Company Credit Report License Agreement

Date of last revision: July 17, 2009

Company Credit Report License Agreement

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS.

Definition:

“Report”: for the purpose of this Agreement, “Report” means any of the three types of Company Credit Report (“Basic Report”, “Detailed Report” or “In-Depth Report”) available for purchase on the web site www.mercatrade.com.

“Subject”: for the purpose of this Agreement, Subject means the company for which a Credit Report has been requested by the Licensee.

1. Acceptance of the Credit Report License Agreement

Whole agreement

These following terms describe the Credit Report License Agreement (“the License Agreement”) that is entered between you (“the Licensee”) and MERCATRADE S.A. By agreeing to the License Agreement you also accept to be bound by the MERCATRADE Terms of Use (terms not defined in this agreement bear the same meaning as those contain in the MERCATRADE Terms of Use). If you do not accept the later set of terms and conditions, please do not agree to the License Agreement.

For the purpose of this Agreement, MERCATRADE is acting as an authorized re-seller of a third party credit agency, here after mentioned as “ACP”.

The Report is offered through the web site identified by the uniform resource locator (URL) www.mercatrade.com.

Conditions of acceptance

This License Agreement will take effect, once the following conditions are fulfilled:

• Completion of the on-line purchase order process including clicking on the “I agree” button available at the end of this form

and

• Reception by us of the full payment of the Report fee.

2. Conditions of Use

Ordering the Credit report

It is your responsibility to provide us with accurate data in order to conduct the credit report investigation. Consequently, we encourage you to verify carefully the information you provide us with regarding the Subject.

Use of the Report

MERCATRADE grants the Licensee a non-exclusive, non transferable limited license to use the Report solely for their personal or internal purposes.

Under no circumstances does this Agreement permit the Licensee to use the Reports for any other commercial applications other than those listed here above. Specifically the Licensee agrees not to use the Reports or any part of the Reports for any other application, including but not limited to the following prohibited applications:

a)     Sell, in part or in its entirety, the Reports to other third party re-sellers;

b)    Contract, formally or informally, with any third parties engaged in the credit reporting industry to re-sell the Reports;

c)     Publish, print, photocopy, store or otherwise use the Reports for any commercial use other than that provided for under this Agreement.

Obligation of the Licensee

The Licensee acknowledges that all information contained within the Reports are subject to international copyright and warrants that it shall not make any use of such information other than strictly in conformity with the Agreement and such laws.

License fee and payment

All payments made are not refundable.

Fee for the Report may change from time to time, from one year o another, at MERCATRADE’s sole discretion, for promotional events, for new services or new fee policy applicable. The fee to be paid by you is the fee applicable at the date of your request for the Report.

The Report Fee is exclusive of any taxes, duties or other governmental, banking or transactional and handling charges or levies. In particular, if you proceed to payment by bank transfer, it is your responsibility to make sure that the full Report fee reaches MERCATRADE bank account.

Prohibition

Any unlawful use of credit Card or Bank Account is prohibited. MERCATRADE shall not be held responsible for the provision of the service which has been paid for via unauthorized credit card or bank accounts.  You agree to indemnify and hold MERCATRADE, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including attorney’s fees, arising out or in connection with any unauthorized use of credit card or bank accounts.

3. Intellectual Property Rights

All materials associated with the Reports, including but not limited to copyright and design rights, remain the exclusive property of ACP.

ACP exclusively owns all data and intellectual property rights in and to ACP’s database and all parts thereof, data and software developed by ACP. ACP's rights in and to such intellectual property shall be indefeasible and not subject to reversion under any circumstances. The Licensee understands and agrees that sole ownership resides with ACP for the Reports, including all enhancements, additions and up-dates. The Licensee has no rights of any kind with respect to the intellectual property developed by ACP in conjunction with the Reports, the database design, delivery systems, interfacing software, database software and shall not make use of it or anything derived there from for any purpose other than performing its obligations under this Agreement.

