Logo
Contact the Alliance Franchise Brands help desk for portal support.
800-669-3143

This click through Data Use Agreement ("Agreement") is effective as of the date of purchase, ("Purchase Date") by and between Alliance Franchise Brands, located at 47585 Galleon Drive, Plymouth, Michigan 48170 ("AFB") and purchaser located at                                                        (“Purchaser””).

 

1)    Background: This Agreement governs the terminable, revocable, non-exclusive, non-transferrable, limited license of certain list counts, order marketing lists, data products and related services, and other data selected from various AFB sources and third party suppliers of AFB (collectively, the "Data") granted to Purchaser, and the strictly limited use of the Data provided to Purchaser. The Data to be provided to Purchaser and the pricing for use of such Data is determined on a per order basis as set forth on the AFB website Order Form. AFB's Data pricing is subject to change at any time in the sole discretion of AFB.

 

2)     Term: The initial term of this Agreement will be one (1) year from the Purchase Date for "Multiple Usage Base" Data, or will expire upon the first use for "Single Usage Base" Data (the "Term"). For Multiple Usage Base, this Agreement will terminate automatically at any time prior to the end of the Term if Purchaser is liquidated or dissolved, or suffers a receiver or trustee to be appointed for it, or makes a general assignment for the benefit of its creditors or institutes or has instituted against it any proceedings under any law relating to bankruptcy or relief of debtors, and such filing is not dismissed within sixty (60) days, and outstanding fees will be due and payable at termination, and Purchaser will not be entitled to a refund for any portion of any fees or charges paid to AFB. If Purchaser materially breaches any term or condition of this Agreement, or any term or condition of an applicable addendum, and fails to cure that breach within fifteen (15) days after receiving written notice of the breach from AFB, then AFB may immediately terminate this Agreement, or, separately, any applicable addendum giving rise to the breach, by delivering written notice of such immediate termination to Purchaser at any time following the end of the fifteen (15) day cure period.

 

3)     Fees and Payment: AFB Data fees will be reflected on the Order Form at the time of payment. Payment must be made by credit card or by account based on membership registration. Cancellations of orders may be subject to cancellation fees and/or reduced run charges as set forth on an order confirmation or any applicable addendum. Purchaser's obligation to pay the fees and charges set forth on each invoice is entirely independent of whether Purchaser receives payment from its End Users. Any amounts paid after the Due Date shall bear interest at the rate of one and one-half percent (1.5%) per month. In the event Purchaser fails to make timely payment, Purchaser will be responsible for all reasonable expenses (including attorney's fees) incurred by AFB in collecting such amounts. AFB reserves the right to suspend performance of its obligations hereunder (or under any other agreement with Purchaser) in the event Purchaser fails to make timely payments hereunder or under any other agreement with AFB. Upon termination of this Agreement or any applicable addendum by either party for any reason, any amounts owed by Purchaser to AFB, shall become immediately due and payable. If such amounts are not paid within fifteen (15) days of termination, the amount due shall accrue interest, calculated from the termination date, as set forth above.

 

4)     Taxes: Currently, the charges for the Data or services do not include taxes. If AFB or any third party suppler of the Data is required to pay any federal, state, county or local sales, use or similar taxes based on the Data or services provided under this Agreement, the taxes will be itemized, and reflected on the Order Form at time of payment.

 

5)    Restrictions and Conditions on Use of the Data:

 

a)    Purchaser is granted a terminable, revocable, non-exclusive, non-transferrable,  strictly  limited license to use Data. This license is revocable at any time by AFB if Purchaser or any End-User violates any of the terms of this Agreement. Purchaser is obligated to ensure that the Data is used strictly in the manner set forth in this Agreement for Purchaser's  own  marketing programs, and  for no other purpose and is for one-time use only. Any Data purchased by Purchaser may be used for marketing programs by mail, telemarketing, mobile marketing or email  or  for  database  analysis only. All right, title and interest in the Data will remain the property of AFB or its third party suppliers and no right, interest in or title to any Data will be sold, conveyed or otherwise transferred to Purchaser, End-User or any other third party. AFB hereby grants a terminable, revocable, non-exclusive, non-transferrable, strictly limited license of the Data to Purchaser. The Data furnished to Purchaser may be licensed to its End Users in connection with their own marketing programs, and for no other purpose. The Data is to be used for the list rental purposes and projects, or as may be otherwise specified in any applicable addendum only, and unless otherwise specified within the order confirmation for the specific project, is for one-time use only. Purchaser is obligated by this Agreement to ensure that its End Users are made aware that no right, interest in, or title to any Data is passed to End Users under this Agreement or any applicable addendum. Purchaser agrees that no list or other data will be copied, duplicated, transferred, disclosed, or


