Subscription and License Agreement SilverPlatter Information Subscription and License Agreement IMPORTANT - - PLEASE READ CAREFULLY BEFORE OPENING THE PACKAGE SilverPlatter Information Subscription and License Agreement 1.0 THE PARTIES "Customer" means the person and/or organization who has ordered the product(s). "SilverPlatter" means the SilverPlatter entity that invoices the Customer or the supplier of the product(s) to the Customer. SilverPlatter is acting herein both for itself and on behalf of one or more Information Providers (collectively, the "IP"). 2.0 BINDING AGREEMENT BY BREAKING THE SEAL OR OTHERWISE OPENING THE PACKAGE OR ACCESSING THE PRODUCT(S), THE CUSTOMER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. 3.0 USER LICENSE This Agreement constitutes a non-exclusive, non-transferable license to use the product(s) (and all updates), including the database(s) (collectively, the "Database"), the accompanying search and retrieval software including the documentation (collectively, the "Software"), and the materials CD-ROM disc, software diskette (if applicable), and printed matter (collectively, the "Materials"). The Database, the Software and the Materials (other than portions in the public domain) are the property of SP or the IP and are protected by copyright laws and by international treaties. 4.0 LICENSE OF RIGHTS Subject to the restrictions contained in Article 5 below, the Customer is hereby granted a non-exclusive license to: a) make searches of the Database; b) make a very limited number of hard copies of any search output that does not contain a significant segment of the Database which copies may be used by the Customer only internally but may not be sold. c) make one copy of any search output in electronic form i.e., diskette, hard disk, or tape to be used for editing or temporary storage only; and d) make one copy of the Software, for archival purposes only. The Customer's rights are limited to itself alone and do not extend to subsidiary or parent corporations, or to any other related or affiliated organizations. Any rights not expressly granted in this license are reserved to SilverPlatter and the IP. 5.0 RESTRICTIONS 5.1 General Restrictions applicable to all Licensees. The Customer may not: a) decompile or reverse engineer the Software. b) sell, distribute or commercially exploit the Database, the Software, or the Material. c) make the Database or Software available on a network or through remote access technology, except in accordance with Section 5.2 or 5.3. d) transfer, assign or sublicense this license. e) transfer the Database or the Software to hard disk unless authorized by SilverPlatter. 5.2 Restrictions Applicable to Single Users. The Database and Software may be used only by a one user at a time on a single standalone computer not connected to a network, unless the Customer has paid the single user network fee, in which case the Database and Software may be used by one user at a time on a network. 5.3 Restrictions Applicable to Multi-Users. Provided that the Customer has paid SilverPlatter the appropriate network fee based on the number of simultaneous users desired, the Customer may provide access to the Database in a single site by means of a local area network whose terminals are physically linked together by cable within the organizational premises for up to that number of simultaneous users for whom the fee has been paid. The users must be physically present on the Customer's premises and be either employees or registered patrons. If the Customer has paid the appropriate remote access surcharge, the Customer may provide remote access but only to employees or registered patrons who are normally physically resident at its site or to registered students who are enrolled in "distance learning" courses. 6. SECURITY; AUDIT The Customer shall take reasonable action to restrict and control all use of the items licensed hereunder, to enforce the restrictions contained in Article 5, and to prevent access except to those who by the terms of this Agreement are permitted to use the licensed items. The Customer hereby grants SilverPlatter the right to audit, during regular business hours, use of the Database to ensure compliance with this Agreement, including without limitation, the number of simultaneous users permitted to access the Database. 