pimsonline.com

SUBSCRIBER ACCESS AGREEMENT

THE STRATEGIC PLANNING INSTITUTE ("SPI"), a nonprofit corporation organized under the laws of Massachusetts, grants the undersigned Subscriber the limited right to utilize the PIMS Database through pimsonline.com under the following terms and conditions:

Access to pimsonline.com in granted to Subscriber for the Access Period specified below. SPI and Subscriber may extend the Access Period by agreement in writing.

pimsonline.com uses the proprietary PIMS Database (Profit Impact of Market Strategy) which is protected by copyright and other laws.

Subscriber access to pimsonline.com is via the Internet. Authorization is by unique user e-mail address and password combinations. Subscriber is responsible for having the equipment and software necessary to use the Internet site. (Currently access is only by Internet Explorer.)

Use of pimsonline.com is limited to performing pimsonline.com Analysis relating to Subscriber’s own businesses.

Use is nonexclusive. Use is restricted to employees of Subscriber. Use by consultants, contractors or other third parties is prohibited without written authorization from SPI.

SPI MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. SPI IS NOT LIABLE FOR ANY DIRECT OR INDIRECT LOSS OR DAMAGE CLAIMED AS A RESULT OF EITHER THE USE OR INABILITY TO USE pimsonline.com ANALYSIS OR THE PIMS DATABASE. IN NO EVENT WILL DAMAGES UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY SUBSCRIBER.

Subscriber may not assign this agreement without SPI’s prior written consent.

This agreement is governed by the laws of Massachusetts.

Any dispute or claim arising out of or relating to this Agreement shall be settled by binding arbitration before a single arbitrator in Boston, Massachusetts under the commercial rules of the American Arbitration Association. SPI may seek interim or preliminary relief to protect any of its intellectual property rights. For this purpose state and federal courts located in Middlesex and Suffolk Counties of Massachusetts shall have personal and exclusive jurisdiction over any disputes or claims.

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