| Permission Data, LLC Terms & Conditions The following are the terms and conditions (the "Agreement") under which ____________("Publisher") agrees to provide the services described in all Purchase Orders entered into by Publisher and the entity identified in the Purchase Order as receiving the services (referred to as “Permission Data”). 1. Effectiveness of Purchase Order. A Purchase Order shall be binding upon Permission Data when such Purchase Order is executed by them and signed by Publisher. 2. Advertising Materials (“Creatives”). Permission Data shall be responsible for providing Publisher with all advertising material required. The Advertising Materials are not to be altered by Publisher unless changes are approved by Permission Data. Final use of creatives must be approved in writing by Permission Data prior to campaign launch; failure to do so will result in non-payment. 3. Co-Registration Campaigns - Data. Publisher shall deliver the data described in the Purchase Order to Permission Data in the file format and delivery frequency agreed upon in the Purchase Order. Publisher herein acknowledges the highest standards of data quality are required, and agrees to the merge-purge, de-dup, and scrub of their data performed by Permission Data and Advertiser. 3. Email. Publisher will deliver client’s email as set forth in the Purchase Order. ALL EMAILS MUST BE APPROVED BY PERMISSION DATA PRIOR TO MAILING. FAILURE TO GET EMAILS APPROVED WILL RESULT IN NON-PAYMENT. All tests must be sent to emailtest@permissiondata.com. Upon completion of email delivery, publisher will provide a delivery report, via email, to Permission Data for the email delivery. 4. Media. Publisher will deliver media in as set forth in the Purchase Order. All reporting and charges to Permission Data will be based solely upon the reporting provided by Permission Data unless otherwise stated in the Purchase Order. 4. Reporting. Publisher will deliver leads in as set forth in the Purchase Order. All reporting and charges to Permission Data will be based solely upon the reporting provided by Permission Data unless otherwise stated in the Purchase Order. 5. Delivery. All inventory will be booked by Permission Data, and campaign run within the time frame set forth in the Purchase Order. All leads must be delivered from the Publisher to Permission Data at leads@permissiondata.com in the correct file format before 10am Eastern Time, or as otherwise stated in the Purchase Order. 6. Fees; Payment Terms. Permission Data shall be charged for the Services pursuant to the rate and terms and conditions set forth in the Purchase Order. Publisher shall provide Permission Data with monthly invoices for each calendar month in which Publisher provides Services to Permission Data, at the end of any given campaign, or as otherwise set forth and agreed upon in the Purchase Order. Payment of the invoiced amounts shall be due and payable net thirty five (35) days from the date of invoice, or as otherwise stated in the Purchase Order. 7. Disclaimer of Warranties. EXCEPT FOR WARRANTIES SET FORTH IN THE PURCHASE ORDER (IF ANY), PERMISSION DATA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WHETHER ARISING BY OPERATION OF LAW, COURSE OF PERFORMANCE OR DEALING, CUSTOM, USAGE IN THE TRADE OR PROFESSION OR OTHERWISE, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PROVISION OF THE SERVICES RECIEVED UNDER SUCH PURCHASE ORDER. 8. Warranties. Publisher warrants and represents that all the Services, and all direction given to Permission Data regarding the Services to be provided, are in compliance with all laws, regulations and ordinances (“Laws”) of each jurisdiction in which Permission Data/Advertiser conducts its business, including but not limited to, Laws pertaining to mass-email distribution, spam, privacy, information collection and dissemination, and decency/adult-content materials. Under no circumstances shall Publisher use the Services, or direct Permission Data to use the Services, in a manner in violation of any Laws. 9. Limitation of Liability. Permission Data's aggregate liability arising out of or relating to any Purchase Order, including without limitation, on account of performance or nonperformance of obligations thereunder, regardless of the form of the cause of action, whether in contract, tort (including, without limitation, negligence), statute or otherwise, shall in no event exceed the amounts paid by Permission Data under the Purchase Order. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, PERMISSION DATA SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE PUBLISHER FOR ANY CLAIM BASED UPON ANY THIRD PARTY CLAIM, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER, OR FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY MALFUNCTIONS, DELAYS, LOSS OF DATA, LOSS OF PROFIT, INTERRUPTION OF SERVICE OR LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN IF PERMISSION DATA WAS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. No action, regardless of form, arising out of any Purchase Order may be brought by the Publisher more than one (1) year after the cause of action has accrued and Publisher expressly waives any statute of limitations which might apply by operation of law or otherwise. 10. Publisher Indemnity. Publisher shall indemnify, defend and hold harmless Permission Data and Permission Data's employees, agents, officers and directors, against any and all claims, causes of actions, judgments, demands, damages, losses or liabilities, including costs and expenses (including reasonable attorneys fees and costs of suit), arising out of or relating to (a) any claim that the Advertising Material infringes upon the copyright, trademark, patent, or trade secret or other intellectual property right of any third party; (b) any claim, representation, or statement made in the Advertising Materials; (c) any uses whatsoever of the Services by Advertiser; or (d) any breach of any representation or warranty of Advertiser contained in this Agreement. 