MELISSA DATA CORP

Data Quality Web Service for Address Validation and Correction

USER AGREEMENT

(Microsoft Azure Data Market Purchase Agreement)

1. NOTICE. MELISSA DATA CORP IS WILLING TO LICENSE THE DATA QUALITY WEB SERVICE (WEB SERVICE) TO YOU, THE REGISTERED END-USER CUSTOMER ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. BY INITIATING THE "PURCHASE" BUTTON, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS WE ARE UNWILLING TO LICENSE THE WEB SERVICE TO YOU.

2. Ownership and License. This is a license agreement and NOT an agreement for sale. Your rights to use the Web Service are specified in this Agreement, and we retain all rights not expressly granted to you in this Agreement. U.S. copyright laws and international treaties protect this Service. Nothing in this Agreement constitutes a waiver of our rights under U.S. Copyright law or any other federal or state law or international treaty.

3. Permitted Uses. You are granted the following rights to the Web Service:

Right to Use.

You may use the Web Service to process the limited number of transactions purchased with you monthly subscription.

4. Prohibited Uses. You may not, without written permission from Melissa Data Corp:

(a) Use the Web Service or documentation except as provided in this Agreement

(b) Disassemble, decompile or reverse engineer, or in any manner decode the Web Service for any reason.

5. Limited Warranty. We warrant that the Web Service from the date you license the use of the Service from us will materially conform to the documentation and/or the provided description and comply with applicable laws and regulations.

WARRANTY DISCLAIMER. WE DO NOT WARRANT THAT THIS WEB SERVICE WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. WE DO NOT GUARANTEE THE SITE TO BE UP 100% OF THE TIME DUE TO TECHNICAL ISSUES BEYOND OUR CONTROL. WE DO GUARANTEE THE SITE TO CONFORM TO INDUSTRY STANDARDS AT 99.9% "UPTIME". WE ARE NOT RESPONSIBLE FOR ANY LOSS OF INFORMATION, CORRUPTION OF DATA OR ANY OTHER CHANGES TO YOUR DATA BEYOND OUR CONTROL. THE DATA SUPPLIED IS CORRECT TO THE BEST OF OUR KNOWLEDGE. WE EXCLUDE AND EXPRESSLY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES NOT STATED HEREIN, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6. Termination. This Agreement may be terminated by the non-breaching party, upon material breach and failure of the breaching party to cure such breach within thirty (30) calendar days after the breaching party receives written notice of such breach; or by either party, immediately upon the insolvency, bankruptcy, reorganization under the bankruptcy laws, or assignment for the benefit of creditors of a party, and notice of termination from the other party.

7. Miscellaneous Provisions. This Agreement will be governed by and construed in accordance with the substantive laws of California. This is the entire agreement between us relating to the contents of this package, and supersedes any prior purchase order, communications, advertising or representations concerning the contents of this limited subscription purchase.

8. Indemnification. Licensor shall indemnify and hold Licensee, and its officers, directors, employees, agents, and affiliates, harmless from any and all liabilities, damages, claims, costs, and expenses (including attorney fees and expenses), that may be incurred by any of such persons as a result of or in connection with any suit, claim, arbitration, or other proceeding in which it is alleged that the Web Service, or any portion thereof, infringes the proprietary rights of any third party. Licensor shall defend and settle, at its sole expense, all such suits, claims, arbitrations and proceedings; provided, however, that no settlement which prevents Licensee from continuing to market and distribute the Web Service shall be made without Licensee's prior written consent. In all events, Licensee shall have the right, at its own expense, to participate in the defense of any such suit, claim, arbitration or proceeding through counsel of its own choosing. The provisions of this section shall survive any termination of this Agreement.

9. INDIRECT DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL, UNDER ANY INDIRECT CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER, OR FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY LOSS OF PROFIT, INTERRUPTION OF SERVICE OR LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN IF A PARTY OR ANY OF ITS AFFILIATES HAVE BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

10. SATISFACTION GUARANTEE. Licensee has the right to terminate this agreement if the Melissa Data Web Service has not performed to specifications. Melissa Data will refund any unused inventory of transactions that have been prepaid at the time of sale. Licensee is required to notify Melissa Data in writing explaining the circumstances when requesting a refund. Melissa Data will review and refund any unused records based on the per transaction cost established at the time of purchase. A refund will be paid in US funds within thirty days of request.

11. Assignment. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Notwithstanding the foregoing, neither party shall assign, sublicense, subcontract, or otherwise transfer this Agreement, the license granted hereunder, or any of its other rights or obligations under this Agreement or delegate any of its duties under this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld), except as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets provided that the surviving entity assumes all obligations under this Agreement or to an affiliate.