This agreement grants Client (approved by and assigned a User ID and Password by Decision Analyst, Inc. (DAI)), a limited license to use Decision Analyst, Inc.'s (DAI's) Online Reporting Portal and its Logician® Online Reporting System, both created and owned by Decision Analyst, Inc. (DAI), a Texas corporation located at 604 Avenue H East, Arlington, Texas 76011-3100, U.S. Use of this Online Reporting Portal and Logician® Online Reporting System by Client, its officers, and its employees constitutes acceptance of and full agreement to the terms and conditions set forth herein. Decision Analyst (DAI) and Client, each legally bound hereby, do promise and agree as follows:

1. Scope of Agreement

The DAI Online Reporting Portal and Logician® Online Reporting System (the “Work”) will permit Client (depending on authorized level of access) to view data and reports that Client owns, to exchange data and files, to cross-tabulate that data, to review and print questionnaires, and to view and print related reports. This limited license agreement (the “Agreement” or “License Agreement” or “Legal Agreement”) sets forth the terms and conditions under which Client may access and analyze its data and files via the Work.

2. Terms of Use and Access

A.      DAI is the sole author and owner of the Work (and all derivatives or compilation thereof) including, but not limited to, all screens, screen layouts, source code, terms and definitions, instructions and help files, computer software systems, naming conventions, artwork and design schemes, mathematical models and algorithms, all of which are the exclusive property of DAI. Accordingly, DAI owns all rights, title, and interest in and to the Work, including without limitation all copyrights, trademarks, and trade secret rights. Client agrees to sign any documents necessary to confirm DAI's exclusive ownership of the Work.

B.       Under the terms of this Agreement, the Client is granted a limited license (defined in Section 2(d)) to use the Work for the term set forth in Section 6 upon the receipt of payment of agreed upon fee, if applicable (any charges or fees would be covered by a separate written legal agreement, approved in advance by both parties). Client is assigned one or more user name(s) and password(s) to access the Work. Client is restricted from disseminating user name(s) and password(s) to anyone other than Client's authorized officers and employees. Client agrees to immediately notify reportingservices@decisionanalyst.com if Client's user name(s) and/or password(s) are stolen, lost, or inadvertently given to unauthorized individuals or organizations. Client also agrees to immediately notify reportingservices@decisionanalyst.com if any of the Client's authorized officers and employees should leave Client's employment or be classified as “unauthorized” for any reason. Upon such notification, DAI will delete the “unauthorized” password(s) and assign new password(s) to Client. Client agrees that it is Client's responsibility to monitor and control which of its officers and employees are authorized to access this Online Reporting Portal and Logician® Online Reporting System. Client understands and agrees that DAI will block access to the Work after three unsuccessful attempts by Client to login. Client agrees to thereafter contact reportingservices@decisionanalyst.com to request that access be restored and/or new User ID and Password be assigned.

C.      All Client officers and employees are obligated to treat the Work as confidential and proprietary. All use of the Work is subject to the confidentiality conditions set forth in Section 4.

D.      Under the terms of this Agreement, Client is granted a revocable, nontransferable, limited license only to use the Work for the purpose of accessing and analyzing its own data and reports that reside on DAI's servers and data storage systems. DAI will place Client's data on DAI's servers and data storage systems, maintain the security of that data, and make the data accessible via the Work. In addition to projects conducted for Client by DAI, for extra fees, DAI will place other data owned by Client on DAI's servers and data storage systems and make that data accessible through the Work. DAI alone will control the adding, modifying, and/or removing of data to/from DAI's servers and data storage systems.

E.       In using the Work, should Client by error, accident, or intent gain access to unauthorized information or data (data, results, or other information not owned by Client), Client agrees not to open, disseminate, copy, or utilize in any manner the unauthorized information or data and further agrees to immediately notify DAI of the security breach.

F.       Client agrees to immediately notify DAI of any and all violations of this Agreement relative to the Terms of Use and Access in this Section 2 and Client's use of the Work.

G.      Client represents that it has or will implement procedures to promote and ensure compliance with the foregoing limitations and restrictions on the use of licensed Work by Client's officers and employees.

3. Use of Trademarks

Client shall not use the name, trademarks, or logos of DAI without the prior written consent of DAI. DAI shall not use the name, trademarks, or logos of Client without the prior written consent of the Client.

