Map Resources Extended Use License Agreement

This Agreement is between Map Resources, of Lambertville, New Jersey and the LICENSEE named in the associated Map Resources online order or the Map Resources Order Form, herein referred to as the “LICENSEE”. The Map Resources Extended Use Order Form and the Map Resources Online Ordering System are herein referred to as the “ORDER FORM”.

Grant of License

Map Resources holds copyrights on the computer graphic map products listed on the ORDER FORM. LICENSEE wishes to license these images for use with its product or service, herein referred to as the "PRODUCT". This License covers only this PRODUCT specified, and cannot be extended to other uses without written permission from Map Resources.

Map Resources hereby grants LICENSEE non-exclusive, non-transferable rights to modify and distribute images derived from Map Resources' images in electronic, machine readable form. Images may not be distributed in their original, unmodified format.

LICENSEE will pay Map Resources a lump sum license fee, as indicated in ORDER FORM.

Usage

The Map Resources images are intended for use by end users in conjunction with normal usage of the PRODUCT. This should be clearly communicated to LICENSEE resellers and customers. Any communications indicating that the images can or are intended for use in other situations is a violation of this AGREEMENT.

Acknowledgment

Credit must be given for the maps together with other copyright notices associated with the PRODUCT. The notice need only appear once with each PRODUCT, and should read:

Term

This license agreement shall go into effect when it is executed and full payment of all license fees due are received by Map Resources. Once in effect this agreement is perpetually effective unless terminated.

Termination of Agreement

LICENSEE shall have the right to terminate this agreement at any time. In the event of termination, licensee shall destroy any and all copies of derived images licensed for distribution under this agreement.

WARRANTIES AND LIMITATIONS OF LIABILITY

Warranty Disclaimer: While Map Resources uses reasonable care in gathering, compiling, processing, and making available the digital maps, it cannot guarantee the accuracy or completeness thereof, and provides the maps to Licensee on an 'as is' basis.

Map Resources DOES NOT PROVIDE ANY, AND HEREBY DISCLAIMS ALL,

WARRANTIES REGARDING THE DIGITAL MAPS, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Liability Limitation:

(a). Map Resources will have no liability for any loss or damage (i) caused by errors of omissions in the digital maps, (ii) resulting from any use of the digital maps including any indirect or consequential damages.

(b). In no event shall Map Resources be liable to Licensee for any damages of any type in connection with any cause of action arising out of or in any way related to this Agreement in excess of $500.00. Map Resources warrants that it has true and lawful authority to license the digital maps as provided in this Agreement. Map Resources further warrants that it has all requisite power and authority to execute, deliver and perform this Agreement, and that the execution, delivery and performance of the Agreement by Map Resources does not violate or conflict with or constitute a material breach or result in a material default under any agreement, order, judgment, arbitration award or decree to which Map Resources is a party. Map Resources shall defend, protect, indemnify and hold Licensee harmless from and against all costs, expenses and damages attributable to any claim that the licensed use of Map Resources as provided hereunder infringes upon any proprietary right of a third party, provided that (i) Licensee gives Map Resources prompt written notice of any such claim of which it has knowledge; and (ii) Map Resources is given full control over the defense of such claim and receives the full cooperation of Licensee in the defense thereof.

Confidentiality

Except as otherwise provided in this Agreement, each party shall regard and preserve as confidential all non-public business information of the other relating to customer lists, pricing methods, processes, apparatus, programs or other material conceived, designed, created or developed by the other obtained in connection with this Agreement, and except as specifically required to accomplish the obligations set forth in this Agreement, the parties hereto shall not, without first obtaining the other's written consent, disclose to any person, firm or enterprise, or use for its own benefit, any such information which is not theretofore in the public domain. Each party shall implement sufficient safeguards to effectively implement this section. This section shall survive the termination or expiration of this Agreement.

Assignment

The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that this Agreement may not be assigned by either party without the prior written consent of the other except that either party may, without such written consent, assign this Agreement to any corporation controlling, controlled by, or under common control with such party.

Miscellaneous

This Agreement is the entire agreement between Map Resources and LICENSEE concerning the Images. This Agreement may not and cannot be assigned or transferred to a Use other than that stated above. This Agreement can only be modified by a properly signed written agreement. This License shall be governed by and construed under the laws of New Jersey. The prevailing party in any legal action to enforce this Agreement shall be entitled to reasonable attorney's fees and costs.

Entire Agreement

This Agreement constitutes the entire agreement between the parties, and shall not be modified except by written agreement executed by both parties.