Effective 08/2021

BY EXECUTING AN INSERTION ORDER OR BY ACCESSING or OTHERWISE USING ANY OF THE FRESHADDRESS, LLC  APPENDING AND EMAIL CHANGE OF ADDRESS SERVICES YOU ARE CONFIRMING THAT YOU HAVE VIEWED AND ACCEPTED THESE TERMS AND CONDITIONS AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.  IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCESS, OR OTHERWISE USE ANY FRESHADDRESS, LLC SERVICES.

The term “CLIENT” shall mean Company as listed in the Insertion Order, and the term “COMPANY’S CLIENT(S)” shall mean recipient client(s) of said Company, if any.

The term “SERVICE PROVIDERS” shall mean third party data, technology, or service partners of either party directly engaged in performing services specifically for this account, each of which must have executed confidentiality agreements with said party with substantially the same terms and conditions detailed herein.

CLIENT WARRANTY:

CLIENT warrants that (a) it is a duly formed entity (i.e., corporation or limited liability company) in good standing under the laws of the state of its incorporation or organization; (b) it is qualified to transact business in all states and countries where the ownership of its properties or nature of its operations requires such qualification; (c) it has full power and authority to enter into and perform the Agreement; (d) the execution and delivery of the Agreement have been duly authorized; and (e) CLIENT does not use a post office box address.

TERMS & CONDITIONS:

Whereas CLIENT desires to engage FreshAddress, LLC to provide business service under the terms and conditions of this Agreement, for good consideration, the parties agree as follows:

APPEND SERVICE:

For Consumer Email (business to consumer) Append, FreshAddress, LLC will return appended email addresses (“Results”). CLIENT should indicate their selection of individual or household match.  Individual match means that the matching process will be performed on first name, last name, and postal information. A Household match will also include Results where only the last name and postal information is matched.

For B2B (business to business) Append, FreshAddress, LLC will return appended email addresses (“Results”).  Results may include email addresses constructed by using naming conventions of corporate email domains.  FreshAddress, LLC, and its SERVICE PROVIDERS shall retain the right to use domain names, email patterns, and appended email addresses provided in the Service.  Additionally, Results may include matches from B2C databases, in an effort to capture home-based businesses.

For Postal Append, FreshAddress, LLC will return appended names and postal addresses (“Results”). All Results will be processed through the National Change of Address (NCOA) registry for no additional charge.

AUTOMATED EMAIL APPEND SERVICE & AUTOMATED ECOA SERVICE:

AUTOMATED EMAIL APPEND: When utilized by CLIENT, the FreshAddress, LLC Automated Email Append Service will supply matched email addresses (“Matches”) to provided names & postal addresses.  These Matches will be automatically returned to an FTP account designated by CLIENT and a summary report will be emailed to CLIENT’S technical contact

AUTOMATED ECOA: When utilized by CLIENT, the FreshAddress, LLC Automated ECOA Service will process CLIENT’S file of bouncing and or inactive email addresses and return updated email addresses (“Matches”)  obtained from our email change of address (ECOA) database or our licensed partners, and provide corrections for email addresses identified through our email list hygiene process and correction technology. These Matches will be automatically returned to an SFTP account or to CLIENT’S FreshAddress Client Portal account, as designated by CLIENT, and a summary report will be emailed to CLIENT’S technical contact

MATCHES SHALL NOT OVERRIDE CLIENT’S EXISTING BUSINESS RULES FOR USER AUTHENTICATION. MATCHES SHALL BE USED FOR CLIENT’S EMAIL MARKETING PURPOSES ONLY, AND NOT BE APPLIED AS PREFERRED EMAIL ADDRESSES FOR TRANSACTIONAL MESSAGES, SUCH AS PASSWORD RESET NOTIFICATIONS, ORDER AND SHIPPING NOTIFICATIONS, PAYMENT CONFIRMATIONS, OR USED FOR DEBT COLLECTION.

CLIENT understands that FreshAddress, LLC is performing an email append matching process only and, as such, makes no guarantees regarding the deliverability of the email address Matches.

CLIENT may return for credit Matches that hard bounce provided that 1) The hard bounce must be returned to FreshAddress, LLC  within 10 business days of  CLIENT’S receipt of the Match; 2) The Matches for credit are submitted to FreshAddress’s FTP server for CLIENT in a tab-delimited text file, containing each matched email address that hard bounced along with  CLIENT’S Email Service Provider’s associated bounce code for said matched email address; and 3) each Match for credit file must contain the hard bounces from a single job only.  Only one Match for credit file can be submitted per job.  Approved credits will be applied to CLIENT’S Matches account balance.

