Terms of Use and Licensing

ADBASE License Agreement

WHEREAS ADBASE Inc. ("ADBASE") provides software programs and data as a service via the www.adbase.com web site (the "Online Service" or the "Web site") that allows you to access certain electronic information (the "Databases") on a subscription basis for a specific period of time (the "Term") for promoting a single person or business (a "Promotional Entity") only on the condition that you accept and agree to be bound by the terms and conditions of this License Agreement (the "Agreement").

ADBASE Contact Manager allows you to manage your own private business contact information on the ADBASE website. This allows you to keep track of all your important contacts, browse, review and edit the data then output these contacts to labels or your mail fulfillment company the same way you do with ADBASE Custom Lists.

The ADBASE Contact Manager customer shall maintain confidentiality of its Username, Password and private contacts data; correctly enter its private contacts data in the ADBASE Contact Manager; make back-ups of its private contacts data; not enter into the ADBASE Contact Manager any data that is defamatory, unlawful, harmful, illegal, false or otherwise objectionable; not enter into the ADBASE Contact Manager any viruses, worms, trojan horses or other code that may be contaminating or destructive to property; and not use the ADBASE Contact Manager for any illegal or improper use.

Please read the following terms and conditions and indicate your acceptance by clicking on the "ACCEPT" button at the bottom of the text. This Agreement may be changed from time to time at ADBASE's sole discretion and modifications shall become effective upon 30 days following posting on the ADBASE web site. For the purposes of this Agreement any artist, illustrator, photographer, production company, stock agency, artist representative, or other enterprise that is promoted, is considered a separate Promotional Entity and must be registered with ADBASE in order to be authorized to use the Online Service under this agreement. Use of the Online Service for or by a Promotional Entity without being registered with ADBASE is a violation of this agreement.

LICENSE

ADBASE hereby grants you the right to a) use the Databases for promoting a Promotional Entity within the Term; b) create derivative lists based on the Databases so long as you use these lists only for promoting a Promotional Entity and you do not continue to use these lists after the Term. You may not access the Online Service from more than one computer at the same time using the same username and password. You agree that, except as provided for in this Agreement, a) you shall not attempt to copy, modify, reverse engineer, disassemble, decompile or decrypt the Software or the Databases; b) you shall not attempt to reconstruct, copy or prepare derivative works based on the Databases or the Software or any portions thereof; c) you shall not permit third-parties to perform such actions.

ADBASE grants you the right to access the Databases for the purpose of downloading data, conducting searches, obtaining printed copies of search results and sending emails. Any access to the Databases may be controlled or otherwise subject to limitations on the type of activity that you may conduct, including, but not limited to, a) any activity which constitutes competition with ADBASE's Online Service; b) any activity which may be damaging or detrimental to the activities, operations, credibility, reputation or integrity of ADBASE; c) any other activity deemed unacceptable by ADBASE.

You shall not sell, rent, lease, sublicense, lend, assign or otherwise transfer, in whole or in part, or provide any third-party access to the data, including, but not limited to, a) any sale or grant of any rights to the Databases or any list or copy derived from the Databases to a third-party; b) any transfer or lease of any part of the Databases or any list derived from the Databases, in any form, to any person or company, including, but not limited to, a mail fulfillment house, without the prior written consent of ADBASE which, if given, is subject to the transferee's consent to the terms and conditions of this Agreement; c) share or transfer of any part of the Databases or any list derived from the Databases between two or more physically separate offices unless the use of the Online Services has been registered for each office. You are hereby advised that the Databases have been "seeded" to detect unauthorized use.

All proprietary rights, title and interest in and to the Databases and the Online Service, all copies thereof and works derived from, including all associated patents, copyrights, trademarks, trade names, trade secrets and other intellectual property rights, are, and shall at all times remain, the exclusive property of ADBASE. You shall have no right or interest as to the Databases and the Online Service or any copies thereof, including all associated patents, copyrights, trademarks, trade names, trade secrets and other intellectual property rights, except as a licensee as expressly set forth in this Agreement.

You acknowledge that the Databases were compiled, revised, selected and arranged by ADBASE through the application of methods and judgment developed and applied through the expenditure of substantial time, money and effort, and constitute valuable copyright.

ADBASE may also provide you with certain software to facilitate use of the Online Service (the "Software"). If such Software is provided to you, ADBASE grants you a non-exclusive and non-transferable limited license to use the Software within your own organization solely for the purpose of obtaining access to the Databases. You agree to not sell, transfer, assign, publish, distribute, disseminate, allow any third-party access to, or convey any part of the Databases and/or the Software.

ACCESS

The Online Service may be interrupted in order to maintain, modify or enhance equipment, the Online Service or the Databases. ADBASE assumes no responsibility for interruption or delays in the access to the Online Service or the Databases. ADBASE may from time to time, and at its sole discretion, change the content or format of the Databases as it sees fit.

RATES

You agree to pay the full subscription rates as set out on the Web site using the payment method described on the Web site. Unless otherwise indicated, the rates do not include applicable taxes. You agree to pay all applicable taxes on the rates payable under this Agreement. Payments are not refundable for any reason and you are liable for all payments (full or part) regardless of whether or not you use the subscription. You acknowledge that you will pay any costs incurred by ADBASE in collecting any amount you may owe, including, but not limited to, banking charges, collection charges and legal fees. Should you be in default of making any payment you acknowledge that an interest rate of 12% per year will accrue on any amounts owed from the date of default.

