Marceline Mapping - Pro*Files License Agreement

Digital Products

LICENSE AGREEMENT

THIS LICENSE AGREEMENT is made and entered into by and between MARCELINE MAPPING, a Missouri Corporation and Purchasing Customer of Pro*Files (hereinafter referred to as "LICENSEE"); with the intention of the parties being that LICENSEE shall acquire hereby a non-exclusive right to make use of digital files originated, prepared, developed, maintained, and owned by MARCELINE MAPPING.

NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION HEREBY ACKNOWLEDGED AS RECEIVED BY ALL PARTIES HERETO, IT IS MUTUALLY UNDERSTOOD AND AGREED AS FOLLOWS:

MARCELINE MAPPING shall provide to LICENSEE digital work file(s) of the area/territory for the sole purpose (use), which shall be made by LICENSEE of said digital files, shall be as follows:
A. For internal working purposes only.
B. LICENSEE does not have the authority to reproduce or disclose information to any other person, firm or entity except as specifically authorized by Marceline Mapping.

MARCELINE MAPPING will further provide to LICENSEE the opportunity to acquire updated versions of the digital files initially provided to LICENSEE upon payment of such fee as shall be then charged by MARCELINE MAPPING for such updated service applicable to all similar LICENSEES of MARCELINE MAPPING'S said digital files which may be adjusted from time to time by MARCELINE MAPPING. However, MARCELINE MAPPING shall have no duty to update any of said digital files; but in the event MARCELINE MAPPING does update the same, LICENSEE shall be provided the opportunity to utilize the same as set forth above.

LICENSEE acknowledges and agrees that the right acquired hereunder is simply a license to use the digital files of MARCELINE MAPPING as specified herein and that, at all times, the ownership and exclusive right to possession of said digital files shall remain with MARCELINE MAPPING; and LICENSEE shall not duplicate, copy, sub-license, or in any other manner utilize said digital files without the prior expressed written consent of MARCELINE MAPPING being first obtained.

LICENSEE consents and agrees that the said digital files (including any updates of the same if applicable) constitute a valuable property right of MARCELINE MAPPING and that MARCELINE MAPPING will sustain substantial damages in the event of any unauthorized duplication, copying, sub-licensing, reselling, or in any other manner utilizing the same, either directly or indirectly, for any other purpose or with respect to any third party other than as expressly provided herein and, accordingly, LICENSEE specifically consents and agrees as follows:

A.	MARCELINE MAPPING shall be entitled to injunctive relief with respect to any such violation of the use of said digital files:

B.	MARCELINE MAPPING shall also be entitled to actual damages in addition to any such injunctive relief and the parties expressly consent and agree that such actual damages shall, in any event, be not less than Five Thousand Dollars ($5,000.00) for each violation of this LICENSE AGREEMENT by LICENSEE;

C.	In the event of any litigation brought by MARCELINE MAPPING to enforce the terms and conditions of this LICENSE AGREEMENT, MARCELINE MAPPING shall be entitled to recover all costs of litigation including a reasonable attorney's fee;

D.	The Circuit Court of Linn County, Missouri shall be deemed to have jurisdiction of any action brought to enforce the terms and conditions of this LICENSE AGREEMENT;

The license to use the said digital files as set forth herein above is non-exclusive and MARCELINE MAPPING may continue to utilize said digital files, including any updates thereof, either directly or by further licensing the same to third parties, etc;

The individuals signing this LICENSE AGREEMENT on behalf of the parties hereto and hereby represent and warrant that they are duly authorized to bind their respective principals and that this document does, in fact, constitute a valid and legally binding contractual agreement.

Marceline Mapping has prepared this digital file from records and other data on public file. The information from these records is believed to be useful and accurate. This information should not be used to prepare legal documents.

THIS LICENSE AGREEMENT shall be binding upon, and shall insure to the benefit of, the parties hereto, their heirs, personal representatives, successors, and assigns, and has been entered into together with any number of counterparts, each of which shall be deemed to be a duplicate original and each of which shall have the same force and effect as the original thereof.