7. CUSTOMER SUPPORT Any telephone assistance that SilverPlatter may provide to the Customer is provided at the sole risk of the Customer. 8. TERM The term of this Agreement shall be the period for which the Customer has paid the initial subscription fee. The term will be extended to all periods for which the Customer has paid the then current renewal fee. In the event that SilverPlatter supplies the Customer with an updated version of this Agreement, the updated version shall replace this version. SilverPlatter reserves the right to cease offering the Customer the opportunity to renew the subscription. If SilverPlatter receives a written request from the Customer to cancel a subscription within 30 days of the invoice date for such subscription, SilverPlatter agrees, upon the Customer's prompt return of the product, to credit the Customer for the amount which SilverPlatter invoiced Customer for such subscription. After the above 30-day period, SilverPlatter shall consider such requests in its discretion. 9. DATABASE CONTENT; UPDATES AND SOFTWARE The Customer will receive the updates to the Database for which the appropriate fee has been paid. Upon receipt of an updated CD-ROM disc, or upon termination of this Agreement, the Customer shall discontinue use of the outdated disc or the final disc and promptly destroy such disc and erase all electronic storage. If Customer fails to comply with any of its responsibilities under this Agreement, the Customer may be denied any and all future updates, without precluding SilverPlatter from seeking any other remedies. 10. SHIPMENT The Customer's license fee does not include applicable taxes, customs, duties or shipping and handling charges. 11. LIMITATION OF WARRANTIES AND LIABILITY SilverPlatter warrants that any disc or diskette licensed hereunder is free from defects in materials and workmanship under normal use. SilverPlatter will replace defective discs and diskettes free of charge upon their return to SilverPlatter. This will be SilverPlatter's and the IP's entire liability with respect to this license. SilverPlatter and the IP warrant and represent that they have the right to enter into this Agreement and to deliver "as is" the Database, the Software, and the Materials. THESE WARRANTIES ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH SILVERPLATTER AND IP DISCLAIM. IF THE DATABASE INCLUDES ABSTRACTS, IT WAS DEVELOPED TO ASSIST USERS IN FINDING APPROPRIATE SCIENTIFIC OR PROFESSIONAL LITERATURE OF WHICH ABSTRACTS OR BIBLIOGRAPHICAL DATA HAVE BEEN INCLUDED IN THE DATABASE. FOR SUCH DATABASES, USERS SHOULD CONSULT THE FULL TEXT MATERIALS BEFORE REACHING OR SUGGESTING CONCLUSIONS AS TO THE SUBJECT MATTER OF THE DATABASE. THE PRESENCE IN OR ABSENCE FROM THE DATABASE OF ANY REFERENCE TO INFORMATION, DATA, EVENTS, RESEARCH OR DEVELOPMENTS DOES NOT IMPLY THE SPECIFIC EXISTENCE OR THE NON-EXISTENCE THEREOF, NOR DO THE IP OR SILVERPLATTER CLAIM COMPREHENSIVENESS OR THE ABSENCE OF ERRORS. IN VIEW OF THE ABOVE, ALL LIABILITY IS DISCLAIMED FOR THE ACCURACY, COMPLETENESS OR FUNCTIONING THEREOF. SILVERPLATTER AND THE IP ASSUME NO RESPONSIBILITY FOR THE CUSTOMER'S USE THEREOF AND SILVERPLATTER AND THE IP SHALL NOT BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE, OR INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES AS A RESULT OF SUCH USE, EVEN IF MADE EXPRESSLY AWARE OF THE POSSIBILITY THEREOF. IN NO EVENT MAY A CUSTOMER BRING ANY ACTION AGAINST SILVERPLATTER OR THE IP ARISING OUT OF THIS AGREEMENT MORE THAN ONE YEAR AFTER THE CLAIM OR CAUSE OF ACTION ARISES, DETERMINED WITHOUT REGARD TO WHEN THE CUSTOMER SHALL HAVE LEARNED OF THE ALLEGED DEFECT, INJURY, OR LOSS. NEITHER THE IP NOR SILVERPLATTER SHALL IN ANY EVENT BE LIABLE FOR MORE THAN THE LICENSE FEE PAID (WHETHER SUCH LIABILITY ARISES FROM BREACH OF WARRANTY, BREACH OF THIS CONTRACT OR OTHERWISE, AND WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO EACH CUSTOMER. 