Latin Portfolio LLC (the “Company”) agrees to furnish the user of this service (the "Subscriber"), and Subscriber agrees to license and use from Company this online service known as “Latin Portfolio” located on the Internet at www.latinportfolio.com (the “Service”), according to the terms and conditions set forth herein.  These terms and conditions and any accepted Order Forms shall together comprise and are hereafter known as the “Agreement.”  Subscriber agrees to be bound by these terms and conditions:

1. LICENSE

Company grants Subscriber a nonexclusive, nontransferable, limited license to access and use the Service and any reports, documents, materials, databases and information contained in the Service (the “Content”), solely for Subscriber’s own internal business use, in accordance with the terms and conditions of this Agreement.

2. USE OF SERVICE

The License granted hereunder permits Subscriber to access and use the Service and Content solely in the regular course of performing research or other related work.  The License includes the right to download and temporarily store limited excerpts of Content to a storage device under Subscriber's exclusive control solely to (i) display internally such limited excerpts of Content; (ii) include such limited excerpts of Content (appropriately cited and credited) in reports, presentations, memoranda, briefs and similar work prepared for Subscriber’s internal use and for its own customers as part of the ordinary course of Subscriber's business; and (iii) include limited excerpts of Content in printed documents or in electronic print files for use by Subscriber and for purposes of advising its own customers.

3. LIMITATIONS ON USE

Except as expressly permitted in this Agreement, Subscriber shall not:

i) Misuse nor copy, modify, transform, rewrite or translate the Service and Content, in whole or in part, nor commercially exploit the same;

ii) Alter, reverse, engineer, decompose, decompile, disassemble, or otherwise seek to duplicate the performance and characteristics of the Service and Content;

iii) Copy, duplicate, download, store, reproduce, publish, display, disclose, transmit, distribute, transfer or otherwise use the Service and Content, or any portion of the Service and Content, in any form or by any means;

iv) Rent, lease, lend, sell, sublicense, trade, assign, give or permit access to, disclose, use on behalf of, furnish or redistribute the Service and Content, or any part thereof, to any third party not expressly permitted in this Agreement, including but not limited to, any affiliate or related entity of Subscriber;

v) Use its knowledge about the Service and Content to create, or assist anyone else in creating, any material, product or service that is comparable to, or otherwise competes with, the Service and Content;

vi) Use the Service and Content in any way or manner that infringes the copyrights and proprietary interests therein;

vii) Remove, obscure or modify in any way the copyright notices and other proprietary right notices contained in the Service and Content;

viii) Use the Service and Content in any manner not authorized in this Agreement.

4. OWNERSHIP OF SERVICE

Subscriber acknowledges that (i) all rights, title and interests (including all copyrights, trademarks, service marks and other intellectual property rights) in the Service and Content, in all languages, formats and media throughout the world, are and shall continue to be the exclusive property of Company or its suppliers; (ii) the Service and Content are subject to protection under the copyright, trademark, trade secret and other intellectual property laws of the United States and other jurisdictions; (iii) the Service and Content were created, compiled, prepared, translated, selected and arranged by Company through the expenditure of substantial time, effort and resources; and (iv) the Service and Content constitute valuable intellectual property and trade secrets of Company.

5. PASSWORD PROTECTION

Subscriber shall maintain as confidential any usernames and passwords issued to Subscriber under this Agreement.  Subscriber is responsible for all access to and use of Service and Content through the usernames and passwords issued by Company to Subscriber, whether or not Subscriber has knowledge of or authorizes such access and use.

Unauthorized access or use of the Service and Content is unlawful.  Company shall have all rights provided by law to prevent such access or use and to collect damages in such event.  Subscriber shall notify Company in writing promptly upon becoming aware of any unauthorized access or use of the Service and Content by any party.

6. EQUIPMENT

Subscriber is solely responsible for obtaining, installing, maintaining and utilizing at its own cost and expense computer hardware and software, as well as communications equipment and services, to access and use the Service and Content.

7. FEES

Company shall invoice Subscriber and Subscriber shall pay Company the amount indicated in the Order Form (the “Fees”) within 30 days from the date of invoice together with any applicable sales taxes, value added taxes or use taxes.  Fees are subject to modification by Company upon renewal of this Agreement.

8. TERMINATION

This Agreement shall be effective from the date it is accepted by Company and shall remain in effect for a period of one year after the date that the Service and Content are first provided (the "Initial Term").  This Agreement shall automatically renew for successive one-year periods (the “Additional Term”), unless Subscriber or Company elects not to renew by providing written notice to the other not less than 60 days before the end of the Initial Term or any subsequent Additional Term.  Company shall have the right to terminate this Agreement immediately upon written notice to Subscriber in the event of a breach by Subscriber of the terms of this Agreement.

Upon termination of this Agreement for any reason, Subscriber shall within a reasonable period of time, but no more than thirty (30) days after termination, (i) pay Company all outstanding Fees owing for the Service herein; (ii) cease using the Service and Content in whole or in part; and (iii) certify to Company in writing that Subscriber has complied with the foregoing.  Subscriber shall not retain the Service and Content or any part thereof.  Subscriber shall remain responsible for all aforementioned charges until all usernames and passwords are deactivated.

9. CHANGE IN SERVICE

The Fees under this Agreement relate only to the Service and Content described in the attached Order Form.  Company may change, add, enhance, or discontinue from time to time during this Agreement, any portion of the Service and Content.  To the extent the Company withdraws any portion of the Service and Content, Subscriber's access and rights to such discontinued Service and Content shall terminate.  Company may elect to offer and Subscriber may license and utilize new Services and Content at an additional Fee to be mutually agreed between the parties.  The terms and conditions of this Agreement shall automatically apply to any additional Services and Content.

