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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 & 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 ECONOVUE™ 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 WILLFUL 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 & BRADSTREET DATA PROVIDED BY ECONOVUE™ END USER AGREEMENT

	Dun & Bradstreet, Inc. ("D&B") and the CA EDD & Partner WIBs ("Customer") agree that D&B shall make available to Customer business information services ("Services"), which may include information ("Information"); computer programs or applications (including those accessed remotely), documentation and media (collectively, "Software"); professional services and other services, subject to this License Agreement ("Agreement"). The Services subject to this Agreement are identified in the attached Purchase or Task Order ("the Order") issued by Customer to D&B which may include particular Service-specific terms and conditions.

	1.	Licenses
	1.1	D&B grants to Customer a non-exclusive, non-transferable license ("License") to use and display the Information and Software (in object code format only) constituting each D&B product specified in the Order, subject to the limitations contained in this Agreement and such Order. D&B retains all ownership rights (including copyrights and other intellectual property rights) in the Services, in any form, and Customer obtains only such rights as are explicitly granted in this Agreement and such Order. Each License is for a term of twelve (12) months, beginning on the effective date of the Order, unless another term is specified in the Order.

	2.	Restrictions on Use
	2.1	Information and Software are licensed for Customer's internal use only and subject to any restrictions set forth in the Order. Customer will not provide Information, Software or other Services to others, whether directly in any media or indirectly through incorporation in a database, marketing list, report or otherwise, or use or permit the use of Information to generate any statistical or other information that is or will be provided to third parties (including as the basis for providing recommendations to others); use or permit the use of Information to prepare any comparison to other information databases that is or will be provided to third parties; or voluntarily produce Information in legal proceedings. In addition, Information and/or Software licensed to Customer may not be shared, distributed or otherwise made available to other agencies, departments, units or other entities within the Federal Government without D&B's prior written consent.

	2.2	Notwithstanding the foregoing, Customer may allow third parties to access the Services in the Territories on behalf of Customer ("Contractors"), provided that such Contractors use the Information in accordance with this Agreement. However, Customer must have written approval of D&B prior to providing access to a Contractor for use outside of a Customer controlled environment. Customer is liable to D&B for any use or disclosure by any Contractor of Services, which if done by Customer itself would be a breach of this Agreement

	2.3	Customer will not attempt to access, use, modify copy, reverse engineer, or otherwise derive the source code of Software. Customer will not use 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. 

	2.4	Upon expiration or termination of the Order with respect to particular Information or Software, or upon receipt of Software or Information that is intended to supersede previously obtained Software or Information, unless D&B instructs Customer otherwise, Customer will immediately delete or destroy all originals and copies of the Information and/or Software, as applicable. The term "Customer Information" as used in this Agreement means any i) email addresses of which the Information subject has engaged in recurring voluntary dialogue with Customer, or ii) other Information regarding which Customer has independently verified using its own personnel, time or resources. At the time of License expiration or termination, the verification process must be disclosed to D&B and certified by an officer of Customer. No additional license or royalty will be required with regard to Customer's use of Customer Information."


	3.	D-U-N-S® Numbers
	3.1	D-U-N-S Numbers are proprietary to and controlled by D&B. D&B grants Customer a non-exclusive, perpetual, limited license to use D-U-N-S Numbers solely for identification purposes and only for Customer's internal business use. Where practicable, Customer will refer to the number as a "D-U-N-S® Number" and state that D-U-N-S is a registered trademark of D&B.

	4.	Disclaimers
	4.1	Though D&B uses extensive procedures to keep its database current and to promote data accuracy, Customer acknowledges that the Information will contain a degree of error.

	4.2	D&B represents that, to the best of its knowledge, the Information has been collected and compiled in accordance with applicable local, state, federal and international laws, rules or regulations, but D&B does not guarantee that the Customer's use of the Information meets the requirements of any applicable federal, or state law, rule or regulation including but not limited to wireless suppression lists, the CAN-SPAM Act, and "Do Not Call" lists.

	4.3	ALL SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, D&B DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. D&B DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE AND DISCLAIMS ANY WARRANTY OR REPRESENTATION REGARDING AVAILABILITY OF A SERVICE, SERVICE LEVELS OR PERFORMANCE. D&B WILL NOT BE LIABLE FOR ANY LOSS OR INJURY ARISING OUT OF, IN WHOLE OR IN PART, D&B'S CONDUCT IN PROCURING, COMPILING, COLLECTING, INTERPRETING, SERVICES.

	4.4	Third parties that provide information, software or services to D&B for use in providing the Services are intended third party beneficiaries of Section(s) 4 and 6.

	4.5	D&B presents data in various formats and reports. D&B continuously evaluates the optimal configuration of formatted reports, batch data, and delivery layouts. D&B may discontinue reports, configurations or layouts , replace them with functional equivalents, or modify them, to the extent D&B determines, in its reasonable discretion, that the discontinuation, replacement or modification is not material to our customers' derivation of benefit from the products or services licensed.

	5.	Copyrights and Other Proprietary Rights
	5.1	Information and Software are proprietary to D&B and may include copyrighted works, trade secrets, or other materials created by D&B at great effort and expense. Customer will not contest the validity of D&B's rights in or ownership of the Information or Software in any way. Customer will reproduce D&B's copyright and proprietary rights legend on all copies of Information and Software.

	5.2	Customer shall implement and maintain security measures with respect to the D&B Information and Software in Customer's possession that effectively restrict access to Information and Software only to authorized users with a need to know, and protect Information and Software from unauthorized use, alteration, access, publication and distribution. In no event shall such security measures be less restrictive than those Customer employs to safeguard its most confidential information. Customer shall supply D&B with a description of such security measures at D&B's request. In the event of an actual or suspected breach of such security measures, Customer shall provide D&B prompt, but in no event later than (2) days after becoming aware, written notice of any security incident that involves, or which the Customer reasonably believes involves, the unauthorized access, use or disclosure of Information.

	6.	Limitation of Liability
	6.1	NEITHER PARTY WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOST DATA, LOST REVENUES, AND LOSS OF BUSINESS OPPORTUNITY, WHETHER OR NOT THE OTHER PARTY WAS AWARE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF THESE DAMAGES.

	6.2	Notwithstanding anything to the contrary, the exclusions and limitations set forth in Section 6.1 above shall not apply with respect to breach of Section(s) 2 or 5.

	7.	Miscellaneous
	7.1	This Agreement, the Order, addenda, statements of work and schedules, constitute the entire agreement between D&B and Customer regarding the Services. The parties agree that the terms of this Agreement shall be incorporated by reference into the Order. Except with respect to Section 4 hereof (which shall take precedence over any inconsistent terms regarding warranties), if there is a conflict between the terms of the Order and/or this Agreement, the Order shall take precedence over this agreement.  Any amendments of or waivers relating to this Agreement or the Order must be in writing signed by both parties.	The provisions set forth in paragraphs 2, 3, 4, 5, 6, 7 will survive the termination of this Agreement.
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