IRNavigator

End User License Agreement

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MZILIOS SUBSCRIPTION AGREEMENT for IRNAVIGATOR

This Subscription Agreement for IRNavigator ("Agreement") is between:

MZIlios, LLC office is at 1001 Avenue of the Americas, 4th Floor, New York, NY 10028 ("Licensor")"); AND You,("Subscriber"), collectively, the "Parties" and each a "Party".

IRNavigator is a web based application that provides -data including, but not limited to publicly available shareholder ownership information, corporate contacts and investor profile summary information. Subscribers to the IRNavigator application ("Application") are licensed for access to the Application and are subject to the terms and conditions set out below.

1. Definitions

"Application" or "IRNavigator" shall mean the IRNavigator Services or IRNavigator Enterprise Services for corporate business, as applicable, for data including (i) historical shareholder information via the collection of publicly available information regarding global mutual fund and institutional portfolios, insider/stakeholder positions, and all other publicly-available ownership information provided and made available in accordance with disclosure regulations, (ii) contact, employment, education and similar information for key investment and research personnel at mutual funds, pension funds, public retirement funds, and similar institutional investment entities, and (iii) investor profile summary information such as investment approach and firm background of publicly traded companies, investment banks or investor relations firms.

"Confidential Information" means all information which: (a) relates to the Application, Services, the Databases, Subscriber Information, Login Details, operations, plans, know-how, trade secrets, business affairs, personnel, Subscribers or Licensors of any Party including any information generated by the Licensor on the Subscriber's behalf; or (b) the receiving party knows is regarded by the disclosing party as the confidential information of the disclosing party; or (c) is identified as confidential by the disclosing party including, without limitation, this Agreement;

"Database(s)" means any databases provided by the Licensor which is agreed by all parties to be proprietary to the Licensor and also recognised without limitation by the Licensor to be a compilation within the meaning of 17 US Code 101 including (i) any stored data supplied by Licensor provided as part of the Application; and (ii) any other data stored within any such database;

Documentation: the documentary materials made available to the Subscriber by the Licensor online.

"Effective Date" means the date first Subscriber registers and pays fees;

"Fee(s)" means annual fees for subscription to the Application;

"Log-in" means authentication or other similar details provided by the Licensor to each Users to access the Application;

"Services" means access to the Application provided by the Licensor to the Subscriber under this Agreement via https://www.irnavigator.com or any other website notified to the Subscriber by the Licensor from time to time, as more particularly described in the Documentation.

"Subscriber Data" means any data uploaded to the Application by Subscriber;

"User" means employees, agents and contractors of the Subscriber who are authorized to use the Services and the Documentation on Subscriber's behalf in accordance with this Agreement;

"User Location" means the location(s) where Users are permitted to access the Application;

2. License Grant

2.1 Licensor hereby grants to the Subscriber a non-exclusive, non-transferable right to permit Users to access and use the Services via the internet during the Subscription Term solely for the Subscriber's internal business operations at the User Location(s) provided by Subscriber and updated by Subscriber from time to time as set forth herein.

2.2 Licensor will approve and issue Log-in details to each User registered by Subscriber. Login details are personal to each User and are not transferable between Users. Licensor may suspend or stop Login access for a User where Licenser in its discretion believes that the Login has been shared, copied, used excessively or in any way utilised contrary to the terms of this Agreement.

2.3 Subscriber's Obligations:

2.3.1 Subscriber shall obtain and maintain all necessary licences, consents, and permissions necessary for the Licensor, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;

2.3.2 Subscriber shall ensure that its network and systems comply with the relevant specifications provided by the Licensor from time to time;

2.3.3 Subscriber shall be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier's data centers, and all problems, security issues, virus or other adverse conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet;

2.3.4 Subscriber shall instruct its Users to keep Log-in details confidential;

2.3.5 Subscriber cannot use the Services or any other web application, surveillance, derivative material or any part thereof in any manner that infringes the Application or the intellectual property rights of Licensor;

2.3.6 Subscriber cannot modify or amend the Application or merge it into other program materials;

2.3.7 Subscriber cannot reproduce, sell or use the Application for non-internal purposes, including but not limited to a Service Bureau arrangement.

2.3.8 Except as permitted by law the Subscriber shall not translate, copy, modify or create derivative works based on any Application or any part thereof.

2.4 Increase Users. Subscriber can increase the number of Users or increase use by notifying Licensor and paying Fees for such Users or use.

