Loqate End User License Agreement

This License is made as of the Effective Date, by and between:

Loqate Inc. (LOQATE) of 805 Veterans Blvd Ste 212, Redwood City CA 94063

And the LICENSEE purchasing transactions through the Windows Azure DataMarket

The Effective Date is the date of the first purchase of transactions.

It is agreed as follows:

On the purchase of transactions by the LICENSEE LOQATE shall grant the LICENSEE a non-exclusive and non-transferable License to access the Loqate Address and Geocode Service Portal (LAGSP) subject to the terms and conditions contained herein (the Conditions).

1. LICENSE

1.1. Except as expressly provided in this License, no License is granted to translate, adapt, arrange, alter, de-compile, disassemble or reverse engineer the LAGSP or any part thereof and the LICENSEE undertakes not to do so or attempt any of such acts.

1.2. The LICENSEE shall use the LAGSP and data processed by the LAGSP solely for their internal business purposes and not for service bureau, time-sharing, renting, sale or other similar purposes.

1.3. A transaction shall be defined as a postal address record presented to the LAGSP for processing for which an Output Processing Code shall be assigned. (for details of the Output Processing Code see www.loqate.com/OPC)

2. MAINTENANCE & SERVICE LEVELS

2.1. All functionality shall be made available to the Licensee reliably, without significant delay or interruption, and in a manner that ensures a high-quality end user experience.

2.2. The online delivery service shall operate twenty-four (24) hours a day, seven (7) days a week with guaranteed external connectivity at least 99.8% of the time with no single unscheduled outage exceeding four (4) hours.

2.3. The service response time shall be no greater than two (2) seconds per transaction.

2.4. The LAGSP shall be persistently available to Users for the duration of any license purchased by Users, as such duration is set by Provider Terms and consistent with the Agreement.

2.5. Loqate will give users no less than one (1) week advance notice of any regularly scheduled downtime which will make LAGSP unavailable to Users for a period exceeding sixty (60) seconds.

2.6. LAGSP may be routed and delivered through secure, reliable third party data centers located in the United States or other such location that conforms to the service levels in this agreement.

2.7. Provider shall employ reasonable and current data security technology to protect any User data and other information related to the transactions contemplated under this Agreement.

2.8. Loqate will not automatically install any software on a LICENSEE's computer, device or other hardware without prior affirmative consent from the LICENSEE.

2.9. The LAGSP shall not include client side software, applications, other code, or any Content that includes: (a) malicious code that may damage or degrade Windows Azure DataMarket, its online delivery service or any other computer system or software; or (b) disabling mechanism, protection feature, or device designed to prevent access to or proper use of any Content or component of Windows Azure DataMarket; or (c) Content or code subject to an Excluded License. "Excluded License" means any license requiring, as a condition of use, modification and/or distribution that the software or other software combined and/or distributed with it be (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge.

3. PROPRIETARY RIGHTS AND INDEMNITY

3.1. LOQATE shall indemnify at its own expense and save harmless the LICENSEE against any claim that the normal use of the LAGSP infringes the intellectual property rights of any third party whether in the nature of patents, copyrights or otherwise, provided that LOQATE shall receive the full co-operation of the LICENSEE and sole control of the action. LOQATE shall have the right to replace or change all or any part of the LAGSP in order to avoid infringement, however, the LICENSEE shall have the right to immediately terminate this License if a replacement does not perform as warranted herein.

4. CONFIDENTIALITY

4.1. Each party acknowledges that in connection with its obligations hereunder it may receive confidential information on the other party or which by its nature it would be reasonable to assume is confidential. Both parties agree to keep confidential all such information and not disclose the same in whole or part to any third party without the prior written consent of the other party. This Clause shall not extend to any information which was rightfully known to the party prior to this License or which is already in the public domain or becomes so at a future date (otherwise than as a result of a breach of this clause). Information which is already in the public domain or known by the other party other than as a result of a breach of this clause shall not be treated as confidential for the purpose of this License.

