Acxiom Data License Agreement

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					                                                                                                                                  DATA AGREEMENT

Name of Client:                                                                          Effective Date:
Street Address:                                                                           City, State and Zip:
Telephone No.:                                  Fax:                                      Contact Name:
This Data Agreement (“Agreement”) is by and between Acxiom Corporation (“Acxiom”) and the above-named Client.
“Client” also includes the legal entities that are controlled by Client and listed in Section 14.9 below (“Subsidiaries”). This
Agreement applies to data products including any model or other derivative developed using such Products (“Data Products”)
and data processing and analysis services (“Services”) provided by Acxiom to Client hereunder (Data Products and Services
are collectively referred to herein as “Products”). Products made available to Client after the Effective Date shall be pursuant
to an amendment to this Agreement.
1. Product Selection. Each Product made available to Client on the Effective Date is selected below and further governed
by each corresponding Product schedule (“Schedule”), the terms of which are incorporated herein:
     Product Selection                                                                                                              Product Schedule
                                                                Available Products
         [X or √]                                                                                                                    Form Number
                         Acxiom InfoBase-X® Enhancement, Acxiom PersonicX®                                                         DUIB-01-2009, as
            X
                                                                                                                                   modified
            X            Acxiom InfoBase-X List                                                                                    DUIBL-01-2009,
                                                                                                                                   as modified
                             (Please contact Acxiom Legal Department for assistance with products or services not listed above)
2.   Term / Termination.
     2.1 Term. This Agreement shall begin on the Effective Date and shall continue until terminated. The term of a
Schedule shall be set forth in the Schedule
     2.2 For Convenience. Either party may terminate this Agreement by providing written notice to the other party and
such termination shall be effective upon the effective date of expiration or termination of all Schedules.
     2.3 For Cause. Either party may terminate this Agreement or a Schedule immediately in the event the other party is in
default under this Agreement or the respective Schedule and fails to cure such default within thirty (30) days of written notice
from the other party specifying the nature of such default.
     2.4 For Delivery or Use Restrictions. In the event that legislation or governmental regulations or Product data
providers’ (“Data Providers”) requirements limit or prohibit the delivery or use of any Product, or if, in its reasonable
judgment, delivery or use of any Product would violate any such legislation, regulations or requirements, Acxiom may suspend
delivery of such Product or terminate the applicable Schedule upon the effective date of such legislation, regulations, or
requirements and Client shall discontinue using such Product. The parties shall use commercially reasonable efforts to
implement an alternative method of providing replacement data or performing the related Services. If the parties are unable to
implement such alternate method, Acxiom agrees to provide Client with a refund of any fees paid in advance for any Product
that has not yet been delivered to Client under the applicable Schedule.
     2.5 Post-Termination Requirements. Upon the termination of this Agreement or a Schedule for any reason, except as
otherwise set forth in a Schedule, Client shall destroy the respective Product and any copies thereof and certify in a writing to
be delivered to Acxiom within five (5) business days following such destruction that the Client has fully complied with the
requirements of this Section. Upon termination, Client shall promptly pay to Acxiom any outstanding fees owed to Acxiom.
In no event shall Client be entitled to a refund of amounts paid, except as specifically provided in this Agreement.
3.   License Grant.
     3.1 Client License. Acxiom grants and Client receives a limited, non-transferable, non-exclusive license (“Client
License”) to possess and use the Products, subject to the terms of this Agreement and applicable Schedules. Client may
provide, or upon Client’s written request, Acxiom may provide, Client’s file as enhanced with the Products to Client’s third
party service bureau processor, mail house or marketing consultant (each a “Service Provider”) who are performing services
for Client in connection with Client’s use of the Products; provided that prior to delivery of the Products to the Service
Provider, Client shall have obtained the Service Provider’s written agreement to: (a) hold the Products in strict confidence; (b)
use the Products only in connection with such services; (c) not translate the Products into another format or language, or
decompile or reverse engineer the Products, and (d) not sell, rent or otherwise provide the Products to any third party. Subject
to the Client License, Acxiom and its Data Providers retain all rights, title and interest in and to the Products.
     3.2 Acxiom License. Client grants and Acxiom receives a limited, non-transferable, non-exclusive license (“Acxiom
License”) to possess and use the data that Client provides to Acxiom (“Client Data”) as necessary to provide the Products to
Client pursuant to this Agreement and for statistical analysis and error-tracking purposes. Additionally, Acxiom may
periodically extract sample test data from Client’s project files which (a) will be comprised of a small statistical sample; (b)
will not be used as contributing components to any product; (c) will not include information sourced from a credit bureau; (d)
