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Neither Subscriber nor any Authorized User may attempt to access any other of cause errors in the performance of the Services. Rubicon is not responsible for any
<br /> Rubicon's systems, programs or data that are not made available for public use or for such errors and such errors will not constitute a breach of the Services Performance
<br /> use by MarketVision subscribers. warranty.
<br /> 6. FEES@ PAYMENTS; TAXES Rubicon does not warrant that the Services are secure, free from bugs, interruptions,
<br /> As compensation for the Services, Subscriber must pay to Rubicon the errors, or other program limitations. Subscriber acknowledges that use of the
<br /> Subscription Fee(s) as detailed for the Services selected by Subscriber in one Internet presents certain risks relating to viruses or other harmful activities.
<br /> or more of the attached Exhibits and summarized in the Fee Schedule Subscriber (and not Rubicon) assumes such risk. All warranties given or made by
<br /> Summary on the Registration Page of this Agreement. Fees for the Services Rubicon with respect to the Services (i) are for the benefit of the Subscriber of the
<br /> may be amended by Rubicon from time to time as described in Section 3 . Services only and are not transferable, and (ii) shall be null and void if Subscriber
<br /> Unless otherwise specified in the Fee Schedule, payments will be due and breaches any terms or conditions of this Agreement
<br /> payable to Rubicon annually, in advance. Subscribers may choose to remit 9. LIMITATION OF LIABILITY AND DAMAGES
<br /> MarketVision fees on a quarterly basis by agreeing to pay a finance fee equal In the event that the Services Performance warranty or the Services Availability
<br /> to two and one-half percent (2.5%) of the Subscription Fee. warranty is breached, Subscriber must notify Rubicon of such breach within thirty
<br /> Any applicable Subscription Fee adjustments provided by Rubicon shall be (30) days of the breach. The notice must identify the date of the breach and provide
<br /> detailed in the Fee Schedule Summary on the Registration Page of this a description of the breach with sufficient detail to allow Rubicon to confirm the
<br /> Agreement. occurrence of such breach. Rubicon will have no liability for claimed breaches of which
<br /> If Subscriber requests that Rubicon provide any services other than Rubicon's Subscriber fails to provide Rubicon notice as described in this paragraph.
<br /> standard Services, then such services shall be billed by Rubicon at its then standard In the event of a breach of the Services Perfonmance warranty, Rubicon's liability shall
<br /> rates unless otherwise agreed by the parties. be limited to the lesser the amount paid by Subscriber to Rubicon during the thirty
<br /> The payment of all fees and charges to Rubicon, if applicable, may be made by wire (30) days prior to notification by Subscriber to Rubicon of such Rubicon breach, or
<br /> transfer or by check Rubicon may require payment by wire transfer in the event of the amount paid by Subscriber for the defective Services.
<br /> repeated delinquent payment or the banks dishonoring one or more checks of In the event that the Services Availability warranty is breached during three (3) or
<br /> Subscriber. All fees and charges are due within thirty (30) days of the date of Rubicon's more consecutive days in any calendar month, then for each additional day during
<br /> invoice and are non-refundable. Rubicon may, at its option, impose an interest charge which such breach occurred in such month, Subscriber will receive a credit against
<br /> on any late payments at a rate of one and one-half percent ( I %%) per month or the the fees on Subscribers next invoice equal to 1 /30h of the base monthly subscription
<br /> highest rate allowed by law, whichever is less. fees paid by the Subscriber for the month during which the availability breach
<br /> Subscriber shall pay any applicable sales, use, service, occupation, personal property, occurred.
<br /> value-added and excise taxes and other fees, assessments or taxes that may be At Rubicon's option, Rubicon may either refund any amount payable by reason of a
<br /> assessed or levied by any taxing authority against Subscribers or Subscribers warranty breach or give Subscriber credit against fees otherwise payable then or in
<br /> Authorized Users' receipt of the Services. Subscriber agrees that it shall remit to the future by Subscriber. The refund or credit of such amount shall be the sole
<br /> Rubicon for payment to the appropriate taxing authorities any sales, use, value remedy of Subscriber and the sole liability of Rubicon for a breach of the Services
<br /> added or other tax required to be collected by Rubicon from Subscriber. Performance warranty or the Services Availability warranty.
