MediaListsOnline - License Agreement

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Cision’s MediaLists Online Database and Software License Agreement

TERMS AND CONDITIONS: Client agrees to accept and Cision agrees to grant a license to use MediaLists Online - MLO (which includes any and all data contained in MLO or provided by Cision hereunder), in accordance with the terms and conditions below.

AGREEMENT: Between Cision US, Inc., 332 South Michigan Avenue, Chicago, IL 60604 (“Cision” and "Cision's") and Client currently using Cision’s MediaLists Online.

TERM: The term of the license is on a per use basis and NOT subscription based. MediaLists Online clients are granted access to a secure Internet site where the data, software and files are accessed. LICENSE: Cision grants a non-transferable and non-exclusive license to Client to use by Client and Client’s employees for Client’s internal business purposes only and not for resale and not by any other person or entity: MediaLists Online. MLO

LIMITATIONS OF LICENSE: Client hereby agrees not to (and agrees to cause its employees not to) (i) modify, adapt, merge, translate or create derivative works based on MLO, including without limitation, use the Data in any product or service other than MLO (ii) decompile, disassemble or otherwise reverse engineer MLO in any manner or (iii) sell, copy, publish, disclose or otherwise transfer or distribute MLO, in whole or in part, or to sublicense its rights, or to transfer MLO; provided that nothing herein shall prevent the Client from copying limited portions of the data contained in MLO for internal business purposes only. MLO Client acknowledges that noncompliance with these obligations and conditions would cause irreparable harm to Cision that money damages would not be adequate to compensate and that Cision would be entitled to equitable relief, including injunction and specific performance and any other remedies available to it in law or equity and no failure or delay in Cision's exercising its rights hereunder will operate as waiver thereof.

CUSTOMER SUPPORT POLICY: Limited customer support will be provided to users of Cision’s MediaLists Online and will only be provided to the user name and corresponding e-mail address of the original purchaser.

OWNERSHIP: Client agrees that Cision is the sole owner of MLO and any intellectual property arising therefrom. Cision data may not be incorporated into any product or service for resale without the express written permission of the Publisher. This includes but is not limited to the inclusion of the data in any resale process, whether it be a press release distribution service or in any other resale form. Client shall not contest or challenge in any manner Cision’s sole ownership and agrees that it shall keep (and shall cause all of its authorized employees to keep) confidential and prevent the contents of MLO from unauthorized use and disclosure, including without limitation, keep confidential the password assigned, if any, for Internet access. Client shall not remove any proprietary notice of Cision from MLO.

WARRANTIES: Cision bases its data on sources believed by it to be reliable and will endeavor to assure that the data is complete, timely and accurate. However, Cision does not represent, warrant or guarantee the completeness, timeliness or accuracy of the information comprising the data, and it shall have no liability whatsoever to the Client or to any other person or entity on account of any incompleteness, untimeliness or inaccuracies in the data being provided or for any delay in reporting such data. The Client agrees that there are no warranties, guarantees, conditions, covenants or representations by Cision as to marketability, fitness for a particular purpose or other attributes of MLO, whether stated or implied, in law or in fact, in oral or written form.

NO AGENCY: Nothing contained in this Agreement shall be construed as constituting the parties as principal and agent, partners or joint venturors, or to be in any other fiduciary relationship, nor will anything herein render either party liable for debts or obligations of the other. It is understood and agreed that the only relationship between the parties is that of independent contractors as licensor and licensee.

LIMITATION OF LIABILITY: In no event will Cision be liable to the Client or third parties for any damages whatsoever, including loss of profits or other incidental damages arising out of the use or inability of use of MLO, or responsible for reconstruction of any non-Cision database files or software.

RETURN POLICY: Lists built using Cision’s MediaLists Online are non-returnable and non-refundable.

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