4. Termination of the Licensing Agreement

MERCATRADE may terminate the License Agreement with immediate effect and without notice in case of any breach by the Licensee of this Agreement.

In case of termination of the License Agreement, MERCATRADE would not proceed to any refund of the Licensing fee.

In the event of termination, the Licensee further agrees to destroy or erase all electronically stored data/media related to the Reports, but not restricted to electronically stored copies that have come into the possession of, or arisen as a result of, the Licensee's participation in this Agreement

5. Disclaimer and Limitation of Liability

Disclaimer

THE REPORT IS FURNISHED IN STRICT CONFIDENCE AT YOUR REQUEST BY ACP THROUGH MERCATRADE, FOR YOUR EXCLUSIVE USE AS AN AID IN CONSIDERING CREDIT, TRADE FINANCE, INSURANCE, MARKETING AND OTHER BUSINESS DECISIONS AND FOR NO OTHER PURPOSE. THE INFORMATION IN THE CREDIT REPORT SHALL NOT BE REVEALED, SUPPLIED, COPIED OR DISPLAYED IN ANY FORM, NOR MADE KNOWN TO THE SUBJECT, NOR ANY OTHER PARTY WITHOUT PRIOR WRITTEN AUTHORIZATION FROM MERCATRADE. THE LICENSEE WILL BE LIABLE TO INDEMNIFY MERCATRADE AND ACP FOR ANY LOSS, DAMAGE, OR EXPENSE INCURRED AS A RESULT OF YOUR BREACH OR NON-OBSERVANCE OF ANY OF THESE CONDITIONS. ALTHOUGH EVERY EFFORT HAS BEEN MADE BY ACP TO ENSURE THE ACCURACY OF THE REPORT CONTENTS, ACP DOES NOT WARRANT THE CORRECTNESS OF INFORMATION.

Limitation of liability

The Licensee expressly acknowledges and agrees that the Reports are provided to it on an “as is” basis and that its use and use by the Licensee is at the sole risk of the user. MERCATRADE, its subsidiaries, affiliates and management make no representation nor give any warranties or conditions or undertaking (expressly or implied) of any kind whatsoever (save those expressly stated in this Agreement) relating to the Reports including any information furnished through the Reports, including without limitation, non-infringement of third party rights or merchantability or suitability or fitness for any particular purpose or use. Because of the possibility of human or mechanical error by MERCATRADE, its employees and/or its suppliers, MERCATRADE does not warrant, undertake, guarantee or make any representation to the Licensee

a)     Regarding the use, or the results of the use of the Reports or any information in the Reports including but not limited to, its completeness, correctness, accuracy, reliability, performance, currentness or otherwise;

b)    Nor that the Reports will be uninterrupted or error free.

MERCATRADE shall not be liable to the Licensee, nor to the Licensee’s customers, subscribers, members, one-time users, nor to anyone else for any direct, indirect, consequential or incidental loss, costs or damages nor any special or punitive damages or injury cause in whole or in part by MERCATRADE’s negligence or contingencies beyond its reasonable control in procuring, compiling, interpreting, editing, reporting or delivering any information through the Reports. In no event will MERCATRADE be liable to the Licensee or its customers for any direct, indirect, consequential, incidental, special or punitive damages, including any loss of profits, or for any third party claim of any nature whatsoever arising as a result of use of the Reports.

The Licensee further acknowledges and agrees that MERCATRADE may, at its absolute discretion and at any time, amend, or remove, without notice to the Licensee, any information from the Reports, provided that any such change does not materially affect the Licensee’s or the Licensee’s customers use of the Reports.

6. Additional terms

Assignment

The Licensee may not assign this Agreement, in whole or in part, without MERCATRADE’s prior written consent. Any assignment of this Agreement without such consent will be unenforceable, null and void.

Entire Agreement

This License Agreement and the MERCATRADE Terms of Use constitute the entire agreement between you and MERCATRADE superseding any prior agreements between you and MERCATRADE relating to your use of the Service.

For any other additional terms to this Agreement, please refer to MERCATRADE Terms of Use available on www.mercatrade.com