EXPERIAN ONLINE DATA LICENSE TERMS AND CONDITIONS

By clicking on the "I Accept" button set forth below, you agree that both you and the business on behalf of which you are licensing the Experian data through this website (collectively "You") shall be bound by and shall strictly comply with all of the following terms and conditions and that Experian Marketing Solutions, Inc. ("Experian") shall be the beneficiary of such agreement and shall be entitled to enforce these terms:

1. Definitions.

The following capitalized terms shall have the meaning ascribed thereto in this Agreement:

"Agreement" shall mean these terms and conditions.

"Claim" shall mean any third party claim, damage, loss, liability, cost or expense, including reasonable attorney's fees.

"Confidential Information" shall mean all information, materials and Experian Data that Experian discloses to You in the performance of this Agreement and the performance of the Data Services.

"Data Services" shall mean Experian licensing one or more marketing prospect Lists to You through the process set forth at the Website.

"Experian Data" shall mean any consumer or business information or data provided to You or Your designee by Experian in connection with this Agreement.

"Experian Property" shall mean the Experian Data and any technologies, methods, processes, know-how, techniques and any other Intellectual Property Rights used, originated or developed in connection with this Agreement.

"Fees" shall mean the fees for the Services.

"Indemnify" shall mean to indemnify, defend and hold harmless a Party and its officers, directors, and employees from and against any and all third party claims, damages, losses, liabilities, costs and expenses (including reasonable attorney's fees).

"Intellectual Property Rights" shall mean any and all copyrights, patents, trademarks, trade secrets, and any other intellectual property rights recognized under applicable law associated with or relating to Experian's proprietary data, software, materials, technologies, processes, and methodologies, and any all extensions, modifications and enhancements thereto, and derivative works thereof.

"License Term" shall mean the duration of Your permitted use of Experian Data, which shall be deemed to be for a one time use.

"List" shall mean Experian Data that Experian compiles based upon Your designated selection criteria.

"Order" shall mean Your Order for the Data Services.

"Registries" shall mean any federal, state or other "Do Not Call" registry.

"Security Breach" shall mean any actual, potential or threatened unauthorized access to or use of any Experian Data.

"Website" shall mean the Experian website located at http://www.experiandataselect.com and all related or linked web pages.

2. Data Services

2.1 Data Services. Experian shall provide You with List for which You submitted an Order. Experian may decline to fulfill any Order with or without notice to you and may terminate your right to use any of the Experian Data upon notice to you in writing or by electronic mail. Upon receipt of such notice, You shall immediately cease any use of the Experian Data.

2.2 Experian Data Use and Restrictions.

(a) Experian hereby grants to You a limited, nonexclusive, and nontransferable license to use the Experian Data during the License Term in the United States in strict accordance with this Agreement. You shall destroy the Experian Data within thirty (30) days following the expiration or termination of the License Term. In the event that You fail to comply with the foregoing, Experian may charge You additional Fees for Your continued use of the Experian Data at Experian's then-standard rates, in addition to exercising any other remedies Experian may have at law or in equity.

(b) You shall use Experian Data solely for Your internal use for Your direct marketing purposes in strict accordance with: (i) all applicable federal, state and local laws, regulations, rules, and judicial and administrative decisions; (ii) relevant industry guidelines (including, but not limited to, Direct Marketing Association Guidelines); and (iii) Your own privacy policies.

(c) You shall not (i) resell, license, or otherwise provide or disclose Experian Data to any third party; (ii) copy or otherwise reproduce any Experian Data, except as necessary for backup or security purposes; (iii) attempt to discover or reverse engineer any confidential and proprietary criteria developed or used by Experian in the compilation of the Experian Data or the performance of the Data Services; (iv) merge or incorporate the Experian Data with any third party file without Experian's prior written consent; (v) use Experian Data to enhance any third party file or list, or develop, publish or maintain any list, enhancement, directory, or other similar product; (iv) use Experian Data in any marketing communication that refers to selection criteria or presumed knowledge about the recipient; or (vii) permit access to Experian Data to individuals incarcerated in prisons or correctional institutions.

