Please read this license agreement carefully. By executing this agreement you are purchasing a limited license to obtain ABI's DELIVERABLES as set forth on DELIVERABLES summary herein. This license grants the SUBSCRIBER a limited license to use the DELIVERABLES specifically in accordance with the terms and conditions herein. Without limiting the foregoing please review the limitations herein contained, including, in particular, the limitations contained in § 1 GRANT OF LICENSE; § 2 COPYRIGHT AND OWNERSHIP; § 4 WARRANTIES; § 5 LIMITATION OF LIABILITIES; § 7 PROHIBITION OF TRANSFER; § 8 NO UNAUTHORIZED DISTRIBUTION; § 9 CONFIDENTIALITY; § 15 TERMINATION.

Please also review the abiresearch.com Terms of Use available at www.abiresearch.com/termsofuse.

1. GRANT OF LICENSE

Upon SUBSCRIBER'S payment of the amounts set forth herein, and as and subject to the SUBSCRIBER'S compliance with the terms and conditions of this license agreement, ABI Research ("ABI") hereby grants to SUBSCRIBER, a limited non-exclusive license, in perpetuity to use the published research materials hereinafter referred to as ("DELIVERABLES") including but not limited to the research reports, research briefs, market data, online databases, insights and analyst inquiry time contained in the SUBSCRIBER'S DELIVERABLES. Said DELIVERABLES are more particularly set forth in the DELIVERABLES SUMMARY. Said license, shall be subject to the terms, conditions and limitations set forth herein.

The license granted herein, authorizes the SUBSCIRBER to receive and obtain the DELIVERABLES set forth in the DELIVERABLES SUMMARY which are published and released by ABI during the term of this agreement. SUBSCRIBER agrees that the number of people within the SUBSCRIBER'S organization that may receive and view the DELIVERABLES does not, and will not at any time exceed the number of persons authorized based upon the LICENSE LEVEL SUBSCRIBER has purchased (see page 1) as outlined in the LICENSE LEVEL SCHEDULE § 1.1 below. In addition to the limitations within its organization, SUBSCRIBER further agrees that DELIVERABLES may only be disseminated to persons within the SUBSCRIBER'S organization, and to no one else. SUBSCRIBER may at its option, and upon written notice to ABI, substitute the authorized person(s).

Provided SUBSCRIBER, is in compliance with the terms and conditions of this agreement, SUBSCRIBER may continue to use the DELIVERABLES it has purchased, in perpetuity, and shall be entitled to obtain and view those DELIVERABLES beyond the expiration of the term of this agreement. However, ABI reserves the right to discontinue online access to DELIVERABLES from time to time when in the sole discretion of ABI, particular DELIVERABLES are no longer current and/or relevant. (Subject to the SUBSCRIBER’S continued compliance with this Agreement, DELIVERABLES stored on SUBSCRIBER’S own systems may be accessed into perpetuity). The limitations and provisions of this § 1 shall survive termination of this agreement.

1.1 License Level Schedule: "Enterprise", unlimited users. For DELIVERABLES employing seat-based access, the number of users may not exceed the number of “Seats” specified in the LICENSE LEVEL for each DELIVERABLE.

2. COPYRIGHT, OWNERSHIP AND COPYING

SUBSCRIBER acknowledges that ABI is the sole owner of all the intellectual property rights relating to the DELIVERABLES which have been produced and compiled by ABI and which are licensed to the client hereunder. The DELIVERABLES are protected by copyright law including without limitation by United States Copyright Law, international treaty provisions and applicable Law in the Country in which it is being used. Any copies that SUBSCRIBER makes as permitted herein, must contain the same copyright and other proprietary notices that appear on the DELIVERABLES. SUBSCRIBER agrees not to modify, adapt or translate the DELIVERABLES. Without in any way limiting ABI's rights herein, in the event SUBSCRIBER its agents or employees in violation of this agreement modify, adapt or translate any DELIVERABLES, all intellectual property rights associated with said modification, translation or adaptation shall belong to ABI.

