geoXtract™ License

THANK YOU FOR YOUR INTEREST IN THE SOFTWARE, AND RELATED DOCUMENTATION AND ANCILLARY SERVICES, DESIGNATED AS "GEOXTRACT" BY TERRA IMS, LLC ("TERRA IMS"). PLEASE READ THE TERMS OF THIS LICENSE AGREEMENT ("LICENSE"), WHICH GOVERNS YOUR ACCESS AND USE OF GEOXTRACT. YOU AGREE THAT ANY ACCESS OR USE BY YOU OF GEOXTRACT, OR ANY PART OF GEOXTRACT, WILL BE UNDER THE TERMS OF THIS LICENSE. THIS LICENSE IS A BINDING LEGAL AGREEMENT BETWEEN YOU AND TERRA IMS.

IF YOU DO NOT AGREE WITH THE TERMS OF THIS LICENSE, DO NOT ACCESS OR USE GEOXTRACT OR ANY PART OF IT.

1. General

geoXtract is software, and related documentation and ancillary services, provided by LefseSoft that is used to develop and publish Internet maps that display user-provided data ("mashups"). Any access or use of geoXtract is subject to this License, which applies to all versions of geoXtract made available by LefseSoft.

LefseSoft may make geoXtract available in different versions. The functionality and level of support of each such version will be as documented by LefseSoft in www.geoXtract.com. Such functionality and level of support may be modified at any time by LefseSoft. LefseSoft may discontinue support, or access to documentation or services, relating to geoXtract at any time in its sole discretion.

Any of the computer code (in any form), graphics, fonts, and user, technical or support documentation, comprising geoXtract, whether on disks, read only memory, via the Internet, or any other media or medium, are licensed, and not sold, to you by LefseSoft for use only as provided in this License. LefseSoft reserves all patents, trademarks, service marks, copyrights, registration rights, moral rights, other intellectual property and other rights in geoXtract. For avoidance of doubt, as between you and LefseSoft, geoXtract, and any copies of geoXtract, are and will at all times remain the sole and exclusive property of LefseSoft, including when you access and use geoXtract. You are solely responsible for obtaining the rights to use any intellectual property of third parties in connection with your access and use of geoXtract, provided that LefseSoft will provide access to certain third party APIs, geocoding and other products and services necessary for the operation of geoXtract as determined by LefseSoft in its sole discretion, but subject to the availability of such products and services. LefseSoft may terminate this License at any time and without notice if you fail to comply in any respect with this License. If you have obtained the right to access or use geoXtract via a test, trial use, or other non-standard arrangement authorized by LefseSoft, you agree to comply with all of the obligations of a licensee of geoXtract, and such access or use may be terminated for convenience at any time by LefseSoft.

2. Fees

You may only access and use geoXtract if you have paid for this License in full (for versions of geoXtract designated by LefseSoft as requiring payment of license fees) and are in full compliance with all of the terms of this License. License fees are not refundable, even if you have not accessed or used geoXtract after payment.

YOU AGREE TO REIMBURSE TERRA IMS FOR ANY THIRD PARTY "CHARGEBACK" OR NSF FEES, PLUS PROCESSING FEES OF $100.00 PER CHARGEBACK OR RETURNED CHECK, FOR ANY CHARGEBACKS INCURRED BY TERRA IMS OR ANY CHECKS FOR WHICH PAYMENT IS NOT HONORED. FURTHER, YOU AGREE TO REIMBURSE TERRA IMS FOR ANY COLLECTION COSTS, INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES, INCURRED BY TERRA IMS OR ITS AGENTS TO COLLECT ANY MONIES THAT YOU MAY OWE TO TERRA IMS.

Each instance of geoXtract may only be used by the individual or entity who registered as the licensee. You may not "share" your license with, sublicense, sell, rent access to or use of, or otherwise make geoXtract available to, another person or entity. If a license to geoXtract was purchased by an entity and that instance of geoXtract is not designated as an "enterprise" version by LefseSoft, then a separate subscription must be purchased for each individual who accesses and uses geoXtract on behalf or for the benefit of that entity. You agree that access or use of geoXtract using multiple computers or IP addresses with the same license key will constitute a reasonable basis for LefseSoft to determine that you are not in compliance with the two preceding sentences. You are responsible for safeguarding any account names, passwords , serial numbers, license keys, and registration numbers provided to you by LefseSoft and for any activity occurring under such account names, passwords, license keys, and registration numbers.