(d) You shall use a List solely for a single use for one of the following purposes: (i) direct mail; (ii) conducting telephone solicitations; or (iii) conducting telephone or direct mail surveys. In addition, You may utilize a List for Your internal analysis or to apply to previous mail suppression.

(e) You acknowledge that Experian Data has not been collected for credit purposes and is not intended to be indicative of any consumer's credit worthiness, credit standing, credit capacity, or other characteristics listed in Section 603(d) of the Fair Credit Reporting Act ("FCRA"), 15 USC Section 1681a. You shall not use any Experian Data as a factor in establishing any consumer's eligibility for (i) credit or insurance used primarily for personal, family or household purposes, (ii) employment purposes, or (iii) other purposes authorized under Section 604 of the FCRA, 15 USC Section 1681b or any similar statute.

(f) In the event that You select Experian Data that contains records that have been analyzed in conjunction with any Registry or Registries, You hereby acknowledge and agree that represents and warrants that You shall utilize all provided records in compliance with DMA guidelines and all applicable federal and state "Do Not Call" ("DNC") laws, rules, and regulations and You represent and warrant to Experian that You have requested or received and will strictly use said records based upon either statutory exemptions or exclusions from statutory definitions under all applicable DNC laws, rules, regulations, and guidelines for telemarketing activities, including but not limited to those exemptions or exclusions based upon non-profit, business relationship, or market research status. Further, if receiving "flagged" DNC records, You certify that Your use of said records is solely to prevent telemarketing calls to those "flagged" telephone numbers. You acknowledges that it is solely Your responsibility to ensure that Your use of telephone records provided by Experian is compliant with all federal, state and local laws and industry guidelines.

2.3. Security. You will maintain reasonable security procedures and practices appropriate to the nature of the information to protect the Experian Data from unauthorized access, destruction, use, modification or disclosure. You shall provide Experian immediate written notice upon discovery or notification of any Security Breach and immediately and at Your own expense investigate and take all steps to identify, prevent and mitigate the effects of any Security Breach. You shall promptly provide to Experian a detailed description of the incident, the Experian Data accessed, the identity of affected consumers, and such other information as Experian may request concerning the Security Breach and conduct any recovery necessary to remediate the impact and bear any cost or loss Experian may incur as a result of a Security Breach, including any cost associated with Experian notifying any effected consumers.

2.4. Copy Review. Upon Experian request, You shall provide to Experian a copy of all components of any direct marketing offer using Experian Data for Experian review and approval. Experian may suspend or terminate Data Services in the event You fail to comply with this Section 2.4 or any such solicitation fails to comply in any respect with this Section 2.

3. Confidentiality

3.1 Restriction. Experian may from time to time disclose to You Confidential Information in connection with the performance of this Agreement or the Data Services. You shall treat all Confidential Information provided by Experian as proprietary and confidential to Experian and shall not disclose or permit disclosure of such Confidential Information to any third party, provided that You may disclose Confidential Information to Your employees on a need-to-know basis. You shall safeguard all Confidential Information with at least the same degree of care (and in no event less than reasonable care) as You use to protect Your own confidential information of like kind. You shall use the Confidential Information solely for the purpose of fulfilling Your obligations under this Agreement and shall not use or disclose such Confidential Information for Your own benefit or the benefit of others, except as otherwise authorized by this Agreement or Experian in writing.

3.2 Exclusions. The following shall not be deemed Confidential Information and You shall have no obligation with respect to any such information that is: (i) in or enters the public domain by no fault or wrongful act of You; (ii) known by You prior to disclosure by Experian; (iii) disclosed to You by a third party who was not under a similar restriction or obligation of confidentiality to Experian and without breach of this Agreement; (iv) independently developed by You without any breach of this Agreement, as shown by documentary evidence; (v) approved for release by written authorization of Experian; or (vi) disclosed pursuant to the lawful requirement or order of a court or governmental agency, provided that, upon Your receipt of a request for such a disclosure, You give prompt notice thereof to Experian (unless such notice is not possible under the circumstances) so that Experian may have the opportunity to contest such disclosure and seek a protective order or other appropriate remedy.

