<PAGE>

                                                                   EXHIBIT 10.14

                               RESPONSYS INTERACT

                         APPLICATION SERVICES ORDER FORM

<TABLE>
Customer: iDine Rewards Network Inc.

Order Form Effective Date: 03/31/02           Agreement Effective Date:  03/31/02              Order Form #1

                       Customer Contact Information:   Customer Billing Information:        Purchase Order #:

Attention:             Ellen Bale

Address:               11900 Biscayne Blvd.

Phone:                 305-892-3304

Fax:

Email:                 ebale@tmni.com

Responsys:              Responsys, Inc.                       Total Order Form Value (including Set Up Fees,
                        2225 East Bayshore Road               Subscription Fees, etc): $293,148
                        Palo Alto, California 94303

Sales Region:  East                           Account Sales Manager/Sales Representative: Alicia Capeca

RESPONSYS INTERACT APPLICATION SERVICES INITIAL FEES

<CAPTION>
Item                                                    Quantity               Unit Price              Total
<S>                                                         <C>                <C>                      <C>
[X] Standard Account and/or Sub Account                     1                   $ 2,500               $ 2,500

[X] Starter Pack                                            1                   $25,000               $25,000

(See Starter Package Pricing Table Below)

[X] Gateway For Data                                        1                   $ 1,000               $ 1,000

Total Set Up Fees:                                                                                    $28,500

Payment Terms:                                         Set Up Fees are payable on the Order Form Effective Date

RESPONSYS INTERACT APPLICATION SERVICES:  Monthly Fees
The tables contained herein shall apply to the Responsys Interact Application
Services subject to the terms and conditions in this Order Form.

<CAPTION>
      Term            Monthly         Monthly Service Bureau     Monthly      Monthly Subscription Fee   Monthly Overage Fee
                      Service        Fee (Includes 2 Interact    Message      (Monthly Service Bureau     (Fee per message
                      Capacity           Users, 2 Support      Delivery Fee    Fee + Monthly Message     exceeding the Monthly
                                      Services Contacts and                        Monthly Service        Service Capacity
                                         Support Services)                           Delivery Fee)
<S>                  <C>             <C>                       <C>            <C>                        <C>
    June 2002          850,000                $4,584              $4,590              $  9,174                  $.015
    July 2002          850,000                $4,584              $4,590              $  9,174                  $.015
   August 2002       1,000,000                $5,700              $3,900              $  9,600                  $.015
   Sept. 2002        1,000,000                $5,700              $3,900              $  9,600                  $.015
    Oct. 2002        1,000,000                $5,700              $3,900              $  9,600                  $.015
    Nov. 2002        1,000,000                $5,700              $3,900              $  9,600                  $.015
    Dec. 2002        1,250,000                $5,700              $4,875              $ 10,575                  $.015
    Jan. 2003        1,250,000                $5,700              $4,875              $ 10,575                  $.015
    Feb. 2003        1,250,000                $5,700              $4,875              $ 10,575                  $.015
    Mar. 2003        1,250,000                $5,700              $4,875              $ 10,575                  $.015
    Apr. 2003        1,250,000                $5,700              $4,875              $ 10,575                  $.015
    May 2003         1,250,000                $5,700              $4,875              $ 10,575                  $.015
    June 2003        1,500,000                $5,700              $5,850              $ 11,550                  $.015
    July 2003        1,500,000                $5,700              $5,850              $ 11,550                  $.015
   August 2003       1,500,000                $5,700              $5,850              $ 11,550                  $.015
   Sept. 2003        1,500,000                $5,700              $5,850              $ 11,550                  $.015
    Oct. 2003        1,500,000                $5,700              $5,850              $ 11,550                  $.015
    Nov. 2003        1,500,000                $5,700              $5,850              $ 11,550                  $.015
    Dec. 2003        1,750,000                $5,700              $6,825              $ 12,525                  $.015
    Jan. 2004        1,750,000                $5,700              $6,825              $ 12,525                  $.015
    Feb. 2003        1,750,000                $5,700              $6,825              $ 12,525                  $.015
   March 2004        1,750,000                $5,700              $6,825              $ 12,525                  $.015
   April 2004        1,750,000                $5,700              $6,825              $ 12,525                  $.015
    May 2004         1,750,000                $5,700              $6,825              $ 12,525                  $.015
                                          Total Responsys Services Fee:               $264,648
Start Date (i.e. the 1st or 15th of the month): June 1, 2002          End Date: May 31, 2004
Payment Terms:                                                        Fees are payable 30 days in advance.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
RESPONSYS INTERACT APPLICATION SERVICES COMPONENTS:

Responsys Interact Component  Quantity  Subscription Term    Subscription Fee Per Month   Total Component Subscription Fee
<S>                               <C>          <C>           <C>                          <C>
[X] Gateway for Data              1            24                                $1,000                            $24,000
Total                                                                                           $0 ($24,000 Fee is Waived)
Start Date (i.e. the 1st or 15th of the month):  June 1, 2002   End Date May 31, 2004
Payment Terms:                                                  Fees are payable 30 days in advance
</TABLE>

<TABLE>
<CAPTION>
RESPONSYS INTERACT APPLICATION SERVICES STARTER PACKAGE:

              Starter Package:                   Interact         Marketing Best       Number of       Package Price
                                                 Training        Practices (2 hr.   consulting days
                                              (2 day course)          course)
<S>                                           <C>                    <C>                  <C>          <C>
Training: Extremely simple campaign           on-site, up to         1 person             15                 $25,000
requirements. On-site training tailored to       6 people
customers need.
</TABLE>

Notes:

..  First day of Professional Services is used for project scoping.

..  Customer may elect to have Interact training conducted on-site for an
   additional $2500, for up to 6 people.

..  Customer must use selected package and training within 120 days of the Order
   Form Effective Date.

..  Fee above do not include travel and living expenses, which shall be invoiced
   separately.

..  Additional consulting fees: $2000 per day for marketing, technical, account
   management, $1500 per day campaign management.

<TABLE>
<CAPTION>
INTERACT APPLICATION SERVICES SUPPORT CONTACT(S):
<S>                 <C>                                    <C>
Support Services    Contact Information:                   Support Services Contact Information:

Customer:           iDine Rewards Network Inc.             Customer:

Contact:            Ellen Bale                             Contact:

Address:            11900 Biscayne Blvd.                   Address:

City:               Miami                                  City:

State/Zip:          FL               Country: USA          State/Zip:           Country:

Phone:              305-892-3304                           Phone:

Email:              ebale@tmni.com                         Email:

Fax:                                                       Fax:
</TABLE>

RESPONSYS INTERACT APPLICATION SERVICES TERMS:

1.      Incorporation of Master Agreement: This Order Form incorporates by
reference the terms and conditions of the Master Services and Software License
Agreement ("Agreement"), as referenced by the Agreement Effective Date set forth
above.

2.      Definitions.

2.1     "Content" means audio, video, text and other information (digital or
otherwise) either provided to Responsys by Customer in connection with
Customer's use of the Interact Application Services or transmitted through the
Interact Application Services.

2.2     "Interact Account" means a separate repository for Customer's data,
documents and campaign components for use with the Services.

2.3     "Interact Application Services" means remote Internet access to the
Responsys Interact Software through a secure web browser connection over the
internet, and provision and maintenance of the Responsys network for hosting the
Responsys Interact Software, including hardware, network software and network
connections.

2.4     "Interact User" means a single natural person who is permitted to access
and use the Interact Application Services.

3.      Use of Interact Application Services. Subject to the terms and
conditions of the Agreement and this Order Form, Customer, during the Interact
Applications Services Subscription Term, may access and use the Interact
Application Services identified in this Order Form in accordance with the
Interact Application Services Documentation. As part of the registration

                                        2

<PAGE>

process, Customer will identify an administrative name and password for each
Interact Account used by Customer. Customer shall assign each of its Interact
Users a unique name and password that shall be used to access the Interact
Application Services. Responsys reserves the right to refuse registration of, or
cancel passwords it deems inappropriate.

4.      Restrictions.

4.1     Customer represents, covenants, and warrants that (i) it has all
necessary right, title and interest in the Content, and that it has obtained all
consents, licenses, permissions and releases necessary to grant Responsys a
right to distribute the Content; (ii) the Content shall not be defamatory, trade
libelous, unlawfully threatening or unlawfully harassing; (iii) the Content
shall not be obscene or contain any child pornography; (iv) the Content shall
not contain any viruses, trojan horses, worms, time bombs, cancel bots or other
computer programming routines that are intended to damage or detrimentally
interfere with any system; and (v) Customer will use the Interact Application
Services in accordance with all federal, state and local laws, statutes, rules
and regulations, including, without limitation, the provisions of the following
California laws: California Business and Professions Code Sections 17538.4 and
17538.45.

4.2     If Customer uses the Interact Application Services in connection with
the delivery of solicitations, marketing or commercial emails, such emails shall
be in good taste and of the highest integrity consistent with Responsys'
standard permission policy then in effect as published on the Responsys web
site, www.Responsys.com, (the "Policy").

4.3     Customer hereby agrees to indemnify and hold harmless Responsys against
any damages, losses, liabilities, settlements and expenses (including without
limitation costs and reasonable attorneys' fees) in connection with any third
party claim or action that arises from an alleged violation of any provision in
this Section 4 or otherwise from Customer's use of Interact Application
Services. Although Responsys has no obligation to monitor the content provided
by Customer or Customer's use of the Interact Application Services, Responsys
may do so and may remove any such content or prohibit any use of the Interact
Application Services it believes may be in violation of the foregoing.

4.4     Customer acknowledges and agrees that in accordance with the Policy, a
footer shall be added to each email sent using the Interact Application
Services. The information in such footer shall include, but is not limited to:
(i) identification of the sender; and (ii) instructions on how the recipient can
"opt out" of future mailings and (iii) a link to Responsys' website containing a
non-branded version of the Policy (or a substantially similar Customer
permission policy approved in writing by Responsys).

5.      Payment Terms. Customer will pay Responsys the then applicable Fees for
the Application Services. Such fees shall include: (i) Service Bureau Fees; (ii)
Message Delivery Fees, and (iii) fees associated with any additional Responsys
Products or services as set forth on this Order Form. The start date for
Customer's use of the Application Services (the "Start Date") is specified on
this Order Form as either the first day or the fifteenth day of the calendar
month immediately following the Order Form Effective Date. If the Start Date is
the fifteenth, Responsys' initial invoice to customer shall include prorated
Fees for the Application Services for the first calendar month. Thereafter, the
fees shall coincide with the first day of a calendar month. If Customer's use of
the Application Services exceeds the Service Capacity set forth on the Order
Form, Customer shall be billed for the excess usage over the Service Capacity
("Overage"), in accordance with the Overage Fee set forth on the Order Form, and
Customer agrees to pay the additional Fees in the manner provided herein. The
Fee for Overage shall be equivalent to the number of messages exceeding the
Service Capacity in that month multiplied by the Overage Fee set forth on the
Order Form. Responsys will invoice Customer for consulting, training and other
services, as well as reasonable travel and living expenses associated with the
performance of any Professional Services, or initial account set up, as
incurred. All pricing set forth in the Order Form are in U.S. dollars.

6.      Support Services for Interact Application Services. In consideration of
Customer's payment of the Service Bureau Fees, Responsys shall provide Support
Services for such Interact Application Services during the duration of the
Subscription Term at no additional charge. At least once per calendar quarter,
Customer shall remove any data files not in active use that are stored in the
hosted database provided as part of the Interact Application Services, and
archive such files on Customer's own equipment.

RESPONSYS GATEWAY TERMS:

1       Responsys Gateway. A Gateway is access to a specific set of
functionality that allows ongoing bi-directional transfer of data between
Interact Application Services and a single web page, database table or third
party software application. Customer shall pay Gateway Fees for each Interact
Account where a Gateway Module is used. Responsys' Professional Services
personnel are available to perform Professional Services at Responsys' standard
consulting service fees.

1.1     Responsys Gateway for Data. Allows connection of external data sources
with Responsys Interact to automatically upload and download data files. Allows
Customer to schedule data transmissions using the Command Line Interface.

1.2     Responsys Gateway for eCommerce. Integrates Customer's Shopping Cart, or
other e-Commerce product with Responsys Interact e-mail campaigns and transfer
of e-commerce data into Responsys Interact's reporting system. Customer may use
up to a maximum of three (3) Conversion Tracking Image Tags per Gateway for
E-Commerce on any single webpage or a combination of webpages. A Conversion
Tracking Image Tag means an image tag generated by the Interact Application
Services and provided as a Campaign URL.

                                        3

<PAGE>

1.3     Responsys Gateway for Websites. Allows connection between Customer's
hosted website registration forms for Responsys hosted website registration
forms and Customer's Responsys Interact campaigns and data tables. Customer may
use up to a maximum of twenty (20) Instances per Gateway for Website. An
Instance means any one of the following: (i) a web form hosted on Responsys'
servers, (ii) an external hosted web form that posts data onto Responsys'
servers, (iii) a "double-post" of data onto Responsys's servers, or (iv) a
webpage hosted on Responsys' servers.