retained after the permitted one-time rental use, unless otherwise specified in any applicable addendum or in any written order confirmation at the time of purchase.

 

b)     Purchaser agrees that their marketing materials and solicitations will not make reference to any selection criteria or presumed knowledge regarding the intended recipient of such solicitation, and must be in good taste and of the highest quality.

 

c)    Purchaser will comply with all state and federal breach notification laws in connection with any unauthorized access to or loss of Data that is under Purchaser's control. In addition to the foregoing, Purchaser will immediately notify AFB of any unauthorized access to or loss of Data that is under Purchaser's control. Purchaser will indemnify AFB and its third-party suppliers for all third-party claims that result from unauthorized access to or loss of Data that is or was under Purchaser's control at the time of such unauthorized access. Purchaser agrees to comply with all state law requirements and industry best practices with regard to electronic transfer of Data, including, without limitation, encryption, data security, and data privacy standards.

 

d)    Purchaser agrees that it may not use or permit the use of the Data in connection with the preparation, publication, cleaning or maintenance of any directory of any nature. Purchaser will not use or permit the use of the Data for compiling, enhancing, verifying, supplementing, adding to or detracting from any mailing list, geographic or trade directories, business directories, classified directories, classified advertising, or other compilation of information which is sold, rented, published, or provided to a third party. Purchaser will not use or permit use of the Data for generating any statistical information which is sold, rented, published, furnished or in any manner provided to a third party, or use or permit the use of the Data in connection with individual credit, employment or insurance applications.

 

e)    Purchaser agrees that it will not use or permit the use of the Data in violation of any federal, state, local, or international law, rule, or regulation or for any unlawful purpose, and will comply with the Association of National Advertisers (ANA) Guidelines for Ethical Business Practice. Purchaser agrees to comply and cause its End Users to comply with any and all current and future federal, state, local and international laws concerning use of the Data, telephone solicitations and marketing, and the transmission of facsimiles and email, including but not limited to , the Telephone Consumer Protection Act of 1991, the CAN-SPAM Act of 2003, Canada's Anti-Spam Legislation of 2014, Fair Credit Reporting Act (FCRA), the Federal Trade Commission ("FTC") Telemarketing Sales Rule, the California Consumer Privacy Act ("CCPA" ), and any other existing or future FTC rules and any enforcing regulations related to the foregoing. Purchaser understands that any person violating such laws, rules or regulations may be subject to substantial civil and criminal penalties, for each transmission of any unsolicited facsimile or other information. Purchaser acknowledges that the

U.S. Federal government, certain states and self-regulatory bodies may each have restrictions on telemarketing activities, including, but not limited to, permitting a telephone subscriber to give public notice that such subscriber does not wish to receive sales solicitation telephone calls. Due to the varying publication dates of such notices, AFB disclaims any warranty, express or implied, that the names and telephone numbers of all such subscribers have been identified on or deleted from any Data or other list ordered by Purchaser. Further, Purchaser agrees that it will fully indemnify AFB for any claims, actions, damages, fees or costs related to any breach or violation by Purchaser or its End Users of any of the acts, regulations or guidelines set forth in this Section 5.