will be deleted after the test results have been evaluated (not more than thirty (30) days); and (e) will be held as Confidential
Information (as defined below). Subject to the Acxiom License, Client retains all rights, title and interest in and to the Client
Data.
4. Fees / Payment. The fees for the Products shall be set forth in an order form (“Order Form”) to be completed by the
parties via hard-copy or Acxiom’s on-line system and, as applicable, fees may also be set out in a Schedule.
     4.1 Client agrees to pay Acxiom for the Products in accordance with the pricing set forth in each Order Form (and
applicable Schedule). Unless otherwise specified, all charges are exclusive of taxes. Client will pay all taxes (including, but
not limited to, sales, use, excise, value added, and gross receipts taxes) levied in connection with the Agreement (whether
included on an invoice or identified during an audit), except taxes based upon Acxiom’s net income, corporate franchise,
business license, payroll withholding or property taxes on Acxiom-owned assets. Client is responsible for personal property
taxes on Client-owned assets located at any Acxiom site.
     4.2 Acxiom will collect taxes from Client only in jurisdictions that Acxiom has a nexus. Client will provide Acxiom with
any state tax exemptions in a timely manner. If Acxiom does not collect taxes for any reason, Client remains responsible for
remitting taxes when appropriate to the applicable taxing authority as the consumer or reseller of the Products. The parties will
cooperate with each other in connection with any audit, inquiry, trial, or appeal regarding taxes in connection with the
Agreement, including any tax determination or exemption documentation. Client is not responsible for penalties or interest
arising from Acxiom's failure to properly collect or remit taxes to the applicable tax authorities.
     4.3 All amounts are due within thirty (30) days of Client’s receipt of an invoice. In the event of a good faith dispute as
to the calculation of an invoice, Client shall immediately give written notice to Acxiom stating the details of any such dispute
and shall promptly pay any undisputed amount. The acceptance by Acxiom of such partial payment shall not constitute a
waiver of payment in full by Acxiom of the disputed amount. Any undisputed amounts not paid within thirty (30) days of
receipt of invoice shall accrue interest at a rate of one percent (1%) per month or the maximum lawful rate, whichever is less.
Notwithstanding anything to the contrary contained in this Agreement, a Schedule, or an Order Form, failure to make timely
payments shall constitute a default hereunder and shall entitle Acxiom to suspend its provision of the Products immediately
and require payment in advance until Client’s account is paid in full. Notwithstanding the foregoing, if Client is working with
an authorized Acxiom data broker or reseller and payment arrangements have been made directly between Acxiom and the
broker for the Data ordered by Client, the terms of this paragraph shall not apply to Client.
5. Data Encryption Requirements. Each Party shall ensure that any Sensitive Data is encrypted at the level a party can
accept and transmit (or split into two or more physical or data files, as applicable, with identifying keys provided to the
receiving party such that neither file on its own contains Sensitive Data) prior to the transmission or delivery of such Sensitive
Data to the other party over a public network or on physical media. As used herein, “Sensitive Data” shall mean: (i)
personally identifiable information related to a data subject under the age of thirteen; (ii) social security number with the
associated name; (iii) mother’s maiden name with the associated name; (iv) driver’s license or other government issued
identification card numbers with the associated name; (v) telephone numbers identified as unlisted or unpublished; (vi) credit,
debit card or financial account numbers with the associated name and any required PIN or access code; (vii) personally
identifiable health information; or (viii) personally identifiable payroll/financial information including employee identification
numbers.
6.   Permitted Uses / Restrictions.
     6.1 Permitted Uses. The permitted uses for each Product are as set forth in the applicable Schedules. Client will not
receive a license for nor shall Client be allowed to receive or use any Product not currently addressed in a Schedule to this
Agreement. Additional Schedules may be added to this Agreement by amendment.
     6.2 Restrictions. The following restrictions apply to Client’s use of the Products unless specifically provided otherwise
in a Schedule or authorized by Acxiom in advance in writing:
         (a) The Products must reside and be used in a Client facility within the United States.
         (b) The Products will not be sold, leased, rented or otherwise provided by Client to any third party.
         (c) The Products will not be used: (i) for the benefit of a third party; (ii) in the development of any products or
              services to be provided to a third party; (iii) in the conduct of any marketing campaigns promoting a third party’s
              products or services; or (iv) in connection with any list enhancement or data appending projects performed for a
              third party.
         (d) The Products will only be used to perform marketing through a direct mail, telemarketing, or email campaign and
              will not be used to perform or support targeted advertising served via the internet (other than an email campaign),
              cable or satellite television, or cellular or wireless devices.
         (e) The Products will not be used as a factor in establishing an individual’s creditworthiness or eligibility for credit,
              insurance, or employment or in connection with credit repair services.
         (f) The Products will not be used to advertise, sell, or exchange any illegal or illicit products or services, including,
              without limitation, pornography, illegal drugs, or illegal weapons.
         (g) Acxiom is obligated to comply with certain restrictions and requirements placed upon the use of the Products by
              the Data Providers and Client shall strictly comply with all restrictions and requirements now or hereafter
              imposed upon Acxiom by any Data Providers and made known to Client in writing.



