IMPLAN SYSTEM LICENSE AND SUBSCRIPTION AGREEMENT

PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY. USE OF THE IMPLAN ECONOMIC MODELING SYSTEM (THE ”IMPLAN SYSTEM") IS SUBJECT TO THIS AGREEMENT. IF YOU ARE SUBMITTING THIS ORDER ON YOUR OWN BEHALF, THIS AGREEMENT WILL APPLY TO YOU PERSONALLY. IF YOU ARE SUBMITTING THIS ORDER ON BEHALF OF YOUR EMPLOYER OR ANY OTHER PARTY, THIS AGREEMENT WILL APPLY TO THE EMPLOYER OR OTHER PARTY. THE PARTY SUBJECT TO THIS AGREEMENT IS REFERRED TO IN THIS AGREEMENT AS ”NAMED CLIENT."

BY CLICKING "ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT” YOU AGREE THAT THIS AGREEMENT REPRESENTS THE ENTIRE AND FULLY INTEGRATED AGREEMENT BETWEEN CLIENT AND IMPLAN Group LLC ("IMPLAN") CONCERNING THE USE OF THE IMPLAN SYSTEM, AND THAT THIS AGREEMENT SUPERSEDES ALL PRIOR PROPOSALS, REPRESENTATIONS, OR UNDERSTANDINGS WITH RESPECT TO THE IMPLAN SYSTEM. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NO OTHER COMMUNICATION WILL BE CONSTRUED AS, OR CONSTITUTE, A WAIVER OF THIS AGREEMENT, OR ACCEPTANCE OF ANY ADDITIONAL TERMS, CONDITIONS OR SPECIFICATIONS, AND IMPLAN HEREBY OBJECTS TO ANY SUCH ADDITIONAL OR CONTRARY TERMS, CONDITIONS OR SPECIFICATIONS.

1. IMPLAN ONLINE AND IMPLAN SYSTEM.IMPLAN ONLINE is a service providing web-based online access to the IMPLAN SYSTEM which is composed of (i) data files that incorporate economic data and the IMPLAN National Trade Flows data (the IMPLAN Data), (ii) software for use in analyzing and otherwise working with IMPLAN Data (the IMPLAN Software).

2. IMPLAN SYSTEM LICENSE.Subject to the terms and conditions of this Agreement and subscription, IMPLAN grants the Client a nonexclusive and nontransferable license to access the IMPLAN SYSTEM using IMPLAN ONLINE for a period of time, number of concurrent users, geographic area and price terms selected for this subscription. All authorized use of the IMPLAN SYSTEM via IMPLAN ONLINE is by means of a “Login” process, which includes a username and password. The license will be used for Client`s internal business purposes to all the IMPLAN subscriptions ordered and paid for by Client subject to the terms and limitations in Section 3.

3. PERMITTED USE AND LICENSE LIMITATIONS.

3.1 Use of IMPLAN ONLINE and the IMPLAN SYSTEM and models resulting from the use of the IMPLAN Software and IMPLAN Data ( IMPLAN Models) is limited to Client ‘s internal use and the provision of reports of the result of such analysis to Client customers. Client reports may incorporate only that portion of IMPLAN Data or IMPLAN Models necessary to provide Client customers with reports that meets the Client customer’s needs.

3.2 Use of IMPLAN ONLINE, IMPLAN SYSTEM and the IMPLAN Software is limited to the analysis of IMPLAN Data, and the preparation of reports and other results of that analysis as provided in this Agreement. The IMPLAN Software may be used with IMPLAN Data only. No license to use the IMPLAN Software in source code form is granted hereunder. Client may not modify, clone, disassemble, decompile, decrypt or otherwise reverse engineer any part of the IMPLAN Software, Data, Multipliers or other any features, adopt any part of the IMPLAN Software as its own, or adapt the IMPLAN Software into a computer language in which it was not provided by IMPLAN.