LICENSE TO CLIENT. FreshAddress, LLC hereby grants to CLIENT a non-exclusive, non-transferable, royalty-free license, exercisable solely during the term of this Agreement, to use applicable FreshAddress, LLC technology solely for the purpose of accessing and using the SERVICE.  This license is only for CLIENT’S direct use, and may not be utilized, disclosed, duplicated, disseminated, sold and/or otherwise made available to any third party.

CLIENT is responsible for all usage of SERVICE under CLIENT’S account, including duplicates, even if unplanned, unintended, or unauthorized.  DAILY USAGE IS MONITORED, AND FRESHADDRESS, LLC WITHOUT ADVANCE NOTICE MAY HALT OR CAP SERVICE AT ANY TIME IF FRESHADDRESS, LLC REASONABLY SUSPECTS MISUSE.

START DATE. Within five business days after mutual execution of this Agreement, CLIENT shall provide to FreshAddress, LLC payment of the Nonrefundable Deposit and a technical contact.  Then within five business days of receipt and verification of this information, FreshAddress, LLC shall provide CLIENT with account details and a license to remotely access the SERVICE through a single user account.  This shall serve as the start date (“START DATE“).

PREPAID TERMS. SERVICE shall only be provided on Prepaid Terms. FreshAddress, LLC must receive payment prior to providing SERVICE.  All prepaid amounts are non-refundable.  CLIENT will use best efforts to accurately calculate the number of Matches needed to process its name and postal files and purchase the number of Matches that most accurately fits CLIENT’S needs. CLIENT understands that any utilization of SERVICE is subject to the stated Monthly Minimum.  On the first calendar day of each month, usage for the previous month will be reviewed, and if necessary, Matches will be subtracted from CLIENT’S Match balance to meet the stated Monthly Minimum.  To utilize the SERVICE, CLIENT must have a positive Match balance greater than or equal to ten percent of the submitted input file.

DELINQUENT ACCOUNTS, AS WELL AS ACCOUNTS WITHOUT USAGE IN ANY SIX-MONTH PERIOD, SHALL BE CLOSED AT FRESHADDRESS, LLC’S SOLE AND ABSOLUTE DISCRETION AT WHICH TIME ANY MATCHES PREVIOUSLY PURCHASED SHALL BE FORFEITED.

SERVICE LEVEL AGREEMENT (SLA). The SERVICE is guaranteed to have a capacity to process at least 500,000 input records in 24 hours and be available at least 99% of the time, as averaged over a calendar month. If this guarantee is not met, CLIENT may request a pro rata credit by contacting FreshAddress, LLC by written notice sent to “Attention: List Processing” within two business days of discovery.  Written notice must contain documentation, such as a ping or 3rd party monitor, which clearly demonstrates the failure of the service to deliver the guaranteed capacity and/or availability.  FreshAddress, LLC may take any reasonable measures to investigate reported outages and may request additional information from CLIENT prior to honoring the credit request.  If CLIENT provides said notice for two consecutive calendar months, CLIENT may terminate the Agreement within the next thirty days and will be refunded a pro rata amount for any prepaid services not yet rendered

EMAIL CHANGE OF ADDRESS SERVICE:

FreshAddress, LLC will process CLIENT’S file of bouncing and or inactive email addresses and return updated email addresses obtained from our email change of address (ECOA) database or our licensed partners, and provide corrections for email addresses identified through our email list hygiene process and correction technology (“Results”).

INITIAL CLIENT DELIVERABLES FOR PROJECT START:

CLIENT shall furnish FreshAddress, LLC with a deposit, as required, and input records in the required format. All submitted data shall contain only the data fields necessary for processing and shall be void of sensitive information, such as social security numbers, credit card numbers, financial information, birth dates, and medical information.  Files that contain unnecessary sensitive data in any data field will be destroyed upon receipt.

ADDITIONAL CLIENT DELIVERABLES IF FRESHADDRESS MESSAGES:

If FreshAddress, LLC will be deploying an email message as part of your Service, after Project Start you will be contacted by your job manager with deadlines to provide additional deliverables necessary to complete your job.    Standard additional deliverables and deadlines are: 1) edit and approval of permission/confirmation message, due within three business days after Project Start, 2) unsubscribe file necessary to enable FreshAddress, LLC , to remove unsubscribed email addresses prior to delivering the permission/confirmation message, due within four business days after Project Start 3) email address for forwarding of further unsubscribes, due within ten business days after Project Start.  Each day of delay in providing any of these receivables will result in a corresponding delay in the completion date of your project.  CLIENT understands that delays over 10 business days will require job re-matching for an additional fee of $1,000 or job cancellation, as applicable.

