Third Party Processor Agreement for Name Seeker Marketing Lists - DOC by Guttermouth

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									  Third Party Processor Agreement for MDA Capital Trigger Data Lists
  Agreed to by:                                                            Agreed to by:

  “MDA CAPITAL”                                                            “PROCESSOR”

  MDA Capital, Inc                                                         Company:
  6036 Central Ave
  St Petersburg FL 33707                                                   Address:



  By:                                                                      By:

  Name:                                                                    Name:

  Title:                                                                    Title:
  ___________________________________________________________________________________________________________________
1. License Grant. Subject to the terms and conditions below, MDA                   from in any application involving individual look-ups of people.
Capital grants Processor a non-exclusive, non-transferable right to use              4. Termination. This Agreement shall terminate upon the earlier of
MDA Capital trigger data lists (“Lists”) solely to perform support                   such time as: (a) The License Agreement between MDA Capital and
services in connection with Client or its customer’s (“Customer”)                    Client terminates; (b) Client or its Customer terminates its agreement
marketing campaigns for prescreened offer of credit. (“Services”).                   with Processor; (c) Processor no longer has a need to access the Lists to
2. Designations.         Lists provided by MDA Capital carry the                     perform the Services; or (d) In MDA Capital’s reasonable judgment,
following designations                                                               Processor has used the Lists in contravention of this Agreement
     Lists are provided by the credit bureau and may be used for                     (collectively, “Termination Events”). In the event this Agreement is
marketing purposes under the Fair Credit Reporting Act.                              terminated pursuant to Subsections 5. (a) - (c), Processor shall have the
     Lists with phone numbers are scrubbed by the bureau against the                 right, subject to its continued compliance with the terms and conditions
federal and state Do-Not-Call registry on a monthly basis as is required             of this Agreement, to complete work on current Client projects for
by law. It remains the responsibility of Processor to comply with all                which Processor has an obligation to complete under any outstanding
federal and state Do-Not-Call laws.                                                  Client purchase order, but in no event later than 30 days following the
3. Restrictions on Use: Processor shall only use the Lists internally                Termination Event. Termination pursuant to Subsection 5. (d) shall be
and solely on behalf of Client or its Customer as follows:                           effective immediately upon Processor’s receipt of notice. Upon
     Lists are compiled and owned by the credit bureau and Processor                 termination, Processor shall: (i) discontinue using the applicable Lists;
understands that use of lists are restricted for one-time use.                       (ii) remove from its files, computers and systems all copies of the Lists
     Use of lists must follow FCRA (Fair Credit Reporting Act)                       and (iii) return to Client or MDA Capital the Lists and any materials or
guidelines which include mailpiece or script (“Letter”) compliance.                  other documents evidencing the Lists; and/or destroy all copies of the
MDA Capital will approve of Letters based on these guidelines. Once                  Lists as requested, providing written certification of such to MDA
approval is given for a particular Letter, Processor may not modify                  Capital. Sections 2, 3, 5, 6, and 7 of this Agreement shall survive any
approved letter for use with the List.                                               termination.
     Processor’s use of the List shall comply with all federal or state              5. No Warranty; Liability. The Lists are provided to Processor
laws, rules or regulations.                                                          “AS IS”. MDA CAPITAL MAKES NO WARRANTIES AND
     Processor agrees to: (a) disclose the Lists only to Processor                   EXPRESSLY DISCLAIMS ALL IMPLIED REPRESENTATIONS
personnel to whom knowledge is required for use by Processor as                      AND WARRANTIES, INCLUDING MERCHANTABILITY AND
authorized herein; (b) require that its personnel hold the Lists in strict           FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO
confidence; (c) take steps to prevent the accidental or otherwise                    THE LISTS. In no event shall MDA Capital or any third party licensor
unauthorized release of any of the Lists; and (d) be liable to MDA                   be liable for direct, indirect, incidental, consequential or punitive
Capital and/or Client for all losses and damages arising out of any                  damages, including lost profits, even if advised of the possibility
breach of the foregoing covenants. In the event of theft or unauthorized             thereof.
access to the Lists, or if Processor obtains any portion of the Lists by             6. Indemnification. Processor shall defend, indemnify and hold
any means other than as permitted herein, Processor shall promptly                   MDA Capital harmless from and against any losses, damages,
provide written report of such and return the improperly obtained Lists              liabilities, costs, attorney fees and expenses related to Processor’s use
to MDA Capital. In no event will Processor license, transfer, sell,                  of the Lists for any purpose and/or any breach by Processor of the
market, distribute or otherwise convey any portion of the Lists in any               terms of this letter agreement., except for claims alleging infringement
manner (including through a network, on-line or otherwise), to any                   of a third party’s intellectual property rights (exclusive of privacy
third party.                                                                         violation claims).
     Processor’s use of the Lists is conditioned upon MDA Capital                    7. Miscellaneous. This Agreement constitutes the entire agreement
receiving written notice from Client or Customer that Processor needs                between the parties. Processor may not assign this Agreement. This
access to the List in order to perform Services.                                     Agreement may not be modified or amended except upon a writing
     Processor agrees that it shall not use the Lists or any extracts there          signed by both parties. This Agreement shall be governed under the
from: (a) to create a substitute or parallel database, or (b) to create, add         laws of the State of Florida without giving effect to choice of law
to or delete from any third party products for which no separate fee has             principle.
been paid to MDA Capital by such third party and no MDA Capital
Data Products License Agreement has been entered into by such third
party.
     Processor shall not use the Lists or any information derived there
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