Any license fees that you pay are for the particular version of geoXtract designated by LefseSoft at the time of purchase. LefseSoft may charge additional license fees for different versions of geoXtract and for upgrades, support, and other products and services, as determined by LefseSoft in its sole discretion.

LefseSoft reserves the right to not offer geoXtract to any person or entity at any time or for any reason without requiring any reason therefor or notice thereof.

3. Permitted Uses

You may only access and use geoXtract for the purpose of generating and publishing your bona-fide business, non-profit or personal mashups as permitted under this License using data that you lawfully and rightfully own or obtain; you are granted no other rights to geoXtract. Certain technical and operating limitations apply to different versions of geoXtract, as documented on www.geoXtract.com or such other websites or other sales channels authorized by LefseSoft. You agree to abide by such limitations and to not circumvent them in any way. Subject to the terms of this license, you may make one backup copy of geoXtract solely to restore your use of the instance of geoXtract that you purchased in the event of any malfunction.

LefseSoft may from time to time, in its sole discretion, require (if you license certain versions of geoXtract) or permit you to display your mashups on www.geoXtract.com or other websites or mediums made available by LefseSoft. LefseSoft, however, is not obligated to provide www.geoXtract.com or other websites or other mediums.

4. Certain Prohibitions and Limitations

Upon any termination of this License, you immediately shall cease all access or use of geoXtract and permanently and completely delete geoXtract and any copies of geoXtract from all computers on which they were installed.

You represent, warrant, and promise to LefseSoft that you will not access or use geoXtract to generate or publish any mashup that: (i) infringes upon any patents, trademarks, service marks, copyrights, registration rights, moral rights, or other intellectual property of LefseSoft or any third party; (ii) contains material that is libelous, obscene, scandalous, or otherwise inappropriate (as determined by LefseSoft in its sole discretion), including by displaying pornography, promoting violence, or advocating discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (iii) criticizes, disparages, or otherwise causes harm toLefseSoft or any of its shareholders, officers, employees, contractors, clients, advisors; (v) does not comply with United States, foreign and international laws; or (vi) violates the terms of use and other conditions of Google, Yahoo! and other persons or entities that provide Internet maps used to display your mashups or products or services used in the operation of geoXtract. You further represent, warrant, and promise to LefseSoft that you will not modify, or create any derivative works of, geoXtract. In the event of any breach of the foregoing, in addition to any remedies that LefseSoft may have at law, in equity, pursuant statute, or by this License or other agreement with LefseSoft, LefseSoft immediately will have all right, title and interest to, and will be the sole and exclusive owner of, any modifications or derivative works that you may have created (or requested or permitted third parties to create) from geoXtract without incurring any liability to you or any third party. You agree to, at your expense, cooperate with LefseSoft and furnish all documentation required by LefseSoft so that LefseSoft may enjoy all described in the immediately preceding sentence.

ANY INFORMATION, INCLUDING BUT NOT LIMITED TO MASHUPS, DATA FILES, AND GRAPHICS USED IN, GENERATED OR PUBLISHED WITH GEOXTRACT IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, LIFE SUPPORT MACHINES OR ANY OTHER EQUIPMENT, SOFTWARE, PRODUCTS OR SERVICES IN WHICH THE USE OF SUCH MASHUPS COULD LEAD TO DEATH, PERSONAL INJURY, PROPERTY LOSS OR DAMAGE, OR DAMAGE TO THE ENVIRONMENT.

You may not use, export or re-export geoXtract except as authorized by United States law. In particular, but without limitation, geoXtract may not be used, exported or re-exported (i) in or into (or to a national or resident of) any United States embargoed countries (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List.

You will not, and you will not request or permit any third party to: (i) access or use LefseSoft' computer systems or software without obtaining the prior written approval of LefseSoft, provided that you may access and use LefseSoft's websites in the ordinary course and subject to the terms of use of such websites; or (ii) reverse engineer, decompile, disassemble, modify, translate, attempt to the discover the source code of, misappropriate, or create derivative works of, any software, documentation, database structures, or other property owned, licensed or used by LefseSoft, including geoXtract.

