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Introduction

We are pleased to offer you this limited license to The Valuation Advisors Lack of Marketability Discount Study™. This document contains important limitations on your license and on our liabilities and important information about the Study. You should review this document in full before agreeing to license The Valuation Advisors Lack of Marketability Discount Study™.

Business Valuation Resources, LLC, gathers its data from sources it considers reliable. Although every precaution has been taken in preparation of the products we offer, Business Valuation Resources, LLC, and the authors of the products we offer assume no responsibility for errors or omissions, regardless of the cause of such inaccuracy, non-authenticity, error, or omission. BUSINESS VALUATION RESOURCES, LLC, AND THE AUTHORS OF THE PRODUCTS WE OFFER EXPRESSLY DISCLAIM ANY LIABILITY, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING FROM ERRORS OR OMISSIONS IN ITS PRODUCTS. FURTHERMORE, THE INFORMATION REPORTED MAY BE CONFIDENTIAL AND MAY NOT BE AVAILABLE FOR VERIFICATION IN SUPPORT OF LITIGATION.



Valuation Advisors Lack of Marketability Discount Study™ User License Agreement

This User License Agreement ("ULA") describes the terms by which Valuation Advisors, LLC ("VAL") offers you access to use its Discount for Lack of Marketability Discount Study (DLOM) Database.

1. Grant Of License

This ULA permits use of the DLOM for one party on any single computer. You must acquire and dedicate a license for each separate computer or user of the DLOM. A license for the DLOM may not be shared or used concurrently on different computers.

Subject to the terms of this Agreement, we hereby grant to you a non-exclusive license to use the DLOM. You may not copy, resell, distribute, rent, lease, loan, modify or create derivative works, adapt, translate, perform, display, sublicense or transfer any information from the DLOM. You may not reverse engineer, disassemble or decompile or otherwise reverse engineer or attempt to reverse engineer or derive source code from all or any portion of the DLOM or anything incorporated therein or otherwise unlawfully use any of the information, copyrighted or trademarked material, trade secrets, or other proprietary information contained in the database, nor permit any third party to do any of the above actions except to the extent that this restriction is expressly prohibited by applicable law.

2. Other Rights and Limitations

This ULA does not grant you any rights in connection with any trademarks or service marks of VAL.

We may amend this Agreement at any time in our sole discretion. Amendments may be communicated to you either a) at the time you log into your Account; b) through a conspicuous posting on our website; c) by email or d) by regular US mail. Such amendments shall be effective immediately.

You acknowledge and agree that you, and any user of your Account, must evaluate, and bear the risk associated with, the accuracy, completeness or usefulness of any DLOM content.

By licensing the DLOM, you hereby agree to refrain from writing, publishing or otherwise making any comments regarding the DLOM in any print or electronic media. You also agree to contact VAL before using DLOM information in any public presentation, seminar or other event outside the scope of the usage of a valuation work product for a client.

3. Copyright Protection

This study is licensed by VAL and is protected by the United States copyright laws and international treaty provisions. Therefore, you must treat the DLOM like any other copyrighted material (for example, a movie or book) and cannot copy the information contained in the DLOM without the permission of VAL.

4. Account Information

You may not transfer or share your Account with anyone. You are liable for all activities conducted through the Account. The owners and/or shareholders of Corporations, partnerships, limited liability corporations or sole proprietorships are liable for the accounts registered in their or their employee(s) name.

You are responsible for maintaining the confidentiality of your password and are responsible for any damage, harm, etc. resulting from your disclosure or allowing the disclosure of any password or from use by any person of your password to gain access to your Account.

5. Disclaimer

The DLOM database is offered on an "as is" basis, without warranties of any kind, either express or implied. You assume all responsibility for use of the DLOM database and waive all claims against VAL that may arise from utilization of this information. Further, VAL shall in no event be liable for any damages or losses, including without limitation, direct, indirect consequential, special, incidental or punitive damages resulting from or caused by this database or its content, including without limitation from your use or inability to use the database, delays in operation or transmission, communications line failure, or any error or omissions in content.

6. Changes, Updates to the DLOM

VAL may occasionally find it necessary to make changes to, correct any design errors, flaws or information within the DLOM. These changes may affect information you have used in the past. In no event will VAL be responsible for your reliance on such information.