Your Project Manager will provide you with a permission/confirmation message template which you may personalize through our online message creation tool with your company name, logo, and minor text alterations.  Design changes to our standardized template, sending multiple versions of a permission message, or other changes that cannot be accommodated by our online message creation tool will incur additional charges as documented at https://www.freshaddress.com/client-center/ under “Premium Services.”

INPUT RECORD REQUIREMENTS: 

CLIENT warrants that any data provided by CLIENT to FreshAddress, LLC for processing has been legally obtained. all input files must consist exclusively of Customers residing in the United States of America and United States territories.  “Customer(s)” shall mean individuals who in the last 24 months have established or actively maintained a relationship with CLIENT (e.g. individual has requested a catalog, subscribed to a newsletter, completed a business transaction, etc.).  This shall not include inquiries by individuals where such individuals merely contact CLIENT but do not establish a relationship, gift recipients, and individuals who have requested not to receive solicitations from CLIENT.  Further, CLIENT shall not submit to FreshAddress, LLC for reverse email append any email addresses that were received by CLIENT in a manner other than through a voluntary submission by existing customers.   FreshAddress, LLC  at its sole discretion may reject any file submitted for processing if sufficient evidence exists that either a) the data was not legally obtained or b) by performing the SERVICE FreshAddress and/or its Service Providers could experience harmful effects to its sender reputation or c) Results returned may not be satisfactory to CLIENT.

CONFIDENTIALITY: 

FreshAddress, LLC  and CLIENT may provide one another with confidential information including but not limited to computer programs, software development, business information, names, addresses, telephone numbers, facsimile numbers, email addresses, Web sites, as well as other information which is proprietary to either FreshAddress, LLC  and/or CLIENT (Confidential Information). The Confidential Information provided by FreshAddress, LLC to CLIENT, is the sole property of FreshAddress, LLC The Confidential Information provided by CLIENT to FreshAddress, LLC is the sole property of CLIENT.  Both FreshAddress, LLC and CLIENT agree not to disclose any Confidential Information received by it to third parties other than to SERVICE PROVIDERS without the prior written permission of the other party. Each party agrees that upon termination of this Agreement and written request to return any and all confidential and proprietary information provided by the other as well as delete any and/or all references from any paper medium, electronic and/or storage means which the party indirectly and/or directly harbored the confidential and proprietary information transferred.  Notwithstanding the above, the parties may separately or jointly publicize and/or announce the general nature of our relationship and the services provided.

Providing all of the following is anonymized without any reference to CLIENT and excludes any personally identifiable information, any feedback,  answers, questions, comments, suggestions, ideas or the like which CLIENT sends to FreshAddress, LLC  relating to the performance of the SERVICE, as well as summary data derived from the performance of the SERVICE, will be treated as being non-confidential and non-proprietary. FreshAddress, LLC may use, disclose or publish any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever.

CLIENT represents and warrants that, it has implemented and maintains an information security program that contains administrative, technical, and physical safeguards that are appropriate to its size and complexity, the nature and scope of its activities, and the sensitivity of any customer information at issue sufficient to protect the confidentiality of the Results.

CLIENT REPRESENTATIONS, WARRANTIES, AND RESPONSIBILITIES: 

CLIENT hereby represents and warrants to FreshAddress, LLC , and agrees that: (a) CLIENT has used its best efforts to ensure that all information transmitted to FreshAddress, LLC  is and will at all times remain free of all computer viruses, worms, trojan horses and other malicious code; (b) any data provided by CLIENT to FreshAddress, LLC  for processing has been legally obtained and that any use of the SERVICE and/or Results will comply with all applicable privacy and data protection laws, rules, and regulations; (c) CLIENT shall not use Results to develop a competing service or, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive or determine database values, source code or other trade secrets from any of the FreshAddress, LLC  technology;  (d) where CLIENT is reselling SERVICECOMPANY’S CLIENT(S) will be aware Results are a product of FreshAddress, LLC  and Results will be provided without modification; (e) all submitted data shall contain only the data fields necessary for processing and shall be void of sensitive information, such as social security numbers, credit card numbers, financial information, birth dates and medical information – files that contain unnecessary sensitive data in any data field will be destroyed upon receipt. CLIENT will promptly pickup Results and CLIENT understands FreshAddress, LLC implements routine data destruction.

