DATABASE PASSTHROUGH ACCESS AGREEMENT

RECITALS

THIS DATABASE PASSTHROUGH ACCESS AGREEMENT made and entered into as of June 30, 2010, by and between the Colorado Judicial Department ("Department"), and Acxiom Identity Solutions, Inc., a Colorado corporation having principal offices at 12303 Allport Way, Suite 300, Broomfield, CO 80021 (hereinafter referred to as "Customer"). The Customer and the Department may hereinafter be referred to individually as a "Party" or collectively as the "Parties."

WHEREAS~ it is the current intent of the Department to provide access to certain court data using one or more private contractors; unless in accordance with the provisions of Section 2.3.4, who can provide service to the public as information resellers

WHEREAS, Customer is a private contractor that desires to obtain a license to access the Database, on an XML Passthrough Search basis (defined below), and is willing to comply with the terms, conditions, provisions and covenants of this Agreement; and

ARTICLE 1 DEFINITIONS

WHEREAS, the Department is willing to grant to Customer a license to access the Database, on an XML Passthrough Search basis, upon the terms, conditions, provisions and covenants contained in this Agreement.

NOW, THEREFORE~ the Parties agree as follows:

1.1 "Confidential In/ormation" includes all information, knowledge, design specifications, design criteria, inventions, discoveries, know-how, trade secrets, patents and patent rights, processes and concepts embodied or incorporated in or manifested or represented by any of the Proprietary Assets, and all other information that has been marked confidential or is known to be proprietary, whether or not patented or patentable and whether or riot copyrighted 01' copyrightable, which becomes known or could become known to either Party by virtue of this Agreement and/or communicated by, from or through either Party. Confidential Information shall not include: (a) information which at the time of disclosure is in the public domain; (b) information which after disclosure becomes part of the public domain otherwise than through a breach of this Agreement;

(c) information which was known to Customer or the Department prior to its disclosure by the other Party, as evidenced by appropriate written documentation predating this Agreement; (d) information which becomes known to either Party from a source on a non-confidential basis; and (e) information which is independently developed by either Party.

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1.5.2 Related registrations and applications for registration.

1.2 "Customer Web Site"means all Web Pages and domain names associated with any web site maintained by or for the benefit of the Customer, and all related products and services.

1.3 "Database" means the Department's Integrated Colorado On-line Network ("ICON") Name Index and Register of Actions ("ROA") database.

1.4 "Department" means the State of Colorado Judicial Department.

1.5 "Intellectual Property Rights" means:

1.5.1 Rights in any trade secrets, patents, copyrights, trademarks, trade dress, trade names and Proprietary Assets; and

1.6 "Password" means a unique security code that, when used in conjunction with a System user's identifying information, will allow a System user to access authorized portions of the System.

1. 7 "Pay-Per-Search basis" means a search for a single name, including viewing all ROAs associated with said name, which search can be refined for no additional fee using additional fields such as court type, court location and date of birth. An alert or tracking "hit" to the Database is a name search for the purpose of price as identified in Appendix A.

1.8 "Proprietary Assets" means all notes, drawings, designs, formulas, prototypes, legal research, ideas, inventions, invention disclosures, data or databases and other works, whether or not reduced to practice, developed or commercialized in connection with the development or commercialization of the Department's Confidential Information or Intellectual Property Rights, including, without limitation, all intellectual property and work product produced by the Department, and their respective officers, agents, employees and independent contractors.

1.9 "Public Access Committee" means the committee created by Chief Justice Directive 05-01 and charged with providing direction to the Colorado State Judicial Department regarding the release of information to the public, and, to this end, with assisting with the development of, and thereafter overseeing the use and operation of any system designed to provide public access to, the Database and its content.

1.10 "System" means an entirely Internet-based application which is capable of providing, on an individual case basis, access to the Database using the Internet, which access shall be made available by various means including, without limitation, on a PayPer-Search basis and/or an XML Passthrough Search basis.

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1.11 "User ID" means a System user's identifying information.

1.12 "Web Page" means each individual screen display contained in the Customer Web Site, as applicable (and may consist of more than one data file).

1.13 "Web Site" means all Web Pages and domain names associated with the related products and services, which are stored on an Internet server computer for the benefit ofLNCL.

1.14 ~'XML Document Type Definition t, or 'XML't means specifications developed by the Department that will allow a System user to perform the search actions allowed by the Department and the System.

1.15 nXML Passthrough Search basis" means a search of the Database for a name or names submitted by a System user using the XML gateway, the results of which shall be generated by the Department and returned to the System user for a fee determined by the Department.

2.1 Access on an XML Passthrougb Search Basis.

ARTICLE 2

XML GATEWAY ACCESS;

CUSTOMER REQUIREMENTS AND DUTIES; DEPARTMENT DUTIES AND OBLIGATIONS

2.1.1 Grant of License. During the term of this Agreement and any extensions thereof, and subject to the Customer's continuing compliance with each and every term, condition, provision, covenant, obligation and/or requirement ofthe Customer under this Agreement, the Department hereby grants to the Customer a limited, non-exclusive, non-transferable license to access the System, on an XML Passthrough Search basis, for the sole and exclusive purpose of obtaining data from the Database to resell to Customer's clients. Data obtained by the Customer from the Database on an XML Passthrough Search basis can only be used by the Customer as expressly authorized under, and in complete conformance with, the terms and conditions of this Agreement.

(a). Customer Qualification.

2.1.2 Customer Qualification and Minimum System Requirements.

1. Approval by the Department. The Customer must be approved by, and be and remain acceptable to, the Department, subject to the termination provisions in Article 6. The Customer will be notified of any additional private contractors who are approved by the Department tor Database Passthrough Access,

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2. Organization and Standing. The Customer must be a corporation or other entity duly organized, validly existing and in good standing under the laws of its state of incorporation or organization;

3. Customer Web Site. The Customer must have a Customer Web Site. The Customer Web Site must meet the following criteria:

(i) subject to the provisions of Section 4.3.1 (t) below, the Customer Web Site must be password protected and must support web and secure web (i.e., SSL) protocols;

(ii) the Customer Web Site must be able to track users' activities, and must keep a log of all searches conducted on an XML Passthrough Search basis initiated through the Customer Web Site, including the identity ofthe user initiating the search, pursuant to section 2.2.1(b). The foregoing information will be provided to the Department upon written request of the Department;

(iii) the Department must be given a password that enables the Department to access the Customer Web Site, at any time, for purposes of auditing and compliance monitoring only;;

(iv) the Customer Web Site must be able to support

XML.

(b). Minimum System Requirements. In order to access the System in an efficient manner, the Department recommends that the Customer acquire, at its sole cost and expense, a web site system with dedicated Internet bandwidth that is capable of secure sign on and of tracking users through the web site. The web site system should have secure web (SSL) capabilities. All computer hardware, networking equipment, communications devices, operating systems and software provided by the Customer, and any subsequent additions thereto, shall be maintained by, and at the sale cost and expense of, the Customer,

2.1.3 Availability. Subject to the provisions of Section 2.3(b) below, the Department shall use commercially reasonable efforts to make the System available to the Customer on a continuous and uninterrupted basis. The Department may temporarily suspend all service for the purpose of repair, maintenance, back-up or improvement of any portion of the System. However, the Department shall provide prior notice where it is reasonably practicable under the circumstances, and the Department shall restore service as soon as is reasonably practicable.

2.1.4 User ID and Passwords.

(a). Selection. Any User IDs andlor Passwords needed by Customer to access the System will be provided by the Department, and will be of such

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length, and consist of such letters and/or numerical digits, as the Department, in its sole discretion, shall determine.

(b). User IDs and Passwords May be Changed From Time-toTime. The Department may, from time-to-time, and with advance notice, change the Customer's User IDs and/or Passwords in accordance with such policies or procedures as have been, or may in the future be, established by the Department andlor the Public Access Committee. Failure by the Customer to use new User IDs or Passwords provided by the Department in accordance with this Section 2.1.4 (b) will result in the Customer's inability to access the System. The Customer will not be entitled to any abatement or rebate of fees due to the Customer's inability to access the System for failure to utilize new User IDs or Passwords properly provided to the Customer in accordance with the provisions of this Section 2.1.4 (b).

(c). Responsibility for User ID and Password Use. The Customer agrees not to share its User IDs andlor Passwords with, or otherwise disclose its User IDs and/or Passwords to, any third party without the express, written consent of the Department. The Customer is solely responsible for all searches performed andlor the use of Database data accessed by its agents, employees, or others utilizing the Customer's User IDs andlor Passwords. The unauthorized sharing or disclosure by the Customer of the Customer's User IDs andlor Passwords and/or any Database data shall be grounds for immediate application of the termination provisions set forth in Article 6 below, and the Customer shall be liable to the Department for the reasonable value of any unauthorized use of the System andlor any Database data, plus costs of collection and reasonable attorneys' fees incurred by the Department in enforcing the provisions of this Article 2.

2.2 Customer Duties, Obligations and Restrictions.

2.2.1 Duties and Obligations. Throughout the Term of this Agreement, and any extension thereof, the Customer hereby agrees to perform or otherwise comply with each of the following duties andlor obligations:

(a) Compliance with Laws. Access by, andlor use of, the

System andlor Database data by the Customer, and any person or entity acquiring access to the foregoing by or through the Customer, must at all times be in compliance with, and cannot knowingly or intentionally violate, any existing, revised 01' future laws, statutes, rules, regulations, policies or procedures of any Federal, state or local government or authority, or any agency or committee thereof, including, but not limited to, all laws, directives andlor orders referenced in Section 8.9 below (unless the new law significantly modifies the terms of this contract at which time the parties will meet and renegotiate the terms of the contract). Additionally, the Customer shall post a notice acceptable to the Department advising users that no data or information obtained by or through the use of the Database or the System by the Customer and/or any person or entity acquiring access to the foregoing by or through the Customer, shall be used for any illegal or unethical purposes, including, without limitation, for the purpose of intimidating, stalking Of harassing any person or entity.

