Yipit Data

Your Acceptance of this Agreement. This is an agreement between you ("you" or "your") and Yipit, Inc., a Delaware Corporation ("Yipit," "we," or "our") that governs your use of the data report, raw data, content of analyst calls, and all related information (collectively the “Yipit Data Product”).

Confidentiality. Licensee will treat the Yipit Data Product as Licensor’s confidential information, protecting it from unauthorized use or disclosure by exercising at least the same degree of care Licensee uses to protect its own similar information, but in no event less than a reasonable degree of care. This provision does not prohibit Licensee from disclosing such information (a) in response to a court order or (b) to enforce its rights in court.

Data License. Yipit grants to Licensee a non-exclusive, non-transferrable license to copy, distribute, display, and use the Yipit Data Product solely for Licensee’s own internal purposes. Licensee acknowledges that the Yipit Data Product, in whole or in part, remains at all times the property of Yipit and/or the third party data owners from whom Yipit acquired the data, and Licensee has no rights whatsoever in the Yipit Data Product, except as expressly provided herein. Without limiting the foregoing, Licensee has no right to sell, license, or distribute in any manner the Yipit Data Product, or any data contained therein, to a third party; thus, Licensee will not provide the Yipit Data Product to a third party in competition with Yipit, use the Yipit Data Product to build a database for resale or for access by a third party, or provide the Yipit Data Product to a third party that will resell the data or any portion thereof.

Data Accuracy. The Yipit Data Product is provided on an “as is” and “as available” basis. Yipit compiles, categorizes, and generates the Yipit Data Product in a variety of methods, using variable inputs, such that the Yipit Data Product is continually evolving. Data points, quality, format, and coverage may vary, as determined in Yipit’s sole discretion, during the Term. Any use or reliance upon the Yipit Data Product is at Licensee’s own risk.

Limitation of Liability. YIPIT’S AND YIPIT’S OFFICERS’, DIRECTORS’, EMPLOYEES’, AGENTS’, ASSIGNEES’, AND REPRESENTATIVES’ ENTIRE INDIVIDUAL AND COLLECTIVE LIABILITY UNDER THIS AGREEMENT, UNDER TORT LAW, CONTRACT LAW, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY LICENSEE TO YIPIT PURSUANT TO THIS AGREEMENT OVER THE THREE (3) MONTHS PRECEDING THE TERMINATION OF THE AGREEMENT.

No Consequential Damages. EXCEPT IN CONNECTION WITH VIOLATION OF THE LICENSING AND CONFIDENTIALITY PROVISIONS, NEITHER PARTY SHALL BE LIABLE, UNDER TORT LAW, CONTRACT LAW, OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS.

Disclaimer of Warranty/Indemnification. YIPIT EXCLUDES ALL REPRESENTATIONS or WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO ANY DATA PRODUCT OR SERVICES PROVIDED PURSUANT TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OF DATA, OR ANY IMPLIED WARRANTY ARISING FROM THE COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. MOREOVER, THE PARTIES AGREE THAT YIPIT IS NOT REQUIRED TO PROVIDE INDEMNIFICATION OF ANY KIND, ON ANY GROUND.

Licensee acknowledges that the limitations of liability and indemnification are a fundamental part of this Agreement, and Yipit would not enter into this Agreement absent such limitations.

Miscellaneous. This Agreement constitutes the complete agreement of the parties and supersedes all previous or contemporaneous communications, oral or written. This Agreement may be amended only by a writing signed by both parties. The covenants contained in this Agreement, which, by their terms, require or contemplate performance by a party after the expiration or termination of this Agreement (including but not limited to confidentiality and payment obligations) shall be enforceable notwithstanding any expiration or termination of this Agreement. The parties agree that federal or state courts in New York City are the exclusive jurisdiction for any dispute in connection with this Agreement, and each party concedes to personal jurisdiction in such venue. Yipit may assign this Agreement or any rights or obligations under this Agreement to (i) one or more financial institutions, lenders, and creditors as collateral security for any financing; or (ii) any purchaser of all or substantially all of the assets or stock of Yipit by merger, consolidation or otherwise. Headings in this Agreement are for convenient reference only and have no effect in limiting or extending the language of the Agreement.