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License, Linking and Privacy

(REVISED MARCH 13, 2009)

BY ACCESSING, VIEWING OR USING THIS PRODUCT OR SERVICE, OR ANY DATA OR WORK THEREIN, (individually, the “Database”, and collectively, the "Sites"), YOU AGREE TO THE TERMS OF THIS LICENSE AGREEMENT ("Agreement") WITH TAX ANALYSTS ("TA"). YOUR CONTINUED ACCEPTANCE OF AND COMPLIANCE WITH THE TERMS OF THIS AGREEMENT ARE A CONDITION PRECEDENT TO YOUR RIGHT TO ACCESS OR USE THE SITES, OR ANY PORTIONS THEREOF. IF YOU DO NOT DESIRE TO ACCEPT THE TERMS OF THIS AGREEMENT, DO NOT ACCESS, VIEW OR USE THE SITES AND EXIT NOW.

1. Sites License. In consideration of Your full payment of the license fees for the Database to TA, or of TA granting you free trial Database access to the subscription Site, or of your accessing the free Site, and Your compliance with the terms of this Agreement, which are conditions precedent to TA’s license grant, TA grants You a non-exclusive, non-transferrable and limited license to access and use, and to reproduce insignificant portions of the Site, only for Your internal business or use in reports to clients in the normal course of Your business, or Your personal use, limited to a home, business and/or travel computer, and subject to all terms and conditions of this Agreement. You specifically may not provide access to the Sites, or any portions thereof, either directly or indirectly, to any third party. In addition, unless You have contracted for a network license with TA, You may not place the Sites, or any portions thereof, on a local or wide area network, gateway, or provide to third parties any other means of internal or external access whatsoever. Except as expressly permitted herein, You may not copy, reproduce, rent, lease, sell, modify, alter, commercially exploit, transmit, distribute, reverse engineer, create any derivative works or maintain any archive of the Sites, or any portions thereof.

2. Unique Identifiers and TA's Audit Rights. For subscription or trial access, You will be provided with a User ID and Password (collectively, the "Unique Identifiers") to be used only to access the subscription Site and to exercise Your rights and privileges under this Agreement. It is Your responsibility to protect Your Unique Identifiers from unauthorized use. You shall maintain as personal and confidential the Unique Identifiers, and are expressly prohibited from transferring or sharing them and from revealing them to any third party to this Agreement. Any violation of the foregoing may, at TA's sole discretion, result in immediate termination of Your access rights to the Site and the forfeit of your license fee. In the event that you violate the foregoing, You may also be responsible, at TA's sole discretion, for the immediate payment of the full subscription charges for each unauthorized user accessing the Site using Your Unique Identifiers. TA reserves the right during regular business hours, in its sole discretion and for any reason, upon reasonable notice to You, to inspect the premises where the Site is being used to verify compliance with the terms and conditions of this Agreement.

3. Proprietary Rights. You agree that all right, title and interest (including all copyrights, trademarks, service marks and other intellectual property rights) in and to the Sites, belong exclusively to TA. You agree to ensure that all marks, notices or legends pertaining to the origin, identity or ownership of the Sites, or any portions thereof, shall remain intact and clearly legible on any copy of the Sites’ content. TA makes no claim to U.S. government works.

4. Warranty Disclaimer. THE SITES, AND ANY PORTIONS THEREOF, ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND. TA AND ITS EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS, CONTRIBUTORS AND THIRD PARTY PROVIDERS (the "TA RELATED PARTIES") DO NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS CONCERNING THE SITES, AND SPECIFICALLY DISCLAIM ANY WARRANTY OR REPRESENTATION CONCERNING THE ACCURACY, RELIABILITY, COMPLETENESS, CURRENTNESS, OR FUNCTIONALITY OF THE SITES. MOREOVER, TA AND THE TA RELATED PARTIES DO NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND/OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS WITH RESPECT TO THE SITES. TA AND THE TA RELATED PARTIES ALSO DO NOT WARRANT THE SITES TO BE FREE OF ANY ERROR OR DEFECT. YOU: (1) ASSUME THE ENTIRE RISK AS TO THE SUITABILITY, USE, RESULTS OF USE, PERFORMANCE, ACCURACY, COMPLETENESS, CURRENTNESS AND PERFORMANCE OF THE SITES; (2) WAIVE ANY CLAIM OF DETRIMENTAL RELIANCE UPON THE SITES; AND (3) AGREE TO INDEPENDENTLY VERIFY, THROUGH OTHER SOURCES, THE ACCURACY, COMPLETENESS AND CURRENTNESS OF THE SITES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES SPECIFICALLY WAIVE ANY AND ALL RIGHTS UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT ("UCITA'').

5. Limitation of Liability. YOUR SOLE AND EXCLUSIVE REMEDY, AND TA’S AND THE TA RELATED PARTIES' ENTIRE LIABILITY, SHALL BE A REFUND OF ANY LICENSE FEE PAYMENT. IN NO EVENT SHALL TA AND/OR THE TA RELATED PARTIES HAVE ANY LIABILITY, IN CONTRACT, TORT OR OTHERWISE, FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF ANY INACCURACY OR DEFECT IN THE SITES, OR ANY PORTIONS THEREOF, OR YOUR USE OF OR INABILITY TO USE A PARTICULAR DATABASE OR SITE PORTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL TA OR THE TA RELATED PARTIES BE LIABLE FOR ANY DAMAGES.