3.3 Except as expressly provided in this Agreement, Client may not (i) incorporate any IMPLAN Data or IMPLAN Model in any other data base or other aggregation of data, or (ii) access or process the IMPLAN Data or any IMPLAN Model with any software other than the IMPLAN Software.

3.4 The IMPLAN Software within the IMPLAN SYSTEM is not available for download and registration.

3.5 Each IMPLAN subscription is subject to the IMPLAN SYSTEM License and Subscription Agreement and is non-transferable. This license is available for up to the specified number of concurrent users selected for each subscription.

3.6 Subject to all of the restrictions of this Agreement, Client may grant its contractors access to the IMPLAN ONLINE and the IMPLAN SYSTEM, but for only such period and only to the extent necessary for the contractors to perform services for Client. Upon request from IMPLAN, Client will identify the contractors that have been given access to the IMPLAN ONLINE and IMPLAN SYSTEM. All authorized users agree to notify IMPLAN of any known or suspected use of subscriber’s login account that is not authorized by this or other agreement with IMPLAN.

3.7 Except as provided in Section 3.5 above, (i) the rights granted under this Agreement may not be sold, leased, assigned, sublicensed or otherwise transferred, in whole or in part, directly or indirectly, and (ii) Client may not lend, lease, license or disclose the IMPLAN ONLINE, IMPLAN SYSTEM, IMPLAN Software, or IMPLAN Data for any reason, except as expressly provided in this Agreement or with prior written permission of IMPLAN. IMPLAN may include features in the IMPLAN ONLINE, IMPLAN SYSTEM, IMPLAN Software, or IMPLAN Data that restrict unlicensed use.

3.8 Client will not copy IMPLAN ONLINE, IMPLAN SYSTEM, IMPLAN Software, or IMPLAN Data. Under the subscription, the Client’s IMPLAN Models will be housed and saved on IMPLAN servers with access granted during the period of the subscription. If a Client’s subscription lapses, the Client shall no longer have access to the IMPLAN SYSTEM through IMPLAN ONLINE.

3.9 No license to IMPLAN ONLINE, the IMPLAN SYSTEM, IMPLAN Software, or IMPLAN Data is granted to the Client except that expressly provided in this Agreement. Title to IMPLAN ONLINE, the IMPLAN SYSTEM, IMPLAN Software, and IMPLAN Data will remain in IMPLAN

3.10 IMPLAN ONLINE and the IMPLAN web site content are owned, maintained and operated by IMPLAN. The site consists of material derived from IMPLAN’s business processes, software and databases, and other databases and services provided by third party vendors, all of which are protected by copyright, trademark and other intellectual property laws. This content of the web site and its underlying software may not be modified, copied, resold, distributed, reverse engineered or incorporated into derivative works or other commercial products, services or analysis systems without the permission of IMPLAN.

3.11 All data and output from IMPLAN ONLINE are subject to copyright by IMPLAN. A subscribing Client is permitted to use all data and model output economic analysis projects, including inclusion in analysis, reports, presentation, and publications. However, all use of these materials must include notation crediting it to "IMPLAN^® model, using inputs provided by (Agency Name) .”

3.12 A subscription may be suspended at the discretion of IMPLAN, if it determines that the subscribing individual or organization has violated the terms of this agreement. The subscription will be reinstated when IMPLAN determines that the violation has been corrected.

4. INTELLECTUAL PROPERTY.Client acknowledges and agrees that IMPLAN ONLINE, the IMPLAN SYSTEM, IMPLAN Software and IMPLAN Data are the property of IMPLAN. Copyright and other intellectual property right laws protect IMPLAN ONLINE, the IMPLAN SYSTEM, IMPLAN Software and IMPLAN Data. Except as expressly provided in this Agreement, IMPLAN ONLINE, the IMPLAN SYSTEM, IMPLAN Software, IMPLAN Data and IMPLAN Models may not be disclosed to any party or individual other than the user designated at the time the license is purchased.

