MaxMind End-user License Agreement

MaxMind End-User License version 2.3, August 21, 2014

By clicking on the words "I Agree" below, you agree that your use of the MaxMind products and services (collectively, the "Services") is subject to the terms and conditions set forth in this MaxMind End User License Agreement (this "Agreement").

MaxMind, Inc. ("MaxMind") provides a line of database services and products that provide geographic information and other data associated with specific Internet protocol addresses (each a "GeoIP Database" and collectively the "GeoIP Databases"). The data available through the GeoIP Databases is referred to in this Agreement as the "GeoIP Data". The GeoIP Databases are accessible via the MaxMind website, www.maxmind.com (the "Website"). All references to the Services in this Agreement include the GeoIP Databases and the GeoIP Data.

ADDITIONAL POLICIES.

The following policies are incorporated into this Agreement by reference and provide additional terms and conditions related to the use of the Website as well as specific services and products provided by MaxMind:

This Agreement controls in the event of any conflict with the above-referenced policies.

DEFINITIONS.

(a) "Geolocation Functionality" includes, but is not limited to, the distribution of content based on geographic location, any ability to view the GeoIP Data, any ability to view or access graphical or textual representations of the GeoIP data, and any ability to initiate queries to the GeoIP Databases directly or via a licensee product.

(b) "Web Services" include the minFraud Services and the GeoIP2 Precision Services. Other current Web Services offered by MaxMind are posted at http://www.maxmind.com/en/geoip2-precision-services.

LIMITED GRANT OF RIGHTS.

In accordance with the terms of this Agreement, MaxMind hereby grants you a non-exclusive, non-transferable, limited license to access and use the Services for your own internal Restricted Business purposes. Restricted Business purposes are limited to customizing website content, fraud prevention, geographic reporting, and similar business purposes. You agree to use the Services and products only in a manner that is consistent with applicable laws.

RESTRICTIONS ON USE.

Except as expressly permitted in this Agreement, you may not, nor may you permit others to:

(a) copy any portion of the Services except as reasonably required for using the Services as permitted hereunder;

(b) allow anyone other than yourself or your employees to access the Services, or any portion thereof, without MaxMind's express written permission;

(c) use the Services to develop a database, infobase, online or similar database service, or other information resource in any media (print, electronic, or otherwise, now existing or developed in the future) for sale to, distribution to, display to, or use by others;

(d) create compilations or derivative works of the Services;

(e) use the Services in any manner that is beyond the scope of the rights granted in this Agreement;

(f) store in a retrieval system accessible to the public, transfer, publish, distribute, display to others, broadcast, sell, or sublicense the Services, or any portion thereof;

(g) remove or obscure any copyright notice or other notice or terms of use contained in the Services;

(h) use the Services to create or otherwise support the transmission of unsolicited, commercial email;

(i) remove, disable, avoid, circumvent, or defeat any functionality in the Services designed to limit or control access to or use of the Services;

(j) except for your use of the Web Services, use the Services to provide Geolocation Functionality for applications or products accessible to anyone other than you or your employees; or

(k) use, copy or otherwise access any portion of the Services for which you have not made payment to MaxMind (If for any reason, you access such Services, these terms and conditions apply to your use of such data and you agree to pay all applicable charges).

In addition, the parties understand and agree that MaxMind is not a consumer reporting agency as defined by the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq. ("FCRA"), and that the Services do not constitute "consumer reports" as defined in the FCRA. You understand that any information you provide to MaxMind in order to use the Services has not been collected by MaxMind for credit purposes and is not intended to be indicative of any consumer's credit worthiness, credit standing, credit capacity, or other characteristics listed in Section 603(d) of the FCRA. You agree that you will not use the Services to determine any consumer's eligibility for any product or service to be used by a consumer for personal, family, or household purposes. You also agree that you will not use the Services or any information received through the Services in whole or in part (i) as a factor in establishing a consumer's eligibility for credit, (ii) as a factor in establishing a consumer's eligibility for insurance, (iii) for employment purposes, (iv) in connection with a determination of an individual's eligibility for a license or other benefit granted by a governmental authority, or (v) in connection with any permissible purpose as defined by the FCRA. Any use of the Services by you in violation of this paragraph shall also constitute an unacceptable use.

OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS.

You acknowledge and agree that MaxMind's trade secrets include, but are not necessarily limited to, the Services. You further acknowledge and agree that (a) all intellectual property rights including copyrights, moral rights, trademarks, trade secrets, and proprietary rights to the Services are exclusively owned by MaxMind and (b) you obtain no right, title, or interest therein. You hereby assign to MaxMind all copyrights, intellectual property rights, and any other proprietary or property rights or interests in and to any work created in violation of this Agreement.