5. ASSIGNMENT

5.1. The LICENSEE shall not be entitled to assign, sublicense or otherwise transfer the License whether in whole or in part and LOQATE shall not be able to assign or otherwise transfer its obligations hereunder.

6. TERM OF LICENSE

6.1. This License shall commence from the purchase of transactions from the Windows Azure DataMarket and continue until the sooner of when all such transactions have been utilized through the LAGSP or for a period of one year.

6.2. LOQATE may terminate the License forthwith on giving notice in writing to the LICENSEE if:

6.3. The LICENSEE commits any breach of any term of this License and (in the case of a breach capable of being remedied) shall have failed within 30 days after the receipt of a request in writing from LOQATE so to do, to remedy the breach (such request to contain a warning of LOQATEs intention to terminate)

6.4. Any termination of the License shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

7. GENERAL

7.1. If any circumstances beyond the reasonable control of the parties shall temporarily make it impossible for either party to perform its obligations (other than any payment obligations) under the License then the obligations of the said party will be temporarily suspended to such extent as is reasonable in the circumstances.

7.2. All notices which are required to be given hereunder shall be in writing and shall be sent to the address of the recipient set out in this License or other such address as the recipient may designate by notice given in accordance with the provisions of this Clause. Any such notice may be delivered by hand or by first class prepaid letter or telex or facsimile and shall be deemed to have been served if by hand when delivered, if by first class post 48 hours after posting, and if by telex or facsimile when received.

7.3. The headings to the Clauses of this License are for ease of reference only and shall not affect the interpretation or construction of this License.

7.4. This License (including the Schedule(s) and these Conditions) many only be amended with the written agreement of duly authorized representatives of both parties.

7.5. This Agreement shall be governed by and interpreted under the laws of the State of California without reference to its conflicts of laws principles. You hereby consent to the exclusive jurisdiction and venue of the state courts sitting in San Francisco County, California or the federal courts in the Northern District of California to resolve any disputes arising under this Agreement. In each case this Agreement shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods.

7.6. Any dispute which may arise between the parties concerning this License shall be determined by the courts of California and the parties hereby submit to exclusive jurisdiction of that court for such purpose.

8. U.S. GOVERNMENT LICENSING RIGHTS; NOTIFICATION OF EXPORT RESTRICTION.

8.1. If you are an agency or contractor of the United States Government, you acknowledge and agree that (a) the Software was developed entirely at private expense, (b) the Software in all respects is proprietary data belonging solely to Loqate or its licensors, (c) the Software is not in the public domain, and (d) the Software is "Commercial Computer Software" as defined in sub-paragraph (a)(1) of DFAR Section 252.227-7014 or any successor regulation thereto.

8.2. You agree to abide by the terms of the following notice, if such notice appears in or on the packaging for the Software, and you agree not to remove such notice from the Software.

8.3. IMPORTANT NOTICE: THIS SOFTWARE OR ANY UNDERLYING INFORMATION OR ANY UNDERLYING TECHNOLOGY MAY NOT BE DOWNLOADED, DISTRIBUTED OR OTHERWISE EXPORTED OR RE-EXPORTED OUTSIDE THE UNITED STATES (OR CANADA) OR TO ANY FOREIGN ENTITY OR FOREIGN PERSON AS DEFINED BY U.S. GOVERNMENT REGULATIONS, INCLUDING WITHOUT LIMITATION ANYONE WHO IS NOT A CITIZEN, NATIONAL, OR LAWFUL PERMANENT RESIDENT OF THE UNITED STATES (OR CANADA), OR TO ANYONE ON THE U.S. TREASURY DEPARTMENT'S LIST OF SPECIALLY DESIGNATED NATIONALS OR ON THE U.S. COMMERCE DEPARTMENT'S TABLE OF DENIAL ORDERS OR ENTITY LIST, OR INTO (OR TO A NATIONAL OR RESIDENT OF) CUBA, IRAQ, LIBYA, NORTH KOREA, IRAN OR ANY OTHER COUNTRY TO WHICH THE U.S. EMBARGOES GOODS. BY DOWNLOADING OR USING THIS SOFTWARE, YOU AND YOUR COMPANY ARE AGREEING TO ABIDE BY THE FOREGOING AND ARE WARRANTING THAT YOU AND YOUR COMPANY ARE NOT A FOREIGN PERSON OR FOREIGN ENTITY (OTHER THAN A CANADIAN PERSON OR CANADIAN ENTITY) OR UNDER THE CONTROL OF A FOREIGN PERSON OR FOREIGN ENTITY (OTHER THAN A CANADIAN PERSON OR CANADIAN ENTITY).