 

f)    Purchaser understands and warrants that it will comply with the rules relating to any Do-Not-Call Registry promulgated by federal, state, foreign, international or self-regulatory bodies (such registries and lists collectively, the "DNC Registries"), specifically including, without limitation, those rules that:

 

i)         Require all sellers who initiate, or cause a telemarketer to initiate, an outbound telephone call that is not otherwise exempt, to pay the appropriate fees for any DNC Registries;

 

ii)       Require all telemarketers who initiate an outbound telephone call, that is not otherwise exempt on behalf of a seller, to ensure that the seller has paid all appropriate fees for any DNC Registries; and

 

iii)      Require any company performing scrubbing of any DNC Registries on behalf of a seller to ensure that it is scrubbing the calling lists against that seller's and only that seller's version(s) of the DNC Registries.


g)     Purchaser certifies that it will use the information gathered from the DNC Registries solely in compliance with the provisions of any applicable acts, guidelines or regulatory or self-regulatory body or otherwise to prevent telephone calls or facsimile to telephone numbers on the registry.

 

h)    COMPACT (formerly AccuRes) Orders: Purchaser acknowledges that in the event it orders COMPACT data or services through AFB, any data or services provided are performed by an independent vendor and that such vendor provides a separate warranty regarding the service or information provided. AFB is not responsible for and makes no representation or warranty regarding the performance or accuracy of such services and data, and Purchaser agrees that they will not have any recourse against AFB in the event that the services and data provided to Purchaser are unsatisfactory, inaccurate or incomplete. Purchaser further acknowledges that any COMPACT list or other data is for one-time rental use only. Altering such data may affect the postage rates. Purchaser agrees that no COMPACT list or other data will be copied, duplicated, transferred, disclosed or retained after the permitted one-time rental use. The COMPACT data may not be used for building or integrating such data into any other database.

 

i)      ACXIOM Orders: Purchaser acknowledges that in the event Purchaser orders ACXIOM data or services through AFB, any data or services provided are performed by an independent vendor and thatsuch vendor provides a separate warranty regarding the service or data. AFB is not responsible for and makes no representation or warranty regarding the performance or accuracy of such services or data, and Purchaser agrees that it will not have any recourse against AFB in the event that the services or data provided to Purchaser are unsatisfactory, inaccurate or incomplete Purchaser further acknowledges that any ACXIOM list or other data is for one-time rental use only. Purchaser agrees that no ACXIOM list or other data will be copied, duplicated, transferred, disclosed or retained after the permitted one-time rental use. The ACXIOM data may not be used for building or integrating such data into any other database. Purchaser acknowledges and agrees that any such data or lists will at all times remain the intellectual property of ACXIOM, and that neither Purchaser, or if Purchaser is an authorized re-seller, its customers, nor any other third parties have any proprietary rights whatsoever in the data or lists.

 

j)      DNC Manager Orders: Purchaser acknowledges that in the event it orders DNC Manger scrubbing services through AFB, the scrubbing services will be performed by an independent vendor and that such vendor provides a compliant list processing receipt regarding the accuracy of the scrubbing service. AFB is not responsible for and makes no representation or warranty regarding the performance or accuracy of the scrubbing service and Purchaser agrees that neither it nor its End Users shall have any recourse against AFB in the event that the scrubbing services provided to Purchaser are unsatisfactory, inaccurate or incomplete.

 

k)    Resident Occupant Orders: Purchaser acknowledges and shall inform its End Users that in the event it orders Resident Occupant data or services through AFB, any data or services provided are performed by an independent vendor and that such vendor provides a separate warranty regarding the service or information provided. AFB is not responsible for and makes no representation or warranty regarding the performance or accuracy of such services and data, and Purchaser agrees that it shall have no recourse against AFB in the event that the services and data provided to Purchaser are unsatisfactory, inaccurate or incomplete. Purchaser further acknowledges that any Resident Occupant list or other data is for one-time rental use only, unless otherwise specified within the order confirmation. Altering such data may affect the postage rates. Purchaser agrees that no Resident Occupant list or other data will be copied, duplicated, transferred, disclosed or retained after the permitted one-time rental use. Purchaser is prohibited from and shall provide in all of its customer agreements that the customer are prohibited from: (i) commingling the Resident Occupant Data with its own database or information from a third-party, (ii) using or permitted use of the Resident Occupant Data to benchmark it against files offered by suppliers for third-party use, (iii) voluntarily producing any of the Resident Occupant Data in any legal proceeding, (iv) obtaining Computerized Delivery Sequencing (CDS) qualification or equivalent, (v) selectively retuning individual addresses or components,