<br /> 7. TERM AND TERMINATION EXCEPT FOR THE ABOVE REFUND OR CREDIT, SUBSCRIBER'S EXCLUSIVE
<br /> The term of this Agreement (the "Term") shall commence on the Go Live Date REMEDY AND THE ENTIRE LIABILITY OF RUBICON AND THE
<br /> and shall continue in full force and effect for one ( 1 ) year and thereafter on a year PARTICIPATING PARTIES FOR ANY REASON SHALL BE LIMITED TO THE
<br /> to year basis until one party gives the other written notice of termination at least AMOUNT PAID BY SUBSCRIBER FOR THE SERVICES, DURING THE
<br /> thirty (30) days prior to the end of any Term or renewal Term. PRECEDING THIRTY (30) DAY PERIOD, TO THE MAXIMUM EXTENT
<br /> PERMITTED BY APPLICABLE LAW, RUBICON IS NOT LIABLE FOR ANY
<br /> This Agreement may terminate prior to the expiration of the Term at the option INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE INCIDENTAL OR
<br /> of Subscriber if Rubicon is in material breach of this Agreement and fails to cure that CONSEQUENTIAL DAMAGES (INCLUDING VVITHOUT LIMITATION,
<br /> breach within thirty (30) days after Subscriber provides Rubicon written notice of the DAMAGES FOR LOST BUSINESS, LOST DATA, LOST GOODWILL, LOST
<br /> breach. REPUTATION, LOST REVENUES, LOST PROFITS OR INVESTMENT OR THE
<br /> This Agreement may terminate prior to the expiration of the Term at the option LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF
<br /> of Rubicon or Rubicon may suspend Services by written notice to Subscriber, if WARRANTY, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE),
<br /> Subscriber violates or breaches any of the terms, conditions or covenants of this PRODUCTS LIABILITY OR OTHERWISE, EVEN IF RUBICON OR THE
<br /> Agreement and does not remedy such violation or breach within ten ( 10) days PARTICIPATING PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF
<br /> after written notice by Rubicon to Subscriber of such violation or breach. SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO
<br /> In the event of termination or expiration of this Agreement for any reason, any HAVE FAILED OF ITS ESSENTIAL PURPOSE,
<br /> accrued payment obligations and the provisions of Sections 8 and 9 will survive. The limitations of damages or liability set forth in this Agreement are fundamental
<br /> 8. LIMITED WARRANTYAND DISCLAIMER OF WARRANTIES elements of the basis of the bargain between Rubicon and Subscriber. Subscriber
<br /> acknowledges and agrees that Rubicon would not be able to provide the Services on
<br /> Rubicon represents and warrants to Subscriber that, during the Term, (1) the Services an economic basis without such limitations,
<br /> will be provided in material conformance with the description of the Services
<br /> published by Rubicon at the time Subscriber submits its registration request to 10. MISCELLANEOUS
<br /> Rubicon or as such description may be modified by Rubicon from time to time in a. Each party agrees that all non-public information and Materials reasonably
<br /> accord with Section 2 ("Services Performance"), and (ii) Rubicon will maintain treated as confidential and disclosed by either party, whether disclosed
<br /> "Services Availability" (as described below). EXCEPT AS EXPRESSLY PROVIDED IN orally, in writing or electronically and whether marked " Confidential" or
<br /> THE PRECEDING SENTENCE, THE SERVICES ARE PROVIDED "AS-IS" AND, TO not, will be considered and referred to collectively in this Agreement as
<br /> THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RUBICON AND "Confidential Information" subject to the protections of this Agreement.
<br /> ITS AFFILIATES, LICENSORS, THIRD PARTY CONTENT OR DATA PROVIDERS, Confidential Information does not include information that (i) is now or
<br /> AND SUPPLIERS (COLLECTIVELY, THE "PARTICIPATING PARTIES") DISCLAIM subsequently becomes generally available to the public through no fault
<br /> ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, or breach on the part of either party; (ii) either party can demonstrate
<br /> EXPRESS OR IMPLIED OR ARISING FROM ANY COURSE OF CONDUCT OR to have had rightfully in its possession prior to disclosure to the receiving
<br /> TRADE, REGARDING THE SERVICES AND THEIR RELATED MATERIALS, party; (iii) is independently developed by either party without the use of
<br /> INCLUDING WITHOUT LIMITATION, FITNESS FOR A PARTICULAR any Confidential Information ; or (iv) either party rightfully obtains from j
<br /> PURPOSE, ERROR FREE OPERATION, UNINTERUPTED OPERATION, a third party who has the right to transfer or disclose it. For purposes
<br /> COMPLETENESS, TITLE, QUALITY, MERCHANTABILITY AND NON-
<br /> of this Agreement, the, Services and Materials shall be deemed
<br /> INFRINGEMENT. Confidential Information.
<br /> "Services Availability" is maintained so long as Services are made available by Rubicon The parties shall not disclose, publish, or otherwise disseminate Confidential
<br /> to the Subscriber for at least 22 hours each day. Services unavailability does not Information to anyone other than those of its employees with a need to know
<br /> include (i) outages associated with scheduled maintenance; provided that Subscriber or to trusted subcontractors or advisors with a need to know and who have a
<br /> is notified of scheduled maintenance at least 48 hours in advance, (ii) Subscribers duty or obligation to maintain the confidentiality of Confidential Information,
<br /> inability to access the Services due to Subscriber's inability to access the internet, (iii) Each party shall take reasonable precautions to prevent any unauthorized use,
<br /> interruptions of service due to force majeure; or (iv) interruption in Services caused disclosure, publication, or dissemination of Confidential Information. The parties
<br /> by changes to a travel distribution channel web site. accept the Confidential Information for the sole purposes described in this
<br /> Subscriber acknowledges that changes in an internet site from which Rubicon gathers Agreement; Each party shall not use Confidential Information otherwise for its
<br /> information or the lack of availability of data provided to Rubicon by third parties may own or any third party s benefit without the prior written approval of an
<br /> MV06201 I USD MarketVision Subscription Agreement
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