9. REFERENCE DATA

9.1. The LAGSP use reference data (The Data) to perform their designed function. Such data is sub-licensed by LOQATE from multiple vendors and is subject to the following additional terms and restrictions and to the information as shown in Schedule A.

9.2. The Data is intended for use only as part of the LAGSP. LICENSEE may not extract, or attempt to extract The Data into a raw data form for any purpose whatsoever.

9.3. Except where specifically licensed to do so LICENSEE may not (a) use this Data with any products, systems, or applications installed or otherwise connected to or in communication with vehicles, capable of vehicle navigation, positioning, dispatch, real time route guidance, fleet management or similar applications; or (b) with or in communication with any positioning devices or any mobile or wireless-connected electronic or computer devices, including without limitation cellular phones, palmtop and handheld computers, pagers, and personal digital assistants or PDAs.

9.4. The Data may contain inaccurate or incomplete information due to the passage of time, changing circumstances, sources used and the nature of collecting comprehensive geographic data, any of which may lead to incorrect results.

9.5. This Data is provided "as is," and LICENSEE agrees to use it at their own risk. LOQATE makes no guarantees, representations or warranties of any kind, express or implied, arising by law or otherwise, including but not limited to, content, quality, accuracy, completeness, effectiveness, reliability, fitness for a particular purpose, usefulness, use or results to be obtained from this Data, or that the Data or server will be uninterrupted or error-free.

9.6. LICENSEE DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, OF QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. Some States, Territories and Countries do not allow certain warranty exclusions, so to that extent the above exclusion may not apply to you.

9.7. LOQATE SHALL NOT BE LIABLE TO LICENSEE: IN RESPECT OF ANY CLAIM, DEMAND OR ACTION, IRRESPECTIVE OF THE NATURE OF THE CAUSE OF THE CLAIM, DEMAND OR ACTION ALLEGING ANY LOSS, INJURY OR DAMAGES, DIRECT OR INDIRECT, WHICH MAY RESULT FROM THE USE OR POSSESSION OF THE DATA; OR FOR ANY LOSS OF PROFIT, REVENUE, CONTRACTS OR SAVINGS, OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THIS INFORMATION, ANY DEFECT IN THE INFORMATION, OR THE BREACH OF THESE TERMS OR CONDITIONS, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF LOQATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some States, Territories and Countries do not allow certain liability exclusions or damages limitations, so to that extent the above may not apply to you.

9.8. Entire Agreement. These terms and conditions constitute the entire agreement between the LICENSEE (and its licensors, including their licensors and suppliers) and you pertaining to the subject matter hereof, and supersedes in their entirety any and all written or oral agreements previously existing between us with respect to such subject matter.

Copyright (c) 2010. Loqate, Inc.. All Rights Reserved.

Other product and company names appearing in Loqate products and materials are used for identification purposes only and may be trademarks or registered trademarks of their respective companies. Registered and unregistered trademarks used in any Loqate products and materials are the exclusive property of their respective owners.

