Terms of Use

This License Agreement ("Agreement") is between OpinionLab ("OpinionLab") and the owner(s) of the Unique Web Sites (as defined below) on which the DialogCentral Software will be used ("Licensee").

1. Grant of License.

OpinionLab grants to Licensee a personal, non-transferable, non-assignable, limited and temporary license to use the DialogCentral Software during the term of this Agreement solely for Licensee's business purposes, and in strict accordance with the other terms and conditions in this Agreement.

2. Scope and Use of License.

Licensee agrees that it will be bound by the following terms and conditions of use:

a. Required Registration. Licensee must register with OpinionLab each "Unique Web Site" with respect to which the DialogCentral Software will be used. A "Unique Web Site" is a Web site identified by a single domain name (upper and lower) and a single server designation (except that a Web site that uses multiple servers may still qualify as a Unique Web Site if the additional servers are merely overflow servers used to accommodate the need for additional bandwidth; content must be identical). Licensee may use the DialogCentral Software on an UNLIMITED number of pages on each Unique Web Site. Licensee may not under any circumstances use the DialogCentral Software on any Web site that has not been registered with OpinionLab.

b. Reports. OpinionLab will collect and report the user feedback data provided by the DialogCentral Software for each Unique Web Site registered by Licensee. Licensee must activate each Unique Web Site in order to access the reports. Reports from different Unique Web Sites cannot be combined. OpinionLab will send the reports solely to Licensee. The reports may only be used by Licensee, Licensee's consultants and third party programmers solely for Licensee's own business purposes and not for redistribution or resale. OpinionLab may, from time to time, develop basic and enhanced reports and analysis based upon such data. OpinionLab reserves the right to restrict the quantity and frequency of Licensee's reports to ensure speedy and equal access to such reports for all of OpinionLab' customers.

c. Term and Termination. This Agreement shall be effective as of the date it is accepted by Licensee and continue in effect until terminated at any time by either party. For Licensee, termination is completed by simply removing the DialogCentral system from its Website. For OpinionLab, termination is completed by notifying Licensee in writing or by email. Terms 2(d), 2(g) and 2(h) of this Agreement shall survive termination and expiration of this Agreement.

d. Modifications. Licensee shall not disassemble, decompile, incorporate, merge, change, enhance or reverse-engineer the DialogCentral Software, in whole or in part, in any manner whatsoever. The rating icon shall remain visible on any Web page with respect to which Licensee uses the DialogCentral Software and such rating icon shall retain its original dimensions. Licensee shall not reduce or change the width or height of the icon, change any click-through URLs on the rating scale to direct ratings to a server other than OpinionLab's,, or change the ALT text, without prior written consent from OpinionLab. OpinionLab may inspect Licensee's site to ensure compliance with this Agreement. The above obligations shall survive termination or expiration of this Agreement.

e. Restrictions on Copies. Licensee may make copies of the DialogCentral Software solely for the purposes of: (i) using the DialogCentral Software on the Licensee's hardware and operating platform for registered Unique Web Sites; and (ii) backup. Licensee may not distribute the DialogCentral Software, or permit any third party to access or use it.

f. Restrictions on Use. Licensee may insert the DialogCentral Software into any number of pages within a registered site; however, Licensee understands that for dynamically generated pages, the DialogCentral Software cannot differentiate the content view that is being rated. Licensee shall not use any means of generating false, misleading or inaccurate opinion ratings of pages within a registered site. Licensee agrees that it will restrict the use of the reporting tool to a single employee at any given time such that at no time will more than one person employed by or representing Licensee be running reports from or utilizing OpinionLab's database.

g. Confidentiality of Licensee. OpinionLab agrees to maintain the confidentiality of any data that it collects under this Agreement that identifies directly Licensee or its registered Web site. OpinionLab retains the right to use any DialogCentral data at the aggregate level for the purpose of creating and publishing comparative benchmarks, norms, proprietary algorithms or white papers. However, OpinionLab will never disclose DialogCentral data in a manner that directly links that data to the associated URL without the express written permission of Licensee.