1.4     Responsys Gateway for Publishing. Allows connection between Customer's
existing website publishing and cataloging systems to Responsys Interact.

2.      Use of Gateway.

Subject to the terms and conditions of the Agreement and this Order Form,
Customer, during the applicable Gateway Subscription Term, may access and use
the Gateway identified in the applicable Order Form.

IN WITNESS WHEREOF each party has executed this Order Form by its duly
authorized representative on the date indicated below.

Responsys                                Customer

Signature: /s/ Jon A. Bode             Signature:   /s/ Gene M. Henderson
          -------------------------                -----------------------------
Name:      Jon A. Bode                   Name:      Gene M. Henderson
          -------------------------                -----------------------------

Title:     CFO                           Title:     PRES CEO
          -------------------------                -----------------------------

                                        4

<PAGE>

                                    RESPONSYS

                 MASTER SERVICES AND SOFTWARE LICENSE AGREEMENT

This Master Services and Software License Agreement including any applicable
Order Form(s) (the "Agreement") is made and entered into by and between
Responsys, as identified in the applicable Order Form ("Responsys"), and
Customer, as identified in the applicable Order Form ("Customer").

This Agreement sets forth terms and conditions under which Customer may license
certain Responsys Products or purchase certain Professional Services. Each Order
Form for Responsys Products or Professional Services shall be governed by this
Agreement.

1.   DEFINITIONS.

     1.1 "Application Services" means the Interact and/or Web Analyzer hosted
electronic services and the Web Analyzer and/or Interact hosted electronic
services components ordered by Customer under the applicable Order Form,
including Updates thereto and related Documentation.

     1.2 "Data Services" means the Append Email, Email Change of Address
("eCOA") or data append services identified in the applicable Order Form.

     1.3 "Documentation" means the authorized guides and manuals that are
delivered or made available by Responsys to its customers for use with the
Responsys Products.

     1.4 "Fees" means the fees stated in an Order Form or Proposal.

     1.5 "Intellectual Property Right" means any patent, patent application,
copyright, moral right, trade name, trademark, service mark, trade secret, and
any applications or right to apply for registration therefor, Internet domain
names, logos, designs, slogans, and general intangibles of like nature, computer
software programs or applications, tangible or intangible proprietary
information, know-how, proprietary processes, formulae, algorithms, or any other
intellectual property right, whether registered or unregistered, and whether
first created before or after the Agreement Effective Date.

     1.6 "Order Form" means a separate document, governed by this Agreement, by
which Customer orders Responsys Products.

     1.7 "Order Form Effective Date" means the date upon which the applicable
Order Form becomes effective.

     1.8 "Professional Services" means any consulting services provided to
Customer hereunder, as may be identified in an applicable Proposal.

     1.9 "Proposal" means a separate document, governed by this Agreement, by
which Customer orders Responsys Professional Services. The parties may agree in
writing to subsequent Proposals for subsequent Professional Services. The
initial Proposal form is attached hereto as Exhibit C.

     1.10 "Responsys Products" means any Software, Data Services, and/or the
Application Services.

     1.11 "Software" means the Responsys software program(s) in object code
format as identified, if any, in an applicable Order Form, including Updates
(made available to Customer during the period of time Customer purchases current
Support Services for such Software) and related Documentation.

     1.12 "Subscription Term" means the period of time under which the term for
an applicable Application Services shall be effective, as set forth in the
applicable Order Form.

     1.13 "Support Services" means support for the Responsys Products ordered
under a single Order Form provided by Responsys under Responsys' then current
Support Services Policies for such Responsys Products. Such Support Services
Policies are attached to this Agreement as Exhibit B.

     1.14 "Updates" means a subsequent release or version of the Responsys
Products that Responsys makes generally available at no cost to Customers who
are receiving Support Services.

2.   RESTRICTIONS.

     2.1 If Customer purchased an object code Software license (as opposed to
Application Services), Customer may make one (1) copy of such Software.
Responsys and/or its licensors retains all right, title, and interest to all
Intellectual Property Rights in all Responsys Products, the Documentation and
Responsys Confidential Information, and any copies thereof. Customer shall have
no rights thereto, other than those expressly set forth in this Agreement.
Nothing in this Agreement grants Customer any right, title, license or interest
in or relating to the source code of the Responsys Products. The Responsys
Products are designed for use with the equipment and accessories specified in
the Documentation. Responsys assumes no responsibility under this Agreement for
obtaining or providing such equipment. Customer is also responsible for ensuring
a proper environment and proper utilities for the computer system on which the
Responsys Products will operate.

     2.2 Customer shall comply with the terms and use restrictions stated in the
Order Form. Customer agrees to maintain the copyright, trademark, logos, and
other notices that appear on the Responsys Products on all associated media,
screens, and copies thereof, except that media directed to Customer's members
and potential members. Customer does not acquire any rights in the Responsys
Products other than as expressly specified in this Agreement. Customer shall
not, and shall not allow any third party to: (i) reverse engineer, decompile,
translate, disassemble or attempt to discover any source code or underlying
ideas or algorithms of any Responsys Products (except to the extent such
restriction is prohibited by applicable local law in order to obtain
interoperability), (ii) transfer, sell, lease, lend, disclose, or use for
timesharing or service bureau purposes any Responsys Products, (iii) to use
Responsys Products, provided however, that Customer may use Responsys Products
to service Customer's partners, (iv) use Responsys Products, or allow the
transfer, transmission, export, or re-export of any Responsys Products, or
portion thereof, in violation of any export control laws or regulations
administered by the U.S. Commerce Department's Bureau of Export Administration,
the U.S. Department of Treasury's Office of Foreign Assets Control, or any other
applicable government agency, or (v) reset or disable the Responsys Products.
Notwithstanding the foregoing, Customer may use the Interact Application
Services to send permission based emails (that are in compliance with the
Policy) containing Customer's partners' branding, provided that such email
messages only contain offers to Customer's products or services.

3.   PROFESSIONAL SERVICES.

     3.1 Customer may obtain Professional Services under a Proposal at the rates
in effect at the time such Professional Services are ordered.

     3.2 Customer agrees to provide Responsys with full, free and timely access
to Customer's computer equipment and software (including third party equipment
or software) at all reasonable times for the purpose of fulfilling its
obligations under this Agreement.

4.   FEES AND PAYMENT TERMS.

     4.1 Customer agrees to pay to Responsys the Fees in the amounts and at the
times set forth in the applicable Order Form. Except as otherwise provided in
this Agreement, all Fees shall be nonrefundable. Except as otherwise provided in
the applicable Order Form, all Fees shall be due on the Order Form Effective
Date and payable by Customer in U.S. dollars net thirty (30) days from the date
of invoice.