(vi) obtaining or granting any right of ownership, (vii) assigning, leasing or transferring the Resident Occupant Data or any portion of it in any manner not expressly authorized by this Agreement and any attempt to do so shall be void, (and (vii) performing any type of address, street, street number or lookup or directory assistance type of applications or seeking information relating to neighbors of a particular name or address. In addition, Purchaser shall not provide to its End Users or any other party, all or substantially all of the Resident Occupant Data.

 

l)      Restrictions: In addition to the restrictions set forth above in this Section 5, in no event may Purchaser use or permit the use of any Data to advertise, sell, or exchange any products or services that involve sexual paraphernalia; drug paraphernalia; pornographic materials; weapons; credit repair services or other illegal or illicit activities. Purchaser agrees, for any prospecting use of the Data not involving Purchaser's house files, which include a designation that an individual consumer


has opted out of receiving marketing solicitations, to honor such election. In the event that Purchaser does not honor such election, AFB may terminate this Agreement and any licenses hereunder immediately and without further liability to Purchaser or any other party, and Purchaser agrees to defend, indemnify, and hold harmless AFB, COMPACT or ACXIOM, as the case may be, for any claims arising out of any failure to honor such election.

 

6)     Move Update Standards: Purchaser hereby represents, warrants and agrees that it and its End Users will comply with all current and future USPS rules, regulations and standards and that all mailings entered on November 23, 2008 or thereafter must be updated with an approved or alternate method of address correction.

 

7)     Email Prospecting and Append Orders:

 

a)    All Data is supplied for a one time use, with the exception  of email appends  to Purchaser's  files which  can be used without limitation within a twelve (12) month period after AFB's third party  supplier  completes the permission pass. No copy of the Data, in any form whatsoever, may be retained by Purchaser or any person or firm retained by the Purchaser, for purposes of processing names for mailing or usage, longer than one week after the mailing, except for archival purposes or withthe priorconsent of AFB. Purchaser and its End User understand and agree that AFB makes no guarantee as to the results of any campaign and that results may vary based on the offer, the target audience, and other variables. Purchaser understands and agrees that because email data is self-reported and is based upon the information received upon signup, AFB makes no guarantees as to the integrity, accuracy, reliability  or compliance with Data Protection Laws of any email data or records provided.

 

b)    No copy of the Data, in any form whatsoever, may be retained by the Purchaser, End User, and/or mailer or any person or firm retained by the Purchaser or its End User and/or mailer, for purposes of processing names for mailing or usage longer than one week after the mailing, without the prior consent of AFB.

 

c)    No part of the supplied Data, including but not limited to, postal, email, phone, additional selector data elements, and specialty files, can be used to enhance, modify or integrate with any other list owned by Purchaser, for any reason whatsoever without the express written approval of AFB.

 

d)    "Multi-buyers" or names that are derived from the Data (i.e. postal or email list) and another rented, exchanged or owned list may be mailed one time for each time the name appears, provided that the Purchaser has paid all parties involved, full rental fees for each mailing occurrence.

 

e)    AFB does not recommend usage of email creative comprised solely or primarily of image files. In the event Purchaser elects to use this type of creative, Purchaser understands and agrees that AFB will not be held liable for delivery or blocking issues and that no makegoods, reblasts, credits or refunds will be issued.

 

f)     Email Deployment Services. Email messages, to be sent on behalf of Purchaser or its End User, shall first be subject to review by AFB. AFB reserves the right to reject any message in its sole discretion. AFB will add opt-out verbiage to Purchaser or its End Users message and manage opt outs of email deployments on behalf of Purchaser. Purchaser and/or its End User understand and agree that AFB shall not be held liable for delivery or blocking issues; no make-goods, re-blasts, credits or refunds will be issued.

