Whereas, Customer desires to obtain a non-exclusive license to utilize SV's SyncSurvey Software for which Customer agrees to pay SV per the pricing model.

Now, therefore, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SV hereby expressly disclaims all warranties, either expressed or implied, warranty of merchantability or fitness for a particular purpose. Customer acknowledges use of SV's SyncSurvey Software at Customer's own risk. SV shall not be liable, under any legal or equitable theory, for special, incidental, punitive or consequential damages, including loss of use, data, profits and/or savings, even if there has been notice of the possibility of such damages. It is the Customer's obligation to backup or make copies of any survey data and/or results.

SV shall not be liable to Customer for damages resulting from viruses; acts of god, including, but not limited to electrical surges or spikes; defective software; other software installed by any person or firm; failures caused by Customer's employees, agents, invitees; defective equipment or other faults or failures, including, but not limited to, inaccessibility of SV's website, loss of data, alteration of data, network or system outages, file corruption, accidental deletion, man hours, equipment failure or other special, incidental and/or consequential damages arising through fault or failure.

SV shall maintain all of Customer's data as private. SV will not share or sell any account information or data of Customer without Customer's written consent.

Customer shall not use the SyncSurvey Software for any illegal purpose and further agrees that the content of said surveys shall not contain any illegal subject matter or subject matter that commits acts of copyright, trademark, patent, trade secret or other intellectual property infringement.

Fees for the use of the SyncSurvey Software shall be paid by credit card and charged to Customer's credit card on a monthly basis, unless otherwise advised by SV. In the event a charge is unable to be processed through the Customer's credit card, Customer will be notified. If Customer does not provide a means by which payment may be made within 7 days from said notification, all services to Customer shall be suspended.. Further, any unpaid balance shall accrue interest at the rate of 18% per annum. Additionally, in the event of violation of any of the terms and conditions herein, SV may suspend or terminate services to Customer. In the event of suspension of services for nonpayment, Customer must pay all past due amounts in order for SV to resume services. Upon termination of Customer's account, SV may delete any of Customer's data.

Customer understands and acknowledges that SV's SyncSurvey Software is protected by various copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Additionally, SV's SyncSurvey Software products are licensed and not sold. Title to SV's SyncSurvey Software is retained by SV at all times.

In the event that SV is at any time named or joined as party in any suit or other action arising out of the use of SV's SyncSurvey Software by Customer, other than as directed by SV, then Customer hereby agrees to further indemnify and hold harmless SV from all liability, costs and expenses, losses and damages, demands, claims and judgments, including, without limitation, payment of attorneys' fees, with respect to such suit or other action and SV shall have no obligation or liability therefore. This indemnification expressly includes any and all liability arising from the violation and/or infringement of intellectual or proprietary property rights and/or use of illegal subject matter.

If any action at law or in equity is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to 15% of the amount due as attorney's fees, plus costs and expenses in addition to any other relief to which such prevailing party may be entitled.

Customer hereby acknowledges receipt of a true and correct copy of this writing and that this Agreement shall be construed in accordance with the laws of the State of Georgia. The parties hereby consent to the jurisdiction of the State Court of Fulton County for enforcement of this Agreement.

If any provision of this Agreement is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired thereby.

This Agreement contains the sole and entire agreement between the parties with respect to the subject matter contained herein and supersedes all prior discussions and agreements between the parties with respect to the subject matter of this Agreement. No alteration or modification of this Agreement shall be binding unless agreed to in writing by the parties. This Agreement shall be binding on and inure to the benefit of the heirs, successors, administrators, executors and assigns of the parties hereto.

Notwithstanding anything to the contrary contained herein, SV may amend or alter these terms and conditions at any time without notice to Customer.