MaxMind's successful maintenance and operation of the Services require that it store, retain, and utilize data that is submitted to it by customers who use the Services. Accordingly, and to the extent that any data submitted to MaxMind by you is protectable by copyright, moral rights, or any similar intellectual property laws in any jurisdiction, you hereby assign and agree to assign to MaxMind all right, title, and interest in and to such data and/or the aggregated product of such data. To the extent that you are legally or contractually unable to assign the foregoing rights of ownership, then you hereby grant to MaxMind a fully paid-up, worldwide, perpetual, irrevocable license to use, copy, distribute, make derivative works, and otherwise commercially exploit all such data in connection with MaxMind's business. Notwithstanding the foregoing, MaxMind shall comply with the terms of its own Privacy Policy in place at the time of submission of any data to MaxMind.

DATA PRIVACY.

MaxMind requires, and you hereby warrant and represent, that any data submitted to MaxMind during or in connection with your use of the Services, has not been collected, stored, and transferred to MaxMind in violation of any law, regulation, or contractual obligation applicable to you. You shall cause each end user to consent prior to the collection of data in a manner consistent with applicable law. You shall make the terms of any such form or other agreement with each end user at least as protective of MaxMind as the terms of this Agreement (the "Mandatory Terms"). If you make any claim, representation or warranty regarding the Services that is different from or in addition to those set forth in this Agreement, you shall be solely and exclusively responsible for such claim, representation or warranty to the extent such representation or warranty differs from those herein and MaxMind shall have no liability for any such claim, representation or warranty. As between MaxMind and you, you are responsible for all acts and omissions of your end users in connection with their use of the Services, and you will reasonably cooperate with MaxMind in connection with any prohibited activities of any end user in connection with the Services. You will promptly notify MaxMind if you become aware of any such prohibited activities. To the extent you provide personally identifying information of end users to MaxMind, its affiliates, or any of their respective officers, directors, shareholders, employees, licensees, agents, successors or assignees, that personally identifying information may be stored and processed in the United States or other countries in which MaxMind or its affiliates maintain facilities. By using the Services, you consent to the transfer of such information outside of the country in which you provide the information, and acknowledge that you provided any required notice to, and obtained any required consent from, end users for such transfer and for the use of MaxMind cookies, flash tokens, HTML5, other technologies, and/or unique identifiers employed to identify an end user's device. MaxMind abides by the United States - European Union and United States - Switzerland Safe Harbor Frameworks as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal data from the European Union. Without limiting the foregoing, if you are a person or entity in the European Economic Area (the "EEA") or Switzerland, or if you collect or transfer to us data pertaining to persons in such locations, you hereby represent and warrant that any transmission of data from you to MaxMind is fully compliant with the EU Directive 96/46/EC, as transposed in relevant national law, or applicable successor legislation and/or the Swiss Federal Act on Data Protection (the "FADP"), including but not limited to your compliance with any notice requirements applicable to your sharing of data with MaxMind. For the avoidance of doubt, and without limiting the foregoing, if you are domiciled within the EEA or Switzerland or if you collect and transfer data pertaining to persons in such jurisdictions, and you transfer to MaxMind any data pertaining to individuals residing within the EEA or Switzerland, you represent and warrant that, if required by law, you have notified such individuals of such transfer and of all of the intended uses of such data by MaxMind on your behalf, as set forth in MaxMind's then current Privacy Policy. You shall inform MaxMind if you require additional contractual data privacy safeguards to use the Services in Canada, Australia, or other jurisdictions outside the EU and Switzerland.

INDEMNIFICATION.

You agree to defend, indemnify, and hold MaxMind harmless with respect to any claims, damages, awards, or assessments resulting in whole or in part from your breach of any representation or warranty made under this Agreement.

FEES.

MaxMind's current fee schedule for using the Services is posted on the Website (url: http://www.maxmind.com). You are responsible for paying all fees associated with your use of the Services. Unless MaxMind implements special billing arrangements for your account, payment for all services is due in advance.

SPECIAL BILLING ARRANGEMENTS FOR WEB SERVICES.

In some circumstances in which customers have reached or agreed to a certain consistent level of monthly service usage for Web Services, MaxMind may extend special billing arrangements allowing the customer to pay for the Web Service in arrears (i.e., retroactively) on a monthly or quarterly basis. You may request special billing arrangements for a Web Service at any time. If MaxMind chooses to extend a special billing arrangement to you, which decision shall be made in MaxMind's sole discretion, MaxMind shall provide you with written notice of the extension of special billing arrangements along with the billing arrangement payment schedule. If any fee payment is not received by MaxMind within five (5) business days of the due date, you shall be obligated to pay late charges on the unpaid amount from the due date in an amount equal to the lesser of (i) one percent (1%) per month, or (ii) the maximum amount permitted by applicable law, calculated on a daily basis. If you fail to make fee payments in accordance with the special billing arrangement, you shall pay to MaxMind all of MaxMind's costs and expenses, including legal costs and reasonable attorneys' fees, incurred by MaxMind in collecting any fee payments due.