TERM AND TERMINATION

The Term shall be for the period of time beginning on the date of the activation of your subscription to the Databases, Online Service and Contact Manager, as agreed upon at the time of your initial payment, and ending on the last day of your subscription as selected at the time of your initial payment. ADBASE shall have the right to discontinue the Online Service and Contact Manager or any portion thereof as a result of a general discontinuation by ADBASE of the Online Service and Contact Manager or any portion thereof. ADBASE may terminate this Agreement by giving you written notice, effective immediately if a) you fail to pay any amount due under this Agreement or fail to perform or observe any provision of this Agreement b) if you become insolvent or bankrupt. On termination of this Agreement for any reason you shall promptly delete or destroy any electronic copies made of the Software, the Databases or related materials obtained pursuant to this Agreement. You shall certify in writing your compliance with this provision.

For the ADBASE Contact Manager service on termination, ADBASE will keep your information in an encrypted form within ADBASE Contact Manager for at least one year. However, ADBASE will purge these contacts from our system at the your written request.

If you are found in violation of this Agreement, full legal action will be taken against you for damages. Since unauthorized use or disclosure of the Software, the Online Service or the Databases may diminish substantially the value to ADBASE of the copyright, proprietary rights and/or trade secrets interests that are embodied in it, should you breach any of your obligations with respect to the limited license you are granted by this Agreement, ADBASE will be entitled to all remedies available at law or in equity to protect its interests therein, including, but not limited to, injunctive relief, as well as money damages.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THERE ARE NO UNDERSTANDINGS, REPRESENTATIONS, WARRANTIES, COVENANTS, CONDITIONS, PROMISES, GUARANTEES OR AGREEMENTS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, RELATING TO THE ONLINE SERVICE, SOFTWARE OR DATABASES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTIBILITY OR FITNESS OR ADEQUACY FOR ANY PARTICULAR PURPOSE OR USE, OR OF QUALITY, PRODUCTIVENESS, CAPACITY OR ACCURACY. IN NO EVENT SHALL ADBASE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OCCURRING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE, OR FAILURE THEREOF, OF THE ONLINE SERVICE, SOFTWARE OR DATABASES OR ARISING FROM THE NEGLIGENCE OF ADBASE, ITS EMPLOYEES, CONTRACTORS, OFFICERS, DIRECTORS OR CONSULTANTS, OR FROM A FUNDAMENTAL BREACH, EVEN IF ADBASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADBASE DOES NOT WARRANT THAT THE ONLINE SERVICE, SOFTWARE OR DATABASES WILL PERFORM UNINTERRUPTED OR ERROR-FREE, THAT ANY DEFICIENCY CAN AND WILL BE CORRECTED, OR THAT THE FUNCTIONS OR PERFORMANCE OF THE ONLINE SERVICE, SOFTWARE OR DATABASES WILL MEET YOUR REQUIREMENTS. YOU ARE SOLELY RESPONSIBLE FOR THE FORMULATION OF ALL SEARCHES AND THE RESULTS OBTAINED.

IF YOU RELY ON THE ONLINE SERVICE OR ANY DATABASES, YOU DO SO AT YOUR OWN RISK. YOU UNDERSTAND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ANY SOFTWARE AND/OR DATABASES DOWNLOADED FROM OR OTHERWISE PROVIDED THROUGH THE ONLINE SERVICE.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THE LAWS OF THESE JURISDICTIONS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.

LINKING TO THIRD-PARTY WEB SITES

The Web site contains links to third-party web sites. ADBASE is not responsible for the content, services or products offered on these web sites and such web sites are not investigated, monitored or checked by ADBASE. Inclusion of any linked web site does not imply approval or endorsement of the linked web site by ADBASE. Should you access these third-party web sites through the Web site, you do so at your own risk.

ADBASE reserves the right to prohibit or refuse to accept any link to the Web site which it deems to be damaging or detrimental to its activities, operations, credibility or integrity. You agree to remove any link you may have to the Web site upon the request of ADBASE. You may not use meta tags or any other "hidden text" utilizing ADBASE's name.

FEEDBACK AND UPDATES

From time to time you may submit updates, corrections and/or suggestions to ADBASE including, but not limited to, information, ideas and concepts (collectively, the "Feedback and Updates"). You hereby grant ADBASE a worldwide, royalty-free license to any such Feedback and Updates so provided to ADBASE, and ADBASE shall be entitled to use such Feedback and Updates for any use or purpose, and agree that ADBASE has the right to publish such material for any type of use including, but not limited to, promotional and advertising purposes.

GENERAL

You may not assign this Agreement and any rights arising out of this Agreement in whole or in part. Unless you have entered into a Partnership Agreement with ADBASE, this Agreement constitutes the entire agreement between the parties pertaining to the subject-matter hereof and supersedes all prior agreements, understandings, representations, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject-matter hereof except as specifically set forth in this Agreement. No waiver, alteration or amendment of this Agreement shall be effective except as specifically provided for in this Agreement.

Any terms which by their nature are intended to survive the termination of this Agreement shall continue in full force and effect after termination, including, but not limited to, your obligations following the termination of this Agreement. The invalidity or unenforceability of any provision or covenant in this Agreement shall not affect the validity or enforceability of any other provision or covenant herein contained and this Agreement shall be construed as if such invalid or unenforceable provision or covenant were omitted.

The section titles in this Agreement are for convenience only and have no legal or contractual effect.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by the laws of the Province of Ontario in Canada and shall be without regard to conflict of law principles and shall be subject to the exclusive jurisdiction of the courts of the Province of Ontario.