LICENSE AGREEMENT

 

ACCESS TO AND ALL USE OF THE FOREST2MARKET.COM DATABASE AND THE OTHER SERVICES AVAILABLE ON THE SITE AND ALL DATA PROVIDED THEREBY IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. BY CLICKING THE "ACCEPT" BUTTON AND ACCESSING THESE SERVICES, YOU AND ALL PERSONS IN YOUR ORGANIZATION (“USER”) AGREE TO ABIDE BY THE FOLLOWING TERMS AND CONDITIONS.

 

This Agreement is made and entered into by and between Forest2Market, Inc. ("F2M") whose principal office is located at 10030 Park Cedar Drive, Suite 201, Charlotte, North Carolina 28210, and User.

 

1. License. F2M grants User the non-exclusive, non-transferable right to access and use the database and other services, including the data provided thereby (collectively, the “Services and Information”), provided through the www.Forest2market.com Web site (the "F2M Site") pursuant to the terms and conditions below.

Certain Services and Information are made available to all Users of the F2M Site without charge. The other Services and Information made available to User will depend on the “ Subscription Package” User elects, as provided in Section 3 below. THE TERMS AND CONDITIONS OF THIS AGREEMENT (OTHER THAN SECTION 3, WHICH APPLIES TO USERS WHO HAVE SUBSCRIBED FOR A SUBSCRIPTION PACKAGE) APPLY TO ALL USERS OF THE F2M SITE, REGARDLESS OF WHETHER YOU ARE USING FREE SERVICES AND INFORMATION, PUBLICATION PURCHASE SERVICES AND INFORMATION, OR SERVICES AND INFORMATION MADE AVAILABLE UNDER A SUBSCRIPTION PACKAGE.

The Services and Information may not be published, redistributed or disseminated either in part or in whole outside of User's organization without the prior written approval of F2M. User is permitted to store, reformat, print and display the Services and Information only for its personal use and may not otherwise copy, modify, adapt, publish, retransmit, redistribute, lend, sell, sublicense, or otherwise use or transfer the Services and Information. User shall take all precautions necessary to avoid unauthorized access to or distribution of the Services and Information and to protect the proprietary rights of F2M and its third party licensors in the Services and Information. User may not modify, reverse engineer, disassemble, or create any derivative work based on the Services or Information or any portion thereof.

 

2. Proprietary Rights and Changes. All proprietary rights (including but not limited to copyrights, trademarks and trade secrets) in the Services and Information are and shall remain the sole and exclusive property of F2M, its affiliates and their third-party licensors. User expressly agrees and acknowledges that the Services and Information were and are compiled, prepared, revised, selected and arranged by F2M, its affiliates and their third party licensors through the application of methods and standards of judgment developed and applied through expenditure of substantial time, effort and money, and that the Services and Information constitute the valuable intellectual property of F2M, its affiliates and their third-party licensors. User agrees to protect the trademarks, copyrights, trade secrets and other proprietary rights of F2M, its affiliates, and their third-party licensors in the Services and Information during and after the term of this Agreement and User shall honor and comply with reasonable requests made by F2M to protect F2M's, its affiliates' and their third-party licensors' contractual, statutory and common law rights to the Services and Information.

 

User agrees and acknowledges that unauthorized copying, use, access to or distribution of the Services and Information will cause F2M, its affiliates and their third-party licensors irreparable injury that cannot be adequately compensated by means of monetary damages. User therefore agrees that any breach hereof by User may be enforced by F2M, its affiliates and their third-party licensors by means of equitable relief (such as, but not necessarily limited to, injunctive relief) in addition to any other rights and remedies that may be available.

 

F2M reserves the right to make changes to the methodology and format of the Services.

 

3. Subscription Package; Payment; Data Contribution Obligations. Either in written sign-up forms or in an on-line registration process User has indicated that User wishes to license the Services and Information through one of the four available Subscription Packages:

-   Landowner Package

-   Small Business Package

-   Regional Business Package

-   Southwide Business Package

User will receive the portion of the Services and Information made available through the Subscription Package for which User has subscribed, as indicated in the written or on-line registration materials describing such Subscription Package. User agrees to pay the subscription fees applicable to the Subscription Package for which User has subscribed, as indicated in such written or on-line registration materials.

F2M reserves the right to modify the Services and Information available through each Subscription Package from time to time.

If User has subscribed for the Small Business Package, the Regional Business Package or the Southwide Business Package, User acknowledges and agrees that User’s continued use of the Services and Information is conditioned on User’s continued agreement in writing to contribute transaction pricing data to F2M (User’s “Data Contribution Agreement”), as well as User’s continued compliance with the terms of such agreement.

 

4. Term and Termination. Unless sooner terminated as provided below, this Agreement shall be in effect for a period of one year, unless otherwise agreed in writing between User and F2M. If User has subscribed for the Landowner Package or the Small Business Package, this agreement will renew automatically for additional one-year terms, unless F2M or User gives notice at least 15 days prior to the renewal date that it declines to renew.

