EconoVue

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I. TERMS AND CONDITIONS FOR USE OF ECONOVUE™ SERVICES:

Definitions

(a) "EconoVue™ Database" means The Urban Explorer's proprietary web based Geographical Information System database.

(b) "Authorized User" means an employee, faculty member of, staff member of, or student officially enrolled with, the Subscriber whom Subscriber authorizes to use the EconoVue™ Database for such user's own internal business or organizational purposes. Subscriber shall prohibit users from disclosing, duplicating or otherwise making EconoVue™ data accessible to any third parties such as, but not limited to, agents, contractors, consultants or other third parties except upon prior written consent of The Urban Explorer.

(c) "Subscriber" means the individual, person or organization that ordered the EconoVue™ Database from The Urban Explorer and has agreed to pay the applicable Subscription Fee.

II. OBLIGATIONS OF SUBSCRIBER:

The Subscriber agrees:

A. To Maintain Integrity of EconoVue™ Database. The Subscriber shall limit access to EconoVue™ Database to Authorized Users only and shall use best commercial efforts to ensure that the Authorized Users do not copy the EconoVue™ Database. Information arising or derived from an Authorized User's use of the EconoVue™ Database and Dun and Bradstreet data (Exhibit A) shall not be re-sold or utilized for any commercial purpose or posted on a web-site.

B. To comply with all laws. Subscriber shall comply with all applicable United States federal,state and local laws and regulations with respect to all third party databases, including prevention of access from any country to which export or transmission is restricted by applicable US law or regulation.

C. To Indemnify and Save Harmless The Urban Explorer and its Licensors. Subscriber shall undertake and shall cause its Authorized Users, officers, employees, agents and representatives (the "Subscriber Parties") at all times to undertake to indemnify, defend and hold harmless The Urban Explorer, its officers, employees, agents, representatives and licensors, from and against any and all loss(es) or liability(ies) arising out of or resulting in any way from use of the services provided by The Urban Explorer under this Agreement due to the willful or negligent acts (active or passive) or omissions by Subscriber Parties.

D. Not to Assign. This Agreement is non assignable, and without The Urban Explorer's prior written consent, Subscriber shall not sell, transfer or assign its rights to use or access EconoVue™ Database or the rights and obligations of Subscriber or any Authorized Users under this Agreement.

III. DISCLAIMER OF LIABILITY AND WARRANTIES THE WARRANTIES SET FORTH HEREIN ARE LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY THE URBAN EXPLORER AND THE URBAN EXPLORER EXPRESSLY DISCLAIMS, AND SUBSCRIBER HEREBY EXPRESSLY WAIVES, ALL OTHER EXPRESS WARRANTIES AND ALL OTHER IMPLIED DUTIES, OBLIGATIONS AND/OR WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  THE URBAN EXPLORER DOES NOT WARRANT AND SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS THAT THE OPERATION OR USE OF THE ECONOVUETM DATABASE WILL BE ERROR-FREE. THIS URBAN EXPLORER LIMITED WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF THE ECONOVUE™ DATABASE OR ANY OTHER WEB BASED SERVICE OR PRODUCT PROVIDED BY THE URBAN EXPLORER UNDER THIS AGREEMENT.

IV. LIMITATION OF LIABILITY NEITHER THE URBAN EXPLORER INC. NOR SUBSCRIBER SHALL HAVE ANY LIABILITY TO ONE ANOTHER WITH RESPECT TO THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,EXCEPT TO THE EXTENT SUCH DAMAGES RESULT FROM (a) LOSS OR DAMAGE TO PROPERTY OR PERSON CAUSED BY A PARTY'S GROSS NEGLIGENCE OR WILLFULL CONDUCT OR (b) A PARTY'S INFRINGEMENT OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.

IN THE EVENT OF SUCH CLAIMS AGAINST THE URBAN EXPLORER THE LIABILITY OF THE URBAN EXPLORER SHALL BE LIMITED TO THE AMOUNT SUBSCRIBER HAS PAID THE URBAN EXPLORER.

V. OTHER PROVISIONS
The following provisions apply to this Agreement:

A. Applicable Laws. The license agreement will be governed by the laws of the State of California and the applicable United States Laws unless otherwise specifically indicated in this agreement.

B. Venue. In the event that suit is brought by either party to this Agreement, the parties agree that venue must be exclusively vested in the state courts of the County of County of San Francisco, or where otherwise appropriate, exclusively in the United States District Court, San Francisco, California. Subscriber further agrees that in the event a lawsuit involving this Agreement is filed by The Urban Explorer , Subscriber shall unconditionally accept the jurisdiction of a federal or state court in County of San Francisco, California.

C. Severability. If a term or condition of this Agreement is found to be invalid or unenforceable, the remaining terms and conditions shall remain in full force and effect.

D. Survival. All obligations of the parties, which expressly or by their nature survive, termination or expiration, shall continue in full force and effect subsequent to and notwithstanding such surrender, termination or expiration, until they are satisfied or by their nature expire, including without limitation, restoration, remediation and indemnification obligations. The specific sections which survive termination are Sections II, III, IV and V.

E. Time Limitation of Claim. Any claim against either party is barred more than one year after the cause of action arises.

F. Notices. All notices and other communications required or permitted to be given under this Agreement must be in writing and must be personally served, or mailed, postage prepaid via U.S. mail, or sent via courier service, addressed to the respective parties as follows:

To : The Urban Explorer , Inc
916 Kearny, Ste 506
San Francisco CA, 94133
Email: parker@theurbanexplorer.com

All notices by email shall be ineffective unless followed up by personal service, by mail or courier as set forth herein.

