September 1, 2014

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ILM CORPORATION ICUD ONLINE LICENSE AGREEMENT

PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY BEFORE USING THE ONLINE PRODUCT. ILM CORPORATION IS THE SOLE AND EXCLUSIVE LICENSER OF THIS ONLINE PRODUCT WHICH IS LICENSED UNDER THE TERMS OF THE ONLINE LICENSE AGREEMENT PRINTED BELOW (hereinafter, "Agreement"). BY USING THE ONLINE PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. ILM Corporation EXPRESSLY DOES NOT AGREE TO LICENSE THIS ONLINE PRODUCT TO YOU UNLESS YOU ASSENT TO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE FOLLOWING TERMS, YOU MAY, WITHIN THIRTY (30) DAYS THE DATE OF COMMENCEMENT, NOTIFY ILM Corporation OF YOUR DESIRE TO DISCONTINUE YOUR LICENSE AND YOU WILL BE CREDITED WITH A FULL REFUND.

Ownership
ILM Corporation is the sole and exclusive licenser of this online product and retains authority for issuing any and all subsidiary licenses. Except as expressly set forth herein, no part of the online product may be modified, copied or distributed in hardcopy or machine-readable form without prior written consent from ILM Corporation. All rights not expressly granted are reserved by ILM Corporation. Any other use of the online product by any person or entity is strictly prohibited and a violation of this agreement.

Scope of Rights Licensed (Permitted Uses)
ILM Corporation grants a limited, non-exclusive, non-transferable license to use the online product, in part or in whole, and to reproduce a single copy of limited portions for internal or personal use provided that a suitable acknowledgment is included on all copies in accordance with the terms of this agreement. To request permission to make additional copies of limited portions of the online product, contact icud@ilmcorp.com. Upon remitting payment to ILM Corporation, you may use or provide access to the online product only for employees, agents, representatives, customers or patrons as follows:

Pursuant to this agreement, access is granted to the online product for the limited purpose of searching the data contained in that product. The Licensee is authorized to access this product from networked terminals and permit concurrent usage by all Authorized Users. "Authorized Users" are:

Persons Affiliated with Licensee. Full and part time students and employees (including faculty, staff, affiliated researchers and independent contractors) of Licensee and the institution of which it is a part, regardless of the physical location of such persons. For Public Libraries, Authorized users include that institution’s staff, and all persons holding a valid library card from Licensee’s institution.
Walk-ins. Patrons not affiliated with Licensee who are physically present at Licensee's site(s) ("walk-ins").

Except as otherwise set forth in this agreement, under no circumstances may the data resident in this online product, in whole or in part, be copied, modified, distributed, or made available in any media, including, without limitation, electronic media, with or without charge, to any persons other than you, your employees or your patrons. You may not decompile, disassemble or otherwise reverse engineer the software. In addition, data extracted from the online product is to be used only in accordance with the terms of this agreement.

Restrictions on Transfer
This license is non-transferable and may not be sold, assigned, transferred or sublicensed to any other person or entity, including without limitation by operation of law, without the prior written consent of ILM Corporation. Any purported sale, assignment, transfer or sublicense without the prior written consent of ILM Corporation will be void and will automatically terminate the license granted hereunder.

New Materials
This agreement covers all tangible embodiments of the online product, including without limitation, the content and software resident therein, as well as documentation and regular and special updates and supplements if stipulated in the product description made available to you under this agreement.

Limited Warranty and Limitation of Liability
Neither ILM Corporation nor its Licensers represent or warrant that the information contained in the online product is complete or free from error, and neither assumes, and both expressly disclaim, any liability to any person for any loss or damage caused by errors or omissions, whether such errors or omissions are the result of negligence, accident or any other cause. In addition, neither ILM Corporation nor its Licensers makes any representations or warranties, either express or implied, regarding the performance of your network or computer system when used in conjunction with the online product.

ILM Corporation warrants that the online product will perform in substantial compliance with the documentation and description of product content supplied. If you report a significant defect in performance in writing to ILM Corporation, and ILM Corporation is not able to correct same within sixty (60) days after its receipt of your notification, you may cancel the online product license and request a refund.

EXCEPT FOR THE 60-DAY LIMITED WARRANTY RECITED ABOVE, ILM Corporation, ITS AFFILIATES, LICENSERS, SUPPLIERS AND AGENTS MAKE NO WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO THE ONLINE PRODUCT, INCLUDING WITHOUT LIMITATION THE SOFTWARE OR THE DATA RESIDENT IN THE ONLINE PRODUCT, AND SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT WILL ILM Corporation, ITS AFFILIATES, LICENSERS, SUPPLIERS OR AGENTS, BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF YOUR USE OR INABILITY TO USE THE ONLINE PRODUCT REGARDLESS OF WHETHER SUCH DAMAGES ARE FORESEEABLE OR WHETHER SUCH DAMAGES ARE DEEMED TO RESULT FROM THE FAILURE OR INADEQUACY OF ANY EXCLUSIVE OR OTHER REMEDY.

GOVERNING LAW
This Agreement shall be interpreted and construed according to, and governed by, the laws of Virginia and the United States of America. The federal or state courts covering Virginia shall have jurisdiction to hear any dispute under this Agreement.

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