Directory of Retail Shopping Districts

This DATABASE USER AGREEMENT ("Agreement") is made at Ann Arbor, Michigan between Geographic Investigations, LLC, a Michigan Limited Liability Company ("Company" or "Licensor") and any individual, corporation, entity, or other legal person ("you", "your" or "Licensee") who agrees to this Agreement. You must agree to this Agreement before you may access or use any database of Company.

BY CLICKING THE ACCEPTANCE BUTTON OR ACCESSING OR USING THE DATABASE, OR ANY SOFTWARE OR DOCUMENTATION PROVIDED TO YOU BY COMPANY, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE ANY PART OF COMPANY'S DATABASE, OR ANY SOFTWARE OR DOCUMENTATION OF COMPANY.

YOU ACKNOWLEDGE THAT YOU HAVE READ, FULLY UNDERSTOOD, AND FREELY AGREE TO ALL OF THE TERMS AND CONDITIONS STATED IN THIS AGREEMENT,

RECITALS:

Licensor owns a proprietary database comprised of information about commercial shopping districts, called the DIRECTORY OF RETAIL SHOPPING DISTRICTS™, along with a summary table, and other supporting materials (the DIRECTORY OF RETAIL SHOPPING DISTRICTS™, along with the supporting materials, are called the "Database" in this agreement).

Licensee desires to secure from Licensor the non-exclusive rights to use the Database, along with any updates, improvements, and supplements thereto ("Updates") as described in the "Grant of Rights" (Section 1 below), and subject to the "Reserved Rights/Limitations on Grant of Rights" (Section 4 below), and further subject to the other terms of this Agreement.

NOW, THEREFORE, in exchange for the mutual promises contained herein, and other legal and valuable consideration, receipt and sufficiency of which are accepted, the parties agree as follows:

Section 1
GRANT OF RIGHTS

Licensor hereby grants you the limited, non-exclusive, non-transferable, worldwide right to use Licensor's Database and any Updates internally, for the Term, strictly for the purpose of understanding, analyzing, evaluating, and using facts about commercial shopping districts. You may utilize the Database, along with any Updates, to generate reports, summaries, presentations, analyses, or models (your "Output") and provide such Output to third parties, in the ordinary course of your business or delivery of your services; provided that no more than Twenty Percent (20%) of any single piece of Output shall be made up of the Database and the Updates. You shall cite Licensor as the source of any portion of the Database or Updates included in any Output, and you shall include Licensor's Copyright notice "© Geographic Investigations 2010" and trademark notice "DIRECTORY OF RETAIL SHOPPING DISTRICTS™."

If you have purchased a "Single User" license per Section 5 below, you may view and otherwise use the Database, and any Updates, on a single hardware platform (not a server) and may also print a hard copy of portions of the Database and any Updates, strictly for your use as permitted under Subsection A, above.

If you have purchased an "Enterprise License", per Section 5 below, you may view and otherwise use the Database, and any Updates, on the number of hardware platforms that you have paid for (see pricing in Section 5) if those hardware platforms are owned and used as part of your corporation or other entity that has purchased the license. Note that a server is not a "hardware platform". You may also print a hard copy of portions of the Database, and any Updates, strictly for your use as permitted under Subsection A, above.

The foregoing notwithstanding, you may make one electronic copy of the Database and any Updates strictly for archival and back-up purposes, provided that any such copy shall be subject to this Agreement and bear Licensor's trademark notices, copyright notices, and other proprietary notices contained in versions of the Database or Updates provided by Licensor under this Agreement.

Section 2
DUTIES OF LICENSOR

Licensor shall:

Provide Licensee with one copy of the current version of the Database by making the Database available for download according to instructions contained in a confirmation message sent to Licensee's designated email address.

Furnish to Licensee any Updates that Licensor may elect to create during the Term ("Term" is defined in Section 8, below); provided, that Licensor shall have no obligation to create any such Updates.

Section 3
DUTIES AND WARRANTY OF LICENSEE

Licensee shall:

Use the Database and any Updates solely for the purposes expressly allowed under Section 1 ("Grant of Rights"), and refrain from using the Database and any Updates in any way not permitted under Section 4, below, ("Reserved Rights/Limitations on Grant of Rights").

ii.

