Ingens (DBA GeoNorth Information Systems, LLC) User Agreement

Notice to User: This is a binding agreement between you (the 'User') and GeoNorth Information Systems, LLC. Please review it carefully.


A. GeoNorth Information Systems, LLC receives public and semi-public information from government agencies and compiles it into a database (the "Public Records Database"). Upon authorization, this database is searchable using the Ingens Interface.

B. User desires to purchase from GeoNorth Information Systems, LLC the right to access the Public Records Database and use the Interfaces under the terms and conditions offered by GeoNorth Information Systems, LLC. Now therefore the parties agree as follows:

1. Terms and Conditions. This Agreement provides the terms and conditions for the Public Records Database and Interfaces which is used by User and encompassed by this Agreement.

2. License. Upon payment of the initial set-up fee established by GeoNorth Information Systems, LLC and so long as User pays all subsequent access fees when due and otherwise complies with its obligations under this Agreement, User shall have the nontransferable, nonexclusive limited license and right during the term of this Agreement to use the Interfaces and access the Public Records Database solely for its internal business purposes at its licensed site, as set forth in this Agreement, by the number of users and computers set forth in Exhibit A. If User's account becomes past due or the pre-purchased connect time is used in full, the account will be made inactive until the account is paid current or more connect time is purchased. Invoiced Users who are more than 45 days past due may be charged another connect fee as set forth in Exhibit A upon reactivation of their account. User acknowledges receipt of the initial set-up fee and subsequent access fees. GeoNorth Information Systems, LLC reserves the right to change its fees from time to time with notice to the User.

3. Title. All right, title and interest to the Interfaces and the Public Records Database, including all copyright and other intellectual property rights, remains in GeoNorth Information Systems, LLC and is not transferred in any way to User.

4. Acknowledgment and Protection of GeoNorth Information Systems, LLC's Proprietary Rights. User acknowledges and confirms that GeoNorth Information Systems, LLC owns all copyright, trade dress and other intellectual property rights to the Interfaces and the Public Records Database. USER SHALL NOT RESELL, SUBLICENSE, ASSIGN, PLEDGE OR TRANSFER TO ANY THIRD PARTY ANY OF THE INFORMATION IT OBTAINS THROUGH THE INTERFACES OR THE PUBLIC RECORDS DATABASE IN THE FORM OR FORMAT PRESENTED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF GeoNorth Information Systems, LLC. USER SHALL NOT LOAN, LEASE, DISTRIBTUE, TRANSFER, TO THIRD PARTIES, OR REVERSE ENGINEER, DISASSEMBLE, DECOMPILE OR OTHERWISE ATTEMPT TO DISCERN THE SOURCE CODE, COPY, OR MAKE DERIVATIVE WORKS, OF THE PUBLIC RECORDS DATABASE OR THE INTERFACES. USER HAS NO RIGHT TO ANY OF GeoNorth Information Systems, LLC'S TRADEMARKS AND SERVICEMARKS FOR ANY PURPOSE. User shall protect all of GeoNorth Information Systems, LLC's tangible and intangible rights in the Public Records Database and Interfaces, including without limitation securing written agreements from those employees, consultants, and others who have access to the Public Records Database to comply with all of the terms of this Agreement as if parties to this Agreement.

5. Access to the Interfaces. User shall be responsible for acquiring the appropriate hardware, software and skills to use the Interfaces, which it does at its own cost and risk.

6. Compliance with Laws. User shall access the Public Records Database in compliance with all relevant laws and regulations. User represents and warrants that, in accessing the Public Records Database, User has an appropriate business purpose for that access and has satisfied any government statutes or regulations required as a precondition to accessing the Public Records Database. This includes, but is not limited to, statutes and regulations governing access to motor vehicle records such as State of Alaska Division of Motor Vehicles Form 851 as it may be amended from time to time.

7. Ordering. Access to the Public Records Database will be purchased pursuant to an invoice. No terms of any User purchase order or other User document will become part of this Agreement or binding on GeoNorth Information Systems, LLC unless GeoNorth Information Systems, LLC agrees in writing.

8. Payment. Payments are due on or before the dates set forth in Exhibit A unless GeoNorth Information Systems, LLC agrees otherwise in writing. Late payments shall be charged the lesser of one and one-half percent (1.5%) interest per month or the maximum permitted under Alaska law, in addition to all other remedies available under this Agreement or otherwise. Failure to make any payment when due shall be a material breach of this Agreement.

9. Technical Support. GeoNorth Information Systems, LLC will provide unlimited calls regarding suspected "bugs," program errors or other problems accessing the Public Records Database through the Interfaces.

10. Limited Warranty. GeoNorth Information Systems, LLC obtains the Public Records Database from third-parties. GeoNorth Information Systems, LLC DOES NOT REPRESENT OR WARRANT THAT THE PUBLIC RECORDS DATABASE IS ERROR-FREE, THAT IT IS COMPLETE OR ACCURATE, THAT IT WILL MEET USER'S REQUIREMENTS, OR THAT ACCESS TO THE PUBLIC RECORDS DATABASEWILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY DEFECT IN THE MATERIALS OR OPERATION OF THE PUBLIC RECORDS DATABASE WILL BE CORRECTED. GeoNorth Information Systems, LLC SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