4. Confidentiality

A.      Client shall safeguard, protect, and treat as Confidential Information the appearance, design, computational schemes and methods, and wording within the Work, or disclosed to Client under the Agreement. “Confidential Information” is all information, including the Work, disclosed by DAI to Client under this Agreement. Client may use the Confidential Information only during the term of this Agreement, and then only in accordance with the terms of this Agreement. Client agrees that its officers, employees, and agents will never be permitted to discover, capture, record, share, copy or preserve any personally identifiable information of any DAI panelists or respondents, and further agrees to immediately notify DAI of any breach of this covenant. DAI acknowledges that the Agreement does not apply to Confidential Information which:

i.         Is (at the time of its disclosure) publicly known through no wrongful act of Client.

ii.       Is known to Client at the time of disclosure on a non-confidential basis.

iii.     Is rightfully received by Client from a third party without breach of this Agreement and on a non-confidential basis.

iv.     Is approved for disclosure by the written authorization of DAI.

v.       Is disclosed as required by judicial action after all reasonable legal recourse to maintain the confidentiality of the information has been exhausted.

B.       Upon the termination or expiration of this Agreement, Client will no longer have access to or permission to access the Work.

C.      The parties agree that the terms and details of this Agreement are confidential. Neither party will reveal any of the terms of this Agreement to any third party, without the written permission of the other party—provided, however, that the terms of this Agreement may be disclosed in response to a subpoena or order of a court of competent jurisdiction.

D.      Neither DAI nor Client will reveal, disclose, or use (other than use granted herein) any information about each other that might be learned during the process of working together under this Agreement, without the written permission of the other party.

5. Client Usage of Work

A.      Client accepts all responsibility for correct, proper and accurate use of the Work, and for all analyses and conclusions based on the data and reports therein. DAI shall not be liable for Client's misuse or misinterpretation of the data or reports.

6. Limited Warranty and Indemnification

A.      DAI warrants that it conforms to all reasonable and recognized industry standards and procedures to ensure the Work and its underlying servers, programs, systems, and software are accurate and reliable.

B.       DAI will maintain the Work's operation 24/7/365 (except for announced downtimes for maintenance and updates), unless prevented by circumstances beyond its reasonable control, such as acts of God, war, terrorist attacks, acts of government, computer viruses or failures, power failures, or ISP interruptions.

C.      To the extent permitted by applicable law, the work is provided “as is” without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular Purpose. DAI does not warrant that the work will meet the Client's requirements. DAI shall not be responsible for Client's errors, miscalculations, or misinterpretations of data accessed and analyzed by Client. Client agrees that it is fully responsible for proper use and interpretation of its data stored at DAI and accessed and analyzed using the work.

D.      To the extent permitted by applicable law, in no event will DAI be liable for special or indirect damages (including but not limited to Client's lost profits, lost goodwill, lost savings, or lost data), or other incidental or consequential damages arising out of the use or inability to use the Work, even if DAI has been advised of the possibility of such damages, or for any claim by any other party. DAI's sole liability and the Client's sole remedy will be limited to the fees paid to DAI by Client for the Work related to the subject of the claim.

E.       Client shall defend and hold DAI harmless from any loss, claim, or damage, including court cost and attorneys' fees sustained by DAI as a result of any legal claim or legal action arising out of Client's breach of this Agreement.

7. Term

The term of this Agreement and Client's permitted access to DAI's Online Reporting System and Logician® Online Reporting System is twelve months (12) months from the date of first use and acceptance of this Agreement. The term may be renewed by DAI after twelve (12) months.  The Confidentiality requirements extend five (5) years beyond date of last use.

8. Miscellaneous Terms

This Agreement and its enforcement shall be governed by the laws of the State of Texas. This is the primary Agreement between DAI and Client regarding use of the Work. There may be supplemental agreements or understandings between DAI and Client in regard to the Work, as outlined in proposals or other agreements with Client.

A.      Except for DAI's right to seek injunction or other equitable relief from the courts to enforce and protect the Work and/or the Confidential Information disclosed under this Agreement, DAI and Client agree that any controversy arising out of or relating to this Agreement or transactions between DAI and Client shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association and that any such arbitration will be conducted in Fort Worth, Texas. DAI and Client agree and understand that arbitration is final and binding on the parties and that the parties are waiving their right to seek remedies in court, including the right to a jury trial, that pre-arbitration discovery is generally more limited than and different from court proceedings, that an arbitrator's award is not required to include factual findings or legal reasoning, and that any party's right to appeal from rulings by the arbitrator is strictly limited.

B.       In the event of a dispute that is not governed by the arbitration terms set forth above, such as DAI's right to injunctive or other equitable relief, the parties agree to submit to the exclusive jurisdiction and venue of the federal and state courts having subject-matter jurisdiction in Tarrant County, Texas.

C.      Both parties have the right to revoke this Agreement at any time for any reason. Client's data, reports and other property remain the exclusive property of Client, and would be returned to Client, upon request. Regardless of revocation, the Confidentiality terms in Section 4 remain in effect for five years from date of last use of Work.

D.      If this Agreement should be cancelled by either party for any reason, agreed-upon fees for this License Agreement covered under a separate written agreement, if any, would be pro rated, based on months of usage, and Client agrees to pay such pro rata fees to DAI.