     4.2 Professional Services are charged on a time and materials basis. Except
as otherwise provided in an applicable

                       RESPONSYS CONFIDENTIAL INFORMATION

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                                     Page 1

<PAGE>

Proposal, all charges for Professional Services will be invoiced monthly as
accrued and shall be due thirty (30) days from the date of invoice. Charges for
Responsys Delivery do not include out-of-pocket expenses such as travel, which
will be invoiced separately and must be reimbursed by Customer. Where
reasonable, Responsys will comply with Customer's travel and expense guidelines
and policies and will seek pre-approval by Customer.

     4.3 All Fees payable under this Agreement are exclusive of tax. Customer
shall pay any taxes, including sales, use, personal property, value-added,
excise, customs fees, import duties or stamp duties or other taxes and duties
imposed by governmental agencies of whatever kind and imposed with respect to
all transactions and Order Forms under this Agreement, including penalties and
interest but specifically excluding any income taxes payable by Responsys. Such
taxes added to the invoice, as prescribed by applicable law, will be paid by
Customer "net thirty (30) days" from the date of invoice or other notification.
Upon reasonable request of Responsys to assist Responsys in obtaining tax
credits or deductions, Customer shall provide to Responsys original or certified
copies of all tax payments or other evidence of payment of taxes by Customer
with respect to transactions or payments under this Agreement. Customer shall
take all reasonable actions requested by Responsys that will assist Responsys in
reducing its tax liability with respect to transactions under this Agreement,
which actions include, but are not limited to, applying on its own or on
Responsys' behalf for reduced withholding rates, concessionary tax rates or
other favorable tax treatment.

5.   DELIVERY.

Unless otherwise specified in an applicable Order Form, all subsequent increases
or modifications to Responsys Products ordered by Customer hereunder shall be
deemed to be delivered under the same terms as the original license. In the
event of physical delivery, title to the media only, and not to the Software or
Documentation, shall pass on delivery. Customer's right to use each additional
authorized copy of the Software, as permitted under this Agreement, shall be
deemed to arise at the location where the original was first installed.
Application Services are a hosted Internet based service, which Customer may
only remotely access. Responsys shall not be obligated to deliver to Customer
any software or applications as part of Application Services.

6.   TERMINATION.

     6.1 A party may, by written notice of default to the other party, (i)
terminate this Agreement, in whole or in part, (a) if the other party materially
breaches this Agreement, the Interact Application Services Order Form, the
Service Level Warranty, and Customer Support Policies, and the breaching party
does not cure such material breach within thirty (30) calendar days (ten days
for a breach of Customer's Payment obligations under this Agreement) after
receipt of written notice of such breach; or (b) immediately following the
failure to resolve the suspension of business, insolvency, institution of
bankruptcy, liquidation proceedings by or against the other party, appointment
of a trustee or receiver for either party's property or business, or any
assignment, reorganization or arrangement by either party for the benefit of its
creditors; or (c) immediately upon breach of Section 2 (License) or Section 10
(Confidential Information) by the other party; or (ii) terminate any Order Form
if the breaching party fails to perform any provision of such Order Form and
docs not cure the breach within thirty (30) calendar days after receipt of
written notice thereof.

     6.2 Customer may, at its sole discretion, terminate this Agreement upon
ninety (90) days' notice to Responsys in the event of the occurrence of either
of the following:

          (a) Departure of George S. Wiedemann - the departure of George S.
Wiedemann from an active management role at Responsys either as an officer,
director, advisor, or other capacity.

For clarity, the mere fact of stock ownership alone will, not be deemed to be
active management; or

          (b) Change of Control - In the event of a Change of Control of
Responsys defined as, (a) The consummation of a reorganization, merger or
consolidation or sale or other disposition of substantially all of the assets of
Responsys or (b) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under such Act) of more than 50% of either (i) the then outstanding
shares of common stock of Responsys; or (ii) the combined voting power of the
then outstanding voting securities of Responsys entitled to vote generally in
the election of directors.

     6.3 Upon expiration or termination of this Agreement, all of Customer's
licenses to use the Responsys Products, and all other rights, services and
licenses granted by Responsys to Customer as set forth in this Agreement, shall
cease immediately (except for those rights, licenses and obligations that are
expressly stated to survive termination of this Agreement). In the event of an
uncured material breach of this Agreement by Responsys, although Customer is not
required to terminate this Agreement, Customer shall still be entitled to all
remedies provided to it under this Agreement

     6.4 Subject to earlier termination as provided above, the Subscription Term
of the Application Services (including components of the Application Services
ordered by Customer) is for the initial Subscription Term specified in the
Application Services Order Form, and such Subscription Term shall automatically
be renewed at the Service Capacity of the last month of the immediately
preceding Subscription Term for subsequent one year periods thereafter, unless
either party requests termination at least thirty (30) days prior to the end of
the then-current term.

     6.5 If an Order Form (but not the Agreement) terminates or if the
Subscription Term of an applicable Responsys Product expires, all of Customer's
licenses to use the applicable Responsys Products, and all other rights,
services and licenses granted by Responsys to Customer as set forth in such
Order Form, shall cease immediately (except for those rights, licenses and
obligations that are expressly stated to survive termination of such Order
Form). Termination of any single Order Form shall not result in the termination
of this Agreement; however, termination of all Order Forms shall result in the
termination of this Agreement.

     6.6 Within ten (10) days from the date of any termination, Customer shall
provide Responsys with a signed written statement by Customer certifying that
Customer has not retained any copies of (i) the applicable Responsys Products
and any accompanying Documentation, and (ii) any Responsys Confidential
Information.

7.   INFRINGEMENT INDEMNITY.

     7.1 Subject to Section 7.2, 7.3, and 7.4, Responsys agrees, at its own
expense, to defend Customer (or at Responsys' option, settle) from any claim or
action instituted by a third party against Customer that the Responsys Products
used in accordance with the Documentation infringe any United States patent,
copyright, trade secret, or other proprietary right of a third party ("IP
Claim"), provided that Customer: (a) promptly notifies Responsys in writing of
any such IP Claim; (b) permits Responsys to control and direct the
investigation, preparation, defense and settlement of the IP Claim; and (c)
assists and fully cooperates in the defense of same. Responsys agrees to pay any
final award of damages assessed against Customer resulting from such IP Claim,
including any awarded costs and attorneys' fees, or any settlement amount agreed
to by Responsys in writing. Responsys will not be responsible for any settlement
it does not approve in writing prior to such settlement.