IF FRESHADDRESS MESSAGES:

When FreshAddress, LLC is messaging, CLIENT hereby authorizes FreshAddress, LLC. and/or its SERVICE PROVIDERS to transmit an email to each new email address matched to CLIENT’S file pursuant to this Agreement.  CLIENT agrees (i) the text shall contain an opt in provision, an unsubscribe provision, shall identify the CLIENT, and shall clearly express the intent of the email communication, shall comply with the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (“CAN-SPAM”), and may contain a link to a change page allowing the customer to update their email address; and (ii) In the event that FreshAddress, LLC  receives an unsubscribe request from any Customer, FreshAddress, LLC  shall use reasonable efforts to flag such Customer’s name and related information in the Results provided to CLIENT. If a Customer responds directly to CLIENT with an unsubscribe request, CLIENT shall honor that unsubscribe request.

RESULT OWNERSHIP AND USAGE:  

All marketing efforts, solicitations, ad copy and other communications used in connection with any list created by or for CLIENT derived from the Results shall (i) be devoid of any reference to the source of the Result; (ii) comply with all applicable privacy and data protection laws, rules and regulations; (iii) with respect to CLIENTs who are members of the Association of National Advertisers (“ANA”), comply with all applicable privacy policies published by the ANA; and (iv) be in good taste in accordance with generally recognized standards of high integrity.

CLIENT represents and warrants that, it has implemented and maintains an information security program that contains administrative, technical, and physical safeguards that are appropriate to its size and complexity, the nature and scope of its activities, and the sensitivity of any customer information at issue sufficient to protect the confidentiality of the Results.

Results may be used for  CLIENT’S marketing programs only to Customers of CLIENT, including enhancing  CLIENT’S house file; provided, however, that CLIENT may not sell, rent or otherwise provide to any other party  CLIENT’S file as enhanced by FreshAddress, LLC.

FreshAddress, LLC  acknowledges and agrees that once CLIENT receives a confirmation, completes a transaction, or receives some other form of positive contact from a person who has been contacted by CLIENT pursuant to  CLIENT’S use of the Results (a “Confirmation”), the restrictions contained herein concerning the Results shall not apply. CLIENT acknowledges that until such time as CLIENT receives a Confirmation, the applicable Results shall at all times remain the proprietary and/or copyrighted property of FreshAddress, LLC  or the data owners who provided the Results to FreshAddress, LLC  (“Data Owners”), and that CLIENT has no proprietary rights in the Results and that such Results shall be subject to the permitted uses and restrictions set forth in this Agreement.  Except as expressly authorized in this Agreement, CLIENT agrees that no Results obtained pursuant to this Agreement will be used in the development of any service or product for resale to others, including, without limitation, any list enhancement, list rental, email change of address, or data appending service or product.

RESULTS SHALL NOT OVERRIDE CLIENT’S EXISTING BUSINESS RULES FOR USER AUTHENTICATION. RESULTS SHALL BE USED FOR CLIENT’S EMAIL MARKETING PURPOSES ONLY, AND NOT BE APPLIED AS PREFERRED EMAIL ADDRESSES FOR TRANSACTIONAL MESSAGES, SUCH AS PASSWORD RESET NOTIFICATIONS, ORDER AND SHIPPING NOTIFICATIONS, PAYMENT CONFIRMATIONS, OR USED FOR DEBT COLLECTION.

COMPLAINTS:

CLIENT fully understands that complaints may occur during the process when CLIENTFreshAddress, LLC, or its SERVICE PROVIDERS transmit(s) a confirmation or permission email message to matches.  FreshAddress, LLC will use reasonable efforts to process or assist in responding to any complaints received during this process.  In addition, CLIENT understands fully that when the Results are returned to the CLIENT, the CLIENT may receive additional complaints when transmitting to the Results for the first few times.

CLIENT shall be responsible for accepting and responding to any communication initiated by a consumer (“Consumer Inquiries”) arising out of CLIENT’S use of the Results provided by FreshAddress, LLC.  CLIENT shall not use FreshAddress, LLC’s name in response to any Consumer Inquiry, unless CLIENT obtains prior consent from FreshAddress, LLC   CLIENT shall be responsible for all damages resulting from  CLIENT’S non-compliance with this section and, in such an event, FreshAddress, LLC  may, in its sole discretion and in addition to any available remedy herein or at law or in equity, terminate this Agreement without further notice.

