoder person or entity;
(b)
forge headers or otherwise manipulate identifiers to disguise the origin of any content transmitted through the service or develop hidden pages or images (those not linked to USgeocoder's Web site from another accessible page);
(c)
upload, post, or otherwise transmit any content that Subscriber does not have a right to transmit to the public by law or under contractual or fiduciary obligations (such as proprietary or confidential information learned or disclosed through employment or under nondisclosure agreements);
(d)
upload, post, or otherwise transmit any material that contains software viruses, trojan horses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or equipment;
(e)
violate any applicable local, state, or federal law or any regulations having the force of law including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission or any securities exchange;
(f)
stalk or otherwise harass another, or
(g)
advocate violence toward any person or group of persons not engaged in violent suppression of persons or groups of persons on behalf of unelected governments. USgeocoder reserves the right in its sole discretion to terminate this Agreement and to discontinue Subscriber's access to the services immediately upon determining that Subscriber has engaged in any of the foregoing activities.

SECTION 4. NOTICES; MODIFICATION AND TERMINATION OF SERVICES.

4.1.
USgeocoder may send notices to Subscriber via e-mail, regular mail, and or through available on line documentation. The API web site may also provide notices of changes to the terms and conditions of this Agreement or other matters by displaying notices or links to notices about the services to Subscriber.
4.2
USgeocoder reserves the right, at any time, to modify or discontinue, temporarily or permanently, the services (or any part thereof) with or without notice. USgeocoder may make changes to the services, including those regarding products, services, programs, subscription terms and conditions, and prices, at any time. Subscriber can review the most current version of the services, this Agreement, and/or addenda that may apply on the USgeocoder website. If Subscriber thereafter continues to use the services, Subscriber will be deemed to have accepted the modifications or addenda. Subscriber may cancel the subscription and license upon written notice to USgeocoder. Geocoder/Online Image may terminate this Agreement and Subscriber's access to the services without notice and in itsr sole discretion in the event of Subscriber's breach of any provision of this Agreement. USgeocoder may immediately deactivate or delete Subscriber's services site account and/or bar any further access to the services. USgeocoder will not be liable to Subscriber or any third party for any such termination, modification, or suspension of the services.

SECTION 5. INTELLECTUAL PROPERTY RIGHTS.

5.1.
Subscriber may not use, distribute, or disparage any USgeocoder trademarks, including names, marks, brands, logos, designs, trade dress, or other designations used in connection with the services, software, data, or information of USgeocoder. Subscriber may not use or cobrand Subscriber's applications, products, or material with those of associated with USgeocoder. Subscriber shall not incorporate any USgeocoder marks into Subscriber's trademarks, service marks, company names, internet addresses, domain names, or other similar designations.
5.2.
Subscriber shall not remove any intellectual property notices, proprietary legends, and/or U.S. Government Limited/Restrictive Rights legend contained in the services, the metadata files of the services, or any online and/or hard copy attribution page of any data or documentation delivered hereunder and shall affix any attribution notices as may be specified therein.
5.3.
Neither party shall acquire any right, title, ownership, or interest in the information or property of the other party, whether by estoppel, implication, or otherwise. Nothing in this Agreement shall be construed as conferring any license to the proprietary information or intellectual property rights of USgeocoder, or otherwise. Subscriber acknowledges sole responsibility for obtaining any such licenses.

SECTION 6. DISCLAIMER OF WARRANTIES.

