SEACHANGE CONSULTING, LLC

DATA ACCESS AND USE AGREEMENT


BACKGROUND
By using UPInfoSource.com ("UPIS") Subscriber agrees to the Terms as set forth below.

AGREEMENT
For good and valuable mutual consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber and UPIS hereby agree as follows:

1.  General
Grant of Access. Subject to the terms and conditions set forth herein, UPIS grants to Subscriber the nonexclusive and nontransferable right to access and use UPIS's unclaimed property information and data, including any updates or additions to such information or data after the date hereof (the "Content") accessed at the URL www.upinfosource.com (the "Website" or "UPIS"). Subscriber is being granted access and use of the Content by this Agreement. The Content is not being sold to Subscriber by UPIS. Subscriber agrees that the Content belongs to UPIS and that Subscriber neither owns nor hereby acquires any claim or right of ownership to the Content or to any related patents, copyrights, trademarks or other intellectual property. UPIS retains all right, title and interest in and to the Content and all copies thereof at all times, regardless of the form or media or on which the Content or any copies may subsequently exist. UPIS reserves all rights not expressly granted to Subscriber.

User ID and Password; Restrictions on Use.
                   (a) Upon agreement to purchase a membership, UPIS shall assign Subscriber a user identification(s) and password(s), which shall permit Subscriber access to the Website twenty-four hours a day and seven days a week, subject, however, to UPIS's reserved right to deny Subscriber access to the Website and the Content (i) during times of modification, technical correction, upgrades or similar circumstances relating to the Website or the Content, or (ii) if Subscriber breaches any of the terms of this Agreement.
                   (b) The Content may only be accessed by the number of authorized representatives of Subscriber for which UPIS has received payment in full from Subscriber of the applicable Access and Use Fee. Subscriber shall identify each authorized representative at the time of registering and provide to UPIS any identifying information regarding such representative as UPIS may require and UPIS shall assign to each such representative a user-identification and password. For purposes of the remainder of this Section 1.2, the term "Subscriber" shall include Subscriber and any authorized representative thereof.
                   (c) Subscriber shall maintain as personal and confidential any user identification and password assigned to Subscriber by UPIS and is prohibited from transferring or sharing such user identification and password or from revealing such user identification and password to any third party. Any violation of the foregoing shall result in (i) a breach in the terms of this Agreement, (ii) immediate termination of Subscriber's use and access rights under this Agreement, and (iii) liability to UPIS as a result of such breach.
                   (d) Subscriber may not, without the express written consent of UPIS: (i) rent, lease, sell, license or otherwise transfer or distribute the Content or access to the Content to any third party, (ii) modify or translate the Content or access to the Content, (iii) use UPIS's name or other trademarks without the express written consent of UPIS, (iv) refer to UPIS's products directly or indirectly in any papers, articles, advertisements, sales presentations, news releases, or releases to any third parties, or (v) release the results of any performance or functional evaluation of the Content to any third party.
                    
                    In no event may the Subscriber offer the use of any UPIS internet product as a part of a service bureau, time-sharing, or other similar arrangement.

2.  Payment
In consideration for the services described in this Agreement, Subscriber will pay SeaChange an agreed-to annual fee for the access to and use of the Website and the Content.  The Access and Use Fee for the agreed-to term of this Agreement is due and payable on the acceptance of this Agreement by Subscriber and shall be paid to UPIS in readily available funds (the "Effective Date"). For multi-year subscriptions, the Access and Use Fee for each subsequent year is due after the initial term has expired and payable on or before each applicable anniversary of the Effective Date for the immediately following year.  The Access and Use Fee is fully earned when due and non-refundable when paid.

3.  Term and Termination
3.1    Term. The initial term of this Agreement (the "Initial Term") begins upon the Effective Date and continues for the contracted and agreed-to term.  
3.2    Termination for Breach. UPIS will have the right to terminate this Agreement without any notice to Subscriber if Subscriber fails to comply with any provision of this Agreement.
3.3    Effect of Termination. Upon and after the termination of this Agreement for any reason, the following shall apply as of the effective date of termination:
                   (a) Subscriber will no longer be permitted access to the Website,the Content, or to any other UPIS product and Subscriber's User ID shall be deactivated;
                   (b) all accrued and unpaid amounts shall become immediately due and payable; and
                   (c) Subscriber will not be entitled to any refund of any portion of the fees paid in connection with the Agreement.

4.  Indemnification
Subscriber shall indemnify, defend and hold harmless UPIS, its officers, agents and employees, from any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees and expenses, court costs and costs of appeals) asserted against or incurred by UPIS by reason of or arising out or related to claims or actions brought or made by third parties against UPIS as a result of Subscriber's access to the Website or use or application of the Content.

