Microquest Corporation ("MICROQUEST") and the licensed user of Microquest Online ("Customer") agree that MICROQUEST shall make available to Customer services subject to this Subscription Agreement ("Agreement"). Services may include, but are not limited to business information and financial data supplied by MICROQUEST.

1.1 MICROQUEST grants to Customer a non-exclusive, non-transferable license ("License") to use and display this Information subject to the limitations contained in this Agreement. MICROQUEST retains all ownership rights (including copyrights and other intellectual property rights) in the Services, in any form, and Customer obtains only such rights as are explicitly granted in this Agreement.

1.2 Each license is for a term of twelve (12) months, beginning on the effective date, unless another term is specified. The Service is available only for the number of users identified and described in the License Agreement ("Authorized Users") and may not be shared with other persons or entities. An Authorized User is authorized by Customer to access the Services during the term of this Agreement and according to the terms of the License Agreement, either online via Microquest Online or after the Information has been downloaded in accordance with the terms of this Agreement. Microquest reserves the right to deny access to any and all users in excess of the number of Authorized Users specified in the License Agreement.

2.1 The Services are licensed for Customer's internal use as a research tool only and subject to any restrictions set forth in the License Agreement. Customer will not provide Information, or other Services to third parties.

2.2 Customer will not copy, download, or in any other way reproduce or distribute Information except for its intended use as research. The database, and specifically the names, titles, company descriptions, email addresses or any other fields of data may not be extracted in any combination, however limited, for the purpose of creating or adding to another database that is used in any way as part of a commercial product, publication or service. 

2.3 MICROQUEST reserves the right to monitor Customer's use of the Service to ensure compliance with this Agreement and prevent fraudulent use. Customer may not make available a user name and password to a party that is not an Authorized User. Systematic access or extraction of content from the Service, including, but not limited to, the use of "bots" or "spiders," is prohibited. If such monitoring indicates you are not in compliance with this Agreement or if fraudulent activity is suspected, MICROQUEST reserves the right to take such action as it deems necessary, including, but not limited to, suspension or termination of the account.

3.1 Customer will pay MICROQUEST in accordance with the License Agreement. Prices and product descriptions are those set forth in the License Agreement. A late payment charge of the lesser of 1½% per month or the highest lawful rate may be applied to any outstanding balances until paid.

3.2 Customer will pay any applicable taxes relating to this Agreement, other than taxes based on MICROQUEST income and franchise - related taxes.

4.1 Though MICROQUEST and its affiliates use extensive procedures to keep its database current and to promote data accuracy, Customer acknowledges that the Information will contain a degree of error.

4.2 ALL SERVICES AND INFORMATION ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, MICROQUEST DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. MICROQUEST DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE AND DISCLAIMS ANY WARRANTY OR REPRESENTATION REGARDING AVAILABILITY OF A SERVICE, SERVICE LEVELS OR PERFORMANCE. MICROQUEST WILL NOT BE LIABLE FOR ANY LOSS OR INJURY ARISING OUT OF, IN WHOLE OR IN PART, MICROQUEST CONDUCT IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING OR DELIVERING SERVICES OR INFORMATION.

5.1 Information is proprietary, copyrighted works of MICROQUEST and comprises: (i) works of original authorship, including compiled Information; (ii) trade secret and other confidential information, including information that derives value or potential value from not being readily known or available; and (iii) information that has been created, developed and maintained by MICROQUEST at great expense, such that misappropriation or unauthorized use by others for commercial gain would unfairly and/or irreparably harm MICROQUEST or reduce its incentive to create, develop and maintain such information. Customer will reproduce MICROQUEST's copyright and proprietary rights legend on all copies of Information.

5.2 Customer shall not disclose the negotiated pricing or terms of this Agreement, or any License, to any third party.

5.3 MICROQUEST represents and warrants to Customer that, to MICROQUEST's knowledge, the Information, when used in accordance with this Agreement, does not violate any existing, U.S. copyrights, patents, trademarks, or other intellectual property rights of any third party, as of the effective date of the applicable License. The foregoing warranty does not apply to the extent Customer modifies the Information in any way or combines the Information with material from third parties.

5.4 Customer shall implement and maintain security measures with respect to the Information in Customer's possession that effectively restrict access to Information only to Authorized Users and protect Information from unauthorized use, publication and distribution. 

6.1 In the event of material breach of paragraph 1, 2 or 5, the non-breaching party may immediately terminate, or MICROQUEST may suspend Services under, the applicable Licenses without prior notice. In the event of material breach of any other part of this Agreement by Customer or MICROQUEST, the non-breaching party may terminate this Agreement or particular Licenses if such breach is not cured within thirty (30) days of written notice of breach.

6.2 The provisions set forth in paragraphs 2, 3, 4, 5, 6.2, 7 and 8 will survive the termination of this Agreement.

7.1 AGGREGATE LIABILITY WITH RESPECT TO A PARTICULAR LICENSE, FOR CUSTOMER, WILL NOT EXCEED THE AGGREGATE AMOUNT PAYABLE BY CUSTOMER TO MICROQUEST PURSUANT TO SUCH LICENSE, OR, FOR MICROQUEST, THE AGGREGATE AMOUNT PAID TO MICROQUEST BY CUSTOMER PURSUANT TO SUCH LICENSE. ANY CLAIMS WILL BE BROUGHT, IN ACCORDANCE WITH THIS AGREEMENT, WITHIN 12 MONTHS OF THE FIRST OCCURRENCE GIVING RISE TO SUCH CLAIMS, OR SUCH CLAIMS WILL BE FOREVER BARRED.

7.2 MICROQUEST SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.1 This Agreement is governed by and construed in accordance with the laws of the State of California, without regard to choice of law provisions. Any disputes arising out of this Agreement that cannot be resolved by the parties will be brought in state or federal court located in San Francisco, California.

8.2 Customer will pay all costs and expenses, including reasonable attorneys' fees, that MICROQUEST incurs in any action to enforce Customer's obligations under this Agreement.

9.1 All prior agreements, both oral and written, between the parties on the matters contained in this Agreement are expressly cancelled and superseded by this Agreement. In no event shall any terms or conditions included on any form of Customer purchase License apply to the relationship between MICROQUEST and Customer hereunder, unless such terms are expressly agreed to by the parties in writing. Any amendments of or waivers relating to this Agreement or any License must be in writing signed by both parties.

9.2 This Agreement binds and inures to the benefit of the parties and their successors and permitted assigns, except that neither party may assign this Agreement without the prior written consent of the other party; however, MICROQUEST may assign the Agreement to an affiliate or in connection with a merger or consolidation involving MICROQUEST (so long as the assignment is to the newly merged or consolidated entity) or the sale of substantially all of MICROQUEST assets (so long as the assignment is to the acquirer of such assets).

9.3Your use of the information must in all cases comply with all applicable laws and regulations.

The highly specialized nature of MICROQUEST information requires that short-term access to the database is priced at the standard 12-month License rate. The 12-month License period is offered as a courtesy and convenience to Microquest’s Customers, however, a one-day or part of one-day License is not discounted in any form and requires payment in full at the rate described as a 12-month License. Microquest accounts are non-cancelable/non-refundable after activation.