NEITHER FRESHADDRESS, LLC  NOR ITS SERVICE PROVIDERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, HEREUNDER WITH RESPECT TO THE SERVICE, RESULTS, OR THE MEDIA ON WHICH THE RESULTS ARE PROVIDED INCLUDING, WITHOUT LIMITATION, WARRANTIES OF ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  WHERE RESULTS CONSIST OF EMAIL MATCHES FROM CONSUMER DATABASES, FRESHADDRESS, LLC  HAS OBTAINED WARRANTIES FROM ITS SERVICE PROVIDERS THAT ALL EMAIL ADDRESSES PROVIDED HAVE OPTED IN TO PARTICIPATE IN AN EMAIL CHANGE OF ADDRESS SERVICE OR RECEIVE COMMERCIAL ADVERTISING FROM THIRD PARTIES.  NOTWITHSTANDING, FRESHADDRESS, LLC CANNOT WARRANT THAT SOURCE CODE AND DATE STAMP INFORMATION FOR MATCHED ADDRESSES WILL ALWAYS BE AVAILABLE AND ACKNOWEDGES NO SUCH SOURCE INFORMATION IS AVAILABLE FOR HYGIENE CORRECTIONS OR B2B CORPORATE DOMAIN PATTERN MATCHED RESULTS.  IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE AND HOWEVER ARISING, INCLUDING BUT NOT LIMITED TO LOST INCOME OR LOST REVENUE, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER THEORY.  ANY CAUSE OF ACTION ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT SHALL BE ASSERTED WITHIN ONE (1) YEAR OF THE DATE UPON WHICH SUCH CAUSE OF ACTION ACCRUED, OR THE DATE UPON WHICH THE COMPLAINING PARTY SHOULD HAVE REASONABLY DISCOVERED THE EXISTENCE OF SUCH CAUSE OF ACTION, WHICHEVER IS LATER.

FreshAddress, LLC’s sole obligation and  CLIENT’S exclusive remedy for any claim of defective Results, messaging, or data processing services provided by FreshAddress, LLC  or any of its affiliates in connection with the Results shall be to repair the Results or re-perform the data processing services in question, whichever is appropriate, without charge or, at  CLIENT’S option, to refund the price paid by CLIENT for such defective Results or data processing services.  FreshAddress, LLC  and its affiliates’ aggregate liability to CLIENT, whether for negligence, breach of warranty, or any other cause of action, shall be limited to the price paid for such defective Results or data processing services to which the incident relates.

Each party shall defend, indemnify and hold harmless the other party (and the SERVICE PROVIDERS as applicable) from and against any and all claims, demands, judgments, liability, damages, losses, costs and expenses, including reasonable attorneys’ fees, arising out of or resulting from said party’s misuse or unauthorized use of the Results, material misrepresentations or material breach of warranty, or failure to perform its obligations herein.

PRICING:

FreshAddress, LLC offers its Services to CLIENT in accordance with the Price listed on the Insertion Order, which may be revised by FreshAddress, LLC with thirty (30) days advance written notice.  In the event FreshAddress, LLC raises its pricing, CLIENT shall have the right to terminate this Agreement by written notice during said thirty (30) day period without penalty or cancellation fees of any kind.  If the number of records received is smaller than specified, current FreshAddress, LLC list prices shall prevail.  A deposit is required upon execution of this Agreement and/or each Insertion Order as specified therein. CLIENT understands that duplicated data within the input file may result in rejection of the input file.  CLIENT understands that extra services necessary to process  CLIENT’S file, such as data re-formatting, file stitching, etc. as well as optional services, such as de-duping, suppressing certain records or suppressing  CLIENT’S active email file from the Results, will incur additional charges, as documented at https://www.freshaddress.com/client-center/ under “Premium Services” or as detailed in the Order Information section within “Other”. CLIENT understands that unless a suppression list is provided and the Premium Service is requested, the Results may include records that CLIENT already possesses. If CLIENT disputes charges on any invoice, CLIENT must notify FreshAddress, LLC  in writing of the dispute within ten (10) business days of the date the Results were provided to CLIENT, or else CLIENT waives their right of disputing invoice amount or any problems with the Results. Any disputed or undeliverable Results must be returned within this period.  Restrictive endorsements or other statements on checks accepted by FreshAddress, LLC will not apply. CLIENT shall pay FreshAddress, LLC use of the Service at the rates and charges specified in this Agreement, with no deductions, no setoffs and/or no delay for any reason.  Invoices not paid within thirty (30) days of the invoice date will incur a finance charge at the rate of one and one-half percent (1.5%) per month or equal to the highest rate permitted by law (whichever is less) on any outstanding overdue balance.  CLIENT shall also pay FreshAddress, LLC’s costs of collection of such outstanding sums, including without limitation, attorneys’ fees. All payments due hereunder are in U.S. dollars and are exclusive of any applicable taxes. CLIENT shall be responsible for all applicable taxes.  CLIENT agrees that FreshAddress, LLC can assign its receivables to a third party if not paid within forty-five (45) days. If it becomes necessary for FreshAddress, LLC  to use a collection agent or an attorney, CLIENT, consents to, and waives any objection to, personal jurisdiction and venue in the state courts of the Commonwealth of Massachusetts for purposes of any action seeking payment under this Agreement, and further agrees to pay a minimum twenty percent (20%) attorneys’/collection fee.