6.1.
SUBSCRIBER USES THE SERVICES AT SUBSCRIBER'S SOLE RISK. THE SERVICES AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. UNLESS OTHERWISE EXPLICITLY STATED, THE SERVICES OR CONTENT ON THE USGEOCODER WEB SITE IS NOT INTENDED FOR USE IN ANY MISSION CRITICAL APPLICATIONS. US GEOCODER/ONLINE IMAGE DISCLAIMS ALL IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. US GEOCODER MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY, OR COMPLETENESS OF ANY OF THE SERVICES OR CONTENT CONTAINED ON THEIR WEB SITES.
6.2.
THE SERVICES AND CONTENT HAVE BEEN DEVELOPED FROM SOURCES BELIEVED TO BE RELIABLE, BUT THEIR ACCURACY AND COMPLETENESS ARE NOT GUARANTEED. THE SERVICES AND CONTENT MAY CONTAIN NONCONFORMITIES, DEFECTS, INACCURACIES, ERRORS, OR OMISSIONS. USgeocoder MAKES NO WARRANTY THAT
(a)
THE SERVICES WILL MEET SUBSCRIBER'S REQUIREMENTS;
(b)
THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE;
(c)
THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE;
(d)
THE QUALITY OF ANY SERVICES, DATA OR INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY SUBSCRIBER THROUGH THE SERVICES WILL MEET SUBSCRIBER'S EXPECTATIONS; OR
(e)
ANY ERRORS IN THE SERVICES, SOFTWARE, DATA, OR INFORMATION WILL BE CORRECTED.
6.3.
ANY SOFTWARE, DATA, OR INFORMATION DELIVERED PURSUANT TO THIS AGREEMENT OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT SUBSCRIBER'S OWN DISCRETION AND RISK AND SUBSCRIBER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO SUBSCRIBER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH SOFTWARE, DATA, OR INFORMATION INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES OR OTHER MALICIOUS COMPUTER CODE.
6.4.
SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS, AND THAT
(a)
THE INTERNET IS NOT A SECURE INFRASTRUCTURE,
(b)
NEITHER PARTY HAS CONTROL OVER THE INTERNET, AND
(c)
NEITHER PARTY IS LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THE SERVICES.
6.5.
THE SERVICES AND CONTENT DELIVERED HEREUNDER ARE NOT FAULT TOLERANT AND ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE OR RESALE, FOR INSURANCE UNDERWRITING, OR FOR HIGH RISK ACTIVITIES, INCLUDING BUT NOT LIMITED TO, CRITICAL HEALTH AND SAFETY SITUATIONS, ONLINE CONTROL EQUIPMENT, HAZARDOUS ENVIRONMENTS THAT REQUIRE FAIL SAFE PERFORMANCE, SUCH AS THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, OR COMMUNICATION SYSTEMS, EMERGENCY RESPONSE, TERRORISM PREVENTION OR RESPONSE, LIFE SUPPORT, OR WEAPONS SYSTEMS. USgeocoder SPECIFICALLY DISCLAIMS ANY WARRANTY OF FITNESS FOR SUCH HIGH RISK ACTIVITIES.
6.6.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY SUBSCRIBER FROM USgeocoder OR FROM THE SERVICES CREATES ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THE TERMS OF THIS AGREEMENT.

SECTION 7. LIMITATION OF LIABILITY.

7.1.
In no event shall USgeocoder or their third party licensors, employees, or agents be liable for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to, damages for loss of profits, revenue, goodwill, use, data, electronically transmitted orders, or other economic advantage (even if USgeocoder has been advised of the possibility of such damages), however caused and regardless of the theory of liability, whether in contract, tort (including negligence), breach of warranty, or otherwise, arising out of or related to the following:
(a)
the use of, or the inability to use, the services;
(b)
the cost of procurement of substitute goods and services resulting from any goods, data, information, or services purchased or obtained or messages received or transactions entered into through or from the services;
(c)
unauthorized access to, or alteration of, subscriber's transmissions or data;
(d)
statements or conduct of any third party on the services; or
(e)
any other matter relating to the services including content subscriber may download, use, modify, or distribute from USgeocoder's web sites.
7.2.
Subscriber has sole responsibility for adequate protection and backup of any data and/or any equipment used in connection with the services. Subscriber waives any and all claims against USgeocoder for lost data, rerun time, inaccurate output, work delays, or lost profits resulting from the use of the services.
7.3.
The limitations of liability and disclaimers set forth in this Agreement apply regardless of whether Subscriber has accepted any services, software, data, or documents delivered by USgeocoder. Subscriber agrees that USgeocoder sets its prices and enters into this Agreement in reliance upon the disclaimers and limitations set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of bargain between the parties.

SECTION 8. INDEMNITY.

8.1.
Subscriber shall indemnify and hold USgeocoder harmless from, and covenants not to sue USgeocoder, for, any and all claims based on using the services as integrated as part of subscriber's value added application.
8.2.
USgeocoder is committed to respecting others' intellectual property rights and asks that Subscriber do the same. Subscriber agrees to defend, indemnify, and hold harmless USgeocoder and its subsidiaries, affiliates, officers, agents, cobranders, alliance members, or other partners, employees, or agents from any claim or demand, including attorney's fees, made by any third party due to, or arising out of, Subscriber's use of the services including any use by Subscriber's employees or agents, Subscriber's connection to the services, Subscriber's violation of the terms and conditions of this Agreement, or Subscriber's violation of any rights of a third party. USgeocoder may, in its sole discretion and without notice, terminate the accounts or access rights of Subscriber's who misappropriate, infringe, or otherwise violate a third party's intellectual property rights.

SECTION 9. PRIVACY POLICY.

USgeocoder respects Subscriber's desire for privacy. By using the USgeocoder web site and the services, Subscriber consents to the terms of this Privacy Policy. Subscriber further consents to the processing of Subscriber's registration information by any data and/or service provider, and, if applicable, by any authorized distributor responsible for providing technical support to Subscriber. If USgeocoder decides to change that policy, it will post the revised policy prominently on its web site or otherwise bring it to Subscriber's attention.

