• • • Lessor hereby grants End User Entity a non-exclusive, limited, revocable, non-transferable and royalty-free license, without the right to sub-license, to download and use the Assets for the Permitted Purpose and for no other purpose. End User Entity shall ensure that its use of the Assets is consistent with the Permitted Purpose and that no Asset is altered or modified in any way.

• • • End User Entity acknowledges that: (1) The Assets, and all rights therein, are the sole property of Lessors; (2) Lessors retain the right to use or to license the use of any Asset for any purpose; (3) End User Entity’s right to use any Asset is derived from this agreement and that all rights resulting from its use of any Asset inure fully to the benefit of Lessors; and (4) Each Asset a valuable and important intellectual property right of Lessors.

• • • End User Entity shall promptly notify Lessors if it becomes aware of any actual or threatened infringement, misappropriation, dilution or other unauthorized use of any Asset. Each Lessor shall have the exclusive right, but not the obligation, to conduct all legal proceedings and negotiations with respect to any actual, proposed or threatened legal proceedings relating to any Asset.  End User Entity shall reasonably assist Lessors to the extent necessary to protect a Lessor’s rights in any Asset.

• • • Except as expressly granted herein, End User Entity shall have no rights of any kind to any Asset or any other Lessor intellectual property. Nothing contained in this agreement will be construed as an assignment or grant to the End User Entity of any right, title or interest in or to any Asset, it being understood that Lessor reserves all rights relating thereto, except for the license hereunder to End User Entity of the right to use any Asset only for the Permitted Use.

• • • Upon revocation of any license hereunder, End User Entity will be deemed to have assigned, transferred and conveyed to Lessors all rights, equities, goodwill, title or other interest in and to any Asset that may have been obtained by End User Entity or that may have vested in End User Entity in pursuance to any endeavors covered hereby. End User Entity shall execute, and cause its employees, agents and consultants to execute, any instruments requested by a Lessor to accomplish or confirm the foregoing.  Any such assignment, transfer or conveyance will be without additional consideration other than the mutual covenants and considerations of this agreement.

End User Entity recognizes that Lessors may have no adequate remedy at law if End User Entity does not comply with its obligations under this agreement. Therefore, a grant of injunctive relief would be appropriate to restrain any breach, threatened breach, or otherwise to specifically enforce any obligations of End User Entity under this agreement.

• End User Entity shall indemnify, defend and hold harmless Lessors and their affiliates and the officers, directors, employees, agents, successors and assigns of each against all losses, damages, penalties, judgments, liabilities and expenses, including attorney fees and other expenses of litigation, settlement or defense (collectively, the “Indemnifiable Losses”) arising out of or resulting from any claim, suit, proceeding or cause of action brought by a third party (collectively, the “Claims”) in connection with End User Entity’s use of the Portal or any Asset, breach or alleged breach of this agreement or violation of any law or regulation.

• Lessors shall indemnify, defend and hold harmless End User Entity and its officers, directors, employees, agents, successors and assigns against all Indemnifiable Losses arising out of or resulting from any Claim based on an allegation that any Asset infringes or misappropriates the intellectual property of any third party. Notwithstanding the foregoing sentence, Lessors shall have no indemnity obligation for Claims arising from (1) modification of any Asset by or at the direction of End User Entity or its agents; or (2) use of any Asset not in compliance with this agreement.  

• The party seeking indemnity shall notify the indemnifying party with reasonable promptness upon learning of any Claim for which defense, settlement or indemnification is sought, but the party’s failure to do so will have no effect except to the extent the indemnifying party is prejudiced thereby. The indemnified party shall allow the indemnifying party to control the defense and settlement of the Claim and shall reasonably cooperate with the defense; but the indemnifying party shall use counsel reasonably experienced in the subject matter at issue and not settle a claim without the consent of the indemnified party if such settlement would subject the indemnified party to liability or financial obligation not indemnified hereunder.

THE PORTAL AND ASSETS ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR TITLE AND ALL SUCH WARRANTIES ARE HEREBY SPECIFICALLY DISCLAIMED.

IN NO EVENT WILL THE CUMULATIVE LIABILITY OF LESSORS OR THEIR AFFILIATES EXCEED $100, WHETHER ARISING UNDER WARRANTY/GUARANTEE, CONTRACT, NEGLIGENCE, STRICT LIABILITY, INDEMNIFICATION, DEFENSE OR ANY OTHER CAUSE OR COMBINATION OF CAUSES.  LESSORS AND THEIR AFFILIATES WILL NOT BE LIABLE TO END USER ENTITY FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES OR OTHER ECONOMIC LOSSES, WHETHER ARISING UNDER WARRANTY/GUARANTEE, CONTRACT, NEGLIGENCE (INCLUDING NEGLIGENT MISREPRESENTATION), STRICT LIABILITY, INDEMNIFICATION, DEFENSE, OR ANY OTHER CAUSE OR COMBINATION OF CAUSES. THESE EXCLUSIONS APPLY EVEN IF A LESSOR HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES, AND EVEN IF ANY REMEDY FAILS OF ITS INITIAL PURPOSE.

No waiver or satisfaction of a condition or nonperformance of an obligation under this agreement will be effective unless it is in writing and signed by the party granting the waiver.

This agreement constitutes the entire agreement between the parties with respect to the use of and access to the Portal and Assets and all prior oral or written agreements related to the subject matter hereof are hereby superseded.

The laws of the State of New York, without giving effect to its choice of law doctrine, govern the validity, interpretation and performance of this agreement as well as all adversarial proceedings arising out of this agreement, without giving effect to any laws, rules or provisions that would cause the application of the laws of any jurisdiction other than the State of New York.  Any disputes concerning this agreement will be brought in a state court located in Chenango County, New York or a federal court located in the Northern District of New York.