You acknowledge that Internet mapping is a new and evolving field and that geoXtract uses certain third party APIs, geocoding technologies, and other products and services over which LefseSoft has no control. You understand and agree that your use of geoXtract may be temporarily or permanently suspended, modified, or otherwise affected by the availability, quality, security, reliability and speed of such products and services. You agree to be solely responsible for backing-up your data, securing your computer systems, and otherwise preventing harm to your computer or data.

5. Disclaimer of Warranties; Acknowledgment of Conditions

GEOXTRACT, WWW.GEOXTRACT.COM, AND ANY WEBSITES, SALES CHANNELS, PRODUCTS OR SERVICES PROVIDED TO YOU BY TERRA IMS ARE PROVIDED "AS IS"AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, TERRA IMS DISCLAIMS ALL WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TERRA IMS OR ANY TERRA IMS REPRESENTATIVE SHALL CREATE A WARRANTY. YOU ACKNOWLEGE AND ACCEPT THAT THE OPERATION OF GEOXTRACT, WWW.GEOXTRACT.COM, AND ANY WEBSITES, SALES CHANNELS, PRODUCTS OR SERVICES PROVIDED TO YOU BY TERRA IMS MAY NOT BE UNINTERRUPTED, VIRUS-FREE, OR ERROR-FREE

6. Limitation of Liability; Indemnity.

IN NO EVENT SHALL TERRA IMS BE LIABLE FOR DEATH, PERSONAL INJURY, OR PROPERTY LOSS OR DAMAGE, OR FOR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR ACCESS OR USE OR INABILITY TO ACCESS OR USE GEOXTRACT, WWW.GEOXTRACT.COM, AND ANY WEBSITES, SALES CHANNELS, PRODUCTS OR SERVICES PROVIDED TO YOU BY TERRA IMS, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STATUTORY, OR OTHERWISE) AND EVEN IF TERRA IMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall LefseSoft' total liability to you, or to any persons or entities acting by or through you, for any and all damages exceed, cumulatively for all claims, the total amount of license fees actually paid by you for geoXtract. The foregoing limitations will apply even if the above stated remedy fails its essential purpose.

You agree to indemnify, defend and hold harmless LefseSoft and its owners, principals, officers, partners, subsidiaries, employees, agents, licensors, and suppliers from and against all losses, expenses, damages and costs, claims of any third party, including reasonable attorney's fees and expenses, due to, arising out of, related to or otherwise (i) attributable to the actual or alleged infringement or violation of any intellectual property right claimed by LefseSoft or a third party, (ii) resulting from any violation by you of this License, terms of use, or other agreement with LefseSoft, or (iii) your access or use geoXtract, www.geoXtract.com and any other websites, sales channels, products or services made available by LefseSoft.

7. Government End Users

geoXtract is a "Commercial Items", as that term is defined at 48 C.F.R. Section 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202, as applicable. Consistent with 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202-1through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (i) only as Commercial Items and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

8. Controlling Law and Severability; Other

This License will be governed by and construed in accordance with the laws of the State of Oregon, as applied to agreements entered into and to be performed entirely within Oregon between Oregon residents. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect. In the event of any dispute between or among you, any person or entity acting by or through you, and LefseSoft, such dispute will be subject to the exclusive jurisdiction of the State and Federal courts sitting in the City of Portland, State of Oregon, provided that LefseSoft may initiate claims, litigation or judicial procedures in any jurisdiction as necessary to protect LefseSoft' intellectual property. You agree that any notice given to you by LefseSoft by e-mail, by posting on http://www.geoXtract.com, or through any other electronic means is acceptable to you. LefseSoft, and only LefseSoft, may modify this License at any time by notifying you pursuant to the means identified in the immediately preceding sentence; if you disagree with any modification of this License, your sole recourse is to immediately cease all use of the geoXtract, in which case you will permanently and completely delete geoXtract and all copies thereof from any computers on which they were installed.

9. Terms of Use; Privacy

The terms of use and privacy policy published from time to time on www.geoXtract.com are incorporated herein by reference to the extent not inconsistent with the terms of this License. You acknowledge that LefseSoft may collect and use information in connection with your access or use of geoXtract, including to verify compliance with the terms of this License. You grant permission to LefseSoft to refer to you as a customer of LefseSoft in its marketing materials and communications.

10. Complete Agreement; Governing Law

This License constitutes the entire agreement between the parties with respect to geoXtract and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by LefseSoft. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern.