**THESE TERMS AND CONDITIONS ARE ONLY APPLICABLE TO YOU IN THE ABSENCE OF AN EXISTING SEPARATE DATABASE LICENSE OR OTHER AGREEMENT BETWEEN YOU AND DATA AXLE THAT GOVERNS YOUR USE OF THE DATA AXLE MATERIALS TO WHICH ACCESS IS PROVIDED BY YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS**

GENERAL TERMS AND CONDITIONS FOR USE OF DATA AXLE MATERIALS

In this agreement (the "Agreement"), the words "you" and "your" refer to the party utilizing the Data Axle Materials and the term "Data Axle Materials" refers to any materials or services provided to you, directly or indirectly, by Data Axle and/or its affiliated companies. USE OF THE DATA AXLE MATERIALS CONSTITUTES YOUR ACKNOWLEDGEMENT, ACCEPTANCE, AND CONSENT TO THIS AGREEMENT. DO NOT USE THE DATA AXLE MATERIALS IF YOU FIND THESE TERMS AND CONDITIONS UNACCEPTABLE.

LIMITED LICENSE: Upon your acceptance of this Agreement, if applicable, full and proper payment of any amounts due to Data Axle, Data Axle grants you a personal, revocable, nontransferable and nonexclusive license to possess and use the Data Axle Materials solely for your direct marketing, research, reference or data purposes in strict accordance with the terms of this Agreement and any other written agreement(s) you may have entered into with Data Axle with respect to the Data Axle Materials. Upon expiration or termination of this Agreement, you shall immediately discontinue your use of the Data Axle Materials. Data Axle retains all ownership rights (including intellectual property rights) in the Data Axle Materials, and you will obtain only such rights as are explicitly granted in this Agreement and any other written agreement(s) you may have entered into with Data Axle with respect to the Data Axle Materials accessed.

Upon expiration or termination of this Agreement for any reason, you shall (a) ensure that all copies of the Data Axle Materials and any related data and information is deleted from your computers and the computers of any service provider or other third party who processed Data Axle Materials for you; (b) cease any and all use of the Data Axle Materials; (c) return all copies, whether in print, tape or other media, of all or any part of the Data Axle Materials to Data Axle no later than five (5) days after termination of this Agreement; and (d) certify in writing within ten (10) days after termination of this Agreement that you and your service providers have deleted or returned to Data Axle all copies of the Data Axle Materials.

YOUR RESPONSIBILITIES: Except to the extent specifically authorized in writing by Data Axle, you cannot share or sell the Data Axle Materials and you are responsible to Data Axle for any use of the Data Axle Materials. You agree and warrant that: a) you will not provide access to any portion of the Data Axle Materials to any unauthorized party without the prior written consent of Data Axle; b) you will not use any automated means, including without limitation agents, robots, scripts or spiders, to access, monitor, use or copy the Data Axle Materials; c) you shall use your best efforts to prevent the misuse and unauthorized use of the Data Axle Materials; d) you will not use any Data Axle Materials for consumer credit purposes, consumer insurance underwriting, employment screening purposes, tenant screening purposes, or for any other purpose(s) covered by the federal Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.) or any similar statute or regulation; e) you shall not name Data Axle or its affiliated companies or refer to the use of Data Axle Materials in any advertisements, promotional or marketing material; f) you shall not use the Data Axle Materials to compile data in a manner that is used or usable by a competitive product or service, and g) you shall indemnify and hold harmless Data Axle, its affiliated companies and their respective officers, directors, employees and agents ("Indemnified Parties") against any loss, liability, damage, cost or expense (including, but not limited to, reasonable attorneys' fees and legal costs) suffered or incurred by any Indemnified Party, arising out of or in any way related to your use of the Data Axle Materials or the breach of this Agreement. You are required to use the security procedures currently or hereafter maintained by Data Axle to confirm that only authorized users have access to the Data Axle Materials. You are prohibited from utilizing alter-egos or other disguised identities when accessing the Data Axle Materials. By using the Data Axle Materials you are representing that you are of legal age (18 years and over) and of legal competence to enter into a binding agreement with Data Axle and are not otherwise prohibited from using or receiving the Data Axle Materials pursuant to the laws of the local or national jurisdiction from which you are accessing or using Data Axle Materials. If you are not able to make the representations in the preceding sentence you are prohibited from using the Data Axle Materials; however, any unauthorized use of the Data Axle Materials by you shall be subject to these terms and conditions until such unauthorized use has been terminated.

COMPLIANCE MONITORING AND ENFORCEMENT: It is an express condition of this Agreement that in using the Data Axle Materials: a) you fully comply at all times with the terms of this Agreement and all applicable federal, state, foreign and local statutes and regulations, including, but not limited to, laws and regulations regarding telemarketing, email, fax marketing, customer solicitation and privacy; b) that you shall comply with all applicable Direct Marketing Association guidelines; and c) Data Axle further reserves the right to review and revise materials provided by you or to be used by you in promotions to ensure that your use of the Data Axle Materials is both appropriate and in accordance with the permitted uses of the Data Axle Materials; however, Data Axle's failure to review any such materials shall not constitute Data Axle's acceptance of the materials or in any other way waive any rights Data Axle may have or limit any obligations you may have with regard to the use of the Data Axle Materials. Data Axle may also randomly monitor (through seeding and other means) your use of the Data Axle Materials to ensure that your use is in accordance with the permitted uses of the Data Axle Materials. If such monitoring indicates you are not in compliance with this Agreement or if fraudulent activity is suspected, Data Axle reserves the right to take such action as it deems necessary. You acknowledge that any unauthorized use of the Data Axle Materials may cause irreparable harm and injury to Data Axle for which there is no adequate remedy at law. In addition to all other remedies available under this Agreement, at law or in equity, you further agree that Data Axle may be entitled to injunctive relief in the event you use the Data Axle Materials in violation of the limited license granted hereunder.

You shall permit Data Axle to audit your records relating to your obligations to pay the fees set forth in this Agreement, at Data Axle's expense and upon thirty (30) days notice. The right granted under this paragraph shall exist during the Term and for one year thereafter. Upon concluding any audit, Data Axle shall notify you of the results. In the event that Data Axle notifies you that an adjustment must be made to the royalties and/or fees previously paid by you, the Parties shall in good faith, use their best efforts to agree upon the amount of any such adjustment. Any such adjustment shall be paid within five (5) business days after such agreement is reached. In the event the Parties agree that the total amount of royalties and/or fees previously paid was less than the amount required to be paid under this Agreement and such deficiency is ten percent (10%) or more of the amount previously paid, you shall pay the reasonable audit costs incurred by Data Axle, including all reasonable out-of-pocket expenses.

EXCLUSIVE LIMITED WARRANTY AND LIMITATION OF LIABILITY: ALL DATA AXLE MATERIALS ARE PROVIDED ON A STRICTLY "AS IS" BASIS. DATA AXLE DOES NOT ASSURE OR WARRANT THE CORRECTNESS, COMPREHENSIVENESS, ACCURACY OR COMPLETENESS OF THE DATA AXLE MATERIALS AND DATA AXLE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY NATURE, EXPRESS, IMPLIED OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND/OR FITNESS FOR A PARTICULAR PURPOSE. YOU EXPRESSLY AGREE THAT DATA AXLE SHALL NOT BE LIABLE FOR LOSSES, DAMAGES, OR INJURIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO GENERAL, SPECIAL, INCIDENTAL, AND/OR CONSEQUENTIAL DAMAGES CAUSED IN WHOLE OR IN PART BY THE USE OF THE DATA AXLE MATERIALS, WHETHER SUCH DAMAGES ARE ASSERTED IN AN ACTION BROUGHT IN CONTRACT, IN TORT OR PURSUANT TO SOME OTHER THEORY AND WHETHER THE POSSIBILITY OF SUCH DAMAGES WAS MADE KNOWN OR WAS FORESEEABLE. IN NO EVENT SHALL DATA AXLE HAVE ANY MONETARY LIABILITY TO YOU UNDER THIS AGREEMENT. THIS DISCLAIMER OF WARRANTIES IS AN ESSENTIAL CONDITION OF THE AGREEMENT.

GENERAL:

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, United States of America without regard to any conflicts of law principles. Additionally, any action relating to any provision of this Agreement or your use of the Data Axle Materials shall be brought within the jurisdiction of the courts located within Douglas County, Nebraska, United States of America. You will pay all costs and expenses, including reasonable attorneys' fees, that Data Axle incurs in any action to enforce your obligations under this Agreement. This Agreement, and the rights and obligations of the parties under this Agreement will not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods. The parties further have expressly requested that this Agreement be drawn up in the English language. Les parties aux présents ont expressément exige que la présente Convention et ses Annexes soient rédigées en langue anglaise.

(b) The terms and conditions set forth in this Agreement, along with any additional terms which may be provided which relate to the specific Data Axle Materials provided constitute the entire agreement between you and Data Axle on the subject matter. Any additional or different terms or conditions in any other document shall be of no effect unless expressly consented to in writing by Data Axle.

(c) Data Axle may terminate this Agreement, or amend or eliminate these terms and conditions at any time, with or without notice or cause. Data Axle may discontinue, temporarily or permanently, the Data Axle Materials, or any part thereof, with or without prior notice to you. Upon termination, your right to access the Data Axle Materials will immediately cease.

(d) Without limiting any other remedies it may have at law or in equity, Data Axle reserves the right to terminate your access to the Data Axle Materials without further notice if Data Axle has reason to believe that you are not complying with this or any other express condition of use.

Effective Date: June 1, 2009