     7.2 Following notice of an IP Claim or any facts which may give rise to
such IP Claim, Responsys may, in its sole discretion and at its option, (a)
procure for Customer the right to continue to use the Responsys Products, (b)
replace the Responsys Products, or (c) modify the Responsys Products to make
them, non-infringing. If Responsys determines that it is not commercially
reasonable to perform any of these alternatives, Responsys shall have the option

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                                     Page 2

<PAGE>

to terminate the license for the allegedly infringing Responsys Products and
refund the License Fees paid by Customer for such allegedly infringing Responsys
Products, less depreciation for use assuming straight line depreciation over the
Subscription Term (or license term for object code Software licenses) of the
applicable Order Form(s) under which the allegedly infringing Responsys Product
was licensed, or five (5) years, whichever is less.

     7.3 In no event will Responsys have any obligations under this Section 7 or
any liability for any claim or action if the IP Claim is caused by, or results
from: (a) Customer's combination or use of the Responsys Products with
non-Responsys software or services, products or data, if such IP Claim would
have been avoided by the non-combined or independent use of the Responsys
Products, (b) modification of the Responsys Products by anyone other than
Responsys if such IP Claim would have been avoided by use of the unmodified
Responsys Products, (c) Customer's continued allegedly infringing activity after
being notified thereof or after being provided modifications that would have
avoided the alleged infringement, (d) Customer's use of the Responsys Products
in a manner not strictly in accordance with this Agreement, (e) Responsys'
modification of the Responsys Products in compliance with Customer's
specifications, or (f) use of other than Responsys' most current release of the
Responsys Products if the claim or action would have been avoided by use of the
most current release, provided Customer is given an opportunity to use such most
current release for no additional fee. Customer will defend, or at its option
settle, and indemnify Responsys for any claims referred to in this subsection in
the same manner as provided above.

     7.4 THE FOREGOING STATES RESPONSYS' ENTIRE LIABILITY AND CUSTOMER'S SOLE
AND EXCLUSIVE REMEDY FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT.

8.   LIMITED WARRANTIES AND DISCLAIMERS.

     8.1 Responsys Software Limited Warranty. Responsys warrants that for a
period of one (1) year from the Order Form Effective Date, the Software will
substantially conform to the Documentation for the Software that existed on the
Order Form Effective Date. This limited warranty only covers problems reported
in writing to Responsys during the warranty period. Customer's sole and
exclusive remedy, and Responsys' entire liability for breach of this limited
warranty, shall be correction of the warranted nonconformity in the Software or,
if Responsys is unable to correct the warranted nonconformity, Responsys may, at
Responsys' option, terminate the license with respect to the non-conforming
Software and refund of the License Fees (as identified in an applicable Order
Form) paid by Customer for use of such non-conforming Software. This limited
warranty shall not be valid if the Software was subjected to abuse, misuse,
accident, alteration, or unauthorized modification or installation.

     8.2 Application Services Limited Warranty. Responsys warrants that the
Application Services will substantially conform to the then current
Documentation for the applicable Application Services and that it will maintain
the Interact Application Services per the Service Level Warranty, attached
hereto as Exhibit A. This limited warranty only covers problems reported in
writing to Responsys. Customer's sole and exclusive remedy, and Responsys'
entire liability for breach of this limited warranty, shall be correction of the
warranted nonconformity in the Application Services or, if Responsys is unable
to correct the warranted nonconformity, Responsys may, at Responsys' option,
terminate the license with respect to the non-conforming Application Services
and refund any Subscription Fees (as identified in an applicable Order Form) for
Application Services paid in advance by Customer to Responsys that Customer has
not used as of the date of notice provided by Customer. This limited warranty
shall not be valid if the Application Services were subjected to abuse, misuse,
accident, alteration, or unauthorized modification.

     8.3 Professional Services Limited Warranty. Responsys warrants that any
Professional Services will be performed in a workmanlike and professional manner
consistent with generally accepted industry practices. For any breach of this
services warranty, Customer's exclusive remedy, and Responsys' entire liability,
shall be the re-performance of such deficient Professional Services; and if
Responsys fails to re-perform such Professional Services as warranted, Customer
shall be entitled to recover the Professional Services Fees paid to Responsys
for such deficient Professional Services. Customer must report any deficiencies
in such Professional Services to Responsys in writing within ninety (90) days of
completion of such deficient Professional Services in order to receive the above
warranty remedies.

     8.4 EXCEPT FOR THE EXPRESS LIMITED WARRANTIES PROVIDED IN THIS SECTION, THE
RESPONSYS PRODUCTS AND PROFESSIONAL SERVICES ARE PROVIDED "AS IS," WITHOUT ANY
WARRANTY WHATSOEVER. RESPONSYS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED
OR STATUTORY, AS TO ANY MATTER WHATSOEVER, INCLUDING ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE
FOREGOING STATES RESPONSYS' ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE
REMEDY FOR BREACH OF WARRANTY. RESPONSYS DOES NOT WARRANT THAT THE RESPONSYS
PRODUCTS OR PROFESSIONAL SERVICES, OR ANY PORTION THEREOF, ARE ERROR OR BUG
FREE, OR THAT CUSTOMER'S USE OF THE RESPONSYS PRODUCTS OR PROFESSIONAL SERVICES
WELL BE UNINTERRUPTED.

9.   LIMITATION OF LIABILITY.

IN NO EVENT SHALL RESPONSYS (OR ITS SUPPLIERS) BE LIABLE UNDER ANY CONTRACT,
NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY SPECIAL,
INCIDENTAL, PUNITIVE, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND,
INCLUDING DAMAGES RESULTING FROM INTERRUPTION OF USE, COST OF COVER, LOSS OR
CORRUPTION OF DATA, LOST PROFITS, LOSSES RESULTING FROM SYSTEM SHUTDOWN, FAILURE
TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR
PROVIDE CORRECT INFORMATION, STOLEN OR MISUSED PASSWORDS, SYSTEM INCOMPATIBILITY
OR PROVIDING INCORRECT COMPATIBILITY INFORMATION, OR BREACHES IN SYSTEM
SECURITY, WHETHER OR NOT RESPONSYS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. IN NO EVENT SHALL
RESPONSYS' TOTAL AND AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT
OF FEES PREVIOUSLY PAID BY CUSTOMER WITHIN ONE (1) YEAR FROM THE DATE OF SUCH
CLAIM FOR THE APPLICABLE ORDER FORM GIVING RISE TO SUCH LIABILITY.