 

Notwithstanding the foregoing, this Agreement may be terminated by F2M immediately in the event of any breach by User of this Agreement or User’s Data Contribution Agreement. User understands that in the event of any termination of this Agreement, User's access to the Services and Information may be immediately discontinued. To the extent that such access is not discontinued, all use of any portion of the Services and Information shall continue to be subject to the terms and conditions of this Agreement.

Termination of this Agreement will not terminate User’s Data Contribution Agreement.

 

5. NO WARRANTY.   There can be no assurances that the Services and Information will not experience operational difficulties or failures or will be accurate. The Services and Information are provided by F2M based on information provided to F2M by third parties. Informational, operational or delivery problems related to the Services could result in the Services and Information being inaccurate. The Services and Information are provided on an "as is" basis.

F2M DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

F2M does not and cannot guarantee the accuracy, timeliness or completeness of information relied on by F2M in providing the Services and Information or the results obtained by User from their use. F2M is not acting as an investment or financial advisor to the User in connection with providing the Services and Information, and the User may not rely on the Services and Information as investment, financial or other advice. Nothing in this Agreement creates, is intended to create or should be construed as creating a fiduciary relationship between F2M and the User. All decisions in connection with the implementation of any course of action based on any of the Services and Information furnished by F2M shall be the sole responsibility of, and made by, User. User will indemnify F2M and its personnel from all claims, liabilities, costs and expenses arising out or relating to use of the Services and Information or breach of this Agreement by User, except to the extent determined to have resulted from the intentional or deliberate misconduct of F2M personnel. It is understood and agreed that F2M has not consented to and will not consent to being named an "expert" under applicable securities laws, including without limitation Section 7 of the Securities Act of 1933. User may not use any Services and Information provided by F2M under this Agreement in any registration statement or other public filing under any applicable law.

 

6. Limitation on Damages. User agrees that F2M, its officers, directors, shareholders and employees shall not be liable to User for any actions, damages, claims, liabilities, costs, expenses, or losses in any way arising out of or relating to the Services and Information or this Agreement for an aggregate amount in excess of the subscription fees, if any, paid by User for access to the Services and Information. In no event shall F2M, its officers, directors, shareholders or employees be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses, legal fees, or losses (including, without limitation, lost profits and opportunity costs), whether or not foreseeable and even if advised of the possibility of such damages. In furtherance and not in limitation of the foregoing, F2M will not be liable in respect of any decisions made by User based in any way on the Services and Information. The provisions of this Section 6 shall apply regardless of the form of action, damage, claim, liability, cost, expense, or loss, whether in contract, statute, tort (including, without limitation, negligence), or otherwise.

F2M accepts no responsibility or liability for access to, or the material on, any site which is linked from or to the F2M Site. F2M does not monitor the material which is posted by users on any interactive forum elements of the F2M Site, and F2M accepts no responsibility or liability for that material. User is solely responsible for any material posted by User, and User agrees not to post any defamatory, indecent, blasphemous, abusive, threatening, unlawful or infringing material on the F2M Site.

F2M does not waive any protections or defenses it may have under law, including but not limited to, the First Amendment of the Constitution of the United States of America. No action, regardless of form, arising under or relating to this Agreement, may be brought by either party more than one (1) year after the cause of action has accrued.

 

7. Survival. The provisions of Paragraphs 2, 3, 4, 5, 6, 7, 8 and 9 hereof shall survive the expiration or other termination of this Agreement.

 

8. Amendments. F2M may modify the terms and conditions of this Agreement from time to time by posting a notice on the F2M Site’s Home Page. By continuing to use the site after reviewing the modified terms and conditions, User will be deemed to have accepted and agreed to the modified terms and conditions. Nevertheless, F2M may not amend this Agreement increase the fee for User’s Subscription Package (except at the time of renewal) unless User agrees in writing.

 

9. General. Neither User nor F2M shall be liable for any delays resulting from circumstances or causes beyond its reasonable control, including, without limitation, fire or other casualty, act of God, communications failures, strike or labor dispute, war or other violence, or any law, order or requirement of any governmental agency or authority. Except as provided below, neither party may assign, transfer or delegate any of the rights or obligations hereunder without the prior written consent of the other party. In the event that any term or provision of this Agreement shall be held to be invalid, void or unenforceable, then the remainder of this Agreement shall not be affected, impaired or invalidated, and each such term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. These terms constitute the entire agreement between F2M and User with respect to the subject matter hereof and supersede all other oral and written representation, understandings or agreements relating to the subject matter hereof. Except as provided in Section 8, this Agreement may not be changed, amended or modified except in a writing signed by authorized representatives of both parties. This Agreement shall be interpreted, and governed by the laws of the State of North Carolina, United States of America. Any legal action or proceeding with respect to this Agreement must be brought in the courts of the State of North Carolina, U.S.A., and for the purpose of any such legal action or proceeding, User hereby submits to the exclusive jurisdiction of such courts. User agrees not to raise and hereby waives any objection to the venue of such courts or any argument based upon an inconvenient forum.