 

PURCHASER ACKNOWLEDGES AND UNDERSTANDS AND SHALL INFORM ITS END USER THAT AFB DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE AND THAT AFB MAY OCCASIONALLY EXPERIENCE "HARD OUTAGES" DUE TO INTERNET DISRUPTIONS THAT ARE NOT WITHIN ITS CONTROL. ANY SUCH HARD OUTAGE SHALL NOT BE CONSIDERED A BREACH OF THIS AGREEMENT.

 

Retention of Email Deployment: If Purchaser or its End User are deploying an email marketing list not purchased from AFB; Purchaser and/or its End User represent and warrant that the list contains fully verified and opted in information in compliance with Data Protection Laws. If the list is supplied to Purchaser from their End User, Purchaser represents and warrants that they have examined the terms and conditions under which the addresses were originally compiled and determined that all recipients have in fact opted-in to the type of mailing list the End User intends to operate. Lists must be used for their original purpose. If requested by AFB, Purchaser or its End User shall fully disclose all terms and conditions of each and every email marketing list. Purchaser and or its End User understand and agree not to provide or market to emails of Canadian origin in compliance with Canada's Anti-Spam Legislation of 2014 (CASL), unless Purchaser or End User can provide proof of express consent from these email subscribers prior to sending the


commercial email. Purchaser or its End User therefore agree to accept liability and not to hold AFB or its third-party suppliers liable for any fines or violations in compliance with CASL email communications.

 

g)    Compliance with CAN-SPAM: Each party shall comply with the provisions of CAN-SPAM Act in performing their respective obligations hereunder, including but not limited to, the multiple sender rule, the use of an opt- out mechanism honored within 10 days and valid for 30 days, the use of clear and accurate header and subject line information, and the use of a physical mailing address.

 

8)      Accuracy of Data and Limitation of Liability:

 

a)    AFB provides Data to Purchaser from recognized industry compilers of telephone directories and various other sources AS IS AND WITH ALL FAULTS. AFB makes no representation or warranty, express or implied, regarding the accuracy or completeness of the Data to be delivered, results to be obtained with the Data, or that any lists in the Data have been scrubbed against any DNC Registries.

 

b)   Purchaser acknowledges that the Data provided by AFB and its third party suppliers will contain a degree of error. Purchaser also acknowledges that the prices that AFB charges for the Data are based, in part, upon AFB's expectation that the risk of any damages, claims, loss or injury that might occur will be borne by Purchaser. For these reasons, Purchaser agrees that it is responsible for determining that the Data is sufficiently accurate for Purchaser's, or its  End-Users’  purposes.  Industry  guidelines indicate  7-10%  is an acceptable undeliverable rate, and 15% is an acceptable disconnect rate. These rates are merely guidelines. The actual  rates will vary and there is no guarantee that the undeliverable and  disconnect  rates related to the Data will fall within these rates. Purchaser acknowledges and agrees that it will not      be entitled to any refund and will not withhold payment for the Data in the event that the Data is inaccurate or the undeliverable and disconnect rates fall outside the industry guideline rates.

 

c)    The Data, including, without limitation, postal, epostal, and email records, names and addresses are not guaranteed as deliverable, but AFB uses commercially reasonable efforts to meet or exceed industry standards for postal deliverability. AFB makes no representation or guarantee as to the conversion results of the mailing.

 

d)    PURCHASER ACKNOWLEDGES THAT THE DATA IS NOT THE PRODUCT OF AN INDEPENDENT COMPILATION OR INVESTIGATION PROMPTED BY OR ON BEHALF OF PURCHASER, BUT IS UPDATED AND REVISED INDEPENDENTLY ON A PERIODIC BASIS. PURCHASER  ACKNOWLEDGES THAT EVERY BUSINESS DECISION TO SOME DEGREE REPRESENTS AN ASSUMPTION OF RISK AND THAT AFB AND ITS THIRD PARTY SUPPLIERS OF  DATA,  DO  NOT AND WILL NOT ASSUME THAT RISK, IN ANY MANNER OR PROPORTION WHATSOEVER. PURCHASER THEREFORE AGREES NOT TO HOLD AFB OR  ITS  THIRD  PARTY  SUPPLIERS LIABLE FOR ANY LOSS OR INJURY ARISING OUT OF OR  CAUSED, IN WHOLE  OR IN PART, BY  AFB OR ITS THIRD PARTY SUPPLIERS' NEGLIGENT OR OTHER ACTS OR OMISSIONS IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING, COMMUNICATING, OR DELIVERING THE DATA.

