This Online Content Subscription Agreement (“Agreement”) is entered into as of the last date of signature hereon (the “Effective Date”) by and between the Customer identified on Schedule A hereto and Future in Focus, LLC, a District of Columbia limited liability company, with a principal place of business at 1221 24th Street, NW, Suite 102, Washington, DC 20037 (“Future in Focus”).

1.         Grant of License

1.1       In consideration of Customer’s payment of the applicable fees described in Schedule A hereto, Future in Focus grants Customer the right to have Customer employees (each of whom that registers for the Site, a "Registered User") register for access to Future in Focus’s website (the “Site”) and to access and use, subject to the terms and conditions of this Agreement, all generally available portions of the Future in Focus materials and content (“Content”) located on the Site as determined by Future in Focus, or as applicable, such portion of the Site as set forth on Schedule A, during the Term set forth on Schedule A. 

1.2       The license for the Site and Content (or portion thereof) is non-exclusive and may not be assigned, leased, sublicensed, or otherwise transferred, whether or not incorporated or merged into other programs or materials.  The Site and Content may only be accessed or used by Registered Users, and may not be used for the U.S. Government or to provide services (such as systems management or time-sharing) for a third party.

1.3       Customer and Registered Users may not download, print, copy, record, distribute, disseminate, modify, publicly display, or publicly perform (the "Limitations") any portion of the Site or Content, for any purpose.  Notwithstanding the foregoing, Customer and Registered Users may, with proper attribution and citation, quote the Content in any projects, presentations and communications for purely internal business use and consumption and subject to the restrictions and obligations contained in this Agreement, print any portion of the Site or Content for which Future in Focus expressly includes a “print” button on the Site and download any portion of the Site or Content for which Future in Focus expressly includes a “download” button.



3.         Ownership

            The Site and Content (including all portions thereof) are either proprietary to Future in Focus or they are proprietary to third parties that Future in Focus has the right to distribute and allow access to.  All copyrights, patents, trade secrets, and any other intellectual property rights related to the Site and the Content, and related to all copies, partial copies, adaptations, additions, collective works, compilations, derivative works, enhancements, modifications, and translations of the Site and Content, will remain in or are assigned to Future in Focus.  The Site and the Content may not be decompiled, disassembled, or reverse engineered.

4.         Customer Obligations

    1. Customer is solely responsible for:  all access, use and operation of the Site and Content by its Registered Users, employees, subsidiaries, affiliates, and any third parties using a Customer or Customer employee password or other identification, any act or omission thereby that would constitute a breach if committed by Customer, and any liability and costs associated therewith.
    1. Each Registered User may use only 1 ID and Password, and no other person or entity, whatsoever, may use that same ID and/or Password to access the Site or any Content.  It is Customer’s responsibility to ensure the safety of its ID’s and Passwords.  Future in Focus reserves the right to suspend Customer’s access to the Site and the Content if it has reason to believe that Customer is in breach of this Agreement.  In addition to any other remedies available at law or in equity, additional charges may apply in the event of unauthorized access to or use of the Site or any Content.

5.         Payment

5.1       Customer will pay Future in Focus for any and all amounts due hereunder within thirty (30) calendar days of the date of Future in Focus's invoice therefor.

5.2       Any fees described herein are exclusive of any and all applicable taxes, which shall be the sole and exclusive responsibility of Customer (excluding taxes based solely on Future in Focus’s income or property, which shall be the responsibility of Future in Focus).  If Customer is required to withhold or deduct any taxes from any payment, Customer shall be required to “gross up” the amount of such payment and shall pay the total amount reflected on the invoice without deduction for the applicable withholding taxes.

6.         Confidentiality; Use of Customer Name; Publicity

6.1       Confidentiality.  Future in Focus may provide to Customer certain information and materials that are not available to the general public, including but not limited to the Content, or any part thereof (the “Confidential Information”).  Customer shall not disclose Confidential Information to any third party (excluding the employees, contractors, accountants and counsel of Customer and similar representatives who have a legitimate need to know and are subject to obligations of confidentiality at least as restrictive as those contained herein) and shall use such Confidential Information only in connection with its access and use of the Site and the Content hereunder. Confidential Information shall remain the exclusive property of Future in Focus.  Customer shall not reproduce any Confidential Information without the written consent of Future in Focus and shall return all Confidential Information at the earlier of the termination or expiration of this Agreement, or upon the request of Future in Focus.  Confidential Information shall not include information that (a) is previously and independently known to or is independently developed by Customer (b) is acquired by Customer from a third party without continuing restriction on use; or (c) becomes or is publicly available to Customer through no breach of this Agreement.  Customer acknowledges that the existence, and the terms and conditions, of this Agreement are Confidential Information.  If Customer receives a subpoena or other validly issued administrative or judicial process demanding Confidential Information, it shall promptly notify Future in Focus of such receipt and tender to it the defense of such demand.  Customer will thereafter be entitled to comply with such subpoena or other process to the extent required by law.

7.         Term and Termination

7.1       This Agreement will be effective on the date last signed by both parties and will continue for the Term set forth on Schedule A.  Either party may terminate this Agreement if the other party materially breaches it and fails to remedy such breach within thirty (30) days of receipt of written notice thereof, in which case Customer must destroy all of its and its employees’ copies of any Content or portion thereof in its possession or control.  The confidentiality obligations in this Agreement will survive any expiration or termination of this Agreement.  Upon expiration or earlier termination of this Agreement, all licenses granted hereunder by Future in Focus to Customer shall immediately and permanently cease.

7.2       The provisions of Sections 2, 3, 4, 5, 6,  8, 9 and 10 will survive the expiration or earlier termination of this Agreement.

8.         Limitation of Liability

            Future in Focus's liability for any claim related to the Site, any Content or this Agreement, regardless of the form of action (whether in contract or tort, including negligence, or by statute) will in no event exceed the applicable fee paid for the access to the Content/Site from which the claim of liability arises, and in any event, Future in Focus's aggregate liability under this Agreement will in no event exceed the aggregate fees paid by Customer to Future in Focus hereunder.  In no event will Future in Focus be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits or savings, even if Customer has advised Future in Focus of their possibility.

9.         General

9.1       The laws of the District of Columbia will govern this Agreement, without regard for any conflicts of law rules that would require the application of a different jurisdiction’s laws.

9.2       Any provision of this Agreement that is held to be invalid, illegal, unenforceable, or void will in no way affect any other provision.

9.3       Neither party will be liable to any other party for any delay, error, failure in performance, or interruption of performance resulting directly or indirectly from causes beyond that party's reasonable control.

9.4       No waiver of any provision of this Agreement or any right or obligation of a party will be effective unless there is a signed writing evidencing the waiver.  The failure of a party to enforce a right will not constitute a waiver of the right.

9.5       The provisions of this Agreement will be binding on the parties' successors and assigns.  Customer may not assign or transfer this Agreement, in whole or in part, without the prior Future in Focus consent of Future in Focus and any assignment, transfer or attempt to assign or transfer by Customer without consent will be void.

9.6       Customer agrees to comply with all applicable United States export and re-export restrictions and regulations with respect to the Site, the Content and this Agreement.
9.7       This Agreement will not be amended or modified other than in a writing signed by both parties.  Any purchase order or other form supplied by Customer is for its administrative convenience only and will not bind either party.

9.8       The provisions set forth in this Agreement, together with Schedule A, constitute all the understandings and agreements between the parties with respect to the subject matter hereof.  Any prior agreements, letters, negotiations, promises, proposals, quotations, representations, or statements that are not expressly set forth in this Agreement (including any terms and conditions that may be included with any purchase orders) are of no force or effect.