ATTENTION: POLLSTAR DATA AND INFORMATION (“PRODUCT”) IS BEING LICENSED TO YOU, NOT SOLD TO YOU. THIS PRODUCT IS PROVIDED UNDER THE FOLLOWING LICENSE WHICH DEFINES WHAT YOU MAY DO WITH THE PRODUCT AND CONTAINS LIMITATIONS ON WARRANTIES AND/OR REMEDIES. THE PRODUCT CONSISTS OF COPYRIGHTED MATERIAL, TRADE SECRETS AND OTHER INTELLECTUAL PROPERTY BELONGING TO, OR LICENSED FROM THIRD PARTIES BY, OVG MEDIA & CONFERENCES LLC, A DELAWARE LIMITED LIABILITY COMPANY, DBA POLLSTAR (“LICENSOR”).

IMPORTANT: CAREFULLY READ THIS AGREEMENT BEFORE USING THIS PRODUCT. ACCESSING OR OTHERWISE USING THIS PRODUCT INDICATES YOUR ACKNOWLEDGMENT THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ITS TERMS. THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED BELOW.

ARTICLE I: LICENSE; RESTRICTIONS

1.1 License. You are granted a personal, non-exclusive, non-transferable and limited license to use the Product under the terms and conditions set forth in this Agreement, unless this Agreement is terminated as hereinafter provided.

1.2 Ownership. Except for the limited license granted in this Agreement, the Product and all related intellectual property rights are and will remain the exclusive property of Licensor and its licensors. Except as required by law, you agree not to disclose or make available the Product to any third party or use it other than in accordance with the terms of this Agreement. No right, title or interest in or to any trademark, service mark, logo or trade name of Licensor or its licensors is granted under this Agreement.

1.3 Restrictions. The Product is licensed to you for your own internal business purposes only. You may not sell, lease, lend or allow time-sharing use of the Product, nor use the Product or any portion thereof in any product or service. You may copy the Product for your own inactive back-up or archival purposes only. You may not modify or create derivative works of the Product, except for the purpose of summaries & analysis. You may not distribute the Product. You may not transfer or make available the Product to any third party, unless specified in this agreement. You agree not to remove, alter or obscure any copyright, trademark, and related proprietary notices included on or in the Product and to duplicate the same on all copies thereof. The license herein granted may be further limited by additional restrictions specified in any applicable purchase orders, invoices and similar documentation executed between you and Licensor with respect to the Product.

ARTICLE II: LICENSE FEE

For the License granted herein, Licensee covenants and agrees to pay Licensor the agreed upon license fee.

ARTICLE III: LIMITED WARRANTY; LIABILITY LIMITATIONS

3.1 LIMITED WARRANTY. Licensor hereby warrants that for a period of thirty (30) days (or longer to the extent required under applicable laws) from the date of delivery of the Product to you, the media containing the Product shall be free from defects in materials and workmanship under normal use. The exclusive remedy for the failure of the Product in any regard shall be the return of the Product to Licensor with a written notification of any defect(s) within thirty (30) days from the date of delivery of the Product to you. Licensor shall then provide you with a replacement Product in the event of data corruption or omissions. Prior to the issuance of replacement Product, Licensor warrants that no copies of the Product have been made. This warranty does not cover material that has been lost, stolen, damaged accidentally or intentionally, misused or any unauthorized modification.

3.2 WARRANTY DISCLAIMER. YOU ARE RESPONSIBLE FOR THE ENTIRE RISK WITH RESPECT TO THE QUALITY AND PERFORMANCE OF THE PRODUCT. EXCEPT FOR THE EXPRESS WARRANTY ABOVE, THE PRODUCT IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED. TO THE EXTENT PERMITTED BY LAW, LICENSOR MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS WHATSOEVER, WHETHER EXPRESS OR IMPLIED, RESPECTING THE PRODUCT AND SPECIFICALLY DISCLAIMS (A) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) THAT THE PRODUCT OR ITS USE WILL BE FREE FROM INFRINGEMENT; (C) THAT THE PRODUCT IS ERROR FREE; AND (D) THAT PRODUCT ERRORS (IF ANY) SHALL BE CORRECTED.

3.3 THIRD PARTY INTERFACES. The Product may include the ability to electronically interface with one or more third party products and services. You acknowledge and agree that (a) such third party products and services are not part of the Product, (b) Licensor makes no warranties and representations of any kind with respect to such third party products and services, and (c) you assume all risks of loss arising from the use of such third party products and services.

3.4 LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY LAW, LICENSOR WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR DAMAGES SUFFERED IN CONNECTION WITH THE PRODUCT OR THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING TORT). IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWSOEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE PRODUCT, EVEN IF LICENSOR HAS BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, OR THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU; HOWEVER, IN THE EVENT THAT THE FOREGOING LIMITATIONS AND EXCLUSIONS ARE HELD TO BE INEFFECTIVE, IN NO EVENT SHALL THE TOTAL LIABILITY OF LICENSOR TO YOU EXCEED THE LICENSE FEE PAID FOR THE PRODUCT. YOU AGREE TO DEFEND AND INDEMNIFY LICENSOR AND ITS LICENSORS FROM AND AGAINST ANY DAMAGES, COSTS, LIABILITIES, SETTLEMENT AMOUNTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES) INCURRED IN CONNECTION WITH ANY CLAIM, LAWSUIT OR ACTION BY ANY THIRD PARTY THAT ARISES OR RESULTS FROM YOUR USE OF THE PRODUCT.

