AGREEMENT BETWEEN LICENSEE, USER AND DERWENT INFORMATION LTD (“DIL”).

Use of this web site (“the SDdb Internet site”) is offered to you on condition that you accept without modification the terms, conditions, and notices contained herein. Your use of the SDdb Internet site constitutes your agreement to all such terms, conditions, and notices. The SDdb Internet site contains links to other services operated by DIL or its affiliates (the “SDdb Portal databases"), and your use of each of the SDdb Portal databases is also subject to the Terms of Use and other terms and guidelines, if any, contained within each SDdb Portal database. In the event that any of the terms, conditions, and notices contained herein conflict with the Terms of Use or other terms and guidelines contained within any particular SDdb Portal database, then the Terms of Use and other terms and guidelines for such SDdb Portal databases shall control. You agree to click on the links to and familiarize yourself with the Terms of Use and other terms and guidelines found throughout the SDdb Internet site and the SDdb Portal databases and abide by them if you choose to use the databases, pages or services to which they apply.

LIMITATION OF USE TO EMPLOYEES OF COMPANIES LICENSED BY DIL TO USE THE SDdb INTERNET SITE

1) Your personal use of the SDdb Internet site is subject to payment of a License fee by your employer (“the Licensee”) and to any restrictions based on the number of permitted users and the license term (expiry date) stated on the SDdb Licence fee Invoice issued by DIL to the Licensee. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from the SDdb Internet site except as explicitly stated herein or otherwise permitted in writing by DIL or for purposes which cannot be excluded or restricted by law.

2) The Licensee's sole permitted use of the SDdb Internet Site is to make it available to its employees on the terms of this Agreement. The Licensee shall ensure that its employees comply with the terms, conditions and notices contained herein and in the SDdb Portal databases, including any restrictions based on the total number of permitted users and the licence term (expiry date) stated on the SDdb Licence fee Invoice issued by DIL to the Licensee.

PERMISSIBLE USES

1) You may search and browse the SDdb Internet site and print, distribute or transmit by email to other employees of the Licensee only limited extracts from the SDdb Internet site in hardcopy or electronic format provided that these extracts reproduce and include DIL’s copyright notice and that the extracts will only be used for the Licensees own internal business purposes and for the avoidance of doubt, not to rent, lease loan or sub-license any such extracts or to create a database or other form of archive or information service in electronic or manual form by systematically downloading, storing or re-distributing any of the content of the SDdb Internet site.

2) You may quote a reasonable number of limited extracts from the SDdb Internet site in internal reports that are the property of the Licensee, provided that such reports are for the Licensee’s own internal use only and which the Licensee does not rent, lease or loan or make available to third parties and that the source of such extracts is duly acknowledged and DIL’s copyright notice is included in such reports.

3) A limited extract is defined as an amount of data reasonably necessary to illustrate one discrete matter, and not for archiving and subsequent search for other matters and which would not prejudice in any way DILs advantage due to its proprietary rights in exploiting the SDdb Internet site(or any subset thereof) for commercial gain including but not limited to revenues resulting from an increase in the number of users licensed to access the SDdb Internet site by the Licensee.

LINKS TO THIRD PARTY SITES

The SDdb Internet site and the SDdb Portal databases may contain links to Internet sites operated by parties other than DIL. Such links are provided for your convenience only. DIL does not control such Internet sites, and is not responsible for their contents. DIL's inclusion of links to such Internet sites does not imply any endorsement of the material on such Internet sites or any association with their operators.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the SDdb Internet site, you warrant to DIL that you will not use the SDdb Internet site for any purpose that is unlawful or prohibited by these terms, conditions, and notices.

SOFTWARE AVAILABLE ON THE SDdb INTERNET SITE

Software (if any) that is made available to download from the SDdb Internet site ("Software") is the copyrighted work of DIL and/or its suppliers. Your use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software ("Software License Agreement"). You may not install or use any Software that is accompanied by or includes a Software License Agreement unless you first agree to the Software License Agreement terms. For any Software not accompanied by a Software License Agreement, DIL hereby grants to you, the user, a personal, non-transferable license to use the Software for viewing and otherwise using the SDdb Internet site in accordance with these terms and conditions, and for no other purpose provided that you keep intact all copyright and other proprietary notices. All Software, including without limitation all PL/SQL code, HTML, XML, Active X controls, Javascript, Java code, Java applets or web-browser plug-ins of any kind contained in the SDdb Internet site, is owned by DIL and/or its suppliers and is protected by copyright laws and international treaty provisions. Any reproduction or redistribution of the Software is expressly prohibited to the fullest extent permitted by law. Violators will be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE SOFTWARE LICENSE AGREEMENT. You acknowledge that the Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the USA or country of origin. You agree not to export or re-export the Software, directly or indirectly, to any countries that are subject to USA export restrictions or export restrictions of its country of origin.

LIABILITY DISCLAIMER

The information, software, products, and services included on the SDdb Internet site may include inaccuracies or typographical errors. Changes are periodically added to the information therein. DIL and/or its respective suppliers may make improvements in and/or changes to the SDdb Internet site at any time. Advice received via the SDdb Internet site should not be relied upon for personal, medical, legal or financial decisions and you should consult an appropriate professional for specific advice tailored to your situation.