5.  Copyright
The Content is copyrighted by UPIS and, subject to the terms of this Section 5. Subscriber may not copy the Content (or this Agreement) without the prior written consent of UPIS. Subscriber may print one (1) copy of the Content. Such copy shall be used for Subscriber's internal record-keeping or state reporting purposes only. Except as specifically provided herein, any other copying or reproduction of the Content is expressly prohibited.

6.  Forums
6.1  Provision and Use of Forums. Subscriber acknowledges that any information posted on forums, bulletin boards or similar portions of the Website, or otherwise communicated to Subscriber through the Website ("Forums") is supplied by third parties unless UPIS or its authorized representative identifies itself as the content provider.  Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties are those of the respective author(s) and not of UPIS and UPIS makes no representation or warranty regarding the accuracy or veracity of such information or content. 

7.  DISCLAIMER OF WARRANTY
THE CONTENT IS PROVIDED BY UPIS "AS IS" WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. UPIS DOES NOT WARRANT THAT THE CONTENT WILL BE ERROR-FREE OR WILL MEET SUBSCRIBER'S SPECIFIC NEEDS. THE INFORMATION CONTAINED ON THE WEBSITE IS PROVIDED WITH THE UNDERSTANDING THAT UPIS IS NOT ENGAGED IN THE RENDERING OF LEGAL ADVICE. THE FORMATION PROVIDED IS NOT INTENDED TO BE A SUBSTITUTE FOR LEGAL AND OTHER PROFESSIONAL ADVICE WHERE THE FACTS AND CIRCUMSTANCES WARRANT SUCH ADVICE.

8.  LIMITATION OF LIABILITY
IN NO EVENT WILL UPIS BE LIABLE FOR ANY INDIRECT DAMAGES OR OTHER RELIEF ARISING OUT OF SUBSCRIBER'S USE OR INABILITY TO USE THE CONTENT INCLUDING, BY WAY OF ILLUSTRATION AND NOT LIMITATION, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LEGAL FEES, ARISING OUT OF SUCH USE OR INABILITY TO USE THE PROGRAM, EVEN IF UPIS OR AN AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO SUBSCRIBER.

9.  Force Majeure
Neither party shall be liable for a breach of this Agreement if such party’s performance thereof is prevented or made substantially impracticable as a result of any "Force Majeure Event" (as hereinafter defined). In the event of any Force Majeure Event, the party whose performance is prevented shall promptly notify the non-affected party of the existence of the Force Majeure Event. If such Force Majeure Event persists for more than thirty (30) days, the non-affected party may terminate this Agreement pursuant to Section 3. Force Majeure Event means any event or series of events that are beyond the reasonable control of the affected party and that render such party's performance of this Agreement impossible or substantially impracticable including, without limitation, acts of God, fire, explosion, vandalism, storm, terrorism, war, governmental mandate, insurrection, riot or work stoppage.

10.  Miscellaneous
10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, applicable to contracts made and to be enforced wholly within such jurisdiction. The parties to this Agreement each specifically consent to jurisdiction in Illinois in connection with any dispute between the parties arising out of this Agreement or pertaining to the subject matter hereof. The parties to this Agreement further agree that venue for any dispute between the parities arising out of this Agreement or pertaining to the subject matter hereof shall be exclusively had in State of Illinois. The United Nations Convention on Contracts for the Sale of Goods does not apply to this Agreement
           
10.2 Notices. All notices, requests, demands or other communications required or permitted to be made hereunder shall be in writing and shall be deemed duly given if hand delivered against a signed receipt therefore, sent by registered or certified mail, return receipt requested, first class postage prepaid, or sent by a nationally recognized overnight delivery service, in each case addressed to the party entitled to receive such communication at the address as follows: if to UPIS, then to SeaChange Consulting, LLC, 1160 S. Michigan Avenue, Suite #2407, Chicago, IL 60605; or if to Subscriber, then to the address provided by Subscriber at the time of registration.
           
10.3   Severability. Invalidation or a holding of unenforceability of any provision of this Agreement shall in no way affect any other provision hereof which other provisions shall remain in full force and effect.
            
10.4   Final Agreement. Subject only to terms and provisions of any disclaimer provided by UPIS on the Website or in the Content which may further limit UPIS's liability hereunder or otherwise, this Agreement constitutes the entire agreement between the parties hereto and supersedes any other written or oral agreement regarding the subject matter hereof.

SEACHANGE CONSULTING, LLC
DATA ACCESS AND USE AGREEMENT