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(b) Record Keeping. The Customer must keep and maintain

throughout the Term of this Agreement and any extension(s) thereof, and for a period of two (2) years following the expiration or termination of this Agreement, and any extension(s) thereof, complete and accurate records regarding all searches of the Database and/or System performed by or through the Customer, including the following:

1. The identity of the person or entity performing the

search on behalf of the Customer;

2. The identity of the person 01' entity requesting the

search from the Customer;

3. The terms, criteria and parameters of the search,

including every name searched and every ROA selection made; and

4. The date and time that the search was performed.

2.2.2 Restrictions. Throughout the Term of this Agreement, and any extension thereof, the Customer shall be bound by the following restrictions:

(a) The Customer acknowledges that data provided from the

System is dynamic, and therefore subject to change after it is received by Customer's client. The Customer needs to inform their clients that the data is time constrained and should be rechecked each time a decision is to be made based on that data. For that reason, it is dangerous, and ill-advised, to formally combine the time constrained data with any permanent database. For example, sealed cases, warrants, protection orders, etc

(b) The Customer acknowledges that the Customer's client

who is paying for the information is the owner of that copy of data, not the Customer/information reseller. The Customer cannot resell the data purchased by the client or search against it.

(c) Back-up and Storage Restrictions. The Customer shall not

cache (except as necessary for proper System operation, and provided that such cached information is not stored with or copied or otherwise transferred to, added to or used to update any other database or other information used or maintained by, or available to, the Customer; and provided further that such cached information shall not be disseminated or otherwise made available to the public or others for any purpose and the cache will be cleared upon completion of each search performed by or through the Customer), store, back-up, duplicate or otherwise maintain any copies, electronically, digitally, magnetically or otherwise, of any data or information obtained by, through or from the System and Database, including, without limitation, any Database data, on any system (computer, tape back-up or other means of storage), or by any method or means available to or maintained or otherwise under the control of the Customer; provided, however, the Customer is hereby authorized to maintain such copies of data or information obtained by, through or from the Database for the sole and exclusive purpose of complying with

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the reporting requirements of applicable laws, and provided further that such information may not be stored with or copied or otherwise transferred to, added to or used to update any other database or other information used or maintained by, or available to, the Customer, or disseminated or otherwise made available to the public or others for any purpose. A breach by the Customer of the provisions of this Section 2.2.2 (b) shall be grounds for the immediate application of the termination provisions set forth in Section 6.3 below. Additional exceptions to the prohibition of temporary storage of data may be approved for all users by the Public Access Committee.

(d) Data Security.

i. The Customer shall provide a secure environment for access to the Department's data. By July 15, 2010, the Customer shall comply with the same standards of security and auditing that the Colorado Judicial Department adheres

to. Customer must do the following: (1) Protect against SQL Injections by following industry standard practices for validating and sanitizing user input; (2) Comply with local, State and federal regulations, or present to the Department a plan for compliance within 90 days of this contract's execution; and (3) Comply with the Department's Cyber Security Policy or present to the Department a plan for compliance within 90 days of this contract's execution; (4) The Customer shall also follow security and application development best practices

ii. Validation of compliance by external audit documentation must be provided to the Department by July 15 of each year within the contract term. All audit or validation issues or findings must be accompanied by a plan for corrective actions to ensure compliance and the corrective action must be implemented within 180 days of the final audit report.

iii. Upon reasonable notice, the Customer agrees to permit vulnerability assessments or penetration tests to its hosted applications and systems which provide or access Department information. The Department agrees to coordinate and schedule such assessments and testing with Customer so as to minimize potential damage and service interruptions, and to limit the scope of the assessment, where possible.

(e) Data Display. The Customer shall endeavor to provide a

user friendly presentation of the data at the lowest price practicable.

2.2.3 The Department shall be entitled to conduct periodic, random audits to insure the Customer's compliance with the terms and conditions of this Agreement. The customer will be provided five business days notice. The actual cost and expense reasonably and necessarily incurred in connection with such audits, including the Department's then current audit fee, shall be paid by Department, unless the audit determines that the Customer is not in compliance with the terms and conditions of this Agreement, in which case, the actual cost and expense reasonably and necessarily incurred in connection with such audits, and the Department's then current audit fee,

shall be paid by Customer. The provisions of this Section 2.2.3 and Section 2.2.1 (b) shall survive termination of this Agreement.

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2.3 Department Duties and Obligations.

2.2.4 The Customer must submit its end user agreement to the State for compliance and auditing purposes.

2.3.1 Commercially Reasonable Efforts. The Department shall use commercially reasonable efforts to provide such services and support as are reasonably required to maintain the System in proper working order.

2.3.2 SYstem Access. Provided the Customer has complied with each of the provisions or requirements of this Agreement, the Department shall use commercially reasonable efforts to provide the Customer with access to the System, and the ability to conduct searches on an XML Passthrough Search basis, as soon as is reasonably practicable but in any event, the Customer shall use commercially reasonable efforts to program to such access by June30, 2010.

2.3.3 Program Specifications.

(a) The Department limits the number of records

returned to a Customer to 20,000 records for XML pass-through access for each name search.

(b) Searches may be performed with five different first

names using the same last name for the price of one search. For example, the search may be for Smith, Robert; Smith, Bob; Smith, R.; Smith, B.

(c) Search results will be returned in Title case (upper

and lower case), not UPPERCASE. The Department will provide this formatting to the Customer.

(d) XML pass-through access will allow for one

character wildcard first name searches with the same last name,

( e) The Department will determine whether "in-

memory processing" provides faster search results to Customer and what associated staffing and funding costs are to develop, deploy and maintain this technology at the Department.

(f) The Department will provide, at minimum, the

same response time as was provided by LexisNexis Court Link as of March 1, 2010.

(g) The Department will recommend to the Public

Access Committee that "alerts and tracking" searches be allowed to be offered by the Customer.