EXHIBIT A

DUN & BRADSTEET DATA PROVIDED BY ECONOVUE™ END USER AGREEMENT

1. You acknowledge that all information (the "Information") furnished to you by Dun & Bradstreet, Inc. is licensed for the exclusive use of End-Users. Regardless of the form or format in which the Information is furnished, none of the Information may be made available in whole or in part to any third party. You agree that the Information will not be reproduced, revealed or made available to anyone else, it being understood that the Information is licensed for your internal use only, except that you may make one copy solely for backup purposes. You agree that you will use the Information solely as one factor in your credit, insurance, marketing or other business decisions and you are expressly prohibited from using the Information as a factor in establishing an individual's eligibility for (i) credit or insurance to be used primarily for personal, family or household purposes, or (ii) employment. You agree not to use the Information to engage in unfair or deceptive practices.

2. Information furnished hereunder may be used throughout the continuous 12-month period commencing thirty (30) days from the effective date of this agreement. Upon expiration or termination the license period, you shall immediately destroy all originals and copies of any D&B Information, unless you are otherwise instructed by D&B or COMPANY; and upon request, provide D&B or COMPANY with certification thereof. You represent and warrant that
your use of any Information shall in all cases comply with all applicable federal, state and local laws and regulations

3. You agree to indemnify, defend and hold harmless D&B from any claim or cause of action against D&B arising out of or relating to use of the Information by (i) individuals or entities which have not been authorized by this Agreement to have access to and/or use the Information and (ii) you, which use may be in violation of your license.

4. YOU ACKNOWLEDGE THAT D&B AND ITS THIRD PARTY INFORMATION PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE ACCURACY, COMPLETENESS, TIMELINESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE INFORMATION OR OF THE MEDIA ON WHICH THE INFORMATION IS PROVIDED. YOU ALSO ACKNOWLEDGE THAT EVERY BUSINESS DECISION INVOLVES THE ASSUMPTION OF A RISK AND THAT D&B, IN FURNISHING THE INFORMATION TO YOU, DOES NOT AND WILL NOT UNDERWRITE THAT RISK, IN ANY MANNER WHATSOEVER. YOU THEREFORE AGREE THAT D&B AND ITS THIRD PARTY INFORMATION PROVIDERS WILL NOT BE LIABLE TO YOU FOR ANY LOSS, DAMAGE OR INJURY ARISING OUT OF OR CAUSED IN WHOLE OR IN PART BY D&B'S NEGLIGENT ACTS OR OMISSIONS IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING, COMMUNICATING OR DELIVERING THE INFORMATION.

5. YOU AGREE THAT D&B AND ITS THIRD PARTY INFORMATION PROVIDERS WILL NEVER BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ALSO AGREE THAT D&B'S AND ITS THIRD PARTY INFORMATION PROVIDERS' AGGREGATE LIABILITY, IF ANY, FOR ANY AND ALL LOSSES, DAMAGES OR INJURIES WHICH YOU SUFFER OR INCUR ARISING OUT OF ANY ACTS OR OMISSIONS OF D&B IN CONNECTION WITH ANYTHING TO BE DONE OR FURNISHED HEREUNDER, REGARDLESS OF THE CAUSE OF THE LOSS, DAMAGE OR INJURY (INCLUDING NEGLIGENCE) AND REGARDLESS OF THE NATURE OF THE LEGAL OR EQUITABLE RIGHT CLAIMED TO HAVE BEEN VIOLATED, SHALL NEVER EXCEED $10,000.00 AND YOU COVENANT AND PROMISE THAT YOU WILL NOT SUE D&B FOR A GREATER AMOUNT. YOU ALSO AGREE TO GIVE D&B IMMEDIATE WRITTEN NOTICE OF ALL ACTIONS, CLAIMS, LOSSES OR DAMAGES ARISING OUT OF THE USE OF THE INFORMATION.

6. You acknowledge and agree that the copyright to the Information is and shall remain with D&B. You acknowledge that the Information, regardless of form or format, is proprietary to D&B and comprises: (a) works of original authorship, including compiled information containing D&B's selection, arrangement and coordination and expression of such information or pre-existing material it has created, gathered or assembled; (b) confidential and trade secret information; and (c) information that has been created, developed and maintained by D&B at great expense of time and money, such that misappropriation or unauthorized use by others for commercial gain would unfairly and irreparably harm D&B. You agree that you will not commit or permit any act or omission by your agents, employees or any third party that would impair D&B's copyright or other proprietary and intellectual property rights in the Information. You agree to notify D&B immediately upon obtaining any information regarding a threatened or actual infringement of D&B's rights. You also agree that you will not use any D&B trade name, trademark, service mark, logo or copyrighted materials in listings or advertising in any manner without the prior written approval of D&B. You shall reproduce D&B's copyright notice and proprietary rights legend on all authorized copies of such Information.

7. These Terms of Agreement are in addition to those found in any COMPANY service agreement and D&B is a third party beneficiary hereof. You agree that D&B may, in its own name or in COMPANY's name, enforce this Agreement against you; provided, however, that you agree that you will look only to COMPANY and not to D&B for performance by COMPANY of its obligations hereunder. If there is a conflict between these Terms of Agreement and those found in any such service agreement, then these Terms of Agreement will apply.
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