HDI CUSTOMER SATISFACTION INDEX SERVICE AGREEMENT


THE TERMS BELOW GOVERN YOUR USE OF THE HDI CUSTOMER SATISFACTION INDEX SERVICE ("CSI SERVICE"). PLEASE READ THE TERMS CAREFULLY. USE OF THE CSI SERVICE CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT WISH TO BE BOUND BY EACH AND ALL OF THESE TERMS, PLEASE DO NOT SIGN UP FOR OR USE THE CSI SERVICE.

This agreement (the "Agreement") states the terms and conditions under which you may use the HDI Customer Satisfaction Index Service ("CSI Service"), which is operated by HDI, a part of UBM TechWeb, a division of United Business Media LLC. "You" and "your" and words of similar meaning will refer to the person or company whose name appears in the "subscriber's name" field when registering for the CSI Service. If the subscriber is an entity, the person clicking the "Agree and Login" button above, represents and warrants that he or she has the authority to accept this Agreement on the subscriber's behalf.

1. ANNUAL SUBSCRIPTION.

A. After payment of the annual subscription fee for the CSI Service, you will be entitled to use the CSI Service for a period of one year ("the Subscription Period"). You agree to provide accurate information in the registration form. HDI reserves the right to terminate your subscription before the conclusion of the Subscription Period without refund if you breach or violate any term of this Agreement.

B. You agree that you have read the CSI Service features and understand how the CSI Service works. HDI will provide services and features that are not materially less functional than the features available on the beginning date of your subscription.

2. RENEWAL OF SUBSCRIPTION.

Renewal of your subscription shall be governed by the CSI Service Agreement in place on the date of renewal. The subscription fee for renewal will be the list price in effect on the date of renewal.

3. LICENSE OF INTELLECTUAL PROPERTY.

HDI owns and will retain all right, title, and interest to all intellectual property relating to the CSI Service, including all registered and unregistered copyrights, registered and unregistered trademarks and servicemarks, patents, trade secrets, and any materials, standards and data relating to the CSI Service. During the Subscription Period, HDI grants you a limited, non-exclusive, royalty free, non-transferable license to use the CSI Service for internal purposes and solely as provided for in this Agreement, and to use the HDI CSI logo ("HDI CSI Mark") on your website in order to promote the participation by your customers in responding to surveys in connection with the CSI Service:



You may not sublicense, sell, assign, or otherwise provide to any third party any rights provided by HDI hereunder or any usage of the CSI Service. You agree not to permit any unauthorized use, reproduction, distribution, publication, or electronic transmission of any CSI Service report or data without the express written permission of HDI. You agree to retain all copyright, trademark, and other proprietary notices on any reports or other materials.

4. COMPLIANCE WITH LAWS.

You agree not to violate any law or regulation (whether local, state, national, or international), including but not limited to applicable privacy legislation, whether or not intentionally, in using the CSI Service. You will not use the information collected for any improper purpose or any purpose that violates any published policy or standards that you have adopted.

5. INDEMNIFICATION.

You agree to indemnify and hold HDI, and its parents, subsidiaries, affiliates, officers, agents, partners, shareholders, and employees, harmless from any liability, costs, loss, claim or demand (including reasonable attorneys' fees) made by any party due to or arising out of your breach or alleged breach of these terms, your improper use of the CSI Service or HDI CSI Mark or your improper use of the personally identifiable information submitted by your customers.

6. DISCLAIMER OF WARRANTIES.

A. You agree that your use of the CSI Service is at your own risk. The CSI Service is provided on an "as is" and "as available" basis. HDI expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement.

B. HDI makes no warranty that the CSI Service will meet your requirements or be uninterrupted or error-free. HDI makes no warranty that the results obtained from the CSI Service will be useful, accurate, complete, or reliable, or that the quality of data or feedback will meet your needs.

C. No advice or information, whether oral or written, obtained by you from HDI will create any warranty not expressly stated in this Agreement. Only the Managing Director of HDI has the authority to change any term of this Agreement.

7. LIMITATION OF LIABILITY.

A. You understand and agree that HDI is not liable for any indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other losses (even if HDI has been advised of the possibility of such damages), including damages resulting from the use or the inability to use the CSI Service, reliance on content or submissions, the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained from the website, and any other matter relating to the service.

B. In the event that HDI is liable for any damages of any kind, the total maximum liability of HDI will be the annual subscription fee paid by you.

8. Exclusions and limitations. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages, in which case some of the above limitations may not apply to you.

9. Miscellaneous.

A. Governing Law, Jurisdiction and Venue. This Agreement will be governed in all respects by the internal laws of the State of New York. The sole and exclusive jurisdiction and venue for any litigation or proceeding relating to your subscription or the CSI Service will be held in the state courts located in New York County, New York. You agree that those courts will have personal and subject matter jurisdiction over you.

B. Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between HDI and you regarding your subscription to the CSI Service. This Agreement will be superseded and replaced by a new Agreement each subsequent subscription year which will be made available on the HDI website.

C. Notices. All notices, demands and requests and other communications will be in writing and will be deemed given when actually received by prepaid delivery by an internationally recognized overnight delivery service addressed:

if to HDI:
102 South Tejon Street, Suite 1200
Colorado Springs, CO 80903
Attn: Boyd Moon

with a copy to:
United Business Media LLC
600 Community Drive
Manhasset, NY 11030
Attn: Legal Department

if to you:
at the address supplied by you in connection with your subscription.

D. Award of Fees. If litigation is commenced between the parties, the Prevailing Party in that litigation shall recover from the nonprevailing party all reasonable attorney fees and costs. "Prevailing Party" will be the party determined to be the prevailing party by a court of law.

E. Waiver and Severability. The failure of HDI to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.