JD Palatine owns the Pet Offender Registry^SM database (the “Registry”), which integrates Do Not Adopt Lists (each, a “DNA List”) of known animal abusers from animal shelters and pet adoption centers across the country. Client is in the business of providing animals for adoption and/or sale and desires to use the Pet Offender RegistrySM in its business.

The parties, intending to be legally bound, agree as follows:

1. Services In consideration of each payment, as specified in Section 2, JD Palatine hereby grants Client access to the Registry for a single query of the database (each a “Search”) and to obtain data therefrom (each a “Download”). JD Palatine further grants Client a limited, non-transferrable, non-assignable, non-sublicensable right to use the Download data for its own internal business purposes. Client shall not, and shall not permit any other person or entity to: (a) copy the Download data, in whole or in part; (b) modify or otherwise prepare derivative works or improvements of the Download data; (c) rent, lease, sell, sublicense, assign, distribute, publish, or otherwise make available the Download data or the Registry or any information obtained therefrom; (d) reverse engineer, disassemble, decompile, or adapt the Download data or the Registry or otherwise attempt to derive or gain access to the source code of the Registry in whole or in part; or (e) bypass or breach any security device or protection used for or in the Registry.
2. Payment If Client is a Partner Client (as defined below), it shall pay JD Palatine $4.50 per Search of the Registry or such other amount as JD Palatine may notify Client of from time to time. If Client is not a Partner Client, it shall pay JD Palatine $9.99 per Search of the Registry or such other amount as JD Palatine may notify Client of from time to time. Client may pay for Searches by ACH payment processing and such other means as JD Palatine may allow from time to time. JD Palatine shall invoice Client for Searches not paid for concurrently with the Search and all such invoices shall be due upon receipt by Client. If Client does not pay for any Searches when payment is due, past due amounts are subject to a service charge of 1½% per month or the maximum percentage rate permitted by law, whichever is less. If Client defaults in payment, Client shall be liable for all collection costs incurred by JD Palatine, including, without limitation, attorneys’ and collection agency fees, and all related disbursements.
3. Partner Clients In order to qualify as a Partner Client, Client must meet the following requirements: (a) Client shall provide to JD Palatine its DNA List as updated on a quarterly basis by providing a hard copy and/or uploading it to the Registry in such format as JD Palatine may specify from time to time; and (b) Client shall not provide its DNA List to any other consumer reporting agency or other party for commercial use. Client hereby grants JD Palatine a worldwide, royalty-free, perpetual, irrevocable, transferrable, assignable, sub-licensable license to use, display, modify, manipulate and reproduce the data contained in any DNA List and information contained in it provided hereunder.
4. Confidentiality Information obtained by Client from the Registry, including, without limitation, all Download data, is considered confidential by law. Upon its receipt, Client shall treat the information as confidential. Such information shall be maintained in confidential files to which physical and/or electronic access is restricted. Only those employees of Client who need such information to perform their job duties shall have access to the same, and such information shall not be disclosed to any other person or entity. When Client disposes of any information received, it shall cause it to be destroyed by shredding, burning or electronic destruction as required by applicable laws.
5. Risk Allocation
   1. JD Palatine hereby disclaims all representations and warranties regarding the Registry and any Download data, whether express, implied or statutory, including, without limitation, any warranty of security, accuracy, continuous operation, compatibility with other technologies, freedom from errors or harmful code, or non-infringement. In no event shall: (a) JD Palatine be liable to Client for any consequential, incidental, punitive or other similar damages or attorneys’ fees arising pursuant to or in connection with this Agreement or Client’s use of the Registry or Download data (even if made aware of the potential for such damages or attorneys’ fees), or (b) JD Palatine’s total liability for any Search conducted on the Registry exceed Client’s cost of such Search. Except as set forth in Section 5(b), Client shall indemnify, defend and hold harmless JD Palatine and its stockholders, directors, partners, members, managers, officers, employees, agents and representatives (the “Indemnified Parties”) from and against all losses, claims, liabilities, costs, judgments, fines, damages, and other amounts of any nature whatsoever (“Losses”) that may arise in connection with this Agreement or Client’s use of the Registry or any Download data, regardless of whether such Losses are suffered directly or arise in connection with any third-party claim, demand, action, suit or other proceeding (each, a “Claim”) and regardless of whether JD Palatine or any third party is proportionately negligent with respect thereto.
   2. Notwithstanding any other provision hereof to the contrary, JD Palatine shall indemnify, defend and hold harmless Client and its Indemnified Parties from and against all Losses that may arise in connection with any DNA List or other information provided by Client that is incorporated by JD Palatine into the Registry, regardless of whether such Losses are suffered directly or arise in connection with a Claim and regardless of whether Client or any third party is proportionately negligent with respect thereto.
6. Term; Survival The term of this Agreement shall be from the date hereof until it is terminated by either party. JD Palatine may terminate this Agreement upon any breach of this Agreement by Client upon written notice to the Client. Either party may terminate this Agreement upon at least sixty (60) days’ written notice to the other party. The provisions of this Agreement capable of performance after the termination date shall survive indefinitely.
7. Governing Law; Jurisdiction; Waiver of Jury Trial This Agreement and the relationship between the parties shall be governed by and construed in accordance with the internal laws of Pennsylvania without giving effect to any conflict of law provision of any jurisdiction. Except as otherwise provided in Section 8, any suit, action or proceeding arising out of this Agreement or the relationship between the parties shall be instituted in the federal courts of the United States of America or the courts of Pennsylvania, in each case located in Pittsburgh, Pennsylvania, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The parties irrevocably and unconditionally waive any claim of forum non conveniens. Each party irrevocably and unconditionally waives any right that it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement.
8. Specific Performance Each party agrees that money damages might not be a sufficient remedy for any breach or threatened breach of this Agreement by such party. Therefore, in addition to all other remedies available at law or in equity (which neither party waives by the exercise of any rights hereunder), the non-breaching party shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach or threatened breach of this Agreement by the other party, and the parties hereby waive any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such claim.
9. Miscellaneous Provisions This Agreement constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, whether written, oral, express or implied, with respect thereto. This Agreement may only be modified in writing signed by both parties; however, subsequent representations by Client to show compliance with existing or future laws are effective when signed by Client and become a part of this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. Client cannot assign or delegate its rights under this Agreement. Any purported assignment in violation of this Agreement shall be null and void. Except for Indemnified Parties under Section 5, this Agreement shall have no third party beneficiaries. If any term of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such term shall be deemed to be severed herefrom in such jurisdiction, and such invalidity, illegality or unenforceability shall not affect any other term of this Agreement or invalidate or render unenforceable such term in any other jurisdiction. All notices and other communications hereunder shall be in writing and shall be deemed to have been given (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or (iii) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to a party at its address stated above (or at such other address for a party as shall be specified in a notice given in accordance with this section). No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. JD Palatine shall be an independent contractor of Client pursuant to this Agreement. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, employment or fiduciary relationship between the parties. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which taken together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

IN WITNESS WHEREOF, the undersigned parties have executed and delivered this Agreement as of the date first stated above.