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(h) The Department will also present to the Public

Access Committee, for its consideration, other search criteria to include: Judge, Attorney, and Casetype.

(i) The Department will not mirror any data to any

Customer for any purpose.

(k) Department will store searches for seven (7) days,

and make such stored searches available to the Customer free of charge for one hundred sixty-eight hours after the paid-for search.

ARTICLE 3 FEES AND CHARGES

2.3.4 Resale by Department. The Department reserves the right to sell individual case-by-case data on the Department's website to the general public, at any time that fewer than two (2) primary Customers are under contract with the Department and fully prepared to provide such service.

3.1 Fees, Charges and Billing. In consideration of its access to the System,

the Database and Database data, and the ability to conduct searches of the same on an XML Passthrough Search basis, the Customer shall pay the Department applicable fees set forth on the particular Exhibit A selected by Customer and in accordance with the following provisions:

3.1.1 Unless otherwise set forth on the selected Exhibit A, the Department will charge a per search charge based on the number of monthly searches conducted on an XML Passthrough Search basis. The per search charges and volume discounts are set forth on the vendor pricing chart on the applicable Exhibit A attached hereto and incorporated herein by this reference.

3.1.2 Unless otherwise set forth on the applicable Exhibit A, the Department will bill Customer monthly for fees, charges and other amounts accruing during the prior month. Customer will pay each invoice pursuant to section 3.1.5. Any fees, charges or other amounts not paid within sixty (60) days after the invoice date are thereafter and until paid subj ect to finance charges of one and one-half percent (1.5%) per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. Payment of such finance charges will not excuse or cure Customer's breach or default far late payment. Further, Customer will reimburse any costs or expenses (including, but not limited to, reasonable attorneys! fees) incurred by the Department to collect any amount which is not paid when due.

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3.1.3 The Customer may pay fees and charges due and payable to the Department under this Agreement by check.

3.1.4 The Customer will notify the Department about any billing problems or discrepancies within 90 days after the date of each applicable monthly invoice. The Customer's failure to bring any billing problems or discrepancies to the Department's attention within said 90 day period shall result in a waiver by the Customer of its right to dispute such problems or discrepancies.

3.1.5 Unless otherwise set forth in the applicable Exhibit A, fees, charges and other amounts accruing during the prior month shall be paid monthly not later than 60 days after the invoice date. Payments shall be made in U.S. dollars. Following each calendar month, the Department shall provide Customer with a statement showing searches for the month. Payments shall be sent to the Department at the following address:

Attn: Ellie Lake

SCAO/JBITS Division 101 West Colfax Avenue s" Floor

Denver, Colorado 80202

3.1.6 The Department reserves the right to change its fees and billing methods at any time upon 60 days advance notice for general changes, or thirty (30) days advance written notice prior to the end of the current contract for situations mandated by legislation or audit directive.

3.1.7 The Customer reserves the right to change its selection of fees pursuant to Section 3,1. and the pricing Exhibit A, on sixty (60) days advance written notice to the Department.

3.1.8 The Customer and the Department will further negotiate any additional fees or fee split based on any additional functionality approved by the Public Access Committee. The additional functionality and fee or fee splits for that functionality must be made available to all customers.

3.1.9 Upon request by the Department, Customer shall disclose their pricing schema to the Department.

ARTICLE 4

DISCLAIMERS AND LIMITATION OF LIABILITY

4.1 DISCLAIMERS.

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4.1.1 The System and Database have not been designed or developed to meet the requirements of the Fair Credit Reporting Act, 15 U.S.C. Sec. 1681, et seq. C'FCRA'l Accordingly, the Department does not make any claims, warranties or representations as to the fitness of the Database for purposes ofFCRA or similar state statutes.

4.1.2 EXCEPT AS PROVIDED ELSEWHERE IN THIS AGREEMENT, THE SYSTEM, DATABASE AND DATA OBTAINED THEREFROM ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE DEPARTMENT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY ERROR, DEFECT, DEFICIENCY, INFRINGEMENT OR NONCOMPLIANCE IN THE DEPARTMENT SERVICES, THE DEPARTMENT INTERNET SITE, THE DEPARTMENT TECHNOLOGY, INFORMATION OR ANY SOFTWARE, SERVICES OR OTHER ITEMS PROVIDED BY, THROUGH OR ON BEHALF OF THE DEPARTMENT UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE). THE DEPARTMENT DOES NOT MAKE ANY WARRANTY CONCERNING THE ACCURACY OR COMPLETENESS OF THE INFORMATION IN RECORDS AVAILABLE ON THE SYSTEM OR FROM THE DATABASE. THE DEPARTMENT DOES NOT WARRANT THAT THE SYSTEM, DATABASE OR ANY DATA OBTAINED THEREFROM WILL BE UNINTERRUPTED OR ERROR FREE. THE DEPARTMENT DOES NOT WARRANT THAT INFORMATION RESIDING IN THE DEPARTMENT'S DATABASE WILL REMAIN UNCHANGED FOR ANY PERIOD OF TIME AFTER ANY SUCH INFORMATION IS RECEIVED BY CUSTOMER OR BY ANY THIRD PARTY.