3.3 Return or Destruction. All Confidential Information transmitted or disclosed hereunder will be and remain the property of Experian, and You shall (at Experian's election) promptly destroy and certify such destruction in writing or return to Experian any and all copies thereof upon termination of this Agreement, or upon Experian's written request.

3.4 Remedies. The Parties acknowledge and agree that, given the unique and proprietary nature of the Confidential Information, monetary damages may not be calculable or a sufficient remedy for Your breach of this Section 3, and that Experian may suffer irreparable injury as a consequence of such breach. Accordingly, in the event of an actual or threatened breach of this Section 3, Experian shall be entitled to seek equitable relief (including, but not limited to, injunction and specific performance) to remedy such breach or threatened breach. Such remedies shall not be deemed to be exclusive remedies for a breach by You, but shall be in addition to any other remedies available to Experian at law or in equity.

4. Warranty

4.1 General Warranty. Experian warrants to You that Experian shall: (i) use commercially reasonable efforts to provide the Data Services in a timely manner and in accordance with applicable specifications; and (ii) the Experian Data will be as complete, accurate, and current as such data can be in view of Experian's customary method of compilation or acquisition of such data and the nature and accuracy of Experian's sources for such data.

4.2 Warranty Disclaimer. Because the Services may involve conveying information provided to Experian by other sources, Experian cannot and will not, for the fee charged for the Services, be an insurer or guarantor of the accuracy or reliability of the Services or the data contained in its various databases. THE WARRANTIES SET FORTH IN SECTION 4.1 ARE THE ONLY WARRANTIES EXPERIAN HAS GIVEN YOU WITH RESPECT TO THE DATA SERVICES. EXPERIAN MAKES NO REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE DATA SERVICES, ANY EXPERIAN DATA, OR ANY OTHER MATERIALS (TANGIBLE OR INTANGIBLE) SUPPLIED BY EXPERIAN HEREUNDER, AND EXPERIAN HEREBY EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT THERETO, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES AS TO THE ACCURACY, COMPLETENESS OR CURRENTNESS OF ANY DATA OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

5. Indemnification

5.1. Experian. Experian shall indemnify, defend and hold harmless You and Your officers, directors, and employees from and against any and all Claims to the extent arising as a result of any (i) infringement of any United States patent, copyright, trade secret, or other intellectual property right in connection with the Experian Data; or (ii) Experian violation of any applicable national, federal, provincial, state and local laws, regulations, rules, or judicial or administrative decision or order in Experian's performance of the Data Services.

5.2. You. You shall indemnify, defend and hold harmless Experian and its officers, directors, and employees from and against any and all Claims to the extent arising as a result of any (i) Security Breach; or (iii) violation by You of any applicable federal, state and local laws, regulations, rules, or judicial or administrative decision or order in Your use of the Experian Data or the Data Services.

5.3. Procedures. A party seeking indemnification for a Claim pursuant to this Schedule ("Indemnified Party") shall provide written notice detailing the circumstances of the Claim to the party responsible for indemnifying against the Claim ("Indemnifying Party") promptly following the discovery of such Claim by the Indemnified Party. Failure to timely provide such notice shall not diminish the Indemnifying Party's indemnification obligation except to the extent the Indemnifying Party's ability to defend such Claim is materially prejudiced by such failure or delay. The Indemnified Party shall provide the Indemnifying Party with such information and cooperation as the Indemnifying Party may reasonably request.