                                                                  2
7. Right to Audit. Client shall permit Acxiom to inspect during normal business hours and upon five (5) business days
notice any location where the Products are being possessed or used. Such audit shall be strictly limited to those books, records
and computer systems that specifically relate to information pertinent to Client’s compliance with the requirements of this
Agreement and Schedules, the possession or use of the Products and, if applicable, any fees due. Acxiom agrees that any such
audit shall be conducted in a manner that does not disrupt Client’s normal operating procedures or violate any other
confidentiality obligations that Client has to its customers.
8. Confidentiality. The Products, Client Data, this Agreement and any proprietary or confidential information, including
but not limited to user IDs and passwords made available to Client by Acxiom in order to allow Client access to Acxiom’s FTP
servers (when applicable) to retrieve Products, (collectively, “Confidential Information”) provided hereunder by one party
(“Disclosing Party”) to the other (“Receiving Party”) shall be held in confidence by the Receiving Party and shall not be
disclosed or used for any purpose other than as expressly provided in this Agreement without the prior written consent of the
Disclosing Party. The Receiving Party shall: (a) protect the Confidential Information of the Disclosing Party with at least the
same degree of care with which it protects its own confidential or proprietary information, but not less than a reasonable
degree of care, and (b) instruct its employees and all other parties who are authorized to have access to the Disclosing Party’s
Confidential Information of the restrictions contained in this Agreement. Each Receiving Party shall limit access to the
Disclosing Party’s Confidential Information to its own employees, agents, contractors, Service Providers, and consultants
strictly with a “need-to-know;” provided, however, that such parties have executed an agreement with the Receiving Party with
confidentiality provisions at least as restrictive as those contained herein. The parties hereby undertake to ensure the
individual compliance of such employees, agents, contractors, Service Providers and consultants with the terms hereof and
shall be responsible for any actions of such employees, agents, contractors, Service Providers and consultants. Receiving
Party shall, as soon as reasonably practical after discovery, report to the Disclosing Party any unauthorized use of, disclosure
of or access to the Disclosing Party’s Confidential Information, subject to any reasonable restrictions placed on the timing of
such notice by a law enforcement or regulatory agency investigating the incident; and take all reasonable measures to prevent
any further unauthorized disclosure or access.
9. Consumer Elections/Inquiries. In any use of the Products, Client must honor all consumer elections not to receive
marketing solicitations from Client. Client is responsible for responding to any communication initiated by a consumer arising
out of Client’s use of the Products. Upon receipt of an express request from a consumer for the source of the consumer’s
personal information used in a marketing solicitation, Client may reference Acxiom as a source of such information, provided
Client has verified Acxiom as the source. Client must promptly notify Acxiom of such request and provide Acxiom with a
transcript or written description of the communication with the consumer. It is Client’s sole responsibility to ensure that the
most current legally required suppression processing has been applied prior to marketing use of any Products provided to
Client.
10. General Warranties.
     10.1 Acxiom warrants that (a) it shall provide the Products consistent with standard industry practices and in a
professional and workmanlike manner, (b) it is authorized to provide the Products, (c) all data within the Products has been
legally obtained and provided to Client, and (d) where Canadian telephone directories data is included in the Products, such
data was obtained from published format sources available to the general public. Acxiom further warrants that the Products
will be, upon delivery, as current, accurate and complete as may be reasonably achieved using the source data, compilation and
data processing methods normally employed by Acxiom in the ordinary course of its business. Notwithstanding the foregoing,
Acxiom does not warrant the Products to be error-free, and neither Acxiom nor its Data Providers attempt to independently
verify the completeness, accuracy or authenticity of the Products. In addition, the data reported to and by Acxiom and the
Data Providers may be subject to transcription and transmission errors. Accordingly, the Products are provided on an “as is,”
“as available” basis. Any use or reliance upon the Products by Client or its customers shall be at their own risk. EXCEPT AS
SET FORTH IN THIS SECTION, ACXIOM MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO
THE SERVICES, PRODUCTS, TRANSMISSION CHANNELS, OR THE MEDIA ON WHICH THE PRODUCTS ARE
PROVIDED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF ACCURACY, COMPLETENESS,
CURRENTNESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
     10.2 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 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; (e) any Client
Data submitted to Acxiom for processing has been legally obtained and provided to Acxiom; and (f) it maintains an
information security program that has administrative, technical, and physical safeguards (that are appropriate for Client’s size
and complexity, the nature and scope of Client’s activities, and the sensitivity of Client’s customer information) sufficient to
protect any Confidential Information disclosed to Client by Acxiom pursuant to this Agreement. Client further warrants that
its use of the Products will be in accordance with all applicable laws and regulations, including Client’s compliance with any
applicable registration requirements with state, federal and other regulatory entities prior to Client’s use of the Products,
including but not limited to registration in states for telemarketing purposes as required by each state. Further, Client
guarantees its Subsidiaries’ obligations under this Agreement.