 

FURTHER, PURCHASER AGREES THAT IN NO EVENT WILL AFB OR ITS THIRD PARTY SUPPLIERS BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND OR CHARACTER (INCLUDING, BUT NOT LIMITED TO LOSS OF DATA OR INFORMATION, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES) THAT PURCHASER, ANY END USER OR OTHER CLIENT OF PURCHASER, OR OTHER PARTY, SUFFERS OR INCURS ARISING OUT OF ANY ACTS OR OMISSIONS OF AFB OR ITS THIRD PARTY SUPPLIERS IN CONNECTION WITH ANYTHING TO BE DONE OR FURNISHED HEREUNDER, REGARDLESS OF THE CAUSE OF THE LOSS, DAMAGE OR INJURY AND REGARDLESS OF THE NATURE OF THE LEGAL RIGHT CLAIMED TO HAVE BEEN VIOLATED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF THIS AGREEMENT OR THE DELIVERY OR USE, OF THE DATA, REGARDLESS OF THE FORM OF ACTION.

 

e)    FOR ANY DAMAGES CAUSED WHOLLY OR IN PART BY AFB’S INABILITY TO FULFILL ITS RESPONSIBILITIES HEREUNDER, AFB'S SOLE LIABILITY WILL BE RETURN TO PURCHASER THE AMOUNT PAID FOR THE DATA. IN NO EVENT SHALL AFB'S LIABILITY UNDER THIS AGREEMENT EXCEED THE LESSER OF TOTAL AMOUNT PAID BY PURCHASER HEREUNDER OR $2,000.00.

 

f)    AFB PROVIDES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

 

9)     Indemnity: In addition to any of the remedies provided in this Agreement, Purchaser agrees to defend, indemnify and hold AFB its parent, affiliates, shareholders, directors, officers, employees, agents and


third-party suppliers harmless from and against any and all claims, damages, losses, judgments, costs and expenses (including, without limitation, reasonable attorney's fees) claimed by a third-party and sustained, suffered, paid or incurred by AFB, its agents, officers, directors, employees or affiliates as a result of the breach of any warranty, undertaking, representation or agreement made by Purchaser in this Agreement, or arising out of any violation of law by Purchaser. AFB will give Purchaser prompt notice of any claim or action alleging facts which, if true, would constitute a breach of any of Purchaser's obligations under this Agreement. This obligation of indemnity shall survive the termination or expiration of this Agreement

 

10)   Approval of Purchaser or Customer Materials: AFB reserves the right  to  require  Purchaser  to obtain AFB's advance written approval of any material which Purchaser proposes to mail or distribute and Purchaser acknowledges that it may not distribute the Data to any third party  without the  prior written approval of AFB, to be given or denied in its sole unfettered discretion.

 

11)   Purchaser Responsibilities: Upon receipt, Purchaser will inspect the Data for compliance with Purchaser's selection criteria. If verifiable errors are reported to AFB within twenty (20) days, AFB will reprocess the order without charge. Under no circumstances shall reprocessing include production costs of any Purchaser or its End User's materials.

 

12)   End User Certification, Requirements and Restrictions:

 

a)   No distribution or license of the Data by Purchaser will be made except pursuant to the terms of this Agreement or other form of license necessary to access the Data.

 

b)   Purchaser will promptly notify AFB if Purchaser becomes aware of any illegal or unauthorized use or copying of the Data. Purchaser will reasonably assist AFB in taking all steps AFB in its sole discretion believes to be necessary to defend AFB's rights in the Data.