Be solely responsible for all its internal maintenance and technical support relative to downloading or using the Database and any Updates.

iii.

Make the payments required by Section 5, and otherwise fully comply with all of its duties and obligations under this Agreement.

Licensee represents and warrants that Licensee is not, and will not become, employed by or affiliated with a "Competitor of Licensor". As used in this Agreement, "Competitor of Licensor" means any corporation, entity, or other legal person who is in the business of compiling, creating, selling, licensing, marketing, or distributing a database that competes, directly or indirectly, with Licensor's Database or any Updates. Without narrowing the definition of "Competitor of Licensor", said term includes persons whose business includes selling, licensing, marketing, or distributing databases that include data about retailing, shopping centers, demographics, mapping, or real estate.

Section 4
RESERVED RIGHTS/LIMITATIONS ON GRANT OF RIGHTS

All rights not expressly granted to you in Section 1, above, are expressly reserved to Licensor. Without limiting the scope of this reservation of rights, neither you nor any person who gains access to the Database or any Updates through you, shall:

Copy the Database, any Updates, or any part thereof, except as is strictly necessary to use on authorized hardware platforms.

Re-sell, re-license, sub-license, distribute, or otherwise transfer the Database, any Updates, or any part thereof, to any third party, except for copying small portions, as expressly permitted under Section 1 above.

Access, view, or otherwise use the Database, any Updates, or any part thereof, as part of a shared or service bureau environment.

Copy or otherwise use any portion of the Database or any Updates, in a way that would make you a Competitor of Licensor.

Re-sell, re-license, sub-license, display, or otherwise distribute any portion of the Database or any Updates to a Competitor of Licensor.

Section 5
PAYMENT

In exchange for the rights granted herein, Licensee shall pay Licensor a NON-REFUNDABLE license fee (in U.S. Dollars) in the amount of:

$995.00, plus applicable taxes, for a Single User license;

$1,895.00, plus applicable taxes, for an Enterprise License allowing use on 2 hardware platforms;

$2,695.00, plus applicable taxes, for an Enterprise License allowing use on 3 hardware platforms;

$3,395.00, plus applicable taxes, for an Enterprise License allowing use on 4 hardware platforms;

$3,995.00, plus applicable taxes, for an Enterprise License allowing use on 5 hardware platforms.

For more than 5 hardware platforms, the NON-REFUNDABLE license fee shall be as negotiated and agreed between you and Licensor.

Section 6
INTELLECTUAL PROPERTY RIGHTS/INDEMNIFICATION

Licensor is the sole owner of the Database and any Updates, including any and all copyrights, trademarks, and trade secrets associated with or contained in the Database. You agree not to violate any of Licensor's rights in the Database or any Updates. You acknowledge and agree that the data, along with any other content contained in the Database, is proprietary to Licensor, and that Licensor's collection, organization, and display of the data and content is unique, creative, and has substantial commercial value to you. You shall not reverse engineer, decompile, or otherwise access any source code or other confidential information contained in the Database or any Updates. You agree to release, hold harmless and indemnify Licensor against any claim, cost, or expense, including attorneys' fees, incurred by Licensor as a result of any breach of this section, of the representations and warranties in Section 3, or any other section of this Agreement.

You agree that you shall not change or delete any copyright, trademark, or other legal notice of Licensor's, including but not necessarily limited to any copyright or trademark notice.

Section 7
LIMITATIONS; DISCLAIMER.