4.2 Force Majeure. The Department will not be liable for, or be considered

to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond the reasonable control of the Department, as applicable, including, but not limited to, the following:

4.2.1 Any act or failure to act by the Customer;

4.2.2 Acts of God or of a public enemy;

4.2.3 Acts of the Department or of the United States or the State of Colorado, or any political subdivision thereof;

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4.2.4 Power failure, equipment failure, transmission line or communications failure or unavailability, strikes, interruption of transportation, rationing, court action or illegality;

4.2.5 Embargos, epidemics or quarantine restrictions;

4.2,6 Fires, severe weather, floods, earthquakes, natural disasters, explosions or other catastrophes or causes beyond the control of the Department and which, by the exercise of reasonable diligence, could not have been prevented by the Department; and

4,3 LIMITATION OF LIABILITY.

4,3.1 IN NO EVENT SHALL THE DEPARTMENT BE LIABLE TO THE CUSTOMER FOR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OR DELAY IN PROVIDING ACCESS TO THE SYSTEM OR THE DATABASE UNDER THIS AGREEMENT INCLUDING BUT NOT LIMITED TO:

(a). PROBLEMS RELATING TO TELEPHONE LINES

OR OTHER TRANSMISSION OR RECEIVING DEVICES OR EQUIPMENT;

(b). UNAVAILABILITY OF TELEPHONE LINES OR

OTHER ELECTRONIC TRANSMISSION LINES OR EQUIPMENT FOR CONNECTIVITY TO THE INTERNET (INCLUDING, BUT NOT LIMITED TO, ANY TELEPHONE OR ELECTRONIC TRANSMISSION LINES SUPPLIED BY THE DEPARTMENT) THAT RESULTS IN AN INABILITY TO REACH THE DEPARTMENT OR TO ACCESS THE SYSTEM;

(c), TRANSMISSION ERRORS, EXCEPT

TRANSMISSION ERRORS RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE DEPARTMENT OR ITS AGENTS OR EMPLOYEES;

(d). ANY ALTERATION OR DESTRUCTION OF

MATERIAL TRANSMITTED THROUGH THE SYSTEM, INCLUDING, BUT NOT LIMITED TO, DATABASE DATA;

. (e), ALTERATION OR DESTRUCTION OF

INFORMATION ON THE CUSTOMER'S COMPUTER SYSTEM OR ELSEWHERE RESULTING FROM THE TRANSMISSION OF COMPUTER "VIRUSES" OR OTHER DAMAGING OR DESTRUCTIVE SOFTWARE OR SOFTWARE COMPONENTS THROUGH THE SYSTEM; OR

(f). THE SPEED, ACCESS OR SECURITY OF THE

INTERNET. TO THIS END, THE PARTIES ACKNOWLEDGE THAT THE

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PARTIES HAVE LITTLE CONTROL OVER THE SECURITY OF THE INTERNET AND THEREFORE CANNOT TOTALLY PROTECT INFORMATION SENT OR RECEIVED BY THE OTHER PARTIES FROM UNAUTHORIZED VIEWING WHILE IN TRANSIT AND CANNOT GUARANTEE THAT SUCH INFORMATION WILL NOT BE INTERCEPTED OR USED BY UNAUTHORIZED THIRD-PARTIES.

4.3.2 IN NO EVENT SHALL THE DEPARTMENT BE LIABLE FOR ANY CLAIMED LOST PROFITS OR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES RELATING IN WHOLE OR IN PART TO THE CUSTOMER'S RIGHTS HEREUNDER, OR USE OF, OR INABILITY TO ACCESS OR USE, THE SYSTEM, DATABASE OR ANY DATA OBTAINED THEREFROM, EVEN IF THE DEPARTMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

4.3.3 IN NO EVENT WILL THE LIABILITY OF THE DEPARTMENT WITH REGARD TO THE DEPARTMENT SERVICES, THE DEPARTMENT INFORMATION AND ANY OTHER ITEMS OR SERVICES PROVIDED OR FAILED TO BE PROVIDED UNDER THIS AGREEMENT EXCEED THE COMPENSATION PAID BY CUSTOMER TO THE DEPARTMENT UNDER THIS AGREEMENT IN THE THREE (3) MONTHS PRECEDING THE ACCRUAL OF SUCH CLAIM. CUSTOMER'S RIGHT TO MONETARY DAMAGES UP TO THAT AMOUNT WILL BE IN LIEU OF ALL OTHER REMEDIES THAT CUSTOMER AND/OR ITS AUTHORIZED USERS MAY HAVE AGAINST THE DEPARTMENT.

4.3.4 IN NO EVENT SHALL THE DEPARTMENT BE LIABLE FOR ANY CLAIMED LOST PROFITS OR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES RELATING IN WHOLE OR IN PART TO THE POTENTIALLY CHANGING NATURE OF THE DATA IN THE LIVE DATABASE FROM WHICH CUSTOMER AND CUSTOMER'S CLIENTS WILL BE RECEIVING DATA AT ANY GIVEN POINT IN TIME.

ARTICLES CONFIDENTIALITY

5.1 Confidentiality. Customer and the Department recognize that they will

come into possession of Confidential Information of the other Party. Customer and the Department expressly recognize that Confidential Information of the other Party is being conveyed to it under conditions of confidentiality, and agrees that it will not disclose such Confidential Information to any third party during the term of this Agreement, and for a period of two (2) years following the termination or expiration of this Agreement, unless expressly authorized by, and in strict conformance with, the terms of this Agreement.