11. Limitation of Liability and Remedy. USER'S REMEDIES UNDER THIS AGREEMENT ARE LIMITED TO TERMINATION OF THIS AGREEMENT AND REFUND OF ACTUAL PAYMENTS MADE TO GeoNorth Information Systems, LLC FOR USE OF PRODUCTS AFTER THE DATE THE REQUEST FOR TERMINATION IS RECEIVED BY GeoNorth Information Systems, LLC BASED UPON THE NUMBER OF DAYS REMAINING IN THE ANNUAL LICENSE TERM. GeoNorth Information Systems, LLC's LIABILITY ARISING DIRECTLY OR INDIRECTLY FROM THIS AGREEMENT SHALL NOT IN ANY EVENT EXCEED THE TOTAL LICENSE FEES PAID BY USER TO GeoNorth Information Systems, LLC UNDER THIS AGREEMENT. In no event shall GeoNorth Information Systems, LLC be liable under any claim, demand, or action arising out of or relating to this Agreement for any special, direct, indirect, incidental, special, punitive or consequential damages, or lost profits or revenues, or any other damages, whether or not GeoNorth Information Systems, LLC has been advised or otherwise had reason to know of the possibility of such claim, demand, or action or such damages or lost profits or revenues.

12. Determination of Price. THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT HAS BEEN ENTERED INTO AND THE CONNECT FEE CHARGED FOR USER'S USE OF THE PRODUCTS HAS BEEN DETERMINED IN PART IN RELIANCE UPON THE WARRANTY, REMEDY, AND LIABILITY RESTRICTIONS CONTAINED IN THIS AGREEMENT AND THAT IN THE ABSENCE OF ANY OF SUCH RESTRICTIONS, GeoNorth Information Systems, LLC WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.

13. Termination. This Agreement may be terminated at any time (i) by User upon written notice to GeoNorth Information Systems, LLC or (ii) by GeoNorth Information Systems, LLC upon breach by User of any material term of this Agreement, including the failure of User to pay all or (iii) as to the Public Records Database, failure by User to pay the access fees when due under this Agreement. Upon termination of this Agreement for any reason, User shall immediately cease use of the Interfaces and shall not access the Public Records Database. The obligations of User set forth in Sections 4, 8, 10, 11, 14, 17, and 18 shall survive any termination of this Agreement.

14. Injunctive Relief. User acknowledges that the nature of GeoNorth Information Systems, LLC's proprietary rights in the Interfaces and Public Records Database is such that money damages are not an adequate remedy for the violation of the terms of the Sections 2, 3 and 4 and of this agreement, and that in addition to all other remedies available to GeoNorth Information Systems, LLC, GeoNorth Information Systems, LLC shall have the right to obtain temporary, preliminary, and permanent injunctive relief and specific performance without the posting of bond or other security.

15. Confidentiality of User Information. GeoNorth Information Systems, LLC maintains records of all User's use of the Product, including the date and time of such use, and User queries. GeoNorth Information Systems, LLC may maintain other records relating to User. GeoNorth Information Systems, LLC will maintain the confidentiality of information relating to User unless User agrees to disclosure or as otherwise required by law. In the event GeoNorth Information Systems, LLC receives a subpoena or other government process demanding the release of User information, GeoNorth Information Systems, LLC will provide notice to the User, if GeoNorth Information Systems, LLC may legally or reasonably do so, of the subpoena of other government process. GeoNorth Information Systems, LLC shall have the option to object to disclosure if GeoNorth Information Systems, LLC in its sole descretion chooses to object. If GeoNorth Information Systems, LLC does not object, GeoNorth Information Systems, LLC will comply with the subpeona or other government process unless User reasonably demonstrates that the validity of the subpoena or other government process is being litigated and compliance is not yet mandated.
16. No Assignment. User may not assing its rights nor delegate its duties under this Agreement without the prior written consent of GeoNorth Information Systems, LLC, and any purported assignment or delegation without such consent shall be void. This Agreement shall be binding upon and inure to the benefit of permitted assigns and successors of the parties hereto.

17. Complete Agreement. This Agreement represents the complete, final, and exclusive agreement between the parties, and supersedes any prior understanding or agreement, oral or written, relating to the Products. No amendment, modification, or waiver shall be effective unless in writing signed by both parties.

18. Limitations of Claims Period. FOR ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, A DEMAND FOR ARBITRATION MUST BE SUBMITTED TO THE AAA PURSUANT TO SECTION 19 WITHIN ONE (1) YEAR FROM THE DATE SUCH DISPUTE OR CLAIM FIRST AROSE OR SUCH DISPUTE OR CLAIM IS VOID. This limitations claim period shall not apply to GeoNorth Information Systems, LLC seeking relief under Paragraph 14 of this Agreement.

19. Choice of Law and Dispute Resolution. This Agreement shall be construed under Alaska law, excluding choice of law principles. Any dispute arising out of or relating to this Agreement shall be resolved exclusively by binding arbitration in Anchorage, Alaska before a single arbitrator pursuant to the rules of the American Arbitration Association. Without regard to the foregoing, GeoNorth Information Systems, LLC shall be entitled to temporary, preliminary, and permanent injunctive relief under Paragraph 14 in a court of competent jurisdiction in Anchorage, Alaska.

20. Binding Effect. User's accessing the Public Records Database constitutes User's familiarity with and assent to the terms and conditions of this User Agreement.

21. Validity and Enforceability. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions shall not be affected thereby. Failure of a party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision.

22. Headings. Headings are for convenience only, and shall not be considered substantive parts of this Agreement.