Commercial Redistribution License

NextGen Services Cities Database Commercial Redistribution License

DEFINITIONS "NextGen Services" refers to NextGen Services . "Named NextGen Services Product" refers to the Basic Edition, Pro Edition, Super Edition, Weblocations, Webgeocities, Zip Code,UK Database and Postal codes Cities Database products listed on www.worldcitiesdatabase.com

"Reseller" refers to a legally certified reseller of products and a member of the NextGen Services Reseller Program.

"Named Product" refers to the specifically nominated product or product suite; that is, the product the Reseller distributes with NextGen Services Product.

TERMS

1. This license grants you a non-exclusive, non-transferable, perpetual license, to distribute an unlimited number of Named NextGen Services Product within a Named Product, in return for one time redistribution fee of $1999.

2. You have the right to modify the Named NextGen Services Product and redistribute the software with the changes; without relaying back to NextGen Services.

3. Reseller shall not send or cause to be sent any unsolicited email ("spam"), including newsgroup postings, regarding Named Products or services involving Named Products.

4. NextGen Services licenses the Named NextGen Services Product to you on an "as is" basis, without warranty of any kind.

5. NextGen Services MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, BY WAY OF EXAMPLE BUT NOT OF LIMITATION, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. NextGen Services SHALL NOT BE HELD TO ANY LIABILITY (Financial/legal/Any unmentioned liability) WITH RESPECT TO ANY CLAIM BY RESELLER OR THIRD PARTY ON ACCOUNT OF OR ARISING FROM THE USE OF PRODUCTS.

6. NextGen Services does not guarantee 100% correct data with in any of Named NextGen Services Product because the data provided with or Named NextGen Services Product is collected from various sources and there is no governing standard to ensure correctness of the data. Hence NextGen Services MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, BY WAY OF EXAMPLE BUT NOT OF LIMITATION, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. NextGen Services SHALL NOT BE HELD TO ANY LIABILITY(Financial/legal/Any unmentioned liability) WITH RESPECT TO ANY CLAIM BY RESELLER OR THIRD PARTY ON ACCOUNT OF OR ARISING FROM THE USE OF PRODUCTS/DATA.

7. Ending your relationship with NextGen Services

7.1 The Terms will continue to apply until terminated by either you or NextGen Services as set out below.

7.2 NextGen Services may at any time, terminate its legal agreement with you if:

(A) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or

(B) NextGen Services is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or

(C) the partner with whom NextGen Services offered the Services to you has terminated its relationship with NextGen Services or ceased to offer the Services to you; or

(D) NextGen Services is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or

(E) the provision of the Services to you by NextGen Services is, in NextGen Servicesís opinion, no longer commercially viable.

7.3 Nothing in this Section shall affect NextGen Servicesís rights regarding provision of Services under Section 4 of the Terms.

7.4 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and NextGen Services have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 19.7 shall continue to apply to such rights, obligations and liabilities indefinitely.



8. EXCLUSION OF WARRANTIES

8.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 13 AND 14, SHALL EXCLUDE OR LIMIT NextGen ServicesíS WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

8.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND ďAS AVAILABLE.Ē

8.3 IN PARTICULAR, NextGen Services, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:

(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,

(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,

(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND

(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.

8.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

8.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NextGen Services OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

8.6 NextGen Services FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.



9. LIMITATION OF LIABILITY

9.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT NextGen Services, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:

(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY.. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;

(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:

(I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;

(II) ANY CHANGES WHICH NextGen Services MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);

(III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;

(IV) YOUR FAILURE TO PROVIDE NextGen Services WITH ACCURATE ACCOUNT INFORMATION;

(V) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;

9.2 THE LIMITATIONS ON NextGen ServicesíS LIABILITY TO YOU IN PARAGRAPH 9.1 ABOVE SHALL APPLY WHETHER OR NOT NextGen Services HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

Date: 14th April 2017