                                                                  3
11. Remedies. Acxiom’s sole obligation and Client’s exclusive remedy for any claim of defective (i.e., unreadable) Products
shall be to correct the Products (or reperform the Services) in question without charge or, at Client’s option, to refund the price
paid by Client for such defective Products or Services. Client must provide written notice to Acxiom of such claim, describing
any errors in sufficient detail with any necessary backup information or documents. Client acknowledges that some corrections
of errors in the Products shall be dependent on the availability of same from the source of the applicable data.
12. Limitation of Liability. ACXIOM’S AGGREGATE LIABILITY TO CLIENT, WHETHER FOR NEGLIGENCE,
BREACH OF CONTRACT, BREACH OF WARRANTY, OR ANY OTHER CAUSE OF ACTION, SHALL BE LIMITED
TO THE PRICE PAID FOR THE SERVICES OR PRODUCTS TO WHICH THE INCIDENT RELATES. EXCEPT FOR
EACH PARTY MEETING ITS OBLIGATIONS OF INDEMNIFICATION OR FOR EITHER PARTY’S MISUSE OF THE
OTHER PARTY’S CONFIDENTIAL INFORMATION, NEITHER ACXIOM NOR CLIENT SHALL BE LIABLE FOR
ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING,
WITHOUT LIMITATION, LOST INCOME, LOST REVENUE, LOST PROFITS, AND DAMAGES FOR LOSS OF GOOD
WILL, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER THEORY, REGARDLESS OF THE FORM IN
WHICH ANY LEGAL ACTION OR EQUITABLE ACTION MAY BE BROUGHT, INCLUDING, WITHOUT
LIMITATION, ANY ACTION IN TORT OR CONTRACT. EACH PARTY SHALL HAVE A DUTY TO MITIGATE
DAMAGES FOR WHICH THE OTHER PARTY IS RESPONSIBLE.
13. Indemnification. Client agrees to indemnify and hold Acxiom, its agents and employees harmless from and against any
third party claim, action or liability (including damages, costs, expenses and reasonable attorneys’ fees), that may arise against
Acxiom as a result of any use of the Products by Client or a Service Provider in breach of the terms of this Agreement or any
Schedule. In addition, Client shall reimburse Acxiom for all costs incurred by Acxiom in responding to any government
agency inquiry or a third party subpoena in connection with this Agreement. Client shall have the right to exercise reasonable
control over any litigation within the scope of this indemnity; provided, however, that Acxiom shall have the right at its own
expense to participate in any such litigation insofar as it concerns claims against it. That right to participate includes Acxiom’s
right to select and retain counsel to represent it at Acxiom’s own expense.
14. Miscellaneous.
      14.1 Entire Agreement. This Agreement shall be governed by and construed in accordance with the laws of Arkansas.
The Agreement, together with the Schedules, Order Forms, and any other exhibits or attachments, constitutes the entire
agreement between the parties with respect to the subject matter hereof and supersedes any and all written or oral prior
agreements and understandings between the parties concerning such subject matter. Any amendment shall be in writing and
signed by authorized representatives of each party. This Agreement may be executed in any number of counterparts, including
facsimile copies, each of which shall be enforceable and all of which together shall constitute one document. If any one or
more of the provisions of the Agreement shall for any reason be held to be invalid, illegal or unenforceable, the same shall not
affect any of the other portions of the Agreement. Failure or delay by either party in exercising any right hereunder shall not
operate as a waiver of such right. The descriptive headings of the sections of this Agreement and any Schedules are inserted
for convenience only and do not constitute a part of this Agreement. Every attempt should be made to interpret the Order
Forms, Schedules and Agreement consistently but in the event a direct conflict arises between their terms, the order of priority
of prevailing terms shall be first the Schedule, then the Agreement, then the Order Form.
      14.2 Assignment. Neither party may assign its rights and obligations hereunder without the prior written consent of the
other party, which consent shall not be unreasonably withheld or delayed; provided, however, that no consent shall be required
for assignment by either party to an affiliated corporation or other entity under common control with such party, provided that:
(a) the assigning party shall remain fully liable for performance hereunder, unless the parties agree otherwise in writing, (b) the
party to whom the assignment is made has sufficient resources to perform all obligations under this Agreement, and (c) with
regard to Client’s assignment of this Agreement, the party to whom the assignment is made is not a competitor of Acxiom.
Acxiom may subcontract any portion of the Services upon consent by Client; provided, however, that no consent is required to
subcontract routine Services related to the on-going processing of Client Data in order to provide the Products to Client.
      14.3 Without the prior written consent of the other party, neither party shall, except pursuant to a generally circulated
public advertisement or other employment search, solicit any employee of the other party until one (1) year after the
termination or expiration of this Agreement. If a party hires an employee of the other party in violation this provision, the
hiring party shall pay to the other party, within thirty (30) days of the date of the hiring, an amount equal to one hundred
percent (100%) of the total first-year compensation to be paid such employee by the hiring party.
      14.4 Notices. Any notice required or permitted to be given hereunder shall be in writing sent by certified mail or
nationally recognized overnight delivery service, addressed to Client at its address set forth above, or to Acxiom at 601 East
Third Street (72201), P.O. Box 8180, Little Rock, Arkansas 72203-8180, Attention: General Counsel.
      14.5 Force Majeure. Neither party shall be liable for any losses arising out of the delay or interruption of its performance
of obligations under the Agreement due to any act of God, act of governmental authority, act of public enemy, terrorism, war,
riot, flood, civil commotion, insurrection, severe weather conditions, unplanned system down time, or any other cause beyond
the reasonable control of the party delayed.




