THIS CIVIC TECHNOLOGIES® DATABASE AND SOFTWARE LICENSE AGREEMENT DESCRIBES THE TERMS ON WHICH CIVIC TECHNOLOGIES, INC. OFFERS YOU ACCESS TO THE DATABASES AND THE SOFTWARE DESCRIBED BELOW. BY PRESSING THE "I ACCEPT" BUTTON, YOU ACCEPT THE TERMS AND CONDITIONS BELOW. BY PRESSING THE "DECLINE" BUTTON, YOU DECLINE OUR OFFER, IN WHICH CASE YOU WILL NOT BE AUTHORIZED TO USE SAID PRODUCTS.

If you have any questions regarding these terms and conditions, please contact customer service at support@civictechnologies.com. Civic Technologies Inc. ("Civic") welcomes you. Civic and its Customer (defined below) provides these services to you, subject to the following Terms of Service ("TOS"), which may be updated by us from time to time without notice to you. You can review the most current version of the TOS at any time at: www.businessdecision.com. In addition, when using particular Civic owned or operated services, you will be subject to any posted guidelines or rules applicable to such services, which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the TOS.

THE PARTIES

1. The parties to this license are Civic, the Customer, and the Authorized User. The "Customer" is the person or organization that has entered into a license agreement with Civic for access to one or more Databases and the Business Decision Software ("Software"). The "Authorized User" is a) a card-holding patron in good standing of Customer; or b) an employee of Customer, in either case authorized by Customer to access the Databases and Software (as defined below) through the Customer's website and remote patron authentication systems subject to the terms of Customer's license.
2. This license applies to Databases and Software. "Databases" are those searchable electronic databases published by Civic for which the Customer has paid the appropriate fee or has been authorized for a period of trial access. "Software" is proprietary search retrieval software incorporated in and utilized through certain ESRI web service software under the name, Business Decision. Databases and Software are sometimes referred to below as "Services."
3. In granting this license to the Authorized User, Civic is also acting on behalf of Information Partners and Technology Partners. "Information Partners" are entities that have licensed to Civic the information in a Database. "Technology Partners" are entities that have licensed to Civic search, retrieval or other software used with the Databases. Each Information Partner or Technology Partner retains its right to enforce its trademarks, copyrights, patents, trade secrets, and other rights directly against the Customer or Authorized User.
4. In consideration of your use of the Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or if Civic has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Civic has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

2.0 USER LICENSE

1. Civic grants to the Customer a non-exclusive, non-transferable license to access the Databases by means of the Software, through the Customer's website and remote patron authentication systems.
2. The Databases, the Software, and the associated materials (other than portions in the public domain), including the documentation, are the property of Civic, an Information Partner, or a Technology Partner and are protected by copyright laws and by international treaties.
3. No title is transferred by this license or by the payment of any fee.
4. The Authorized User's rights are limited to itself alone and do not extend to subsidiary or parent corporations, or to any other related or affiliated persons or organizations.
5. Any rights not expressly granted in this license are reserved to Civic, the Information Partners, or the Technology Partners.

2.1 WHAT YOU MAY DO

You MAY:

1. make searches of the Databases.
2. make a limited number of hard copies of any search output that does not contain a significant segment of a Database, which copies may be used only internally but may not be sold.
3. make one copy of any search output in electronic form (i.e., diskette, hard disk, or tape) to be used for editing or temporary use only.

2.2 WHAT YOU MAY NOT DO

You may NOT:

1. decompile or reverse engineer the Software.
2. sell, distribute, or commercially exploit the Databases, the Software, or associated material.
3. make the Databases or the Software available on a network or through remote access technology.
4. transfer, assign, or sublicense this license.
5. use any Database in any way unless you have agreed to this license.

2.3 REPORT VOLUME AND TIME DURATION LIMITATIONS
Customer's license from Civic grants it the right to allow Authorized Users to create a specific, limited number of reports over a specified time period from the Databases via the internet through the Customer's website using remote patron authentication. In the event that the maximum number of reports would be exceeded during the specified time period or upon expiration of the license period, Authorized Users will not be able to obtain additional reports until and unless the Customer makes appropriate arrangements with Civic therefor. Civic will have no liability to Authorized Users for any inability by the latter to obtain reports for any reason whatsoever.

3.1 DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

1. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CIVIC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ARE RESPONSIBLE FOR OBTAINING ACCESS TO THE SERVICE AND THAT ACCESS MAY INVOLVE THIRD PARTY FEES (SUCH AS INTERNET SERVICE PROVIDER OR AIRTIME CHARGES). YOU ARE RESPONSIBLE FOR THOSE FEES. IN ADDITION, YOU MUST PROVIDE AND ARE RESPONSIBLE FOR ALL EQUIPMENT NECESSARY TO ACCESS THE SERVICE.
2. CIVIC MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND(v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
3. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CIVIC OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
5. IF THE DATABASE INCLUDES ABSTRACTS, AUTHORIZED USERS SHOULD CONSULT THE FULL TEXT MATERIALS BEFORE REACHING OR SUGGESTING CONCLUSIONS.
6. THE PRESENCE IN OR ABSENCE FROM THE DATABASE OF ANY REFERENCE TO INFORMATION, DATA, EVENTS, RESEARCH, OR DEVELOPMENTS DOES NOT IMPLY THE SPECIFIC EXISTENCE OR THE NON-EXISTENCE THEREOF, NOR DOES CIVIC, ITS INFORMATION PARTNERS, OR ITS TECHNOLOGY PARTNERS CLAIM COMPREHENSIVENESS OR THE ABSENCE OF ERRORS.
7. IN VIEW OF THE ABOVE, ALL LIABILITY IS DISCLAIMED FOR THE ACCURACY, COMPLETENESS OR FUNCTIONING OF THE DATABASES.
8. A SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR WHILE USING THE SERVICE. CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC SYMPTOMS EVEN IN USERS WHO HAVE NO HISTORY OF PRIOR SEIZURES OR EPILEPSY. IF YOU, OR ANYONE IN YOUR FAMILY, HAVE AN EPILEPTIC CONDITION, CONSULT YOUR PHYSICIAN PRIOR TO USING THE SERVICE. IMMEDIATELY DISCONTINUE USE OF THE SERVICE AND CONSULT YOUR PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING THE SERVICE -- DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.

3.2 LIMITATION OF LIABILITY

1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT CIVIC SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CIVIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY DATA, INFORMATION OR SERVICES OBTAINED OR RECEIVED THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ALTERATION OF DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY IN CONNECTION WITH THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
2. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTS OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO EACH AUTHORIZED USER. THE PROVISIONS OF PARAGRAPHS 3.1 AND 3.2 WILL SURVIVE ANY TERMINATION OF THIS LICENSE.

4.0 APPLICABLE LAW
This agreement will be governed and construed in accordance with the laws of the state of California without giving effect to the principles of conflict of laws thereof and to the extent permitted by applicable law, all parties consent to the jurisdiction of courts situated in California in any action arising under this Agreement.

5.0 ENTIRE UNDERSTANDING
This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof. Any representation, promise, warranty, covenant, or undertaking not expressly set forth in this license shall not be deemed part of the agreement or otherwise legally effective.

6.0 SEVERABILITY
If a term or condition of this license is invalid or unenforceable, the remaining terms and conditions will remain in full force and effect.

7.0 CONTACT INFORMATION
The manufacturer for purposes of United States law is Civic Technologies, Inc., a California corporation, which may be contacted at 626.398.9800 or support@civictechnologies.com. You may also visit www.businessdecision.com for more information.