Trademarks shall also be used in accordance with accepted trademark practices including the disclosure and identification of the trademark owner. This agreement does not grant SUBSCRIBER any intellectual property rights associated with the DELIVERABLES. In addition to the Copyright, Trademark and other intellectual property rights of ABI, the structure, organization, presentation, and manner of delivery of the DELIVERABLES are valuable trade secrets and confidential information which belong to ABI. Subscriber agrees that it likewise will not disclose the trade secrets of ABI, to which it may become aware by virtue of this license agreement without the express written consent of ABI, and that the disclosure of said trade secrets in violation of this agreement shall entitle ABI to the same remedies as a violation of the license agreement. The provisions of this § 2 shall survive termination of this agreement. e

2.1 INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION

ABI shall indemnify and hold SUBSCRIBER harmless against any and all losses, liabilities, judgments, awards and costs and expenses arising as a result of any DELIVERABLE provided to SUBSCRIBER hereunder which is adjudicated to have intentionally infringed any patent, copyright, trade secret, or other proprietary right of any third party. If any DELIVERABLE under this Agreement is adjudicated by a court to infringe upon the intellectual property rights of a third party, then ABI shall at its sole discretion either: (a) obtain for SUBSCRIBER the right to continue to use such deliverables, or (b) replace or modify the DELIVERABLES so as to make them non-infringing. ABI shall have no liability for any claim of infringement based on the use of a superseded or altered release of the DELIVERABLES by SUBSCRIBER if the infringement could have been avoided by the use of the current unaltered release of the DELIVERABLES, which ABI provided to SUBSCRIBER.

3. TERM

The term of this agreement shall commence on the date of this agreement and run throughout the CONTRACT TERM specified on page 1. DELIVERABLES published and/or offered after the term of this Agreement are explicitly not part of this License Agreement. Any additional services to be provided by ABI may be provided by ABI pursuant to a separate written agreement between the parties. Subject to the SUBSCRIBER'S continued compliance with the terms and conditions herein, the license granted for those DELIVERABLES published during the term, herein shall continue in perpetuity after the expiration of the term.

4. WARRANTIES

SUBSCRIBER herby agrees and acknowledges, that all DELIVERABLES received from ABI are delivered "as is" and ABI makes no representations, express or implied as to the accuracy, or content therein contained. SUBSCRIBER acknowledges that there are no warranties express or implied relating to the DELIVERABLES or any other information of any kind being provided to SUBSCRIBER pursuant to the terms hereof including, without limitation, those relating to merchantability and/or fitness. For any warranty, conditions, representations or terms, to the extent to which the same cannot or may not be excluded or limited by law applicable in your jurisdiction, ABI makes no warranties, conditions, representations, or terms, express or implied, whether by statute, common law, customs and usage, express or implied to any other matters, including but not limited to non-infringement of third party rights, integration, satisfactory quality, or fitness for any particular purpose. The provisions of this § 4 shall survive termination of this agreement.

5. LIMITATION OF LIABILITY

In no event will ABI be liable to SUBSCRIBER for any damages, claims or costs whatsoever, or any consequential, indirect, incidental damages, or any lost profits or lost savings even if an ABI representative has been advised of the possibility of such loss, damages, claims or costs or for any claim by a third party. The foregoing limitations and exclusions apply to the extent permitted by applicable law in your jurisdiction. ABI's aggregate liability in such case shall be limited to the amount which SUBSCRIBER has paid for its license. The provisions of this § 5 shall survive termination of this agreement.

6. FREQUENCY OF DELIVERY

ABI reserves the right to change, from time to time, in its sole discretion the scope and frequency of its DELIVERABLES to more accurately accommodate the needs of its clients.

7. PROHIBITION OF TRANSFER

SUBSCRIBER may not rent, lease, sublicense, assign or authorize any of the DELIVERABLES or the content therein to any other person or entity. The provisions of this § 7 shall survive termination of this agreement.

8. NO UNAUTHORIZED DISTRIBUTION

SUBSCRIBER hereby agrees that it will not disseminate any information contained in the DELIVERABLES to any person not employed by SUBSCRIBER, and that the use of such information shall be limited to its employees, for use by SUBSCRIBER in furthering its business objectives. Any unauthorized distribution of the DELIVERABLES in whole or in part to any third person or entity not employed by SUBSCRIBER shall constitute a breach of this Agreement. ABI makes no representations implied or otherwise that DELIVERABLES may be distributed outside SUBSCRIBER’S organization. Any requests to distribute DELIVERABLES or portions thereof must be made to ABI in writing to the ABI sales and client relations team. Approval may only be extended to SUBSCRIBER in writing from ABI. The provisions of this § 8 shall survive termination of this agreement.

