Restaurantdata®.com TERMS AND CONDITIONS OF DIRECTORIES CLIENT LICENSE, USAGE AND SERVICE: Users may not transfer, re-sell, re-distribute or distribute directory information outside of internal company subscribed usage. Once signed and submitted there is no cancellation for the life of the agreement. Terms and Conditions. Annual pricing increases are locked in at 6%. Please make special note that Restaurantdata®.com has installed sophisticated internal tracking mechanisms and is continually monitoring subscriber’s usage for no other reasons except as stated in the following sentence. We have created statements of the user license particularly because we gather some information from our visitors, users, and customers, which we use solely for internal purposes to monitor compliance with our use restrictions and to improve our product and service offerings. We further intend to explain the responsibilities of all customers, users, and visitors of this website. The privacy of our visitors, users and customers is of the utmost importance to us, and we do not disseminate any information about our users, including any information contained in this agreement or received through our monitoring activities, to any third parties. Permitted Use: Subject to the terms of this Agreement, and the payment of all applicable Subscription Fees, and solely for Customer’s internal business purposes, during the term of this Agreement, Permitted Users may access and use the Platform: (a) to view the information in the Database; and (b) to download and print selected information from the Database that Provider, in its sole discretion, makes available for download (“Reports”). Reports: Subject to and conditioned on Customer’s payment of Subscription Fees and compliance with this Agreement, Provider hereby grants Customer a non-exclusive, non-transferable right to access and use the Reports during the Term, in all cases solely for: (a) Customer’s internal business purposes; (b) to use portions, but not the entirety, of the information contained in a Report for inclusion in Customer’s original marketing materials; or (c) for any other purpose that Provider consents to in writing. For the avoidance of doubt, neither Customer nor its Permitted Users may publish or make public the entirety of a Report. Except as expressly provided herein, Customer may only share a Report or portions of a Report with Permitted Users and Customer’s consultants that are under confidentiality obligations like those contained in this Agreement provided that the consultant is not a direct competitor of Restaurantdata®.com Licensed Information: To the extent provided in an applicable Customer’s Product Order, Provider shall make available to Customer certain lead information or other third party data products (collectively “Licensed Information”). Subject to compliance with this Agreement, Provider hereby grants Customer a non-exclusive, non-transferable license to use the Licensed Information during the Term solely for Customer’s business purposes; provided, however, that no Licensed Information shall be sold, sublicensed, offer for sale, or transferred to a third party. Customer’s use of the Licensed Information shall comply with Customer’s privacy policies, all applicable privacy and marketing laws, and all principles and/or best practices of the Digital Advertising Alliance. Prohibited Use: Customer shall not use the Platform, Licensed Information, or any Report for any purposes beyond the scope of the access granted in this Agreement. In no event shall Customer: (a) access or use the Platform, Licensed Information, or any Report if it is a direct or indirect competitor of Provider; (b) provide any portion of the Platform, Licensed Information, or any Report to any entity or person which Customer knows or reasonably should have known is a competitor of Provider; (c) allow anyone other than a Permitted User to access or use any portion of the Platform; (d) distribute, sublicense, transfer, sell, offer for sale, or disclose any portion of the Platform or any Report to any third party; (e) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform or any Report; (f) use any portion of the Platform, Licensed Information, or any Report in a manner that would violate any third party’s intellectual property rights or U.S., international, state, or local law or regulation that may be applicable; (g) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part; (h) remove any proprietary notices from the Platform or any Report; (i) attempt to test, scan, probe, or hack the Platform or any underlying software, servers, or networks or breach the security, authentication, or encryption measures; (j) attempt to interfere with the Platform by overloading, flooding, or causing a denial of service to Customer or third parties; (k) use or attempt to use any engine, software, tool, agent, or other device or apparatus, method, or mechanism (including without limitation browsers, spiders, robots, or intelligent agents) to scrape or collect data from the Platform through manual or automated means, including in any manner inconsistent with the use of a single Permitted User. Customer shall pay Provider the fees as set forth in an applicable Product Order (“Subscription Fees”). Unless otherwise stated in an applicable Product Order, Customer shall pay all Subscription Fees up front—either upon the execution of this Agreement, or upon any renewal date of Product Order, thereafter. All Subscription Fees are non- refundable and non-cancellable. Annual subscription fees shall increase by six (6%) percent of the amount paid in the previous year. This Agreement shall continue in full force and effect commencing on the Effective Date and continuing for the duration of the Product Order unless a Party hereto provides written notice of termination pursuant to the Product Order or this Agreement within 60 days of the renewal date. Product Order Upon termination of this Agreement, Customer may no longer access or use any portion of Provider Intellectual Property (defined below) in any manner, and Provider shall have no further obligation to Customer. Within thirty (30) days after the expiration or termination of this Agreement, Customer will permanently delete or destroy all portions of Provider Intellectual Property in its possession, custody, or control and, upon request, provide Provider with written confirmation of the same unless the client has a relationship with the company/person(s). Ownership: This Agreement is a subscription agreement and not an agreement for sale. Customer acknowledges that Provider and its licensors have and shall retain exclusive ownership of all proprietary rights to the Platform, Licensed Information, and Reports, including but not limited to the