2.5 Inappropriate Content. Subscriber shall ensure that all Subscriber Data uploaded or entered onto the Application website by its Users does not constitute Inappropriate Content; does not infringe any applicable laws or regulations and Subscriber will indemnify the Licensor against any claims or losses arising from infringement claims by third parties.

2.6 Decommission. The Licensor may change or decommission the current version of the Application to a new version or Service provided that it shall provide the Subscriber with notice of such action via the website 30 days prior to the change. For all fully paid Subscriptions, a pro-rata refund will be given Subscriber if Subscriber notifies Licensor that it will not continue to subscribe to the successor Application or Service within 30 days of the date Subscriber receives notice of the decommission. If no response is forthcoming from Subscriber within 120 days from the date of notice, Subscriber will be deemed to have accepted a new subscription for the successor Application to which the fees will then be applied and fees paid for the decommissioned Application will no longer be eligible for refund.

3. Term and Termination

3.1 This Agreement shall continue for a minimum initial period of 90 days from the Effective Date and thereafter will continue unless terminated by either Party providing the other Party with no less than 90 days prior written notice by e-mail to the website at info@mzilios.com.

3.2 This Agreement may be terminated by any Party with immediate effect by written notice if the other Party commits a material breach of any of these provisions.

3.3 Notwithstanding Clause 3.1, the Licensor reserves the right to suspend with or without notice, with immediate effect the (i) provision of Services and/or (ii) Subscriber's access to and use of any Application in the event of the non-payment of any Fees past due to the Licensor or any breach of Clause 8.

4. Fees

4.1 All fees are payable on a quarterly basis and are non-refundable.

4.2 All amounts payable by the Subscriber pursuant to this Agreement are exclusive of any sales, use, excise, value-added, customs and similar taxes, duties and imposts ("Taxes") payable thereon. Taxes are in addition to the cost of the Application and are added to the Subscription Fee on the checkout page.

4.3 Licensor may increase Fees from time to time, effective on the anniversary date of the Subscription.

4.4 Fees will be charged to your credit card or PayPal and will be charged each quarter until we receive notice via email at info@mzilios.com of this website 30 days before the anniversary date. We may attempt to let you know that your Subscription is coming due, but are under no obligation to do so. In addition, if your means of payment changes for any reason you must let us know via email at info@mzilios.com or your Subscription will end on the anniversary date.

4.5 We reserve the right to stop your subscription in the event your payment is not received by us or we do not have sufficient or correct information to bill you or in the event of (or we have reason be believe) there is fraud, illegal use, infringement, abuse, misuse of the application or misuse of the site.

5. Maintenance

5.1 Licensor will maintain the website free of charge, and will investigate and use its reasonable endeavors to remedy defects, errors or faults in the Application.

6. Licensor's Warranties.

6.1 THE SUBSCRIBER ACKNOWLEDGES AND ACCEPTS THAT (A) THE APPLICATION; AND/OR (B) ANY SERVICE AND/OR (C) THE PROVISION OF MAINTENANCE AND SUPPORT SERVICES IS PROVIDED BY THE LICENSOR WITHOUT ANY WARRANTIES WHATSOEVER INCLUDING ANY WARRANTY OF NON-INFRINGEMENT AND IS PROVIDED ON AN "AS IS" BASIS TO THE SUBSCRIBER.

6.2 UNLESS EXPRESSLY STATED IN THIS CLAUSE 6, ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE IN RESPECT OF ANY (A) APPLICATION; (B) SERVICE; OR (C) SUPPORT ARE EXCLUDED AND DISCLAIMED. WITHOUT LIMITING THE FOREGOING, LICENSOR EXPRESSLY EXCLUDES AND DISCLAIMS THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

7. Limitations on Liability

7.1 THE LICENSOR'S AGGREGATE LIABILITY FOR ANY LOSSES, DAMAGES, FEES. EXPENSES, SUIT OR CLAIM (INCLUDING INDEMNITY) IN RELATION TO LICENSOR's SERVICES, WEB SITE OR THE APPLICATION , WHETHER SUCH LOSS, DAMAGE, CLAIM OR SUIT IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY THEORY BASED ON STRICT LIABILITY OR OTHERWISE, AND WHETHER IN RESPECT OF A SINGLE OCCURRENCE OR A SERIES OF OCCURRENCES, SHALL UNDER NO CIRCUMSTANCES EXCEED US $500.