10. REMEDIES

If Subscriber or any of its employees or representatives breaches or threatens to breach any provision of this Agreement, Company shall be entitled to injunctive relief to enforce the provisions hereof, but nothing herein shall preclude Company from pursuing any action or other remedy for any breach or threatened breach of this Agreement, all of which shall be cumulative.

11. LIMITED WARRANTY

EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE SERVICE AND CONTENT ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS AND DELAYS.

NEITHER COMPANY NOR ITS SUPPLIERS MAKE ANY WARRANTY THAT ACCESS TO THE SERVICE AND CONTENT WILL BE UNINTERRUPTED, SECURE, COMPLETE, OR ERROR FREE.  SUBSCRIBER ACKNOWLEDGES THAT PROVISION OF THE SERVICE AND CONTENT ENTAILS THE LIKELIHOOD OF SOME HUMAN AND MACHINE ERRORS, DELAYS, INTERRUPTIONS AND LOSSES, INCLUDING THE INADVERTENT LOSS OF CONTENT OR DAMAGE TO MEDIA.

12. LIMITATION OF LIABILITY

SUBSCRIBER'S EXCLUSIVE REMEDY AND COMPANY’S, ITS PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS, ASSIGNS AND SUPPLIERS ENTIRE LIABILITY UNDER THIS AGREEMENT, IF ANY, FOR ANY CLAIM(S) FOR DAMAGES RELATING TO THE SERVICE AND CONTENT WHICH ARE MADE AGAINST THEM, INDIVIDUALLY OR JOINTLY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE OR STRICT LIABILITY, SHALL BE LIMITED, IN RESPECT OF ANY EVENT OR SERIES OF CONNECTED EVENTS IN ANY 12 MONTH PERIOD UNDER THIS AGREEMENT, TO THE AMOUNT PAID BY SUBSCRIBER IN RESPECT OF THE SERVICE IN THE 12 MONTHS IMMEDIATELY PRECEDING ANY CLAIM.

IN NO EVENT SHALL COMPANY, ITS PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS, ASSIGNS AND SUPPLIERS BE LIABLE TO SUBSCRIBER FOR ANY CLAIM(S) RELATING IN ANY WAY TO (i) SUBSCRIBER'S INABILITY OR FAILURE TO PERFORM RESEARCH OR OTHER RELATED WORK OR TO PERFORM SUCH RESEARCH OR OTHER RELATED WORK PROPERLY OR COMPLETELY, EVEN IF ASSISTED BY COMPANY OR ITS SUPPLIERS, OR ANY DECISION MADE OR ACTION TAKEN BY SUBSCRIBER IN RELIANCE UPON CONTENT; (ii) ANY LOST PROFITS OR OTHER CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES RELATING IN WHOLE OR IN PART TO SUBSCRIBER'S RIGHTS UNDER THIS AGREEMENT OR USE OF, OR INABILITY TO USE, THE SERVICE AND CONTENT, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (iii) THE PROCURING, COMPILING, INTERPRETING, EDITING, WRITING, REPORTING, TRANSLATING, ARRANGING OR DELIVERING CONTENT.

COMPANY SHALL NOT BE LIABLE FOR ANY DEFAULT UNDER THIS AGREEMENT RESULTING FROM FORCE MAJEURE, WHICH SHALL BE DEEMED TO INCLUDE ANY CIRCUMSTANCES BEYOND COMPANY’S REASONABLE CONTROL.

13. INDEMNIFICATION

Subscriber shall defend, indemnify and hold Company and its suppliers harmless against any claim, liability, loss, injury, damage, cost or expense (including, but not limited to, reasonable attorney's fees) incurred by Company or its suppliers arising from Subscriber's access or use of the Service and Content.

14. NO WAIVER

The failure, delay or omission of Company to exercise any provision under this Agreement shall not constitute or be construed as a waiver of such provision or the right to enforce it at a later time.

15. GOVERNING LAW

This Agreement and any modifications hereto shall be governed and construed under the laws of the State of Florida without giving effect to any conflict of law provisions.  This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.  Subscriber agrees to the jurisdiction of the courts of the State of Florida.

16. NOTICES

Any notice given under this Agreement shall be in writing and shall be delivered by certified mail, courier service, facsimile or electronic mail.

17. ASSIGNMENT

Subscriber may not assign or otherwise transfer this Agreement, nor any rights, duties or obligations under this Agreement to any other party, including but not limited to Subscriber's affiliates and related entities, without the prior written consent of Company.

18. HEADINGS

The headings in this Agreement are inserted only as a matter of convenience and for reference, and shall not be construed to define, limit, extend or describe the scope of this Agreement nor the intent of any provision.

19. SURVIVAL

If any term or condition of this Agreement shall be held to be invalid or unenforceable, the validity, legality and enforceability of the remaining terms and conditions hereof shall remain in full force and effect.  All terms and conditions of this Agreement that by their nature would survive termination of this Agreement, including but not limited to, those related to intellectual property ownership, remedies, limited warranty, limitation of liability and indemnification, shall survive the termination of this Agreement.

20. MODIFICATIONS

This Agreement represents the entire agreement between Company and Subscriber with respect to the Service and Content, and supersedes all prior agreements and representations.  This Agreement may not be modified or amended except by written instrument signed by both parties.