Needle™ is provided by ITA Software, Inc (“ITA”). Unless you have another agreement with ITA governing your access to Needle, these Terms of Use (or the “Terms”) govern your use of any of the Needle data aggregation and/or integration tools (the “Needle Tools”) to which you have been granted access (including any related documentation), any content you collect and/or manipulate with Needle, and any content that is found on needlebase.com (all collectively referred to herein as “Needle”).

PLEASE READ ALL OF THESE TERMS AND CONDITIONS CAREFULLY. WHEN YOU USE NEEDLE, YOU ACKNOWLEGE AND ACCEPT THESE TERMS AND CONDITIONS AS PART OF THAT USE. THIS LICENSE IS A LEGAL AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS SET FORTH HEREIN, PLEASE NAVIGATE AWAY IMMEDIATELY AND CEASE ANY USE OF NEEDLE.

A. Terms Applicable to All Users

1. Generally. As used in these Terms of Use, the terms “you” or “your” refer to you individually. In the event you are entering into this agreement and using Needle on behalf of a company, partnership or other legal entity, the terms “you” or “your” also refer to that entity, and you represent that you have the authority to bind such entity to the terms of this License Agreement.

2. Your Obligations. You may use Needle for lawful, non-commercial purposes only. Without limitation, you may not use Needle to engage in any conduct that (1) violates or infringes the patent, trademark copyright, trade secret, publicity or other proprietary rights of any other person or entity, (2) encourages conduct that would constitute a criminal offense or that might give rise to civil liability, or (3) damages, disables, overburdens or impairs ITA’s servers or networks or otherwise interferes with the use of Needle or any other ITA software or service(s) by others. You may use Needle only as set forth herein, and ITA reserves all rights not expressly granted to you.

3. Needlebase Content.

(a) Generally. The content on needlebase.com is comprised of content collected, aggregated, and/or organized by ITA from a variety of internet and direct-feed sources, as well as content collected, aggregated and/or organized by others using the Needle Tools (collectively, the “Content”). Except as otherwise expressly permitted by a license applicable to a particular component of the Content, you may use Needle to view and manipulate the Content for personal, non-commercial purposes only.

ITA takes no responsibility for the accuracy of the Content. In addition, while ITA will make commercially reasonable efforts to ensure that the Content does not contain obscene, pornographic or other objectionable content, ITA shall have no responsibility for any objectionable content that may appear within the Content. ITA may disable access to some or all of the Content in the event that ITA, in its sole discretion, deems it necessary in order to comply with the DMCA.

(b) Your Use of Needle. You agree (1) that you will not use Needle for any commercial purpose; (2) that you will not publicly redisplay any Content; and (3) you will not access (or attempt to access) Needle by any means other than through the Needle interface that is provided by ITA.

(c) Trademark and Copyright. Without limiting any of the foregoing, all logos and trademarks found within the Content are and remain the property of their respective owners. Similarly, particular content found within the Content may be the copyright of a third party. And some content owned by a third party may be subject to its own license terms. No licenses, copyright or other rights in or to such logos, content and/or trademarks are granted to you by this license. Without limiting the foregoing, you agree to abide by all copyright notices, information, or restrictions contained in any Content accessed through Needle.

4. Ownership of Needle; Intellectual Property. You acknowledge and agree that, as between you and ITA, ITA is the sole and exclusive owner of Needle and all intellectual property comprised therein. You may not attempt to modify Needle or the Needle documentation, nor may you attempt to reverse engineer, decompile, disassemble and/or create any derivative work based on Needle or any of its component parts unless you have an explicit right thereto.

5. Assignment of Rights. Any rights granted to you under these Terms of Use may not be sublicensed, assigned or otherwise transferred to any other party. You may not share or transfer your username or password (if any) with any other person or party.

6. Term and Termination. ITA may discontinue Needle, and/or terminate your access to Needle at any time for any reason with or without notice to you.

7. Disclaimer of Warranty. You acknowledge and agree that your access to Needle is provided “AS IS” and without express or implied warranty of any kind. Without limiting the foregoing, any potentially implied warranties of merchantability, fitness for a particular purpose or non-infringement of third party intellectual property rights are specifically disclaimed. You expressly assume any and all risk associated with your use of Needle. This disclaimer of warranty constitutes an essential part of this Agreement.

8. Limitation of Liability. In no event will ITA be liable to you for any direct or indirect damages arising out of your use of (or inability to use) Needle, including, without limitation, any special or incidental damages, irrespective of whether ITA has been advised of the possibility of such damages.

9. Indemnification. You agree to defend, indemnify and hold harmless ITA and its employees, officers, directors, agents and affiliated companies from any liability, claims and/or expenses, including attorneys’ fees, that may arise from your use of Needle in violation of these Terms. ITA reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event, you agree to provide ITA with reasonable assistance.

10. Applicable Law. This license will be governed by the laws of the Commonwealth of Massachusetts without regard for its conflicts of laws principles. Exclusive venue for any action arising hereunder shall be in the federal or state courts of Massachusetts, and you expressly consent to personal jurisdiction therein.

11. Publicity. You may not use the name, trade name or trademarks of ITA or any of its affiliates in any advertising, promotional literature, or any other material, whether in written, electronic or other form, distributed to any third party without ITA’s prior written permission.

12. Export Controls. Needle may not be downloaded or otherwise exported or reexported (i) into (or to a national or resident of) Cuba, Iraq, North Korea, Iran, Syria, Sudan or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By using Needle, you are agreeing to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

13. Changes to Terms. These Terms may be changed or updated by ITA at any time without notice. You are responsible for checking these Terms periodically for changes. Your use of Needle after changes are posted to these Terms, signifies your acceptance of any new terms.

B. Terms Applicable to Users of the Needle Tools. If you have been granted access to the Needle Tools, the following additional terms apply to your use of Needle.

1. Use of the Needle Tools. You may use Needle to collect, aggregate, integrate and organize data from internet and/or direct feed sources from which you are permitted to collect content (“Your Curated Content”). At its discretion, ITA will host Your Curated Content. You may use Your Curated Content for non-commercial, evaluation purposes only.

2. Compliance With Intellectual Property Rights. You are responsible for obtaining permission from copyright (or other intellectual property or other rights) holders for ITA to acquire and maintain the source data of which Your Curated Content is comprised. Moreover, you are advised that ITA complies with the notice and takedown requirements of the Digital Millennium Copyright Act (“DMCA”). ITA may disable access to, or delete some or all of Your Curated Content in the event that ITA, in its sole discretion, (a) deems it necessary in order to comply with the DMCA, or (b) deems some or all of Your Curated Content to be obscene, offensive, harassing, or otherwise inappropriate or incompatible with appropriate use of Needle.

3. Applicability of other Terms. For the avoidance of doubt, and without limiting the foregoing, any and all limitations set forth herein with respect to Content, shall apply with equal force to your use of Your Curated Content.

4. Additional Limitation of Liability. ITA will use commercially reasonable efforts to ensure that Your Curated Content is secure and available only to authorized parties. However, you agree that ITA will have no liability to you for any direct or indirect damages arising out of or related to any unauthorized access by another party to Your Curated Content, including, without limitation, special or incidental damages, irrespective of whether ITA has been advised of the possibility of such damages.

Rev. Jan. 14, 2010