10.  CONFIDENTIALITY.

A party (the "Discloser") may disclose to the other party (the "Recipient")
information that the Discloser considers to be confidential and at the time of
disclosure is identified as confidential and/or proprietary ("Confidential
Information"). Notwithstanding anything to the contrary herein, Confidential
Information shall be deemed to include the Responsys Products in any embodiment,
the terms and conditions of this Agreement (including pricing), and either
party's technical and business information relating to inventions or software,
research and development, future product specifications, implementation
methodologies, engineering processes, costs, profit or margin information,
customers, and marketing and future business plans. The parties agree, unless
required by law, not to use or make each other's Confidential Information
available to any third party for

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any purpose other than as necessary to perform under this Agreement. Recipient
shall protect the Confidential Information of Discloser by using the same degree
of care, but no less than a reasonable degree of care, that it uses to protect
its own confidential information of a like nature to prevent its unauthorized
use, dissemination or publication by its employees or agents. Both parties
acknowledge that any breach of its obligations with respect to Confidential
Information may cause the other irreparable injury for which there are
inadequate remedies at law and that Discloser shall be entitled to equitable
relief in addition to all other remedies available to it. Customer shall not
disclose the results of any performance tests of the Responsys Products to any
third party without Responsys' prior written approval. A party's Confidential
Information shall not include information that: (i) is or becomes publicly
available through no act or omission of Recipient; (ii) was in the Recipient's
lawful possession prior to the disclosure and was not obtained by Recipient
either directly or indirectly from the Discloser; (iii) is lawfully disclosed to
the Recipient by a third party without restriction on Recipient's disclosure,
and where Recipient was not aware that the information was the confidential
information of Discloser; (iv) is independently developed by the Recipient
without violation of this Agreement; or, (v) which is disclosed by Recipient as
needed to comply with a court order, subpoena, or other government demand
(provided that, when permitted, Recipient first notifies Discloser and gives
Discloser the opportunity to challenge such court order, subpoena, or government
demand). In any event, Responsys may collect data with respect to and report on
the aggregate response rate and other aggregate measures of the Application
Services' performance.

11.  TRADEMARKS.

Neither party grants the other party any rights to use its trademarks, service
marks, or other proprietary symbols or designations ("Trademarks") without the
written consent of the other party, except as otherwise described herein.
Neither party shall use any product name or trademark in a manner that is
confusingly similar to the other party's Trademark.

12.  PUBLICITY.

Customer agrees that Responsys may issue a mutually acceptable news release
regarding Customer's use of the applicable Responsys Products. Once a press
release has been issued, Responsys may publicly refer to Customer as being a
customer of Responsys as described herein.

13.  FORCE MAJEURE.

Neither party shall be liable to the other for failure or delay in the
performance of a required obligation if such failure or delay is caused by riot,
fire, flood, earthquake, natural disaster, electronic virus, electronic attack
or infiltration, Internet disturbance, government act or other similar cause
beyond such party's reasonable control.

14.  USE BY GOVERNMENT AND SECURITY PROCEDURES.

     14.1 If any end user of the Responsys Products is an agency or department
of the U.S. Government ("Government"), the use, duplication, reproduction,
release, modification, disclosure, or transfer of the Responsys Products, or any
related documentation of any kind, including but not limited to technical data
or manuals, is restricted in accordance with FAR 12.212 for civilian agencies
and DFAR Supplement 227.7202 for military agencies. The Responsys Products are
commercial computer software and commercial computer software documentation. The
use of the Responsys Products by the Government is further restricted in
accordance with the terms of this Agreement.

     14.2 Responsys represents and warrants that it will maintain the following
physical, data and network safeguards to store and secure Customer's
Confidential Information placed on Responsys' network: (i) physical security -
the systems on which the Services operate which are under Responsys' control are
located at a secure, third party off-site facility. Access to such systems is
limited to authorized personnel only; (ii) data security - all Customer data
resident on the systems has daily backups as well as an incremental
transactional log backup. All backups are stored off-site at a secure third
party location; and (iii) network security - Responsys implements commercially
available network security software, hardware and techniques to eliminate
non-authorized use of the Services or systems. These include firewalls,
intrusion detection software tools, and monitored use of the Services by
authorized personnel. Responsys shall indemnify Customer for any claims by third
parties, any attorney's fees and costs arising from its failure to secure
Customer's Confidential Information as set forth herein, provided that: (i)
Responsys is promptly notified in writing of the claim; (ii) Responsys has sole
control of the defense and any negotiations for the settlement of such claim;
and (iii) Customer provides Responsys with all reasonable assistance,
information, and authority necessary to perform the above. In the event that
during the course of any such defending such third party claims it is determined
that all or a portion of the claim is found to be attributable to the action or
inaction of Customer, the Customer shall be responsible for such portion so
attributable (including Responsys' respective portion of any attorney's fees and
court costs incurred prior to the time that such determination is made).

15.  MISCELLANEOUS.

     15.1 Customer shall not assign, sublicense or otherwise transfer this
Agreement or any Order Forms, in whole or in part, without the prior written
consent of Responsys.

     15.2 The parties hereto are and shall remain independent contractors, and
nothing herein shall be deemed to cause this Agreement to create an agency,
partnership, or joint venture between the parties hereto. Nothing in this
Agreement shall be interpreted or construed as creating or establishing the
relationship of employer and employee between Customer and either Responsys or
any employee or agent of Responsys. Both parties shall be responsible for
performing their respective obligations as set forth herein.

     15.3 The failure of either party to act in the event of a breach of this
Agreement by the other shall not be deemed a waiver of such breach or a waiver
of future breaches, unless such waiver is provided to the other party in writing
and signed by the party against whom enforcement is sought.

     15.4 The Responsys Products may require a license for export from the U.S.
Government that requires advance disclosure of the ultimate consignee and all
parties to the sale, and prohibits diversion, transshipment, or re-exportation
out of the United States contrary to U.S. law and regulations. The Customer
agrees to furnish all documentation required by the U.S. Government in
connection with obtaining any required export license, and agrees that
unauthorized diversion, transshipment or re-exportation of the Responsys
Products in violation of the export license or any applicable law shall not be
permitted.

     15.5 Any and all provisions or obligations contained in this Agreement
which by their nature or effect are required or intended to be observed, kept or
performed after termination of this Agreement will survive the termination of
this Agreement and remain binding upon and for the benefit of the parties, their
successors and permitted assignees.

     15.6 Any notice or reports given under this Agreement shall be in writing
and in the English language and shall be delivered by certified or registered
mail, postage prepaid, return receipt requested. Notices shall be deemed given
upon acknowledgment of receipt. Notices to Responsys shall be sent to the
attention of the Responsys Legal Department at 2225 East Bayshore Road, Palo
Alto, CA 94303. Notices to Customer shall be sent to the address set forth in
the signature block below or to any other address Customer specifics in writing.
The parties may treat faxed documents as originals; however, this shall not
preclude either party from requiring the exchange of original signatures. This

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Agreement may be executed simultaneously in two or more counterparts, each of
which will be considered an original, but all of which together will constitute
one and the same instrument.