ARTICLE IV: TERM AND TERMINATION

4.1 Term. The Term of this Agreement shall commence upon the earliest of (i) the date agreed to by you, (ii) your purchase of the Product and (iii) your first use of or access to the Product. The rights licensed to you under this Agreement will automatically terminate without requirement of notice or other action by Licensor if you fail to comply with any term or condition hereof.

4.2 Effect of Termination. Except as maintained for inactive back-up or archival purposes only, upon termination, you will immediately destroy all copies of the Product and any part thereof in your possession or control. Termination for any reason shall not relieve any obligation hereunder incurred prior to termination. In addition, upon termination, Licensor shall have no obligation to refund to you any fees paid, and you hereby unconditionally waive any and all refund claims. Furthermore, the obligations, which by their nature extend beyond the expiration or termination of this Agreement, shall survive the expiration or termination of this Agreement.

ARTICLE V: ASSIGNMENT

You may not assign, sublicense or otherwise transfer this Agreement or any rights hereunder without obtaining prior written consent from Licensor, which consent may be withheld for any reason.  Any attempted assignment, sublicense or transfer of this Agreement or any of the rights granted hereunder by you, without Licensor’s prior written consent, shall be a breach of this Agreement and shall be void and without effect.

ARTICLE VI: BINDING ARBITRATION AND CLASS ACTION WAIVER

6.1 Initial Dispute Resolution. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.

6.2 Binding Arbitration. If the parties do not reach an agreed upon solution within a period of 30 days from the time informal dispute resolution is pursued pursuant to the paragraph above, then either party may initiate binding arbitration as the sole means to formally resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to this Agreement (including its interpretation, formation, performance and breach), the parties’ relationship with each other and/or your use of the Product shall be finally settled by binding arbitration administered by JAMS in accordance with the provisions of its Comprehensive Arbitration Rules or Streamlined Arbitrations Rules, as appropriate, excluding any rules or procedures governing or permitting class actions. This arbitration provision is made pursuant to a transaction involving interstate commerce, and the Federal Arbitration Act shall apply to the interpretation, applicability, enforceability and formation of this Agreement notwithstanding any other choice of law provision contained in this Agreement. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement, including without limitation any claim that all or any part of this Agreement is void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

The JAMS Rules governing the arbitration may be accessed at http://www.jamsadr.com/ or by calling JAMS at (800) 352-5267. Your arbitration fees and your share of arbitrator compensation shall be governed by the JAMS Comprehensive Arbitration Rules, but shall not incorporate the JAMS Class Action Procedures, and, to the extent applicable, the Consumer Minimum Standards, including the then-current limit on arbitration filing fees. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, Licensor will pay the additional cost. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

6.3 Location. If you are a resident of the United States, arbitration will take place at any reasonable location within the United States convenient for you. For residents outside the United States, arbitration shall be initiated in Los Angeles County, California, and you and Licensor agree to submit to the personal jurisdiction of any federal or state court in Los Angeles County, California, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

6.4 Class Action Waiver. The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND LICENSOR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

6.5 Exception—Litigation of Intellectual Property and Small Claims Court Claims.  Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring an action in state or federal court that only asserts claims for patent infringement or invalidity, copyright infringement, moral rights violations, trademark infringement, and/or trade secret misappropriation, but not, for clarity, claims related to the license granted to you for the Product under this Agreement. Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

6.6 30 Day Right to Opt Out.  You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in the “Binding Arbitration”, “Location”, and “Class Action Waiver” paragraphs above by sending written notice of your decision to opt-out to the following address: Pollstar, 11755 Wilshire Blvd., Suite 900, Los Angeles, CA 90025, Attn: Legal. The notice must be sent within 30 days of purchasing the Product (or if no purchase was made, then within 30 days of the date on which you first access or use the Product and agree to these terms); otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, Licensor also will not be bound by them.

ARTICLE VII: GENERAL PROVISIONS

7.1 Entire Agreement. This Agreement constitutes the entire agreement between you and Licensor, and supersedes any and all prior written or oral agreements, understandings and representations pertaining to the subject matter hereof. This Agreement may not be modified except by a separate writing signed by both parties. If any provision hereof is found unlawful, void or unenforceable, that provision shall be enforced to the extent permissible, and the other provisions shall remain in effect.

7.2 Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law principles. The United Nations Convention on Contracts for the Sale of Goods shall not apply. Jurisdiction for litigation of any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach thereof, that are subject to exceptions to the arbitration agreement described above shall be only in the Federal or the State Court with competent jurisdiction located in Los Angeles County, California, and you hereby irrevocably agree to the personal jurisdiction of such courts.