7.2 THE LICENSOR IS NOT, UNDER ANY CIRCUMSTANCES, LIABLE TO THE SUBSCRIBER FOR ANY CLAIM OR LIABILITY, FOR LOSS OF DATA, CORRUPTION OF DATA, DATA SECURITY,LOSS OF PROFITS, LOSS OF BUSINESS LOST OR DIMINISHED REVENUE, LOSS OF ANTICIPATED SAVINGS OR GOODWILL OR FOR ANY TYPE OF SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES, LEGAL EXPENSES OR LAWYERS FEES OR DAMAGES (INCLUDING LOSSES OR DAMAGES SUFFERED AS A RESULT OF ANY ACTION OR INACTION BROUGHT BY A THIRD PARTY) EVEN IF SUCH LOSS OR DAMAGE WAS REASONABLY FORESEEABLE OR THE LICENSOR HAD BEEN ADVISED OF THE POSSIBILITY BY THE SUBSCRIBER.

7.3 The Subscriber must bring any claim against the Licensor for breach of this Agreement within six (6) months from the date on which the Subscriber first became aware of the alleged breach, after which time any claims or causes of action shall be deemed to be waived and Licensor shall be deemed to be fully released by Subscriber from all liability for same.

7.4 The consideration to be received by the Licensor hereunder does not include compensation for assuming or insuring any of the risks or liabilities disclaimed and excluded by the Licensor. The limitations and exclusions set forth in this Section 7 shall apply notwithstanding that any exclusive remedy in this Agreement shall fail of its essential purpose. The Subscriber acknowledges and accepts that the Licensor's willingness to enter into this Agreement is subject to the limitations as set out herein and in the event that the Licensor were to assume additional liability the terms as set out would significantly differ.

8. Confidentiality

8.1 Licensor will not provide or otherwise make any Confidential Information obtained or received in connection with the Services available in any form to any person, firm or company. Likewise, Subscriber will not disclose User information, passwords or provide access to users who are not properly licensed hereunder. Licensor will take all necessary precautions to ensure compliance with the provisions of this Section by its staff and Subscriber.

8.2 The provisions of Section 8 shall not apply to Confidential Information which is:

already in its possession or in the public domain other than as a result of a breach of this Clause;
lawfully received from a third party free of any obligation of confidence at the time of its disclosure;
independently developed by the receiving party without reference to the Confidential Information; or
required by law, by regulatory authority, by court or governmental order to be disclosed provided that, to the extent permitted by law, prior to any disclosure, the receiving party notifies the disclosing party and, at the disclosing party's request and cost, assists the disclosing party in opposing any such disclosure.

8.3 In providing the Services Licensor will comply with data protection or privacy legislation including, without limitation, the data protection principles in the performance of its obligations under this Agreement and will obtain and maintain the necessary notifications and consent required by the data protection or privacy legislation. SEE Privacy Policy.

9. Miscellaneous

9.1 Licensor shall be liable for any breach of its obligations resulting from causes beyond its reasonable control (an "Event of Force Majeure"). Licensor will notify Subscriber upon becoming aware of an Event of Force Majeure and will use reasonable efforts to overcome the circumstances affecting performance and fulfil all outstanding obligations as soon as practicable.

9.2 The Subscriber shall not assign or sub-license this Agreement or any password for access to the Application or Services provided hereunder. Any assignment, sub-licensing, or transfer shall be void and will lead to the immediate termination of this Agreement without need for further notice and without recourse or refund.

9.3 This Agreement constitutes the entire agreement between the Parties relating to its subject matter and supersedes any oral or written communications or representations.

9.4 The terms and conditions of this Agreement shall prevail regardless of any additional terms set forth in Subscriber's Purchase Order or other forms subsequent to this Agreement which terms shall be null and void as regards the subject matter of this Agreement.

9.5 The following Clauses shall survive termination of this Agreement: 2, 7, 8 and 9.

9.6 Any provision of this Agreement held to be illegal or unenforceable shall not affect the validity or enforceability of the remainder of this Agreement.

9.7 Any waiver by either Party of a breach of the provisions of this Agreement by the other Party shall not be construed as a waiver of the first Party's right to require complete performance by the other Party of its obligations.

9.8 All notices shall be in writing and sent by prepaid recorded delivery or facsimile or delivered by hand to the address of the recipient party or its last known address. Any notice served by facsimile shall be deemed served at the time of transmission and any notice served by post, 24 hours after the date of posting.

9.9 This Agreement shall be governed by the laws of the State of New York, without regard to its principles of conflicts of law, and the parties hereby agree to submit to the exclusive jurisdiction of the state and federal courts located in New York City.