     15.7 This Agreement shall not be construed against the party preparing it
but shall be construed as if both parties jointly prepared this Agreement, and
any uncertainty and ambiguity shall not be interpreted against any one party.

     15.8 If any provision of this Agreement shall be adjudged by any court of
competent jurisdiction to be unenforceable or invalid, that provision shall be
limited or eliminated to the minimum extent necessary so that this Agreement
shall otherwise remain in full force and effect and remain enforceable between
the parties.

     15.9 The section headings appearing in this Agreement are inserted only as
a matter of convenience and in no way define, limit, construe or describe the
scope or extent of such section or in any way affect such section.

     15.10 This Agreement shall be deemed to have been made in, and shall be
construed pursuant to the laws of the State of California and the federal U.S.
laws applicable therein, excluding its conflict of laws provisions. The parties
hereby specifically exclude from application to this Agreement the United
Nations Convention on Contracts for the International Sale of Goods and the
Uniform Computer Information Transactions Act. Any legal action or proceeding
relating to this Agreement shall be instituted in a state or federal court in
Santa Clara or San Mateo County, California (the "Selected Venue(s)"), and each
party hereby consents to personal jurisdiction in such counties. If suit is
brought under this Agreement, the prevailing party shall be entitled to its
reasonable attorney's fees, court costs, and expert witness fees. The
"prevailing party" shall be the party whose last settlement offer prior to
commencing any arbitration or litigation is closest in overall value to the
actual final decision rendered in the arbitration or litigation. Each Party
hereby irrevocably and unconditionally undertakes to take any and all steps
which may be necessary in order to: (i) confer jurisdiction on the Selected
Venue; and (ii) facilitate the enforcement, by a court where a Party is
domiciled, of any judgment given by a court in the Selected Venue.

     15.11 This Agreement, including the Order Forms and Proposals which are
hereby incorporated by reference, constitutes a complete, absolute integration
and the entire agreement between the parties hereto relating to the subject
matters of this Agreement, and supersedes all prior representations, proposals,
discussions, and communications, whether oral or in writing, and all
contemporaneous oral communications. Notwithstanding the content of any purchase
order, sale order, sale confirmation or any other document or web site relating
to the subject matter of this Agreement, this Agreement and any specifically
referenced uniform resource locator shall take precedence over any such
document, and any conflicting, inconsistent, or additional terms contained
therein shall be null and void. This Agreement may be modified only in writing
and shall be enforceable in accordance with its terms if such written
modification is signed by the party to be bound. In the event of a conflict
between the terms and conditions of this Agreement and any individual Order
Form, the Order Form shall govern.

IN WITNESS WHEREOF each party has executed this Agreement by its duly authorized
representative on the date indicated below.

Agreement Effective Date:

Responsys:                               Customer:


Signature: /s/ Jon A. Bode               Signature: /s/ GENE M. HENDERSON
           ----------------------------             ----------------------------
Name:      Jon A. Bode                   Name:      GENE M. HENDERSON
Title:     CFO                           Title:     PRES & CEO

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                                    EXHIBIT A

                        RESPONSYS SERVICE LEVEL WARRANTY

1. Downtime Service Level Warranty. In the event that Customer experiences any
of the Service performance issues defined in this Section, Responsys will, upon
Customer's request as set forth in Section 1.3 below, credit Customer's account
as described below (the "Service Level Warranty"). The Service Level Warranty
shall not apply to performance issues (i) caused by factors beyond Responsys'
reasonable control; (ii) that resulted from any actions or inactions of Customer
or any third parties; or (iii), that resulted from Customer's equipment and/or
third party equipment (not within the control of Responsys.com).

1.1  Downtime. "Downtime" shall be defined as a sustained system outage in
     excess of two (2) consecutive hours that results in the failure of
     Responsys to provide Interact Application Services to Customer for such
     period or for a period following downtime that impacts a scheduled effort.
     Downtime shall not include any system outage due to any scheduled
     maintenance of the production environment or the performance issues set
     forth in Section 1 above.

     Downtime tracking will commence from the time that an incident is first
     noted by Responsys or first reported to Responsys Customer Advocacy via
     phone or E-mail. In the event that Customer becomes aware of any Interact
     Application Services interruptions or failures, it will notify Responsys of
     such failure. The duration of the Downtime will be from the time the
     incident is first noted or reported to the time a resolution is in place or
     a workaround has been established that is acceptable to Customer. Responsys
     will provide Customer with notice of any interruptions in Interact
     Application Services of which it becomes aware which affects or may affect
     the provision of Interact Application Services to Customer. A Downtime
     shall include any of the following:

     .    Data import failure

     .    Date export failure

     .    Campaign does not launch

     .    Reporting tools not available for use by Customer

1.2  Service Uptime Guarantee. Responsys warrants that it will perform the
     Uptime Interact Application Services in a manner consistent with industry
     standards reasonably applicable to the performance thereof, and that the
     Interact Application Services Responsys makes available to Customer shall
     not be subject to system outages in excess of one and one half percent
     (1.5%), of the time that the Interact Application Services are available on
     a monthly basis excepting those times as described in Paragraph 1.1 above
     which time shall be excluded from the computation of the available hours
     during any calendar month ("98.5% Service Uptime Guarantee").

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1.2  Service Credits.

     (a) Should Customer's use of Interact Application Services be subject to
     two or more Downtime incidents in any calendar month, Responsys shall
     credit Customer an amount equal to the number of affected messages in the
     specific campaign multiplied by the average message rate at the monthly
     Service Capacity contracted for by Customer (Service Credit) and shall
     resend such campaigns at Responsys' expense. (b) Should Responsys fail to
     meet the 98.5% Service Uptime Guarantee, Responsys shall provide Customer
     with a Service Credit for any affected campaigns and shall resend such
     affected campaigns at Responsys' expense.

1.3  Service Credit Request.

     In order to receive any Service Credits described in this Section 1,
     Customer must notify Responsys Customer Support in writing (or via email)
     within seven (7) days from the time Customer becomes eligible to receive a
     Service Credit. Failure to comply with this requirement will forfeit
     Customer's right to the Service Credit.

1.4  Maximum Service Credit.

     The aggregate maximum number of Service Credits to be issued by Responsys
     to Customer for any and all Downtime incidents and system outages that
     occur in a single calendar month shall not exceed the monthly fees due for
     the Service Capacity contracted for by Customer during the month in which
     the event(s) occurred. A Service Credit shall be issued in the Responsys
     invoice in the month following the Downtime or Performance Problem unless
     the Service Credit is due in Customer's final month of the Agreement. In
     such case, a refund for the dollar value of the Service Credit shall be
     mailed to Customer.

