The Licensor grants to the Licensee for the full term of this Agreement the non-exclusive right to copy the content described as: __________________________________________________________
that is published on the Internet at the time of this agreement at: http://www.laalmanac.com/_________________________.htm (hereinafter called "Licensed Material") for incorporation into: __________________________________

(hereinafter called the "Work") and to reproduce and distribute the Licensed Material in:__________________________________

The rights granted under this Agreement shall be granted worldwide (the "Territory").

Licensee shall be solely responsible for providing all funding and technical expertise for the development and marketing of the Work.

Licensee shall be the sole owner of the Work and all proprietary rights in and to the Work; except, such ownership shall not include ownership of the copyright in and to the Licensed Material or any other rights to the Licensed Material not specifically granted in Section 1 above.

Licensor shall waive any license fee for approved, non-commercial use.

All versions of the Work that include the Licensed Material shall contain on the same page(s) with the Licensed Material the following legible statement: [Map, Table, etc.] courtesy of Given Place Media & LAAlmanac.com. Type face shall be legible and at a size no less than 75% of body text.
Upon publication, Licensee shall furnish one copy of the Work to Licensor upon request.

Licensed Material is solely for the use of the Licensee. Licensee shall not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, sublicense, transfer, assign, rent, sell or otherwise convey Licensed Material obtained from Licensor in any way not specifically granted in Section 1 above without the prior written consent from Licensor.

Licensee shall not remove, obscure or modify any copyright or other notices included in the Licensed Material.

Licensee shall not use Licensed Material for any purpose that is unlawful or prohibited by these Terms of Use.

Other than as specifically permitted in this Agreement, Licensee shall not use the Licensed Material for any commercial purpose, including but not limited to the sale of the Licensed Material.

The Licensor shall retain the right to revise the source Licensed Material on Licensor’s website without notice. The provisions of this Agreement shall apply to each revision of the Licensed Material by the Licensor as though that revision were the Licensed Material being published for the first time under this Agreement.

The Licensor warrants that he is the sole owner of the Licensed Material and has full power and authority to make this Agreement; that the Licensed Material does not infringe any copyright, violate any property rights, or contain any scandalous, libelous, or unlawful matter. The Licensor shall defend, indemnify, and hold harmless the Licensee and/or its licensees against all claims, suits, costs, damages, and expenses that the Licensee and/or its licensees may sustain by reason of any scandalous, libelous, or unlawful matter contained or alleged to be contained in the Licensed Material or any infringement or violation by the Licensed Material of any copyright or property right.

Notwithstanding anything else in this Agreement:

Neither party shall be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption, or loss of profits, arising out of the use of or the inability to use the Licensed Material.

Licensor makes no representation or warranty, and expressly disclaims any liability with respect to the content of any Licensed Material, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information.

Except for the express warranties stated herein, the Licensed Material are provided on an "as is" basis, and Licensor disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Licensed Material or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. Licensor makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb or other such computer program. Licensor further expressly disclaims any warranty or representation to Authorized Users, or to any third party.

Each party shall indemnify and hold the other harmless for any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable attorney's fees, which arise from any alleged breach of such indemnifying party's representations and warranties made under this Agreement, provided that the indemnifying party is promptly notified of any such claims. The indemnifying party shall have the sole right to defend such claims at its own expense. The other party shall provide, at the indemnifying party's expense, such assistance in investigating and defending such claims as the indemnifying party may reasonably request. This indemnity shall survive the termination of this Agreement.

(a) This Agreement shall remain in effect for one (1) year unless terminated earlier in accordance with this Section 10. Upon expiration of the term and any renewal term(s) agreed upon pursuant to Section 10(b), or upon earlier termination in accordance with Section 10(c), the rights granted in the Licensed Material shall revert to the Licensor.

(b) Upon the expiration of the term of this Agreement, the parties may agree to renew this Agreement for an additional one (1) year term, upon the same terms and conditions as set forth herein.

(c) In the event that either party to this Agreeement shall fail to comply with this Agreement and shall fail to remedy such default within thirty (30) days after receipt of written notice thereof, this Agreement shall terminate upon expiration of the thirty (30) day period.

(d) Upon termination or expiration of this Agreement, Licensee shall cease reproducing and distributing the Work as soon as is feasible. Notwithstanding the foregoing, Licensee shall have the right to distribute existing copies of the Work then in stock, provided, the distribution period shall not exceed six (6) months from the date of termination. Licensor shall have the right to verify the existence and validity of the existing copies of the Work then in stock upon reasonable notice to Licensee.

(e) Termination or expiration of this Agreement shall not extinguish any of Licensee's or Licensor's obligations under this Agreement which by their terms continue after the date of termination or expiration.

The written provisions contained in this Agreement constitute the sole and entire Agreement made between the Licensor and the Licensee concerning this Licensed Material, and any amendments to this Agreement shall not be valid unless made in writing and signed by both parties.

In the event any dispute or controversy arising out of or relating to this Agreement, the parties agree to exercise their best efforts to resolve the dispute as soon as possible. The parties shall, without delay, continue to perform their respective obligations under this Agreement which are not affected by the dispute.

Mediation. In the event that the parties can not by exercise of their best efforts resolve the dispute, they shall submit the dispute to Mediation. The parties shall, without delay, continue to perform their respective obligations under this Agreement which are not affected by the dispute. The invoking party shall give to the other party written notice of its decision to do so, including a description of the issues subject to the dispute and a proposed resolution thereof. Designated representatives of both parties shall attempt to resolve the dispute within [time period] after such notice. If those designated representatives cannot resolve the dispute, the parties shall meet at a mutually agreeable location and describe the dispute and their respective proposals for resolution to responsible executives of the disputing parties, who shall act in good faith to resolve the dispute. If the dispute is not resolved within 30 (thirty) days after such meeting, the dispute shall be submitted to binding arbitration in accordance with the Arbitration provision of this Agreement.

Arbitration. Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. The parties shall endeavor to select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party shall select an arbitrator and the arbitrators in turn shall select a third arbitrator. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties.

All documents, Material, and information in the possession of each party that are in any way relevant to the claim(s) or dispute(s) shall be made available to the other party for review and copying no later than 14 (fourteen) days after the notice of arbitration is served.

The arbitrator(s) shall not have the authority, power, or right to alter, change, amend, modify, add, or subtract from any provision of this Agreement or to award punitive damages. The arbitrator shall have the power to issue mandatory orders and restraining orders in connection with the arbitration. The award rendered by the arbitrator shall be final and binding on the parties, and judgment may be entered thereon in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement.

This Agreement shall be governed according to the laws of the State of California, applicable to agreements made and to be wholly performed therein.

The Licensee may not assign, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the Licensor, which consent shall not be unreasonably withheld or delayed.

The address of each party hereto as set forth below shall be the appropriate address for the mailing of notices, checks and statements, if any, hereunder. All notices shall be sent certified or registered mail and shall not be deemed received or effective unless and until actually received. Either party may change their mailing address by written notice to the other.