SCHEDULE A

Canada Supplier Terms

Canada-Only Provisions. The following provisions apply to the Data for the Territory of Canada, which may include or reflect data from third party licensors ("Third Party Data"), including Her Majesty the Queen in Right of Canada ("Her Majesty") and Canada Post Corporation ("Canada Post"):

I. Disclaimer and Limitation: LICENSEE agrees that its use of the Third Party Data is subject to the following provisions:

Disclaimer: The Third Party Data is licensed on an "as is" basis. The licensors of such data, including Her Majesty and Canada Post, make no guarantees, representations or warranties respecting such data, either express or implied, arising by law or otherwise, including but not limited to, effectiveness, completeness, accuracy or fitness for a particular purpose.

Limitation on Liability: The Third Party Data licensors, including Her Majesty and Canada Post, shall not be liable: (i) in respect of any claim, demand or action, irrespective of the nature of the cause of the claim, demand or action alleging any loss, injury or damages, direct or indirect, which may result from the use or possession of such Data; or (ii) in any way for loss of revenues or contracts, or any other consequential loss of any kind resulting from any defect in the Data.

II. Copyright Notice: "This data includes information taken with permission from Canadian authorities, including © Her Majesty, © Queen's Printer for Ontario, © Canada Post, GeoBase Ò."

End-User Terms:

The Data may include or reflect data of licensors, including Her Majesty and Canada Post. Such data is licensed on an "as is" basis. The licensors, including Her Majesty and Canada Post, make no guarantees, representations or warranties respecting such data, either express or implied, arising by law or otherwise, including but not limited to, effectiveness, completeness, accuracy or fitness for a particular purpose.

The licensors, including Her Majesty and Canada Post, shall not be liable in respect of any claim, demand or action, irrespective of the nature of the cause of the claim, demand or action alleging any loss, injury or damages, direct or indirect, which may result from the use or possession of the data or the Data. The licensors, including Her Majesty and Canada Post, shall not be liable in any way for loss of revenues or contracts, or any other consequential loss of any kind resulting from any defect in the data or the Data.

End User shall indemnify and save harmless the licensors, including Her Majesty the Queen, the Minister of Natural Resources of Canada and Canada Post, and their officers, employees and agents from and against any claim, demand or action, irrespective of the nature of the cause of the claim, demand or action, alleging loss, costs, expenses, damages or injuries (including injuries resulting in death) arising out of the use or possession of the data or the Data.

Additional Provisions: This Addendum is in addition to all of the rights and obligations of the parties under the Agreement. To the extent that any of the provisions of this Addendum are inconsistent with, or conflict with, provisions of the Agreement, the provisions of this Addendum shall prevail.

Terms for other Countries

The following provisions apply to the Data for and to the extent indicated respecting any Territory, which may include or reflect data from respective third party licensors:

Paper Maps. With respect to any license granted to LICENSEE relating to making, selling or distributing paper maps (i.e., a map fixed on a paper or paper-like medium): (a) such license with respect to Data for the Territory of Great Britain is conditioned on LICENSEE's entering into and complying with a separate written agreement with the Ordnance Survey ("OS") to create and sell paper maps, LICENSEE's paying to the OS any and all applicable paper map royalties, and LICENSEE's complying with the OS copyright notice requirements; (b) such license for selling or otherwise distributing for charge with respect to Data for the Territory of Czech Republic is conditioned on LICENSEE's obtaining prior written consent from Kartografie a.s.; (c) such license for selling or distributing with respect to Data for the Territory of Switzerland is conditioned on LICENSEE's obtaining a permit from Bundesamt für Landestopografie of Switzerland; (d) LICENSEE is restricted from using Data for the Territory of France to create paper maps with a scale between 1:5,000 and 1:250,000; and (e) LICENSEE is restricted from using any Data to create, sell or distribute paper maps that are the same or substantially similar, in terms of data content and specific use of color, symbols and scale, to paper maps published by the European national mapping agencies, including without limitation, Landervermessungämter of Germany, Topografische Dienst of the Netherlands, Nationaal Geografisch Instituut of Belgium, Bundesamt für Landestopografie of Switzerland, Bundesamt für Eich-und Vermessungswesen of Austria, and the National Land Survey of Sweden.