SECTION 10. PAYMENT AND REFUND POLICY.

USgeocoder will charge your credit card when you subscribe to the USgeocoder API service. Subscription fees are determined by the number of informational items times the number of requests you order and pre-pay for.

You can make changes to your API plan any time. If you increase the number of information items, the increased cost per request will be applied to your current number of unused requests, resulting in the increased amount being charged to your credit card upon submission of the change. If you decrease the number of informational items, the decreased cost per request will be calculated for your remaining unused requests. The total decreased amount will be refunded to you within 14 business days from submission of the change.

Changes to your number of requests will be automatically applied and will reflect on your next bill.

USgeocoder API requests do not expire. You can cancel your subscription any time. Any remaining number of requests will be refunded to you within 14 business days upon submission of cancellation.

SECTION 11. GENERAL TERMS AND CONDITIONS.

11.1.
The parties intend this Agreement to be an integration constituting the entire agreement between them. This Agreement governs Subscriber's use of the services in all respects, superseding any prior agreements, including, but not limited to, any prior versions of the Agreement. Subscriber may be subject to additional specific terms and conditions that may apply when Subscriber accesses and uses other services, USgeocoder software, third party content, or third party software. Subscriber may not assign or otherwise transfer the terms and conditions nor any rights granted herein. Sections 1, 5, 6, 7, 8, and 10 shall survive termination of this Agreement.
11.2.
This Agreement is deemed to be entered into in the State of California, County of Santa Clara and shall be governed by, and construed and enforced according to, the laws of that state, without regard to conflict of laws principles. Personal and subject matter jurisdiction are exclusively in California. Exclusive venue is Santa Clara County. The parties specifically disclaim and waive any and all rights under the U.N. Convention on Contracts for the International Sale of Goods.
11.3.
The services are subject to the U.S. Export Administration Laws and Regulations. Diversion of such services contrary to U.S. law is prohibited. None of the services, software, data, or information, or any direct product therefrom, are being, nor will be, acquired for shipping, transferring, or re-exporting, directly or indirectly, to proscribed or embargoed countries or their nationals, nor will they be used for nuclear activities, chemical biological weapons, or missile projects unless authorized by the U.S. government. Subscriber certifies that Subscriber is not on the U.S. Department of Commerce's Denied Persons List or affiliated lists or in the U.S. Department of Treasury's Specially Designated Nationals List. Subscriber will strictly comply with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. Subscriber will comply with all import laws, restrictions, and regulations applicable to the location where the services are received by the Subscriber.
11.4.
Subscriber shall maintain at Subscriber's principal place of business complete and accurate business records of the transactions for services acquired pursuant to this Agreement. USgeocoder shall have the right to annually inspect such records at its expense and upon reasonable notice to Subscriber and provided such inspection is reasonable in scope and is non disruptive of Subscriber's operations. If an audit reveals that Subscriber has underpaid any subscription or transaction fees to either USgeocoder or to its third party supplier for Subscriber's use of the services in excess of ten percent (10%), then Subscriber shall pay USgeocoder's reasonable costs of conducting the audit, in addition to the underpaid amount.
11.5.
Any breach of this Agreement will result in irreparable harm to USgeocoder or its third party licensors for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, USgeocoder shall have the right to a temporary restraining order, preliminary and permanent injunctions, specific performance, and other equitable relief in any court of competent jurisdiction to prevent violation of this Agreement and without the requirement of posting a bond or undertaking or proving injury as a condition for such relief.
11.6.
Any failure of USgeocoder to exercise or enforce any term of this Agreement does not constitute a waiver of that term, or of any other term. If a court of competent jurisdiction finds any term of this Agreement to be invalid, that term shall be severed and the remaining terms remain in full force and effect.
11.7.
The parties waive the protections of any and all statutes of limitation and agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, or related to the use of, the services or the terms and conditions of this Subscription Agreement must be filed WITHIN ONE (1) YEAR after such claim or cause of action accrued or be forever barred.
11.8.
Any and all breaches and controversies arising under this Agreement shall be adjudicated exclusively by binding arbitration in Santa Clara County, California under the statutes and rules of California governing such arbitrations. The parties waive any and all right to have any breach or controversy arising under this Agreement adjudicated by a court of law, except as to the filing as a judgment of any arbitrator's award and the enforcement of such judgment.
11.9.
Fees quoted to Subscriber are exclusive of any and all applicable taxes or fees including, but not limited to, sales tax, use tax, value added tax (VAT), customs, duties, or tariffs, and shipping and handling charges.