APPENDIX 1 TO MASTER SERVICE AGREEMENT
Client and End User License Agreement

This Client and End User License Agreement (this "Agreement") governs your use of the SIMMS Online Application (collectively, the "Application") provided pursuant to the terms of a Master Services Agreement between Forum Analytics, LLC ("we," "us" or "Forum"), and Client (the "Master Agreement"). The term "Client" is defined in the Master Agreement. In addition to the SIMMS Online Application, the term "Application" includes any other programs, tools, internet-based services, components and any "updates" (for example, Application maintenance, service information, help content, bug fixes, or maintenance releases, etc.) of the Application that are made available to you and any materials generated by or through the Application, including any print outs, screen shots or other tangible reproductions of the Application.

By accepting this Agreement, you are also certifying that you are either a Client User or an End User (as such terms are defined below). If you are a Client User, Section A shall govern your use of the Application. If you are an End User you are representing and warranting that you are an End User and that you do not directly or indirectly compete with Forum, Section B shall govern your use of the Application.

SECTION A
Client Users

CERTIFICATION. "Client User," as such term is used herein, means employees or authorized personnel of Client who have been granted access to the Application as an authorized user pursuant to the Master Agreement.

PERMITTED USE. As a Client User, your use of the Application is governed in all respects by the terms and conditions of the Master Agreement. By your acceptance of this Agreement, you represent and warrant that you have received a copy of the Master Agreement, have reviewed it and understand the obligations and restrictions imposed upon you as a Client User by the Master Agreement.

SECTION B
End Users

CERTIFICATION. "End User," as such term is used herein, means a Client franchisee, broker or third party that has a legitimate business purpose for using or accessing the Application.

LICENSE GRANT AND RESTRICTIONS. Subject to the terms and conditions of this Agreement, you are granted a personal, limited, non-exclusive, non-transferable license, to electronically access and use the Application. All rights not expressly granted to you by this Agreement are hereby reserved by Forum. Nothing in this license will entitle you to receive hard-copy documentation, technical support, telephone assistance, or updates to the Application. This Agreement may be terminated by us at any time, for any reason or no reason, or as provided in the Master Agreement. Upon termination of this Agreement, you agree, to the extent applicable, to immediately destroy all copies of the Application in your possession or control.

OWNERSHIP. The Application is protected by copyright, trade secret and other intellectual property laws. You do not have any rights to the trademarks or service marks. You acknowledge and agree that Forum is the owner of all right, title and interest in and to the Application along with all subsequent copies, updates or versions thereof which are made available to you (if any), regardless of the media or form in which they may exist.

RESTRICTIONS. You are not licensed or permitted to do any of the following and shall not allow any third party to do any of the following: (i) access or attempt to access any other systems, programs or data that are not made available for your use; (ii) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way the material from the Application outside of the Client organization as expressly defined by the Master Agreement except as expressly set forth herein; (iii) permit any third party to benefit from the use or functionality of the Application via a rental, lease, timesharing, service bureau, or other arrangement; (iv) transfer any of the rights granted to you under this Agreement; (v) work around any technical limitations in the Application, use any tool to enable features or functionalities that are otherwise disabled in the Application, or decompile, disassemble, or otherwise reverse engineer the Application; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Application, prevent access to or the use of the Application by other licensees or customers, or impose an unreasonable or disproportionately large load on the infrastructure; (vii) remove or alter any proprietary notices, legends, symbols or labels in the Software, including, but not limited to, any trademark, logo or copyright; or (vii) otherwise use the Application except as expressly allowed under this Agreement.

CONFIDENTIALITY. You agree and acknowledge that the Application may be used solely for your internal business purposes and that you shall not be entitled to transfer, license or otherwise distribute the Application outside of your own organization without our prior written approval, which may be granted or withheld in our sole discretion.

LIMITS ON USE AND ACCESS. We reserve the right to make any such changes effective immediately to maintain the security of the system or to comply with any laws or regulations. Maintenance upon the Application may be performed from time-to-time resulting in interrupted service, delays or errors in the Application. Attempts to provide prior notice of scheduled maintenance will be made, but we cannot guarantee that such notice will be provided.

DISCLAIMER OF WARRANTY. THE APPLICATION IS PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO WARRANTY IS PROVIDED THAT THE APPLICATION WILL BE FREE FROM DEFECTS OR VIRUSES OR THAT OPERATION OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE. YOUR USE OF THE APPLICATION AND ANY OTHER MATERIAL OR SERVICES MADE AVAILABLE TO YOU THROUGH THE APPLICATION IS AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM YOUR USE.

LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FORUM OR ANY OF ITS CONTRACTORS, SUBCONTRACTORS OR PROVIDERS OR ANY OF EACH OF THEIR AFFILIATES BE LIABLE FOR ANY DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE APPLICATION, INCLUDING BUT NOT LIMITED TO ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH ANY CLAIM IS BASED. IN NO CASE WILL CONTRACTOR’S LIABILITY UNDER THIS AGREEMENT EXCEED TEN DOLLARS ($10.00).

INDEMNITY. Except as provided by the terms of the Master Agreement and notwithstanding anything in this Agreement to the contrary, you will defend, or (at Forum’s option) settle, any claim, suit or proceeding brought against Forum by a third party as a result of your use of the Application and will pay any damages and costs awarded in any such suit or proceeding or agreed to in settlement thereof. Your obligations and liability under this Section shall not be subject to any cap or other limitation of liability. In the event Forum seeks indemnification pursuant to this Section, Forum will provide you with: (i) prompt written notice of such claim, (ii) exclusive control over the defense and settlement of such claim, and (iii) proper and full information and assistance to settle or defend any such claim.

MISCELLANEOUS. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. This Agreement will be governed by and construed in accordance with the laws of the state of Illinois, U.S.A., excluding that body of laws pertaining to conflict of laws. If any provision of this Agreement is determined by a court of law to be illegal or unenforceable, such provision will be enforced to the maximum extent possible and the other provisions will remain effective and enforceable. All disputes relating to this Agreement are subject to the exclusive jurisdiction of the courts of Illinois, County of Cook, U.S.A., and the parties expressly consent to jurisdiction and venue thereof and therein.