5. U.S. GOVERNMENT RIGHTS.IMPLAN ONLINE, the IMPLAN SYSTEM, IMPLAN Software and IMPLAN Data were developed at private expense, and are not in the public domain. IMPLAN ONLINE, the IMPLAN SYSTEM, IMPLAN Software and IMPLAN Data are Commercial Items as defined in 48 C.F.R. § 2.101. U.S. Government rights to use, modify, reproduce, release, perform, display, or disclose IMPLAN ONLINE, the IMPLAN SYSTEM, IMPLAN Software and IMPLAN Data are limited to the rights set forth in this Agreement as provided in 48 C.F.R. § 12.212, or to the limited rights restrictions of DFARS 252.227-7015(b) (2), as applicable.

6. WARRANTY DISCLAIMER.IMPLAN does not guaranty (i) any results of Client‘s use of IMPLAN ONLINE and the IMPLAN SYSTEM, and (ii) that the information or other content obtained through IMPLAN ONLINE and the IMPLAN SYSTEM will be useful, profitable or satisfy Client ‘s requirements. IMPLAN ONLINE and the IMPLAN SYSTEM is provided AS IS. ALL OTHER WARRANTIES WITH RESPECT TO THE IMPLAN SYSTEM, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED AND EXCLUDED BY IMPLAN, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, FREEDOM FROM INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

7. LIMITATION OF LIABILITY.IN NO EVENT WILL IMPLAN‘S LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON TORT (INCLUDING LIABILITY FOR NEGLIGENCE BUT EXCLUDING LIABILITY RESULTING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF IMPLAN), CONTRACT OR ANY OTHER THEORY, (A) INCLUDE ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, EVEN IF IMPLAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE, (B) INCLUDE DAMAGES FOR LOST PROFITS, OR (C) EXCEED THE AMOUNT PAID FOR THE USE OF IMPLAN ONLINE AND THE IMPLAN SYSTEM.

8. INDEMNIFICATION.Client will indemnify, defend and hold harmless IMPLAN and its officers, directors and employees against all loss, cost and damage (including reasonable attorney‘s fees) that arise from (i) Client‘s breach of any provision of this Agreement, and (ii) Client‘s use of the IMPLAN ONLINE and the IMPLAN SYSTEM, including but not limited to the information incorporated in the IMPLAN Data.

9. TERM AND TERMINATION.This Agreement will take effect for access to IMPLAN ONLINE and the IMPLAN SYSTEM as of the date IMPLAN receives payment for the subscription. This Agreement will automatically terminate on the date Client breaches any term or condition of this Agreement. IMPLAN may terminate its subscription and this Agreement at any time, with or without cause. In the event that IMPLAN terminates the subscription before the expiration date, Client will be refunded the unused portion on a pro-rata basis.

10. NOTICES. Notices permitted or required to be given hereunder will be deemed sufficient if given.

11. GOVERNING LAW. This Agreement will be interpreted and construed in accordance with the laws of the State of North Carolina. All actions arising out of, or relating to this Agreement may be brought in courts situated in North Carolina, and Client consents to the jurisdiction of such courts. Client waives sovereign immunity and related defenses with respect to this Agreement, including but not limited to the breach of this Agreement.

12. SEVERABILITY. If any of this Agreement conflict with any applicable statute or rule of law, the affected terms and conditions will be deemed inoperative but the remaining portions will remain in full force and effect.

13. WAIVER. No failure by either party to take any action or assert any right under this Agreement will be deemed to be a waiver of that right in the event of the continuation or repetition of the circumstances giving rise to that right.

14. CHANGES TO THESE TERMS AND CONDITIONS.IMPLAN may change this Agreement at any time without any express notice to Client. Subscriptions ordered by Client will be subject to the form of agreement in place at the time of order.

15. ASSIGNMENT. Client may not assign or otherwise transfer Client‘s rights and obligations under this Agreement except with the prior written consent of IMPLAN. A successor to IMPLAN by assignment of this Agreement, or by merger, operation of law, purchases or otherwise, will acquire all interest of IMPLAN hereunder. Any prohibited assignment will be null and void.

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