The Customer and the Department may, however, disclose Confidential Information of

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ARTICLE 6

TERM AND TERMINATION

the other Party to its employees who need to know such Confidential Information in order to assure the Customer's and the Department's compliance with the other terms and conditions of this Agreement; provided, however, that Customer and the Department

each shall be liable for any breach of the covenants of confidentiality contained herein by its agents, employees or any other third-party obtaining such Confidential Information by or through the Customer or the Department, or as applicable its agents or employees.

6.1 Term. The Term of this Agreement shall commence upon the date offull

signature by both Parties and shall expire one year thereafter unless extended in accordance with the provisions of Section 6.2 below, or unless earlier terminated upon the first to occur of any of the following events ("Event of Termination").

6.1.1 Non-Renewal,__Either Party shall provide thirty (30) days advance written notice of an intent not to renew anyone year contract;

6.1.2 Customer Default. The Department reserves the right to, and the Customer agrees that the Department may, terminate this Agreement, and any and all services of the Department, in the event that the Customer fails to fulfill any material obligation contained in this Agreement ("Customer Default"), and, unless a shorter or no period for correction is allowed under other provisions of this Agreement, the Customer fails to correct such Customer Default within ten (10) calendar days of receipt by the Customer ofthe Department's written notice setting forth the Customer Default in question and the action reasonably necessary to remedy the Customer Default;

6.1.3 Department Default. The Customer reserves the right to, and the Department agrees that the Customer may, terminate this Agreement in the event that the Department fails to fulfill any material obligation contained in this Agreement ("Department Default"), and the Department fails to correct such Department Default within ten (10) calendar days of receipt by the Department of the Customer's written notice setting forth the Department Default in question and the action necessary to remedy the Department Default.

6.1.4 Deliberate, Willful or Grossly Negligent Violations. In the event the Customer commits deliberate, willful or grossly negligent violations of its material obligations contained in this Agreement, the Department, shall have the immediate right, with written notice, to suspend all rights of, and service to, the Customer under this Agreement, including, without limitation, the right to access the System andlor Database. The Customer shall have ten (10) calendar days ("Response Period") to submit written data, views and arguments with respect to such facts or conduct and to cure the breach in question. If the Department determines, in its sole discretion, that Customer has cured such breach, then the Department, shall immediately reinstate all rights of, and service to, the Customer under this Agreement.

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6.2 Automatic Term Extension. Unless earlier terminated, and provided

the Customer is not in default hereunder, the Term of this Agreement shall automatically be extended for successive one year terms for three additional years; unless notice has been given by either party of intent not to renew in accordance with the provisions of Section 6.1 above.

6.3 Post Termination Rig/,ts and Obligations. Upon termination, or

expiration without extension or renewal, of this Agreement for any reason, the following provisions shall control the respective rights and obligations of the Parties:

6.3.1 All licenses granted to the Customer hereunder shall be terminated effective upon the date of termination, and the Department shall thereafter be relieved of all further obligations, duties or responsibilities under this Agreement;

6.3.2 Under the terms of this Agreement, no Database data or Confidential Information of the Department shall be maintained on any computer system maintained by the Customer, and, in the event any Database data or Confidential Information of the Department shall be placed on any computer system maintained by the Customer at any time, or for any reason, all such Database data and/or Confidential Information, and all copies thereof, including any back-ups and all other means of storage, magnetic, electronic or otherwise, shall immediately be erased andlor destroyed. Upon termination, or expiration without extension or renewal, of this Agreement, subject to the provisions of Section 2.2.2(b) above relating to compliance with reporting requirements of applicable laws which shall survive termination ofthls Agreement, the Customer may not use, disclose, print, view or otherwise exploit any data contained in, or obtained from, the Database, Confidential Information of other Intellectual Property Rights of the Department for any purpose whatsoever. Within five (5) days after the effective date of termination, or expiration without extension or renewal, the Customer shall deliver to the Department a written certificate signed by the Customer's President certifying the Customer's compliance with each and every provision of this Section 6.3.2. The provisions of this Section 6.3.2 shall survive termination, or expiration without extension or renewal, of this Agreement.

ARTICLE 7 REPRESENTATIONS; INDEMNIFICATION

7.1 Representations by the Customer. The Customer hereby warrants and

represents that the fo11owing are true and correct:

7.1.1 The Customer is a corporation duly organized, validly existing and in good standing under the laws of the state of incorporation set forth following the Customer's name in the opening paragraph of this Agreement, and has all requisite corporate power and authority to carryon its business as it is now being conducted;

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7.1.2 The Customer has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings and charges thereunder) of Federal, state and local governments (and all agencies thereof).

7.1.3 In addition to any warranties set forth elsewhere in this Agreement, Customer's performance of its obligations and access to and usc of the Database will not violate any third party Intellectual Property Rights or any applicable laws, rules or regulations.

7.2 Indemnification. The Customer shall defend, indemnify and hold the

Department harmless against and in respect of any damage, loss, liability, cost or expense, including expert witness fees and reasonable attorneys' fees, whether or not recoverable under applicable state law, resulting or arising from or incurred in connection with any misrepresentation or non-fulfillment or nonperformance of any agreement on the part of the Customer under this Agreement, or any noncompliance on the part of the Customer with applicable law.

ARTICLES MISCELLANEOUS

8.1 No Assignment. The Customer may not transfer, sell or assign to any

third party its rights, duties or obligations hereunder without the express written consent ofthe Department, which consent will not be unreasonably withheld.