 

d)   Purchaser will maintain accurate books and records in connection with activity under this Agreement for the term of this Agreement and for two (2) years thereafter. Such records will include copies of all executed sales agreements. AFB, or its representative, may audit the relevant books and records of Purchaser during the term of this Agreement and for two (2) years thereafter to ensure compliance with the terms of this Agreement. Any such audit will be conducted during regular business hours at Purchaser's offices and will not unreasonably interfere with Purchaser's business activities.

 

e)   Purchaser agrees not to solicit any customers of AFB, including any End Users of the Data not originated by the Purchaser, during the term of this Agreement and for a period of three (3) years after termination or expiration of this Agreement.

 

f)    Purchaser may not transfer the Data to another End User upon termination of the previous End User's use of the Data.

 

g)   Purchaser is prohibited from making any modifications, enhancements or adaptations to the Data, reverse engineering, decompiling, disassembling the Data, creating any derivative works based on the Data in any other product, unless expressly permitted in a separate writing signed by the parties hereto.

 

13)   Changes in Law: If any existing law or regulation is changed or if any new law or regulation is enacted that affects the Data, its use or services provided under this Agreement, AFB and/or Purchaser may modify this Agreement to the extent reasonably necessary to ensure that use of the Data will be in full compliance with such laws and regulations and AFB may modify the pricing applicable tothe Data.

 

14)   Assignment: Purchaser may not transfer, sell, or otherwise assign any of its rights under this Agreement, either directly or by operation of law, without the prior written consent of AFB and any unauthorized attempted assignment will be null and void.

 

15)   Independent Contractors: Nothing in this Agreement will be construed to create a partnership, joint venture, or agency relationship between the parties. The parties to this Agreement are independent contractors and neither party has any authority to bind or commit the other in any respect whatsoever, and neither party will hold itself out as the agent, principal, partner, associate or joint venturer of the other or as having any power or authority to bind or commit the other party.

 

16)   Notice: All notices, requests, or other communications will be in writing and will be delivered by overnight mail (next business day delivery charges prepaid), certified mail, return receipt requested


(First Class postage prepaid), to the address located on the first page of this Agreement, or to such other address as either party, by like notice, will designate. Any such notice, request or other communication will be deemed "given" to a party and be effective upon receipt by such party or refusal of delivery at such address as set forth above.

 

17)   Waiver: No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach by either party.

 

18)   Severability: If any provision of this Agreement will be held invalid or unenforceable after hearing or proceedings before an independent tribunal, such provision will be deemed deleted from this Agreement and the remaining provisions of this Agreement will continue in full force and effect so long as the deleted provision does not eliminate or otherwise substantially change the economic benefits of this Agreement to either party or significantly impair the rights or increase the obligations of either party. The parties will make good faith efforts to replace each such deleted provision by a valid and enforceable provision mutually agreeable to the parties.

 

19)   Governing Law: This Agreement will be governed by and construed in accordance with the laws of the State of Michigan (without giving effect to choice of law principles). In the event of a dispute arising out of this Agreement, whether in contract or tort, the parties agree to submit to the jurisdiction of the courts of the State of Michigan. Venue will be in the Federal and/or state courts located in Wayne County, Michigan.

 

20)   Entire Agreement; Amendment: This Agreement represents the entire understanding between the parties to this Agreement and supersedes all prior agreements and arrangements, oral or written, between the parties with respect to the subject matter of this Agreement. Changes to this Agreement: AFB may make changes to this Agreement from time to time for security, commercial or legal reasons. Such modifications and additional terms and conditions will be effective immediately and incorporated into this Agreement. When these changes are made, a notification will be posted on our website at https://www.Allegra.dataleadsonline.com.com/Allegra.dataleadsonline.com-legal-revisions/ along with a copy of the current standard Agreement.

 

21)   Successors and Assigns: This Agreement will inure to the benefit of and will be binding upon the parties and their respective permitted successors and assigns. This Agreement shall also be for the benefit of AFB’s third party suppliers

 

Purchaser's authorized representative has read the foregoing Agreement and by clicking the "I ACCEPT" button on the Allegra.dataleadsonline.com website, Purchaser through its authorized representative acknowledges that Purchaser fully understands and consents to the contents of this Agreement.