APPLICATION PROGRAM INTERFACES (APIs)

Upon your request, MaxMind may facilitate your access to certain application program interfaces ("APIs") for use with the Services. Some APIs may have been developed by third parties. MaxMind and you acknowledge that the APIs are not Services as defined in this Agreement and that MaxMind does not provide any warranties for the APIs. Any copying, implementation, or other use of any APIs provided to you by MaxMind is subject to the license terms distributed with such APIs or their associated software or documentation.

CHANGES TO THE AGREEMENT/TERMINATION.

(a) MaxMind may amend this Agreement at any time. Any such amendment(s) shall be binding and effective upon the earlier of (i) the date that is thirty (30) days after posting of the amended Agreement on the Website or (ii) the date that MaxMind provides notice to you of the amended Agreement, except that changes to charges and payment terms may be made only upon 30 days' prior written notice to you. You may immediately terminate this Agreement upon written notice to MaxMind if a change is unacceptable to you. Your continued use of the Services following notice to you of a change shall constitute your acceptance of the change.

(b) If you find it convenient to employ your standard form(s) of purchase order or similar form in administering the terms of this Agreement, you may do so, but none of the terms and/or conditions printed or otherwise appearing or referenced on such form will be applicable to or shall modify or change your rights or obligations hereunder except for those terms and conditions concerning specific details with respect to matters such as date, location, and quantity provided that such terms and conditions are not inconsistent with the terms and conditions set forth in this Agreement. MaxMind reserves the right to reject any purchase order or similar form which, in MaxMind's reasonable judgment, creates any ambiguity concerning which terms are applicable to this Agreement.

(c) This Agreement shall terminate immediately if, within the reasonable judgment of MaxMind, you materially breach any material term or condition of this Agreement and fail to remedy the breach within ten (10) days of receipt of written notice thereof stating MaxMind's intent to terminate upon non-cure of the breach. Your failure to comply with the Restrictions on Use is a breach of a material term of this Agreement.

NO CONSEQUENTIAL DAMAGES/LIMITATION ON LIABILITY.

Under no circumstances, including negligence, shall MaxMind or any related party or supplier be liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, or data, that are directly or indirectly related to the use of or the inability to access and use the Services, whether in an action in contract, tort, product liability, strict liability, statute, or otherwise even if MaxMind has been advised of the possibility of those damages. The total liability of MaxMind, in connection with a loss or damages arising hereunder (an "Occurrence") is limited to the amount of fees actually paid by you, if any, under this Agreement during the twelve months immediately preceding the Occurrence.

NO WARRANTIES/AVAILABILITY.

MaxMind furnishes the Services on an as-is, as-available basis. MaxMind makes no warranty, express or implied, with respect to their capability, accuracy, or completeness. All warranties of any type, express or implied, including the warranties of merchantability, fitness for a particular purpose, and non-infringement of third party rights are expressly disclaimed. Furthermore, since availability of Services offered through the Website is dependent upon many factors beyond MaxMind's control, MaxMind does not guarantee the uninterrupted availability of any such Services. Any such Services may be inoperative and/or unavailable due to technical difficulties or for maintenance purposes, at any time and without notice. While MaxMind does not warrant that the MaxMind Website is free of harmful components, MaxMind shall make commercially reasonable efforts to maintain the Website free of viruses and malicious code.

GOVERNING LAW.

This Agreement shall be governed and interpreted pursuant to the laws of the Commonwealth of Massachusetts, applicable to contracts made and to be performed wholly in Massachusetts, without regard to principles of conflicts of laws. You specifically consent to personal jurisdiction in Massachusetts in connection with any dispute between you and MaxMind arising out of this Agreement. You agree that the exclusive venue for any dispute hereunder shall be in the state and federal courts in Boston, Massachusetts. This Agreement shall be construed and interpreted in English, and any translation hereof to a language other than English shall be for convenience only.

NOTICES.

Notices given under this Agreement shall be in writing and sent by facsimile, email, or by first class mail or equivalent. MaxMind shall direct notice to you at the facsimile number, email address, or physical mailing address you provide in the registration process. You shall direct notice to MaxMind at the following address:

MaxMind, Inc.
14 Spring Street, 3rd Floor
Waltham, MA 02451
U.S.A.
Email: legal@maxmind.com
Fax: (815) 301-8737

Either party may change its notice contact information at any time by giving notice of the new contact information as provided in this section.

COMPLETE AGREEMENT.

This Agreement (which includes the policies referenced above and incorporated herein) represents the entire agreement between you and MaxMind with respect to the subject matter hereof and supersedes all previous representations, understandings, or agreements, oral and written, between the parties regarding the subject matter hereof.

ASSIGNMENT.

You may not assign this Agreement without MaxMind's prior written consent. MaxMind may assign its rights and obligations under this Agreement without your consent.

SEVERABILITY.

Should any provision of this Agreement be held void, invalid, or inoperative, such decision shall not affect any other provision hereof, and the remainder of this Agreement shall be effective as though such void, invalid, or inoperative provision had not been contained herein.