8.2 Notices. Any notice to be given or to be served upon any Party hereto in

connection with this Agreement must be in writing, and may be given by electronic mail ("email"), courier or registered or certified mail, and shall be deemed to have been given and received when a registered or certified letter containing such notice, properly addressed, with postage prepaid is deposited in the United States mails. If given otherwise than by registered or certified mail, it shall be deemed to have been given when delivered in hand to the Party to whom it is addressed, or, with respect to notices sent via email, when the sender has received confirmation that its email was received by the intended recipient. Such notices shall be given to the parties hereto at the addresses set forth on the signature page of this Agreement.

8.3 Binding Effect. This Agreement and the covenants, obligations,

undertakings, rights and benefits hereof shall be binding upon, and shall inure to the benefit of, the respective Parties hereto and their respective heirs, executors, administrators, representatives, successors and assigns.

8.4 Governing Law. This Agreement shall be construed and enforced in

accordance with the laws of the State of Colorado.

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8.5 Execution in Counterparts. This Agreement may be executed by one or

more Parties in several counterparts and all such counterparts so executed shall together

be deemed to constitute one final agreement as if signed by all Parties and each such counterpart shall be deemed to be an original.

8.6 Headings. Descriptive headings are for convenience only and shall not

control or affect the meaning or construction of any provisions of this Agreement.

8.7 Entire Agreement. This Agreement contains the entire understanding

between the Parties and supersedes any prior understandings and agreements among them pertaining to the creation and establishment of this Agreement. There are no representations, agreements, arrangements or understandings, oral or written, between and among the Parties hereto relating to any of the provisions of this Agreement which are not fully expressed or incorporated by reference herein. This Agreement may not be amended or modified except in writing executed by the unanimous consent of all Parties.

8.8 No Third Party Beneficiaries; No Agency. Except as expressly provided

herein to the contrary, no provisions of this Agreement, express or implied, are intended or will be construed to confer rights, remedies, or other benefits to any third party under or by reason of this Agreement. This Agreement will not be construed as creating an agency, partnership or any other form of legal association (other than as expressly set out herein) between the Parties. The Customer and the Department shall at all times and for all purposes hereunder be deemed independent of one another, and neither Party shall directly or indirectly imply or represent to others, or permit their agents or employees to imply or represent to others that it has the authority to act for, represent or bind the other Party in any manner by virtue of this Agreement.

8.9 Government Restrictions. Each Party agrees to comply with all

applicable federal, state and local laws; court rules; and policies published by the Public Access Committee; and by any governmental agency or court having jurisdiction over any Party hereto; and with all applicable orders, regulations, rules, policies, technical specifications of the Department as contained in 2.1.2(b) herein, Public Access Committee or any such governmental agency or court. The Parties hereto shall be excused from any failure to perform any obligation hereunder to the extent such failure is caused by any such law, order, regulation, rule, policy, direction or request. In addition, each Party will comply with: 0) the provisions of § 24-34-401 et. seq., C.R.S. regarding employment practices, and other applicable laws respecting discrimination and unfair employment practices; and (ii) all applicable federal, state and local laws, court rules, and published policies of the Public Access Committee, as now existing or as may be revised, regarding public access to court records, including, without limitation, § 24-72- 201, et. seq., C.R.S., and Chief Justice Directive 05-01 and public access policies related thereto.

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8.10 Non-waiver. Waiver of any breach of any term or condition of this Agreement will not be deemed a waiver of any prior or subsequent breach.

8.11 Damages. Failure to comply with the covenants regarding secrecy or the use of the System, the Database or the data contained therein, Confidential Information

andlor Intellectual Property Rights of the Customer, or the Department, are circumstances which are individually a substantial breach of this Agreement for which the Customer or the Department may be entitled to other than monetary remedies arising out of such breach.

8.12 Llmltation of Actions. No action may be brought by any Party to this Agreement to enforce any covenant made by any Party hereto or to seek damages or equitable relief arising from any claimed breach or nonperformance of a covenant, representation, warranty or other performance provided for herein unless such action is commenced within two (2) years after the date the affected Party knew, or with the exercise of reasonable diligence, should have known, of the existence of the claim. The Parties agree to be hound by the aforesaid limitation of actions notwithstanding the provisions of any applicable statutory limitation of actions to the contrary.

Exhibit A-l

8.13 Customer Pricing. The Customer has selected the following pricing plan, which is described in further detail on the respective Exhibit A attached hereto (Please check one):

X Exhibit A-2 (Commitment level- 80,000 monthly searches)

8.14 Employees Outside the United States. All Services or processing delivered pursuant to this Agreement may be performed, in whole or in part, by employees of the Customer or its parent or affiliates from any location. including locations outside of the United States of America. Employees of Customer, its parent or affiliates, wherever located, shall be permitted to, without limitation: (i) access computing devices to perform support functions for regular network and systems operations; (ii) perform development services; (iii) provide processing support and after hours processing fulfillment functions; and (iv) provide account support, If an employee of Customer, its parent, or affiliate from a location outside the United States of America shall require access to any personally identifiable information stored or maintained on behalf of: (i) such access shall be limited to read-only access; (ii) such access shall only be permitted to the extent required to perform the Services or processing assigned to such employees; (iii) all personally identifiable information shall remain housed at Customer, its parent, or affiliates' facilities located within the United States of America; and (iv) Customer will require all such employees to comply with the confidentiality and information security requirements of this Agreement. Any act or omission of Customer's parent or affiliates shall be deemed to be the act or omission of Customer. for which Customer will be liable in accordance with the terms of the Agreement.

