DATA LICENSING AGREEMENT

This Licensing Agreement is made effective between the International City/County Management Association, located at 777 North Capital Street NE, Suite 500, Washington, DC 20002, USA (hereafter referred to as “ICMA” or “Licensor”), and the data user (hereafter referred to as “Licensee”) who has acknowledged acceptance of this License Agreement by purchasing and/or downloading ICMA’s confidential and proprietary survey research data (hereafter referred to as “Data”). ICMA and Licensee may be collectively referred to as “Parties” or individually as “Party.” ICMA grants to Licensee a worldwide, non-exclusive, non-transferable, non-assignable, non-sublicensable right to use the Data for the purposes described herein in exchange for license fee(s) as previously specified. Licensee agrees that the use of the Data will be subject to the following terms and conditions:

1. Permitted Uses Licensee may use the Data for internal research purposes and/or to produce derivative products. The Data may be modified or combined with other datasets to create derivative works. Licensee may have and use the Data on an organization-wide basis, provided that all individuals accessing the Data adhere to the terms and conditions of this Licensing Agreement. Licensee acknowledges that the Data constitutes valuable propriety information of ICMA, and as such, Licensee shall take all reasonable precautions to prevent unauthorized third parties or persons from accessing or using the Data including, without limitation, such precautions as Licensee would take to protect its own proprietary software, hardware, or information.

2. Attribution Licensee agrees to list ICMA as the source for the Data on all derivative works (including maps, reports, displays, and applications) where the Data is used.

3. Hardware and Software Licensee, at its own expense, shall provide all necessary hardware, software, and equipment needed to access and use the Data.

4. Ownership of Intellectual Property Licensee acknowledges that the Data is and shall remain the property of ICMA and that no ownership rights are conveyed to Licensee through this Licensing Agreement. Licensee will take no action to infringe on the rights of ICMA therein.

5. Indemnification Licensor will indemnify and hold harmless ICMA and its officers, directors, employees, agents, affiliates and contractors from and against any and all claims, liabilities, damages, losses, expenses, demands, suits and judgments, including without limitation reasonable attorneys’ fees and costs (collectively referred to as “Losses”) arising from or relating to this Licensing Agreement.

6. Limitation of Liability NEITHER PARTY WILL HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY OTHER PERSON OR ENTITY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR OTHER SIMILAR DAMAGES PURSUANT TO THIS AGREEMENT OR ANY PROJECT AGREEMENT, EVEN IF THE POSSIBILITY OF SUCH DAMAGES COULD HAVE BEEN FORESEEN BY SUCH PARTY. BY AGREEING TO THESE TERMS, LICENSOR EXPRESSLY ACCEPTS THIS EXCLUSION OF LIABILITY.

7. No Warranties: ICMA MAKES NO WARRANTIES AND HEREBY DISCLAIMS, ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE, WITH RESPECT TO ANY DATA OR OTHER INFORMATION THAT MAY BE PROVIDED, UPLOADED OR ACCESSED. AS BETWEEN ICMA AND LICENSOR, DATA WHICH ICMA MAY GRANT ACCESS IS PROVIDED “AS IS.” DATA LICENSING AGREEMENT 

8. Governing Law This Licensing Agreement shall be governed by and construed in accordance with the laws of the District of Columbia, USA, without regard to principles of conflicts of law. The parties agree to consider use of alternative dispute resolution (ADR) to resolve any disputes relating to these terms and that, if ADR is not successful, a DC court shall be the exclusive venue for any disputes. In any arbitration or litigation under this Agreement, or otherwise related to Customer’s use of the System, the prevailing party shall be entitled to full reimbursement of all attorneys’ fees and costs.

9. Interpretation This is the entire agreement between the parties. No oral or written, prior or contemporaneous agreement shall have any effect, nor shall any subsequent agreements have any force or effect unless made in writing and signed by both parties. By purchasing and/or downloading the Data, Licensee acknowledges acceptance of the terms and conditions of this Licensing Agreement.