Dataset License Agreement

This Dataset License Agreement (this “Agreement”), is a binding contract between Stellar Solutions, Inc. (“Licensor”) and the individual or entity obtaining access to the QuakeFinder Dataset (as defined below) (“Licensee”).

THIS AGREEMENT SETS FORTH THE TERMS PURSUANT TO WHICH YOU WILL BE ALLOWED TO ACCESS AND USE THE DATA GENERATED AND USED IN CONNECTION WITH THE PROJECT UNDERTAKEN BY LICENSOR AND KNOWN AS “QUAKEFINDER” (COLLECTIVELY, THE “DATASET”). LICENSOR MAKES AVAILABLE TO LICENSEE AND ALLOWS LICENSEE TO USE THE DATASET SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE “ACCEPT” BUTTON BELOW, LICENSEE (A) ACCEPTS THIS AGREEMENT AND AGREES THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT: (I) IF AN INDIVIDUAL, LICENSEE IS 18 YEARS OF AGE OR OLDER; AND (II) LICENSEE HAS THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND BIND LICENSEE AND ANY ENTITY ON BEHALF OF WHICH LICENSEE MAY BE USING THE DATASET TO ITS TERMS (HEREINAFTER COLLECTIVELY REFERRED TO AS “LICENSEE”). IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT AS AFORESAID, LICENSOR WILL NOT AND DOES NOT LICENSE THE DATASET TO LICENSEE AND LICENSEE MUST NOT ACCESS OR USE THE DATASET.

1. License Grant and Scope. Subject to and conditioned upon Licensee’s strict compliance with all of the terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable limited license (hereinafter, the “License”) during the Term to use the Dataset, solely as set forth in this Agreement and subject to all of the conditions and limitations set forth in this Agreement. This License grants Licensee the right to use the Dataset only for Licensee’s own internal, non-commercial research purposes (the “Permitted Use”) and does not include any reproduction or distribution rights. For the avoidance of doubt, all commercial use, including the reproduction, copying, or redistribution of the Dataset for commercial purposes, is strictly prohibited without the express written permission of Licensor.

2. Use Restrictions. Licensee shall not, directly or indirectly:

(a) use the Dataset beyond the scope of the License or otherwise outside of the Permitted Use;

(b) distribute the Dataset, or any portion thereof, including any modified portion thereof, to any third party in any manner, except to the extent expressly agreed under this Agreement or otherwise in writing by the parties hereto;

(c) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Dataset or any part thereof (“Derivative Datasets”). Notwithstanding the foregoing, Licensee may, as part of Licensee’s use of the Dataset pursuant to the License, create Derivative Datasets solely by performing different tasks on the Dataset using Licensee’s own algorithms, filters or other Licensee tools that rearrange or otherwise modify the data as set forth and displayed in the Dataset; provided, however, that Licensee may not distribute, publish, or otherwise make available to any third party such Derivative Datasets or any portion thereof without first receiving Licensor’s prior written permission;

(d) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other Intellectual Property Rights notices from the Dataset or Documentation, including any copy thereof;

(e) except as contemplated by the License, copy the Dataset, in whole or in part;

(f) use the Dataset in violation of any foreign, federal, state or local law, regulation or rule; or

(g) use the Dataset for purposes of the development of a competing dataset or any other purpose that is to the Licensor’s commercial disadvantage.

3. Publication and Attribution. Subject to the terms and condition of this Agreement, Licensee may reference and make use of the Dataset in any publications that Licensee makes in connection with the research for which Licensee has used the Dataset; provided that: (i) in all such cases, Licensee will include appropriate attribution, consistent with any copyright or other notices set forth in the Dataset as accessed by Licensee, indicating that all rights in the Dataset are owned by Licensor; and (ii) Licensee shall not include in any such publication any portion of the Dataset itself or of any Derivative Datasets without first receiving Licensor’s prior written consent.

4. Responsibility for Use of Dataset. Licensee is responsible and liable for all uses of the Dataset through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Dataset by its own authorized users or by any other person or entity to whom Licensee may provide access to or use of the Dataset, whether such access or use is permitted by or in violation of this Agreement.

5. Maintenance and Support. This License does not entitle Licensee to any maintenance or support services with respect to the Dataset.

6. Intellectual Property Rights. Licensee acknowledges and agrees that the Dataset is provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Dataset under this Agreement, or any other rights thereto other than to use the same in accordance with the License, and subject to all of the terms, conditions and restrictions under this Agreement. Licensor (and its licensors) reserve and shall retain their entire right, title and interest in and to the Dataset and all intellectual property or other proprietary rights arising out of or relating to the Dataset, except as expressly granted to the Licensee in this Agreement. Licensee shall safeguard the Dataset (including any copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access. Licensee shall promptly notify Licensor if Licensee becomes aware of any infringement of Licensor’s rights in the Dataset and fully cooperate with Licensor any legal action taken by Licensor to enforce such rights.

7. Term and Termination.

(a) This Agreement and the License shall remain in effect for a period of one (1) year from the date that Licensee agrees to the terms of this Agreement (the “Term”), and shall automatically terminate at the end of the Term unless extended by mutual written agreement of the parties.

(b) Either party may, upon written notice to the other party, terminate this Agreement for material breach, provided that such material breach is not cured within thirty (30) days following receipt of such notice.

(c) Upon expiration or earlier termination of this Agreement, the License shall also terminate, and Licensee shall cease using and destroy all copies of the Dataset.

(d) Notwithstanding any expiration or termination of this Agreement, any provisions of this Agreement which by their terms are intended to survive expiration or termination of this Agreement shall so survive and continue in full force and effect.

8. Warranty Disclaimer. THE DATASET IS PROVIDED TO LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE DATASET AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE DATASET MEET THE LICENSEE’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER DATA, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

9. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:

(a) IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS, BE LIABLE TO THE LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE DATASET, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) IN NO EVENT WILL LICENSOR’S AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS’, COLLECTIVE AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED ONE-HUNDRED DOLLARS (US$100.00).

(c) TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE ABOVE LIMITATIONS SHALL APPLY EVEN IF THE LICENSEE’S REMEDIES UNDER THIS AGREEMENT FAIL THEIR ESSENTIAL PURPOSE.

10. Confidentiality. Each party agrees to use commercially reasonable efforts to maintain the confidentiality of any confidential information of the other party that it obtains pursuant to this Agreement consistent with the efforts such party uses to protect its own confidential and trade secret information of like importance, and shall take all reasonable steps to ensure that such confidential information is not disclosed or distributed by its employees or agents to third parties not subject in writing to an agreement to protect such confidential information. Each party agrees that the Dataset shall be deemed confidential information of Licensor.

11. Miscellaneous.

(a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of California. Any legal suit, action or proceeding arising out of or related to this Agreement or the matters contemplated hereunder shall be instituted exclusively in the courts within the State of California, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens.

(b) The relationship between Licensor and Licensee established by this Agreement is that of independent contractors. No joint venture or partnership is established by this Agreement. Neither party is the agent, broker, partner, employee, or legal representative of the other for any purpose.

(c) All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses as may be designated by a party from time to time.

(d) This Agreement constitutes the sole and entire agreement between Licensee and Licensor with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

(e) Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Licensor’s prior written consent, which consent Licensor may give or withhold in its sole discretion. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation or reorganization involving Licensee (regardless of whether Licensee is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations or performance under this Agreement for which Licensor’s prior written consent is required. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation or transfer in violation of this Section is void. Licensor may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee’s consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

(f) This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

(g) This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

(h) If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.