DIL AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SDdb INTERNET SITE FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. DIL AND/OR ITS RESPECTIVE SUPPLIERS HEREBY EXCLUDE ALL WARRANTIES AND CONDITIONS WITH REGARD TO SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SDdb INTERNET SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SDdb INTERNET SITE.

IN NO EVENT SHALL DIL AND/OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SDdb INTERNET SITE, WITH THE DELAY OR INABILITY TO USE THE SDdb INTERNET SITE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SDdb INTERNET SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SDdb INTERNET SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF DIL OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SDdb INTERNET SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SDdb INTERNET SITE.

IN NO EVENT SHALL DIL AND/OR ITS SUPPLIERS BE LIABLE TO THE LICENSEE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SDdb INTERNET SITE, WITH THE DELAY OR INABILITY TO USE THE SDdb INTERNET SITE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SDdb INTERNET SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SDdb INTERNET SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF DIL OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

THE AGGREGATE LIABILITY OF DIL TO THE LICENSEE FOR ALL CAUSES OF LOSS AND DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SDdb INTERNET SITE SHALL NOT EXCEED THE AMOUNT OF THE LICENCE FEE INVOICE MOST RECENTLY PAID BY THE LICENSEE (LESS THE AMOUNT OF ANY SUCH LOSS OR DAMAGE PREVIOUSLY PAID OR PAYABLE BY DIL).

DIL NEITHER EXCLUDES NOR LIMITS ITS LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE.

SERVICE LEVEL AND CONTACTS

DIL maintains a help desk, Monday through Friday, 9:00 AM to 5:00 PM (Eastern Standard Time) and 9.00 AM to 5.00 PM (Greenwich Mean Time) or during hours modified by the regional daylight savings practices in these time-zones and except during public holidays in the UK and USA. You will have access to the help desk at no additional charge. Reporting of problems will be responded to as follows, provided that the problem is reported during either of the above time periods; response time refers to the maximum elapsed time between your initial notification and the time when DIL's qualified representative responds to the problem notification and commences problem resolution; priority is as determined by the Licensee:

Priority 1 - the SDdb Internet site or a major function of the SDdb Internet site is not operating resulting in critical or significant Licensee impact: response time 12 hours

Priority 2 - a major function of the SDdb Internet site is not operating causing minor Licensee impact: response time 24 hours.

Priority 3 - SDdb Internet site content questions: response time 48 hours

Priority 4 - the SDdb Internet site is experiencing infrequent operational problems or the SDdb Internet site contains a program logic error or non-critical function error: response time 7 days

All problem reports must be made to DIL's designated support staff. This can be done by contacting the Helpdesk. DIL will either fix the problem or, if possible, provide a work-around solution satisfactory to the Licensee with a mutually agreed upon estimate of time to fix the original problem.

All problems resulting from the performance of networks outside the control of DIL (including any part of the Internet or the Licensee's internal network) or any third-party software (including the Licensee's web browser software and any browser plug-ins, Java applets or ActiveX controls not owned by DIL) are explicitly excluded from the above problem resolution steps and response times.

ACCESS RESTRICTION

DIL reserves the right to deny access to SDdb Internet site or any portion thereof without notice to users over and above the number stated on the SDdb Licence fee Invoice issued by DIL for the current term.

MODIFICATION OF THESE TERMS AND CONDITIONS

DIL reserves the right to change the terms, conditions, and notices under which the SDdb Internet site is offered and will provide the Licensee with at least thirty (30) days prior written notice of any such changes. If you use the SDdb Internet site 30 days after DIL has notified the Licensee of the changes, you are agreeing to be bound by those changes. If you do not agree to be bound by those changes, you should not use the SDdb Internet site 30 days after the Licensee has been notified of the changes.

GENERAL

This agreement is governed by the laws of England. You hereby consent to the exclusive jurisdiction and venue of courts in England in all disputes arising out of or relating to the use of the SDdb Internet site. Use of the SDdb Internet site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and DIL as a result of this agreement or use of the SDdb Internet site. DIL's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of DIL's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the SDdb Internet site or information provided to or gathered by DIL with respect to such use. DIL shall not be liable for the consequences of any circumstances beyond its reasonable control. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. This agreement constitutes the entire agreement between the user and DIL with respect to the SDdb Internet site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and DIL with respect to the SDdb Internet site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Any rights not expressly granted herein are reserved.

TERMINATION

In the event of any breach of the terms and conditions and notices contained herein by you or the licensee, that is not cured within 30 days after receipt of written notice of breach from DIL, DIL may without prejudice to its other rights and remedies terminate this Agreement. In the event of any breach of the terms and conditions and notices contained herein by DIL that is not cured within 30 days after receipt of written notice of breach from the Licensee, the Licensee may, without prejudice to its other rights and remedies, terminate this Agreement.

COPYRIGHT AND TRADEMARK NOTICES:

SDdb, SDdb³, SDdb.com, SDdb_Portal.com and other names of DIL products and/or services referenced herein are trademarks, registered trademarks, or registered domain names of DIL. Other product and company names mentioned herein may be the trademarks of their respective owners.