h. Ownership of Proprietary Rights. Licensee agrees that OpinionLab shall own all right, title and interest in the data collected by the DialogCentral Software, and Licensee expressly waives any rights to such data. OpinionLab retains ownership and all rights to all DialogCentral logos, icons, trademarks, software, trade secrets, databases, reports, and the Website and all content therein where Licensee's reports are accessed. In order to protect OpinionLab's copyrights and other proprietary rights in the DialogCentral Software, Licensee will not remove or destroy any of the DialogCentral Software's proprietary trademark, copyright markings or confidential legends or other identification of proprietary information or intellectual property rights. Licensee will reproduce in all copies of the DialogCentral Software, including partial copies in any form, all proprietary, trademark and copyright markings and confidentiality legends and other identification of proprietary information or intellectual property rights. Licensee will not take any action that might adversely affect the validity of any such markings, legends, identification or ownership, and Licensee will not use such markings, legends, identification or any similar markings, legends or identification in any manner during or upon termination of this Agreement.

i. "AS IS" basis. Except as otherwise provided for in this agreement, the DialogCentral Software and related services are provided on an "as is, as available" basis without any representations or warranties whatsoever, including without limitation any representation or warranty concerning the operation of the DialogCentral Software or related services. OpinionLab does represent and warrant to Licensee that OpinionLab owns all intellectual property rights in and to the DialogCentral Software and OpinionLab has the legal right to license such items to Licensee. OpinionLab does not guarantee the availability, quality or form of the DialogCentral Software or any of OpinionLab's websites or services. Licensee shall be solely responsible for the consequences of its decisions made and actions taken that may be based on whole or part on the data, services or DialogCentral Software provided hereunder. OpinionLab assumes no liability that may arise out of or relate to the use, evaluation or possession of the DialogCentral Software.

j. Disclaimer. Except as otherwise provided for in this agreement, OpinionLab hereby disclaims all representations and warranties regarding the DialogCentral Software and related services provided hereunder, whether express or implied, including without limitation, implied warranties of merchantability, fitness for use and particular purpose, and warranty of performance or availability of services hereunder.

k. Limitation of Liability. Neither party shall be liable under any circumstances for special, indirect, punitive or consequential damages of any nature including without limitation any lost revenue or profits of any nature whatsoever. Both parties sole and exclusive remedy for any breach of this Agreement by either party is to remove the DialogCentral Software from each registered Unique Web Site and terminate this Agreement.

3. Pricing.

Licensee acknowledges and agrees that OpinionLab charges fees for generation of and access to some or all DialogCentral reports. Pricing for Enterprise Solutions can be found by calling OpinionLab at 847-681-6100. OpinionLab reserves the right to change these fees, delete or modify report formats and types, and otherwise expand or restrict access to such reports, and increase or decrease fees for such reports.

4. Miscellaneous.

a. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof. Neither of the parties shall be bound by any conditions, definitions, warranties, understandings or representations with respect to such subject matter other than as expressly provided herein.

b. Severability. If any portion of this Agreement is found to be unenforceable or illegal, such provision will be enforced to the extent permissible and all other terms of this Agreement will remain in full force.

c. Trademarks. Except as expressly provided in this Agreement, no right is granted herein to use any identifying mark (such as, but not limited to, trade names, trademarks, trade devices, service marks or symbols, abbreviations, contractions or simulations thereof) owned by, or used to identify any DialogCentral Software or service of, a party to this Agreement or its corporate affiliates thereof provided that, during the term of this Agreement, the parties each grant the other the right to use their primary corporate logo for the purpose of disclosing that the other is a licensor or licensee of this service.

d. Jurisdiction and Choice of Law. This Agreement will be construed and enforced in accordance with the laws of the State of Illinois. The state and federal courts located in Cook County, Illinois shall have exclusive jurisdiction over any disputes arising out of this Agreement.

e. Assignment. This Agreement and any licenses granted hereunder may not be assigned, sublicensed or otherwise transferred by either party (by operation of law or otherwise) without prior written consent of the other party, except an assignment pursuant to a merger or acquisition.