TERM AND TERMINATION: 

This Agreement shall automatically self-renew for successive periods equal to the Term.  Either party may terminate this Agreement, with or without cause, upon thirty (30) days advance written notice to the other party provided that all amounts due hereunder prior to the effective date of termination shall be due and payable as of said termination date.  Any cancellation by CLIENT of this Agreement or a mutually executed Insertion Order prior to completion of the initial Commitment or Nonrefundable Deposit therein shall incur the Cancellation Fee and CLIENT shall forfeit all unused prepaid Matches, if applicable.

MISCELLANEOUS:

Governing Law: Jurisdiction. Any controversy or claim arising out of or relating to this Agreement, the formation of this Agreement, or the breach of this Agreement, including any claim based upon or arising from an alleged tort, shall be governed by the substantive laws of the Commonwealth of Massachusetts without reference to principles of conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT,  ANY SUIT, ACTION OR PROCEEDING CONCERNING THIS AGREEMENT MUST BE BROUGHT IN A MASSACHUSETTS STATE OR FEDERAL COURT LOCATED IN MIDDLESEX COUNTY, MASSACHUSETTS AND EACH OF THE PARTIES HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH SUIT, ACTION OR PROCEEDING AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Mandatory Arbitration. Notwithstanding the above, each party agrees that any dispute other than related to payment issues between the parties arising out of this Agreement or in any manner relating to the SERVICE must be submitted by the parties to arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, before a single arbitrator, appointed in accordance with such rules. Costs of arbitration services shall be shared equally between the parties. Judgment upon the award may be entered in any court having jurisdiction thereof. Any such arbitration will be held in Boston, Massachusetts. Any action filed by either party in any court in violation of this Section should be dismissed pursuant to this Section.

Insertion OrdersThese Terms and Conditions shall be deemed incorporated by a reference into any other orders for data referring to this Agreement (“Insertion Order”).  Each Insertion Order together with these Terms and Conditions shall be collectively known as the “Agreement.”

Minimum Order. CLIENT acknowledges each job is subject to the stated minimum order.

Additional Runs. With FreshAddress, LLC’s written permission, CLIENT may submit additional work at any time under the terms and conditions herein. FreshAddress, LLC, at its option, may skip any mandatory re-run if it believes the projected fees for said run will be less than the job minimum.  Input file delivery dates for CLIENTS with mandatory re-runs are specified on the Insertion Order. If CLIENT does not provide Input file data within ten business days of each scheduled run, FreshAddress, LLC, at its option, may load for processing CLIENT’S unmatched data from the prior run and perform the SERVICE. If CLIENT fails to provide the additional deliverables for FreshAddress, LLC to message matches within the communicated project deadlines, FreshAddress. LLC will deliver to CLIENT its un-messaged matches for CLIENT managed messaging, any undeliverables of which need to be returned to FreshAddress, LLC within 10 business days of CLIENT’S receipt of matches to qualify for credit.

Force Majeure. Neither party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party’s reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder.

 

ENTIRE CONTRACT: 

THIS AGREEMENT CONTAINS THE ENTIRE UNDERSTANDING OF THE PARTIES FOR THE SERVICE DETAILED ON PAGE ONE HEREIN AND SUPERSEDES ALL PREVIOUS VERBAL AND WRITTEN AGREEMENTS, REPRESENTATIONS OR WARRANTIES RELATED THERETO

Our Privacy Policy may be viewed here