12. INDEMNIFICATION Excluding claims arising out of or relating to the violation by SilverPlatter or the IP of any third party copyright, trade secrets, or trademark, the Customer agrees to indemnify SilverPlatter and the IP and hold them harmless from and against any and all claims of customers, users, or other third parties arising out of or related to the use of the licensed materials, regardless of whether such claims were foreseeable by SilverPlatter or the IP. 13. TERMINATION If the Customer breaches any term of this Agreement, SilverPlatter may, in addition to its other legal rights and remedies, terminate the license granted hereunder on 7 days' notice to Customer. Upon any termination pursuant to this Article 13, the Customer will, unless otherwise agreed to in writing by SilverPlatter, forthwith return to SilverPlatter the Database, the Software, and any and all documentation pertaining thereto, and all copies thereof, and will erase all electronic storage of copies of the Software and search outputs or other authorized electronic storage. Any termination, whether or not pursuant to this Article 13, will not affect any obligation or liability of a party arising prior to termination, and the provisions of Articles 11 and 12 hereof will survive any termination. 14. FORCE MAJEURE Neither SilverPlatter nor the IP will be responsible for any delay or failure in performance resulting from any cause beyond their control. 15. PROHIBITION OF ASSIGNMENT This Agreement may not be transferred by the Customer by assignment, sublicense, or otherwise. 16. APPLICABLE LAW This Agreement will be governed by and construed in accordance with the laws of Massachusetts without giving effect to the principles of conflict of laws thereof, and to the extent permitted by applicable law, the Customer consents to the jurisdiction of courts situated in Massachusetts in any action arising under this Agreement. 17. ENTIRE UNDERSTANDING This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof. Without limiting the generality of the foregoing, it is expressly agreed that the terms of any prior Customer purchase order shall be subject to the terms hereof and that any acceptance of a purchase order by SilverPlatter shall be for acknowledgment purposes only and none of the terms set forth in the purchase order will be binding upon SilverPlatter. In entering into this Agreement the Customer has not relied on any representation, promise, warranty, covenant or undertaking not expressly set forth herein, and in no event shall any such communication be deemed a part of the Agreement or otherwise legally effective. 18. ENFORCEABILITY BY IP The IP retains its rights to enforce its trademarks, copyrights, patents, trade secrets and other rights against any violation thereof. 19. SEVERABILITY If a term or condition of this Agreement is invalid or unenforceable, the remaining terms and conditions hereof shall remain in full force and effect and shall be enforceable to the maximum extent permitted by law. 20. MULTI-USER UPGRADE In the event that the Customer is a single user on a single standalone work station, and it wishes to upgrade its license to a single user network license or a multi-user license or if the Customer wishes to increase the number of simultaneous users on its multi-user license, the Customer hereby agrees to notify SilverPlatter of such a desire and to pay any additional monies that may be due to SilverPlatter as a result thereof. Upon notification and payment to SilverPlatter, Customer will be deemed to have accepted the additional relevant licensing terms set forth herein. 21. U.S. GOVERNMENT RESTRICTED RIGHTS Use, duplication or disclosure of the Database, Software and Materials by the U.S. Government is subject to the restricted rights applicable to commercial computer software (under FAR 52.227-19 and DFARS 252.227- 7013). SilverPlatter Information Inc. 100 River Ridge Drive, Norwood, MA 02062 SilverPlatter Information Ltd. 10 Barley Mow Passage, Chiswick London W4 4PH SilverPlatter Information B.V. Nieuwe Herengracht 49, 1011 RN, Amsterdam The Netherlands SilverPlatter Information (Hong Kong) Limited 2802-2804 Admiralty Centre Tower 1, 18 Harcourt Road Hong Kong SilverPlatter Information GmbH Uhlandstrasse 15 D-10623 BERLIN Germany