OS Enforcement. Without limiting Section 1 above, with respect to Data for the Territory of Great Britain, LICENSEE acknowledges and agrees that the Ordnance Survey ("OS") may bring a direct action against LICENSEE to enforce compliance with the OS copyright notice (see Section 4 below) and paper map requirements (see Section 1 above) contained in this Agreement.

Traffic Codes. The following provisions apply to any grant of license for use of Data that includes Traffic Codes.

General Restrictions Applicable to Traffic Codes. LICENSEE acknowledges and agrees that in certain countries of the Territory of Europe, LICENSEE shall be responsible for obtaining rights directly from third party RDS-TMC code providers to use the Traffic Codes in the Data and to deliver to End-Users information, data, applications, products and/or services in any way derived from or based on such Traffic Codes.

Display of Third Party Rights Legend for Belgium. LICENSEE shall, for each provision of information, data, applications, products and/or services that uses Traffic Codes for Belgium, provide the following notice to the End-User: "Traffic Information is provided by the Ministerie van de Vlaamse Gemeenschap and the Ministèrie de l'Equipement et des Transports."

Brazil Points of Interest ("POIs"). "Conteudo fornecido por MapLink". Brazil POIs may not be used in publicly accessible, Internet-based web sites whereby consumers obtain POI data for their personal use.

Copyright Notices

The LICENSEE hereby acknowledges the following Copyright notices which may apply to reference data contained within the LAGSP. This notice shall be deemed to form part of the LAGSP.

Territory

   Notice

Australia

   Copyright. Based on data provided under license from PSMA Australia Limited (www.psma.com.au).

Austria

   © Bundesamt für Eich- und Vermessungswesen

Croatia, Cyprus, Estonia, Latvia, Lithuania, Moldova, Poland, Slovenia and/or Ukraine

   © EuroGeographics

France

   source: Géoroute® IGN France & BD Carto® IGN France

Germany

   "Die Grundlagendaten wurden mit Genehmigung der zuständigen Behörden entnommen" or "Die Grundlagendaten wurden mit Genehmigung der zustaendigen Behoerden entnommen."

Great Britain

   Based upon Crown Copyright material.

Greece

   Copyright Geomatics Ltd.

Hungary

   Copyright © 2003; Top-Map Ltd.

Italy

   La Banca Dati Italiana è stata prodotta usando quale riferimento anche cartografia numerica ed al tratto prodotta e fornita dalla Regione Toscana.

Norway

   Copyright © 2000; Norwegian Mapping Authority

Portugal

   Source: IgeoE - Portugal

Spain

   InformaciZón geográfica propiedad del CNIG

Sweden

   Based upon electronic data © National Land Survey Sweden.

Switzerland

   Topografische Grundlage: © Bundesamt für Landestopographie.

, or any federal official must notify NAVTEQ prior to seeking additional or alternative rights in the Data.

SCHEDULE B

U.S. Government End-Users

If the Data is being acquired by or on behalf of the United States government or any other entity seeking or applying rights similar to those customarily claimed by the United States government, The Loqate Global Knowledge Repository (hereinafter "Data") is a "commercial item" as that term is defined at 48 C.F.R. ("FAR") 2.101, is licensed in accordance with this License Agreement, and each copy of Data delivered or otherwise furnished shall be marked and embedded as appropriate with the following "Notice of Use," and shall be treated in accordance with such Notice:

NOTICE OF USE



CONTRACTOR (MANUFACTURER/ SUPPLIER) NAME: NAVTEQ


CONTRACTOR (MANUFACTURER/SUPPLIER) ADDRESS: 425 W Randolph Street, Chicago, Illinois 60606


This Data is a commercial item as defined in FAR 2.101 and is subject to the terms and conditions of this License Agreement.


© 2011 NAVTEQ - All rights reserved.


If the Contracting Officer, federal government agency, or any federal official refuses to use the legend provided herein, the Contracting Officer, federal government agency, or any federal official must notify NAVTEQ prior to seeking additional or alternative rights in the Data.