You acknowledge that data gathering, entry and storage are subject to numerous potential problems and hazards, including but not limited to, human and machine errors, omissions, delays and losses. THE DATABASE AND ANY UPDATES ARE PROVIDED "AS IS." LICENSOR MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING THE DATABASE OR THE UPDATES (INCLUDING BUT NOT LIMITED TO ANY REPRESENTATION ABOUT ACCURACY OR COMPLETENESS), AND LICENSOR SPECIFICALLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MOREOVER, LICENSOR SHALL NOT BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, NOR FOR ANY LOST PROFITS, EVEN IF LICENSOR HAD NOTICE OF THE POSSIBILITY OF SUCH CONSEQUENTIAL DAMAGES OR LOST PROFITS. IN ANY CASE, LICENSOR'S MAXIMUM LIABILITY FOR ANY BREACH OF THIS AGREEMENT, OR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE DATABASE, OR ANY UPDATES, SHALL BE STRICTLY LIMITED TO THE AMOUNT YOU HAVE PAID LICENSOR UNDER SECTION 5, ABOVE.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL OR OTHER DAMAGES, NOR THE LIMITATION OF IMPLIED WARRANTIES; SO SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Section 8
TERM AND TERMINATION

You may use the Database and any Updates for one (1) year ("Term") after agreeing to this License. You shall also be entitled to receive, at no additional charge, any Updates, that Licensor, in Licensor's sole discretion, elects to release during the Term.

You may terminate this License at any time by notifying Licensor, by ceasing and desisting from any use of the Database and any Updates, and certifying in writing that you have destroyed all copies of the Database and any Updates.

If you breach any part of this License, including but not necessarily limited to Sections 3 or 6, Licensor may terminate your rights under this Agreement, immediately, upon notice. Upon termination, you and all persons who may have obtained the Database or Updates from you, shall immediately cease and desist from any use of Licensor's Database and Updates, or from any other exercise of any rights that you obtained under this Agreement. Moreover, you shall destroy all copies of Licensor's Database and Updates in your possession, and certify in writing that you have done so. Termination shall not be considered a waiver or election of remedies, and Licensor shall have the right to pursue any and all legal and equitable claims against you if you have breached this Agreement. Licensor's rights under Sections 4, 5, 6, 7, and 11 shall survive termination.

Section 9
FORCE MAJEURE

Neither party shall be liable or be deemed to be in default for any delay or failure in performance or interruption resulting directly or indirectly from any cause or circumstance beyond its reasonable control, equipment or telecommunications failure, labor dispute, or failure of any third party to perform any agreement that adversely affects such party's ability to perform its obligations hereunder.

Section 10
NOTICES

All notices in this Agreement shall be in writing and shall be deemed to have been given when delivered personally, or via e-mail.

Section 11
GOVERNING LAW

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Michigan as it applies to a contract made and performed in such state, and the parties consent to exclusive jurisdiction and venue in courts having jurisdiction over Washtenaw County, Michigan.

Section 12
MODIFICATION AND WAIVERS

This Agreement may not be modified except by a writing signed by authorized representatives of both parties. A waiver by either party of its rights hereunder shall not be binding unless contained in a writing signed by an authorized representative of the party waiving its rights. The non-enforcement or waiver of any provision of this Agreement on one occasion shall not constitute a waiver of such provision on any other occasion unless expressly so agreed in writing. If a court of competent jurisdictions finds that any section of this Agreement is unenforceable as written, that court shall modify that Section to afford the Licensor the maximum protection available under applicable law.

Section 13
ASSIGNMENT/BINDING ON PRINCIPALS

This Agreement shall be binding on Licensee's agents, officers, successors, heirs, principals, parent companies, and assigns (if any). This Agreement shall terminate immediately if Licensee attempts to assign its rights or obligations to any other person, whether by express assignment, or by operation of law, or otherwise, without Licensor's express written consent. Moreover, this Agreement shall terminate immediately if any other person acquires a financial or equitable interest of at least Twenty Five Percent (25%) of Licensee's business or of any principal or parent company of Licensee.

Section 14
HEADINGS

The headings in this Agreement are merely guides to the reader. If a heading conflicts with text, the text shall prevail.

Section 15
ENTIRE AGREEMENT

This Agreement, along with the "Order The Directory" page of Licensor's website http://www.retailshoppingdistricts.com constitutes the entire current understanding between the parties with respect to the subject matter of this Agreement and supersedes any prior discussions, negotiations, agreements and understandings. If anything in this Agreement conflicts with anything on said website page, this Agreement shall prevail.