Appendix A

Additional Third Party Terms

Vertical IQ is pleased to offer certain content provided by LexisNexis, a division of RELX Inc. (“LexisNexis”), through the Portal (the “LexisNexis Content”) as an optional no-cost add on to the Reports you access through the Portal pursuant to the Agreement.  The LexisNexis Content includes industry articles, journals, and other content that is prohibited from public use.

Your access to the LexisNexis Content is subject to the Agreement, and the additional terms and conditions described in this Appendix A (the “Appendix”).  Capitalized terms used but not defined in this Appendix shall have the meaning given to them in the Agreement.  The LexisNexis Content will be deemed to be a Report under the Agreement and subject to the Agreement in all respects except as expressly set forth in this Addendum.  In the event of any conflict between the Agreement and this Appendix, this Appendix shall govern.

LexisNexis requires each customer of Vertical IQ to agree in writing to the LN Subscription Agreement attached hereto as Exhibit A (the “LexisNexis Terms”) as a condition of accessing the LexisNexis Content, which is hereby incorporated by reference. Company must sign the LexisNexis Terms and return the signed version to Vertical IQ before accessing the LexisNexis Content.  Company’s use of the LexisNexis Content is subject to the LexisNexis Terms, and Company agrees to comply with the LexisNexis Terms in all respects.  Company acknowledges that the LexisNexis Content is subject to additional limitations on distribution and Company shall not provide the content to any third party except to the extent expressly authorized by both the Agreement and the LexisNexis Terms.  Vertical IQ reserves the right to discontinue providing any of the LexisNexis Content at any time.

The LexisNexis Content is made available by LexisNexis to Vertical IQ on an “as is” and “as available” basis.  THEREFORE, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, VERTICAL IQ IS PROVIDING THE LEXISNEXIS CONTENT ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT TO THE LEXISNEXIS CONTENT, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. VERTICAL IQ EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO COMPANY’S ACCESS TO AND USE OF THE LEXISNEXIS CONTENT OR THIRD PARTY SITES THAT COMPANY MAY ACCESS IN CONNECTION WITH THE LEXISNEXIS CONTENT. Notwithstanding anything to the contrary in the Agreement, Company agrees to indemnify and hold harmless Vertical IQ from any loss, damage, and expense (including reasonable attorneys’ fees) suffered by Vertical IQ as a result of any third party claim (including by LexisNexis) as a result of use of the LexisNexis Content by Company or any of its users, and for clarity, any indemnification obligation and indemnification procedure set forth in the Agreement (other than in this Appendix) shall not apply with respect to any claim relating to the LexisNexis Content.  Any limitation of liability in the Agreement shall not apply to Company’s indemnification obligation set forth in this Addendum.

Exhibit A

LN Subscription Agreement

The undersigned organization (“Subscriber”) has entered into an agreement with Vertical IQ, Inc. (“Company”) for access to Vertical IQ’s portal (“Vertical IQ Portal”). In connection therewith, Subscriber agrees that all access to and use of content made available by LexisNexis, a division of RELX Inc. (“LexisNexis”), through (or in connection with) the Vertical IQ Portal shall be provided for media monitoring and evaluation purposes only and is subject to the terms and conditions provided in the General Terms and Conditions for Use of the LexisNexis Services (and updates thereof) available online at www.lexisnexis.com/terms/general (the “General Terms”). Subscriber further agrees that the General Terms constitute and form a separate binding agreement between LexisNexis and Subscriber and that LexisNexis has the right to assert and enforce this Agreement, including the General Terms, directly on its own behalf. LexisNexis’ consent to the terms of this Agreement shall be evidenced by providing Subscriber with the means to access LexisNexis content.

LexisNexis expressly disclaims any and all liability with regard to Subscriber’s access to and use of any materials retrieved from third party websites (“Web Materials”) by and through the Vertical IQ Portal. LexisNexis has not entered into a licensing agreement or linking agreement with the owners of the websites that provide Web Materials and makes no representation that it has the right to sublicense access to the Web Materials to Subscriber. Subscriber’s use of the Web Materials including any distribution or redistribution thereof is solely at its own risk. Subscriber will indemnify and hold LexisNexis and its affiliates and its and their employees, officers, and directors (the “Covered Parties”) harmless from any loss or damage suffered by the Covered Parties as a result of a third party claim brought against the Covered Parties as a result of Subscriber’s use of Web Materials.

Notwithstanding anything to the contrary in the General Terms, to the fullest extent permissible by applicable law, under no circumstances will the aggregate liability of Subscriber in connection with any claim arising out of or relating to the online services or materials or the General Terms exceed the Covered Party’s (as defined in the General Terms) actual direct damages. A Covered Party’s right to monetary damages in that amount shall be in lieu of all other remedies which you may have against Subscriber. The foregoing limitation of liability shall not apply to Subscriber’s indemnity obligations for infringement of intellectual property or misappropriation of proprietary data belonging to LexisNexis or its third party suppliers.

LexisNexis and Company are independent entities and neither is acting on behalf of, or has any right to bind, the other for any purpose or in any way. LexisNexis shall not be responsible for any actions, operations or business of Company, including, without limitation, errors or omissions that may be introduced into LexisNexis Licensed Content by Company. Subscriber agrees that it will not make any claim or take any action against LexisNexis for or in connection with the actions, activities, negligence, operations or business of Company.