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IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement on the day and date first above written.

Customer Address ~v",\, c.\-\«' t S'\\~ of\<::'ICl('M.C.~

Customer e-mail ··A t . i ' :i1

\~3l}3 ~\p;(r\lJ'{4 ". X:i")

ATTEST 1?r~DL~f1.'e>l eLI (>£) ~;s\)b2l

By: ~

Printed Name: ,dnn i4~ Date: 6/ ~!tp

Title: 0; ruhr ~ SJp (Corporate se tary or equivalent)

JUDICIAL

Gerald A. Marroney

State Court Administrator

Date: (:.0 -:J ()- 10

101 West Colfax Ave, 5th Floor Denver, Colorado 80202 Gerald.marroney@iudidal.state.co.us

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EXHIBIT A-I:

Customer Pricing: Pay-As-You-Go Monthly Sliding Scale Transactional Pricing

• Customers are charged monthly, based on the actual volume of transaction for that month. Minimum term contract is 12 months. Fees and charges due and payable to the Department will be handled according to the procedures outlined in Section 3.1.2.

Included Monthly Searches

Implied 0/0

discounted discount

charge per otT list

search ($5 00)

0-500 $5.00 0%
501-2,500 $4.65 7%
2,501-5,000 $4.50 10%
5,001-10,000 $4.25 15%
10,001-15,000 $4.00 20%
15,001-20,000 $3.75 25%
20,001-25,000 $3.50 30%
25,001-30,000 $3.25 35%
30,001-35,000 $3.00 40%
35.001-45,000 $2.75 45%
45,001-55,000 $2.50 50%
55,001-65,000 $2.25 55%
65,001-80,000 $2.00 60%
80,001-105.000 $1.75 65% Passihrough Access Agreement

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EXHIBIT A-2

Customer Pricing: Annual Commitment based on block of searches purchased

• Customers will be charged monthly based on a minimum annual commitment according to the chart be/ow. Each commitment level entitles the Customer to a number of searches for case name and case # searches only throughout a 12 month period. Searches conducted above the annual commitment level wifl be charged at the "implied discounted charge per search" shown. Minimum term contract is 12 months.

• Monthly fees and charges during the first 11 months on a minimum annual commitment are due and payable on the first day of each month for the prior month. Fees and charges for the final month on a minimum annual commitment wifl be reconciled to account for any searches conducted above the annual commitment level. Customers wiJJ receive an invoice detailing total number of searches conducted in the final month, total annual searches conducted and total searches above the commitment level if applicable. This invoice will be due and payable according to the procedures outlined in section 3.1.2. Should there be unused searches, the remaining number of unused searches for that twelve month period will either be forfeited by the Customer, or the Customer can pay the higher rate for all of the lower number of actual searches.

implied
Minimum Included Minimum Included dlseounred 0/0 dis-
Monthly Monthly Annual Annual charge per count
cemmitment Searches commitment Searches search oll'list
$1 [,625 2,500 $ 139,500 30,000 $4.65 7%
$22,500 5,000 $ 270,000 60,000 $4.50 10"10
$42,500 [0,000 $ 510,000 [20,000 $4.25 15%
$60,000 15,000 $ 720,000 180,000 $4.00 20%
$75,000 20,000 $ 900,000 240,000 $3.75 25%
$87,500 25,000 s 1,050,000 300,000 $3.50 30%
$97,500 30,000 $ 1,170,000 360,000 $3.25 35%
$105,500 35,000 $ 1,266,000 420,000 $3.00 40%
$123,750 45,000 s 1,485,000 540,000 $2.75 45%
$137,500 55,000 s 1,650,000 660,000 $2.50 50"10
$146,250 65,000 $ 1,755,000 780,000 $2.25 55%
$160,000 80,000 $ 1,920,000 960,000 $2.00 60"/.
$183,750 105,000 $ 2,205,000 1,260,000 $1.75 650/. Passthrough Access Agreement D:\DATAIWORD\05PSOI A7.DOC.012606

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EXHIBITB

COLORADO COURTS AND CASE CLASSES

The following Colorado Courts and case types are covered by this Agreement as long as they are available to LNCL from the Department:

1. Courts.

All State Trial Courts as follows:

(a) County Courts (excluding the Denver County Court) - as of the Effective Date, there are 64 County Courts in Colorado; and

(b) District Courts - as of the Effective Date there are 22 District Courts in Colorado; and

(c) Water Courts - as of the Effective Date there are 7 Water Courts in Colorado; and

(d) Municipal Courts that use the current Judicial Department CMS.

2. Case Classes.

This Agreement covers and the Database Information will include the following case classes from the courts covered in paragraph 1 above:

Case Class

Abbreviation *

Civil and Felony (District and County Courts)

C, CA, CV, F, CR, IA,IC DA,DR,DU

Domestic Relations (District Court) Traffic (County and Municipal Courts) Misdemeanor/petty offenses (County and Municipal Courts) Small Claims (County Courts)

Water Cases (District Water Courts)

T M S CW

* Abbreviations may be added, deleted or modified by the Department by notice to the Customer will have a reasonable time to incorporate such additions, deletions and modifications into the System.

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