6. No Third Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of TA and You and is not intended to benefit any third party. Only the parties to this Agreement may enforce it.

7. Termination. This Agreement is effective until terminated. To terminate an Agreement for subscription access, You must provide TA with written notice of Your termination. If You terminate a subscription within the first 30 days of use, You shall be entitled to a full refund of Your license fee. However, TA may also terminate Your license if You breach any terms or conditions of this Agreement, and You agree to forfeit any license fee paid to TA, even for terminations for breach within the first 30 days of use. Upon termination of this Agreement for any reason, You shall delete any copies made of the Database, or other portions of the Sites, and provide an affidavit to TA that this has been done. The provisions of Sections 1 through 10.7 of this Agreement shall survive any termination of this Agreement.

8. Linking. You may link to the free Site or the top-level page of the subscription Site, except through the process of framing or other distortion or obscuring of TA’s content, branding or other intellectual property information. TA ASSUMES NO RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENTS OF ITS SITES, INCLUDING CONTENTS THAT ARE REFERENCED BY OR LINKED TO THIRD PARTY SITES. TA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND FOR THE CONTENTS OF ITS SITES OR ANY THIRD PARTY SITES.

9. Privacy. TA is firmly committed to Your privacy and restricts its information gathering and dissemination practices for the Sites. If You request information on the Sites, You are required to provide TA with contact information (e.g. name, telephone number, email address, company name and state or country). A salesperson will assist You in the purchase of a subscription, and will require unique identifiers (e.g. name) and financial information. Unique identifiers are collected from visitors to verify user identities and are also used to generate user names for trial and paid subscriptions. This information is only used to fulfill orders, bill for products and services, and provide information to or contact You, when necessary. Once You purchase a subscription, TA then uses customer IP addresses to authenticate access, track usage and to administer its site. None of this information is shared with any third parties.

For users of the free Site, TA uses a session cookie that improves the user experience on the site but expires once the user leaves the site. The subscription Site uses cookies that expire over varying durations. No cookie or other information is shared with any third parties.

The Sites give You the options of changing or modifying previously provided information by contacting TA at: cservice@tax.org, or by postal mail at: Customer Service, 400 S. Maple Avenue, Suite 400, Falls Church, VA 22046. For questions about the privacy portion of this Agreement, the practices of the Sites or any dealings with the Sites, please contact TA at: cservice@tax.org, or by postal mail at: Customer Service, 400 S. Maple Avenue, Suite 400, Falls Church, VA 22046.

10. GENERAL

10.1 Governing Law & Forum. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA AND THE UNITED STATES, EXCLUDING LAWS RELATING TO CONFLICT OF LAWS. YOU IRREVOCABLY AGREE THAT ANY ACTION BY YOU HEREUNDER SHALL BE INITIATED AND MAINTAINED IN THE FEDERAL OR STATE COURTS IN VIRGINIA, AND YOU HEREBY SUBMIT TO PERSONAL JURISDICTION IN SUCH FORUM IN ANY ACTION BROUGHT BY TA AND/OR THE TA RELATED PARTIES. ANY ACTION BY YOU RELATING TO THE SITES MUST BE INITIATED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE.

10.2 Injunctive Relief. You agree that legal remedies alone provide inadequate protection of the Sites and their contents, and the intellectual property rights embodied therein, and that in addition to other relief, TA and/or the TA Related Parties may seek temporary or permanent injunctions to enforce their rights, and You hereby waive the requirement of any bond.

10.3 Evidence. This document and Your completion of the authorization process to access and/or use the Sites constitutes Your original signature in electronic form, and shall be considered an original document with authenticated signature admissible into evidence.

10.4 Changes. TA reserves the right to modify the provisions of this Agreement by posting a revised version of this Agreement on the Sites with a prominent indicator showing that the Agreement has been changed. Any modified Agreement shall be effective from the date such Agreement is posted.

10.5 Severability. Any provision hereof found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Waiver of any provision hereof in one instance shall not preclude enforcement on future occasions. Headings and subheadings are for purposes of reference and convenience and have no substantive effect.

10.6 Export & Government Rights. You may not export or re-export the Sites, or any portions thereof. In the case of the United States Government or any agency thereof as You, the following additional terms apply: Restricted Computer Software, as defined in the Rights in Data- General clause at FAR 52.227-14, and as applicable:

RESTRICTED RIGHTS LEGEND

Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013. Tax Analysts, 400 S. Maple Avenue, Suite 400, Falls Church, Virginia 22046.

10.7 Entire Agreement. This Agreement: (1) constitutes the complete and exclusive agreement among the parties with respect to use of the Site, or any portion thereof; and (2) supersedes all other communications, representations, statements and understandings, whether oral or written, among the parties concerning its subject matter.