6. Limitation of Liability

You hereby acknowledge that Experian maintains several databases updated on a periodic basis, and that Experian does not undertake a separate investigation for each inquiry or request for Services made by You. You also acknowledge that the Fees are based upon Experian's expectation that the risk of any loss or injury that may be incurred by use of the Data Services will be borne by You and not Experian. If You reasonably determine that the Data Services do not meet Experian's obligations under this Agreement, You shall so notify Experian in writing within ten days after receipt of the Data Services. Your failure to so notify Experian shall mean that You accept the Services "AS IS". If You so notify Experian within ten days after receipt of the Data Services, then, unless Experian reasonably disputes Your claim, Experian shall, at its option, either reperform the Services in question or issue You a credit for the amount You paid to Experian for the nonconforming Data Services. EXPERIAN'S REPERFORMANCE OF THE SERVICES OR THE REFUND OF ANY FEES SHALL CONSTITUTE YOUR SOLE REMEDY AND EXPERIAN'S MAXIMUM LIABILITY UNDER THIS AGREEMENT. IF NOTWITHSTANDING THE ABOVE, LIABILITY IS IMPOSED ON EXPERIAN, THEN YOU AGREE THAT EXPERIAN'S TOTAL LIABILITY FOR ANY OR ALL OF YOUR LOSSES OR INJURIES FROM EXPERIAN'S ACTS OR OMISSIONS UNDER THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE LEGAL OR EQUITABLE RIGHT CLAIMED TO HAVE BEEN VIOLATED, SHALL NOT EXCEED THE FEES PAID BY YOU HEREUNDER FOR THE DATA SERVICES THAT ARE THE SUBJECT OF THE ALLEGED BREACH. YOU COVENANT THAT YOU WILL NOT SUE EXPERIAN FOR ANY AMOUNT GREATER THAN AS SET FORTH IN THIS SECTION 6.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL EXPERIAN BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES TO BUSINESS REPUTATION, LOST BUSINESS, OR LOST PROFITS), WHETHER FORESEEABLE OR NOT AND HOWEVER CAUSED, EVEN IF EXPERIAN IS ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES MIGHT ARISE.

7. Miscellaneous

7.1 Governing Law. This Agreement shall be deemed to have been perfomed in and shall be governed by the internal laws of the State of Illinois without regards to its conflicts of law principles. Any dispute under this Agreement shall be brought in the federal or state courts in Cook County, Illinois.

7.2 Rights. Experian shall own and retain exclusively all right, title and interest in and to any Experian Property. You acknowledge that Experian has expended substantial time, effort and funds to create and deliver the Data Services and compile its various databases and that all data in Experian's databases and any other intellectual property that are used or developed in connection with the Data Services are and will continue to be Experian's exclusive property. Nothing contained in this Agreement shall be deemed to convey to You or to any other party any ownership interest in or to intellectual property or data used or provided in connection with the Data Services.

7.3 Assignment. This Agreement may not be assigned, transferred, shared or divided in whole or in part by You without Experian's prior written consent.

7.4 Waiver. Experian may waive compliance by You with any covenants or conditions contained in this Agreement, but only by written instrument signed by an authorized representative of Experian. No such waiver, however, shall be deemed to waive any other circumstance or any other covenant or condition not expressly named in the written waiver.

7.5 Records and Audit. You shall maintain complete, detailed, and accurate records (in accordance with standard accounting practices) of Your use of the Data Services and the Experian Data for one (1) year after the License Term. Experian may once per annum, upon reasonable notice to You and during regular business hours, inspect, audit, and/or copy any records that directly relate to the foregoing.

7.6 Severability. In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, void, illegal, or unenforceable by any court, arbitrator, or governmental agency, the remaining provisions of this Agreement shall remain in full force and effect, and the invalid, void, illegal, or unenforceable provision(s) shall survive to the extent not so held. To the extent reasonably possible and practicable, the invalid, void, illegal, or unenforceable provision(s) shall be replaced by a mutually acceptable valid, legal, and enforceable provision(s) which best reflects the Parties' intentions underlying the replaced invalid, void, illegal, or unenforceable provision(s).

7.7 Survival. Agreement Sections 2, 3, 5, 6 and 7 shall survive any termination or expiration of this Agreement, and shall continue in full force and effect.

7.8 Complete Agreement. This Agreement, as supplemented by the Order, sets forth the complete understanding of Experian and You with respect to the subject matter hereof and supersedes all prior agreements, communications or representations, whether oral or written, made by any representative of either party relating hereto.