Harvester Gear Software License Agreement (SLA)

TS Management, LLC d/b/a HarvesterGear and its Affiliates ("Licensor") provides its services to you ("Customer") subject to a written Software Services Subscription Agreement and the following Terms of Service. Capitalized terms used in the Terms of Service but not otherwise defined have the meanings set forth in the Software Services Subscription Agreement.

User acknowledges that Licensor owns all right, title and interest to all Data including without limitation all Intellectual Property Rights associated with the Data. "Intellectual Property Rights" means any and all rights arising under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. User agrees that User will not, and will not allow any third party to, (i) copy, reproduce, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, or otherwise use or manipulate the Data, (ii) take any action to circumvent or defeat the security or content usage rules provided, (iii) use the Data to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights, or (iv) remove, obscure, or alter Licensor's copyright notices, in conjunction with or through the Data. User's use of the Data is further limited to using the Data solely in connection with User's business, and the Data may not be used in any manner to compete with Licensor. In no event shall User access or use the Data from a location outside of North America unless specifically authorized by Licensor in writing.

From time to time during the period of Customer's license, Licensor may make available to Customer updates to the Data ("Updates"). By accepting delivery of the Data, User agrees that all of the terms and conditions set forth in this Agreement apply to User's use of any Updates. User agrees that it will not use the Data for an unlawful purpose and acknowledges that Licensor and its third party providers forbid User from using the Data in any unlawful manner, including using a facsimile machine to transmit an unsolicited advertisement in violation of federal and possibly state law.

There are no express or implied warranties, including but not limited to, warranties of merchantability or fitness for a particular purpose or use. Notwithstanding anything to the contrary in this Agreement, in no event shall Licensor or its third party providers be liable for incidental, indirect, special, punitive or consequential damages, business interruption or lost profits, whether foreseeable or not, in connection with this Agreement, the Data provided, and notwithstanding any failure of essential purpose. In no event shall the aggregate liability of Licensor and its third party providers in connection with any claims arising out of or in connection with this Agreement exceed the amounts paid by Customer to Licensor for access to the Data with respect to which such claims arise.

User further acknowledges and agrees that any use or disclosure of the Data by User in any manner inconsistent with the provisions of this Agreement may cause Licensor to suffer irreparable harm and that a recovery of only monetary damages will be inadequate to compensate Licensor for User's breach, and that Licensor shall be entitled to injunctive relief, including temporary or preliminary relief. This remedy shall be in addition to any other remedies available.

If any action is brought by either party to this Agreement against the other party regarding the subject matter of this Agreement, the prevailing party shall be entitled to recover, in addition to other relief, reasonable attorney fees and expenses of litigation. Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, the declaration shall have no effect on the remaining terms of this Agreement.

This Agreement and/or associated Order Forms or Confirmations may not be modified except in writing signed by authorized representatives of both parties. The failure of either party to enforce any rights granted under this Agreement or to take action against the other party in the event of a breach of this Agreement shall not be deemed to be a waiver by that party as to subsequent actions for breach of this Agreement.