9. SERVICE LIMITS

Services and DELIVERABLES provided by ABI are intended for download only by eligible seat holders for their consumption or to share with other eligible seat holders. Scraping or otherwise systematically downloading large amounts of content or DELIVERABLES may result in suspension of services. SUBSCRIBER may not share passwords or login information. ABI reserves the right to restrict, suspend, terminate or otherwise limit SUBSCRIBER’S use of ABI websites if ABI believes that SUBSCRIBER may be in breach of this Agreement or misusing the services provided.

10. CONFIDENTIALITY

In addition to the limitations described above, SUBSCRIBER shall not disseminate any information concerning ABI and/or any trade secret of ABI as defined herein to any person(s) or entity(ies) not authorized within its organization or to any person or entity(ies) outside of its organization without the express written consent of ABI. Moreover, SUBSCRIBER agrees not to use or disclose any such information received or purchased from ABI or information concerning ABI which it learns as a result of the transactions contemplated hereby for the purpose of competing or assisting others to engage in any activity which is competitive with the business of ABI. The provisions of this § 10 shall survive termination of this agreement.

11. FURTHER ASSURANCES

SUBSCRIBER hereby agrees to execute any further documents and take any and all such further actions as ABI may reasonably request to ensure that the intellectual property rights of ABI are not compromised in any way. The provisions of this § 11 shall survive termination of this agreement.

12. REMEDIES UPON BREACH

It is expressly agreed by SUBSCRIBER that the information to be provided to SUBSCRIBER pursuant to this Agreement is of a highly confidential nature. Accordingly, it is expressly agreed that if SUBSCRIBER breaches any of its obligations hereunder including, without limitation, its obligation to refrain from disclosing the DELIVERABLES or trade secrets to persons not authorized to receive it by this license agreement will result in irreparable harm to ABI, and that ABI shall be entitled, as a matter of right, and by agreement to injunctive or such other equitable relief as is necessary to restrain any further breach or disclosure. The aforementioned remedies shall in no way limit ABI's rights to pursue any legal and/or equitable remedies arising from SUBSCRIBER's breach of this Agreement. In the event of a breach of this agreement by SUBSCRIBER the license granted herein shall immediately terminate and upon such termination SUBSCRIBER shall immediately return all DELIVERABLES in its possession upon ABI's request. The provisions of this § 12 shall survive termination of this agreement.

13. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of New York and the Federal Laws of the United States of America without reference to conflicts of law provisions thereof. The parties hereto hereby submit to the exclusive jurisdiction and venue of the federal Courts Located in Nassau or Suffolk County, New York and the New York State courts located in Nassau County, New York for the resolution of any disputes arising under the terms of this Agreement. The provisions of this § 13 shall survive termination of this agreement.

14. AMENDMENT; PRIOR AGREEMENTS

This Agreement may not be modified or amended other than by a written instrument executed by authorized representatives of both parties. This Agreement supersedes all prior agreements relating to the transactions contemplated hereby and sets forth the true understanding of the parties with respect to the transactions contemplated herein.

15. ASSIGNMENT

This agreement may not be assigned by SUBSCRIBER, without the express written consent of ABI. Any attempt to transfer or assign this agreement shall be void ab-initio and shall constitute a default by the SUBSCRIBER. The provisions of this § 15 shall survive termination of this agreement.

16. TERMINATION

This agreement may not be voluntarily terminated, except by written agreement between the parties. All sales contemplated hereby are final. Returns of downloaded research DELIVERABLES are not accepted at any time for any reason. IN WITNESS WHEREOF, the SUBSCRIBER has read the terms and conditions of this limited license agreement and is affixing the signature of the SUBSCRIBER or its duly authorized representative on the date set forth herein in acknowledgement and acceptance of all of the Terms and Conditions set forth above.