11. Confidentiality. (a) Any non-public information regarding a party’s business, including but not limited to a party's plans, programs, processes, products, costs, equipment, finances, operations or customers, which is furnished or disclosed by that party (the "Disclosing Party") to the other (the "Receiving Party") is considered confidential, and shall include information which is designated as confidential or information which should be regarded as confidential given the nature and circumstances of its disclosure (collectively "Confidential Information"). The Receiving Party will hold Confidential Information in confidence and will not, without written permission of the Disclosing Party, disclose such Confidential Information to any person other than its own employees and consultants who have a need to know in connection with this Agreement. The Receiving Party will use Confidential Information exclusively in connection with the performance of its obligations under this Agreement and shall not use such Confidential Information for any other purpose or use whatsoever. The Receiving Party agrees to exercise the same degree of care in handling Confidential Information that it exercises toward its own but in no event less than due care. Upon termination of this Agreement for any reason, or upon request of the Disclosing Party, each party will promptly return to the other party, or certify destruction of, all Confidential Information (and any copies thereof) in its possession. (b) The obligations of non-disclosure and non-use imposed hereunder do not apply to information that the Receiving Party can show through competent documentation (i) is or became known publicly, other than through the acts or omissions of the Receiving Party; (ii) was learned by the Receiving Party from a third party entitled to disclose it; (iii) was already known to the Receiving Party before receipt from the Disclosing Party and was not acquired from the Disclosing Party or its employees, either directly or indirectly; (iv) was independently developed by the Receiving Party; or (v) must be disclosed by operation of law. This Section shall survive the termination of this Agreement for a period of one (1) year. 12. Non-Competition. Whereas, Permission Data is in the business of purchasing Co-Registration Advertising for clients and Publisher is in the business of developing files of potential customers for Permission Data’s clients. The Parties may from time to time enter into purchase orders wherein Publisher agrees to provide such files to Permission Data. The Parties desire that this Agreement supplement the terms of any and all purchase orders entered into between the Parties. In consideration of the mutual past, present and future performances of the Parties and other good and valuable and legally sufficient consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties agree as follows: Publisher agrees that at all times while this Agreement is in effect and for a period of three (3) months thereafter, Publisher will not, as a principal, agent, employee, employer, consultant, stockholder or investor, director or co-partner of any person, firm, corporation or business entity other than on behalf of Permission Data, or in any individual or representative capacity whatsoever, directly or indirectly, without the express prior written consent of Permission Data: (i) contact, solicit or provide services to any advertiser of Permission Data that Permission Data introduces to Publisher during the term of the Agreement for services that are similar to or in any way compete with the services provided by Permission Data (“Advertiser”), (ii) cause any Advertiser to terminate its relationship with Permission Data, or (iii) aid or counsel any other person, firm, corporation or business entity to do any of the above. If Publisher is contacted by any Advertiser, or any person, firm, corporation or business entity on behalf of any Advertiser, Publisher shall notify Permission Data within five (5) days of such contact fully disclosing the nature and purpose of the Advertiser’s contact. A) Supplemental Conditions. Publisher hereby acknowledges that any purchase order executed between the Parties shall be supplemented by the terms and conditions of this Agreement. To the extent that this Agreement conflicts with any term or condition of any purchase order or any other agreement or understanding entered into between the Parties, this Agreement shall govern and control. B) Remedies. Publisher hereby acknowledges that its breach of this Agreement shall cause irreparable and significant injury to Permission Data that may be difficult to ascertain and that a remedy at law would be inadequate. Accordingly, Publisher agrees that Permission Data will have the right to seek and obtain immediate injunctive relief to enforce the restrictions under this Agreement in addition to any other rights and remedies it may have. 13. Independent Contractor. Permission Data, in furnishing services to the Advertiser, is an independent contractor. Permission Data does not undertake to perform any regulatory or contractual obligation of the Advertiser or to assume any responsibility for the Advertisers business or operations. 14. Termination. Either party may terminate this Purchase Order for any reason by providing the other party with twenty-four (24) hours prior written notice thereof. Either party may terminate the Purchase Order immediately in the event of a material breach of this Agreement by the other party by providing written notice of such termination to the breaching party. 15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed therein, without regard to principles of conflicts of laws. Any action to enforce this agreement shall be venued in the state or federal courts located within the State of New York. 16. Entire Agreement. This Agreement and the related Purchase Orders constitute the entire agreement (incorporated into the definition of "Agreement") of the parties with respect to the subject matter thereof and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter. 17. Amendment; Wavier. No modification of this Agreement or any Purchase Order shall be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect. No wavier by Permission Data of any term, provision or condition contained in these Terms and Conditions or any Purchase Order shall be deemed to constitute a wavier of the same or any other term, provision or condition with regard to subsequent events circumstances. 18. Notices. Notices to be given by either party under this Agreement shall be in writing and shall be deemed made or given when personally delivered or mailed by certified mail, express overnight delivery or facsimile to the address of the other party listed on the Purchase Order, or by company email as designated by the parties to each other (non-business email accounts are not acceptable). |