content, layout, functions, features, code, appearance, patents, copyrights, derivative works thereof, trademarks, trade secrets, and other proprietary rights that form a part of, or are otherwise related to, the Platform and the interface (collectively, the “Provider Intellectual Property”), throughout the world regardless of whether any such rights arise under the laws of the United States of America or any other state, country or jurisdiction, and all derivative works thereof. Customer does not and will not have any ownership rights in the Provider Intellectual Property or any part thereof, nor will it challenge Provider’s rights in and to the same. If Customer or any of its Permitted Users sends or transmits any communications or materials to Provider suggesting or recommending changes to the Provider Intellectual Property, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Provider is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Provider on Customer’s behalf, and on behalf of its Permitted Users, all right, title, and interest in, and Provider is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback. LIMITATION OF LIABILTY: EXCEPT WITH RESPECT TO ANY VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY, NOR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, PARTNERS, SUCCESSORS, AND PERMITTED ASSIGNS, SHALL BE LIABLE TO THE OTHER PARTY, WHETHER BASED UPON CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, WARRANTY, STRICT LIABILITY, OR OTHERWISE, FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE PLATFORM OR REPORTS OR THE INTERRUPTION OF THE PLATFORM, INCLUDING WITHOUT LIMITATION, COSTS OF DELAY, INACCURACY OF DATA, LOSS OF DATA, LOSS OF REVENUE OR ANTICIPATED PROFITS OR BUSINESS OR SALES INTERRUPTION, EVEN IF PROVIDER, OR A REPRESENTATIVE THEREOF, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER’S MAXIMUM LIABILITY UNDER THIS AGREEMENT SHALL BE THE AMOUNTS PAID TO PROVIDER FROM CUSTOMER UNDER THIS AGREEMENT FOR SIX (6) MONTHS’ WORTH OF SUBSCRIPTION FEES. NOTHWITHSTANDING THE FOREGOING, IN THE EVENT PROVIDER GIVES ACCESS CUSTOMER ACCESS TO THE PLATFORM FREE OF CHARGE, PROVIDER’S LIABILITY TO CUSTOMER WILL NOT EXCEED ONE HUNDRED DOLLARS ($100). NO WARRANTIES: THE PLATFORM, LICENSED INFORMATION, AND REPORTS ARE BEING PROVIDED “AS IS” AND PROVIDER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER. PROVIDER EXPLICITLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, UNINTERRUPTED SERVICE, SECURITY, COMPLETENESS AND ACCURACY. MOREOVER, CUSTOMER’S USE OF THE PLATFORM, LICENSED INFORMATION, AND REPORTS IS AT CUSTOMER’S OWN RISK. FURTHERMORE, THERE IS NO WARRANTY THAT THE PLATFORM, LICENSED INFORMATION, OR REPORTS WILL OPERATE IN COMBINATION WITH OTHER SOFTWARE OR SERVICES OR PROVIDE THE RESULTS DESIRED. Assignment: This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their successors in interest and permitted assigns, except that neither this Agreement nor obligations hereunder shall be assigned or transferred by Customer without the prior consent of Provider. Provider may assign this Agreement at any time without Customer’s consent. Mutual Indemnification: Customer and provider agree to indemnify, defend and hold Provider, its officers, directors, employees, shareholders, agents, partners, successors and permitted assigns, harmless from and against any and all actual or threatened third party claims, liabilities, demands, causes of action, damages, losses and expenses, including, without limitation, reasonable attorneys’ fees and costs of suit (collectively “Claims”), arising out of or in connection with Customer’s (including its employees, agents and contractors) breach or alleged breach of any representation, warranty or obligation of this Agreement. Customer’s indemnity obligation is subject to the following conditions: (a) Provider must give Customer prompt written notice of a Claim; (b) Customer must have exclusive control of the defense of the Claim; and (c) Provider must cooperate in the defense of the Claim and provide all information in their possession or control that may be requested by Customer, at Customer’s expense. Governing Law/Remedies: This Agreement and all disputes, claims, actions, suits or other proceedings arising hereunder shall be governed by, and construed in accordance with, the substantive law of the State of New York without giving effect to the conflict of law principles thereof. Customer shall not bring any action or proceeding based on this Agreement more than one (1) year after the cause of action occurs. Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be brought in the federal or state courts of White Plains, New York and Customer irrevocably consents to the exercise of personal jurisdiction over Customer by such courts and waives any right to plead, claim or allege that New York is an inconvenient forum. Miscellaneous: This Agreement may only be amended in a writing designated as such and signed by both Parties. If any provision of this Agreement is held unenforceable or invalid, the remaining provisions shall nevertheless be binding upon the respective Parties hereto with the same effect as though the invalid or unenforceable provision was deleted. If any terms of this Agreement conflict with a Product Order, then this Agreement shall govern. No delay by a Party in the enforcement of, or failure to enforce, any provision or right hereunder shall operate as a waiver of such right. Please be advised that we post this statement to aid in your understanding of our business. By interacting with our Site, all visitors, users, and customers consent to the terms of this agreement (which supersedes any conflicting statements on our Site). Users may not transfer, re-sell, re-distribute or distribute directory information outside of internal company usage by the company party to this agreement. Users and customers acknowledge that they may be monitored by the Provider as described above when using this Site so that the Provider may protect company assets and information. The Provider may employ outside companies to assist in this process. Should the Provider become aware of misuse of the company’s Data or Service, the Provider may report the misuser to the proper government authorities and the Provider may exercise any and all of its rights. For the purposes of this Privacy Statement, “misuse” means: (1) failing to comply with all laws and government regulations concerning the use and application of the Data and Service; (2) using the service in an unreasonable, inappropriate, offensive, or unethical manner. Scraping, usage of copy/paste tools or excessive screen shots of data is not allowed, is regularly monitored, and can cause suspension of accounts. By accessing the Site, all Users and customers consent to being monitored by the Provider while using the Site.