7. Hacks, Modifications and/or Changes to the DLOM

You may not use any third party software to modify the DLOM. You may not use our intellectual property rights contained in the DLOM to create or provide any other means through which the DLOM may be used, copied, enhanced, or otherwise modified by any person. Further, you may not take any action which imposes an unreasonable or disproportionately large demand on the DLOM.

8. Disclosure of Information

We cannot ensure that your communications using the DLOM and other personally identifiable information will not be disclosed to third parties. For example, we may be forced to disclose information to the government or third parties under certain circumstances, or third parties may unlawfully intercept or access transmissions or private communications. Additionally, we can (and you authorize us to) disclose any information about you to private entities, law enforcement or other government officials as we, in our sole discretion, believe necessary or appropriate to investigate or resolve possible problems or inquiries.

9. Termination

Your only right and remedy with respect to any dissatisfaction with the DLOM is to terminate your subscription, including, without limitation, any dissatisfaction with (i) any terms and conditions of this Agreement, or any policy or practice used in operating the DLOM, (ii) content available in the DLOM, or any change therein, or (iii) the amount or type of fees paid.

10. Database Update

Valuation Advisors does not guarantee the size expansion of the database from year to year. Such expansion will depend on the number of initial public offerings (IPO's) each year. The IPO market is subject to rapid changes depending on current financial conditions, interest rates, the stock market and various other factors. VAL makes no guarantee of any kind, either expressed or implied, regarding the quality, accuracy, or validity of the data and/or information available. User acknowledges that any reliance upon such data and/or information obtained from or through use of the study is at the sole risk of the user.

11. Indemnity

You agree to indemnify, defend, and hold VAL, and all officers, directors, owners, agents, information providers, affiliates, licensors and licensees (collectively, "Indemnified Parties") harmless from and against any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of any breach of the User Agreement by you or any user of your account including, without limitation, reasonable attorneys' fees and court costs.

12. Unforseen Events

Valuation Advisors cannot be responsible for the DLOM due to an act of god, an act of war, or any national emergency, catastrophe, medical calamity, technology failure or other unforeseen events.

13. Limited Warranty

YOU ACKNOWLEDGE THAT BECAUSE OF THE COMPLEXITY OF COMPUTER TECHNOLOGY, VAL CANNOT AND DOES NOT WARRANT THAT THE DLOM's OPERATION WILL BE UNINTERRUPTED AND ERROR-FREE. WITHOUT LIMITING THE FOREGOING, WE DO NOT ENSURE THE CONTINUOUS, ERROR-FREE, SECURE OR VIRUS-FREE OPERATION OF THE DLOM OR YOUR ACCOUNT. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. WE DO NOT WARRANT THE DLOM WILL SATISFY THE REQUIREMENTS OF YOUR COMPUTER SYSTEMS OR THAT THE DLOM IS WITHOUT DEFECT OR ERROR. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS WHICH VARY FROM STATE TO STATE.

IN NO EVENT SHALL WE, OUR AFFILIATES OR OUR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH YOUR ACCOUNT, THE DLOM OR THIS AGREEMENT. YOUR REMEDY IS FEES PAID. SOME STATES DO NOT ALLOW THE FOREGOING LIMITATIONS OF LIABILITY, SO THEY MAY NOT APPLY TO YOU.

THE WARRANTY AND REMEDIES SET FORTH HEREIN ARE EXCLUSIVE AND IN LIEW OF ALL ORTHERS, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NO DISTRIBUTOR, AGENT OR EMPLOYEE OF VAL IS AUTHORIZED TO MAKE ANY MODIFICATIONS OR ADDITIONS TO THIS WARRANTY, UNLESS SUCH PERMISSION IS GRANTED UNDER A SEPARATE AGREEMENT.

This agreement is governed in all respects by the laws of the State of New York. If any provision of this Agreement is held to be invalid or unenforceable, such provisions shall be struck and the remaining provisions shall be enforced. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. You may not assign or transfer this Agreement or your rights hereunder, and any attempt to the contrary is void. This Agreement sets forth the entire understanding and agreement between us and you with respect to the subject matter hereof. Except as provided above, this Agreement may not be amended except in a writing signed by both parties. Any action to enforce this agreement shall be brought in the federal or state courts located in Buffalo, New York, USA.

Last updated: September 2011