1.5  Termination Option for Chronic Problems.

     Customer may terminate this Agreement according to the provisions of
     Section 6.1 of the Agreement and without penalty in the event any of the
     following occurs during the term of this Agreement: (i) Customer's use of
     the Interact Application Services is affected by more than two (2) Downtime
     incidents per month in two (2) consecutive months; (ii) four (4) Downtime
     incidents during any calendar month; or (iii) Responsys fails to meet the
     98.5% Service Uptime Guarantee in any two months during any consecutive
     twelve (12) month period.

1.6  Maintenance notification.

     Customer to be notified of any scheduled downtown for maintenance or
     upgrades a minimum of 72 hours in advance.

1.7  Sole Remedy.

     Except as provided in Section 6.1 of the Master Services and Software
     License Agreement, the terms set forth in this section shall be Customer's
     sole remedy and Responsys' sole obligation for any Service performance
     issues.

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                                    EXHIBIT B

                       RESPONSYS CUSTOMER SUPPORT POLICIES

1.   Definitions

     a) "System Support" shall mean support provided by Responsys in the event
of a service bureau system failure (Priority Code P1 as defined in the table
below), that causes a system server bank to be unavailable to, or unusable by
Customer.

     b) "Response Time" shall mean the timeframe in which Responsys will respond
to a support request (via voicemail, email or through the website) depending on
the priority of the problem as set forth below, Response times are based on
normal business hours (i.e. support requests made after normal business hours,
except for telephone calls on P1 issues, will be answered the following business
day). Responsys support will respond to voicemails for P1 issues within 30
minutes.

2.   Standard Support for the Application Services

Standard support provided to Customer for the Application Services shall
include:

(i) Telephone and email support on the Application Services from 6 AM to 6 PM
(PST) Monday through Friday, excluding Responsys observed holidays, (ii) System
support via telephone for P1 issues between 6 PM and 6 AM Monday through Friday,
weekends, and Responsys observed holidays, and (iii) technical bulletins
published by Responsys. Standard support shall be provided to two named contacts
from Customer's organization.

3.   Response Times and Escalation Procedures

Responsys shall use commercially reasonable efforts to respond to support issues
according to the Response Times set forth in the table below. Customer will
initially contact Responsys support personnel, current methods include via email
at support@responsys.com or through the support line at (650) 848-4242. The
dispatcher will obtain all relevant information from Customer regarding the
support issue(s) and determine the priority based on the requirements below.
Issues will be routed to a Support Specialist and responded to within the times
defined. If the Support Specialist is unable to resolve the problem during the
timeframe specified in the "Escalation Process" column, the issue will be routed
to an Application Support Engineer to continue resolution efforts. Should the
Application Support Engineer fail to resolve the problem within the specified
time frame, the issue will be escalated to Engineering for resolution.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
Priority Code & Response Time           Definition of Support Needed        Escalation Process
-------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                 <C>
P1 = Immediately during business        Responsys System Unavailable        Support Specialist for up to 2 hours,
hours. Within 30 minutes after hours.                                       then if no resolution, to an
                                                                            Application Support Engineer for up to
                                                                            a further 2 hours. If still no
                                                                            resolution, then to Engineering.

-------------------------------------------------------------------------------------------------------------------
P2 = Response within 1 hour             Servers are available, but          Support Specialist for up to 4 hours,
                                        Customer is unable to proceed due   then if no resolution, to an
                                        to technical problem at either      Application Support Engineer for up to
                                        end.                                a further 4 hours. If still no
                                                                            resolution, then to Engineering.

-------------------------------------------------------------------------------------------------------------------
P3 = Response within 2 hours            Customer is able to proceed, but    Support Specialist for up to 1 business
                                        with difficulty, either due to      day, then if no resolution, to an
                                        technical issue or product          Application Support Engineer for up to
                                        knowledge issue.                    a further 2 business days. If still no
                                                                            resolution, then to Engineering.

-------------------------------------------------------------------------------------------------------------------
</TABLE>

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<TABLE>
-------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                 <C>
P4 = Response within 8 hours            Customer's request for an           Support Specialist for up to 5 business
                                        enhancement, a cosmetic problem     days, then if no resolution, to an
                                        or a request to help implement      Application Support Engineer for up to
                                        something outside of the original   a further 10 days. If still no
                                        scope of work.                      resolution, then to Engineering.

-------------------------------------------------------------------------------------------------------------------
</TABLE>

                               MISCELLANEOUS TERMS

1.   Reporting.

Responsys on-line real time, reporting features are available as set forth in
the Interact user guide. Responsys will create reports using the reporting
features available on the Interact Application Services to create the reports
set forth in the initial Proposal, which is attached to the Agreement,

2.   Area Sales Manager Responsibilities.

Responsys' Area Sales Manager assigned to Customer will be available as a
primary contact for day-to-day account management. The Area Sales Manager
Responsibilities include the following:

     .    Ensure Customer is provided with updates on new functionality and
          services that are made generally available at no cost to other
          Interact Application Services customers.
     .    Provide Customer with Information about additional training/learning
          opportunities specific to Responsys' products.
     .    Provide Customer with his or her opinions about industry trends and
          findings.
     .    Provide back-up documentation for invoices.

The Area Sales Manager will use her/his best efforts respond to Customer's Calls
within eight (8) business hours. If the Area Sales Manager does not respond to a
Customer Call within eight (8) hours, Customer may contact Responsys' Inside
Account Manager. The Inside Account Manager shall contact Customer no later than
the next business day.

3.   Bounced Messages due to Activation of Email Filters.

If more than 2,000 email addresses of a given Internet Service Provider ("ISP")
are unable to receive email messages sent by Customer through Customer's use of
the Services because such ISP activated an email blocking filter mechanism that
prevents the delivery of email messages to its email servers ("Email Filter"),
Responsys agrees (i) to investigate the reason why such ISP activated the Email
Filter; and (ii) use commercially reasonable efforts to persuade such ISP to
deactivate the Email Filter (unless the ISP activated the Email Filter because
of Customer's acts or omissions that are in violation of this Agreement,
including the Policy). Customer may terminate the Agreement, without penalty, if
such ISP's Email Filter remains activated 30 consecutive days after Customer
first informed Responsys that the ISP activated the Email Filter, except that
Customer may not terminate this Agreement without penalty if the: (i) ISP
activated the Email Filter because of any Customer acts or omissions that are
violation of the Agreement (including the Policy); or (ii) ISP's policies for
blocking email messages are not commercially reasonable in light of the Direct
Marketing Association's guidelines for permission-based direct email marketing.
The foregoing shall not limit Responsys' rights or remedies under the Agreement,
including its rights to terminate the Agreement due to Customer's material
breach of the Agreement.

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