                                                                  4
     14.6 Publicity. Acxiom may include Client and Client’s logo on its client lists in presentations made to shareholders,
prospects, clients and stock analysts, provided no representation, express or implied, is or will be made as to Client’s opinion
of Acxiom’s Products (including, but not limited to, by way of predictions or projections of future business).
     14.7 Product Maintenance. Acxiom may collect, analyze or use certain statistical data relating to its delivery of Products
(e.g., counting of the number of times certain data elements are appended to client files) and any such use shall be in an
anonomized manner.
     14.8 Survival of Terms. Any provision of this Agreement or any Schedule that contemplates performance or observance
subsequent to any termination or expiration of this Agreement or the applicable Schedule, including, without limitation, all
provisions with respect to confidentiality, limitation on liabilities, and indemnification, shall survive any termination or
expiration of this Agreement and continue in full force and effect.
     14.9 Subsidiaries. The following Subsidiaries shall be included in the definition of “Client”: None.

IN WITNESS WHEREOF, the undersigned parties agree to the above.

                                                                       ACXIOM CORPORATION
              [Client’s Full Company Name, Printed]

BY:                                                                    BY:
                           (Signature)                                                             (Signature)



                  (Print or Type Name & Title)                                             (Print or Type Name & Title)



                             (Date)                                                                   (Date)

                                                                                                                           April 2009




                                                                5
                                               Schedule to Data Agreement
                                                (Form No. DUIB-01-2009, as modified)

 Client:                                                                 Data Agreement Date:
 Products:                                                               Schedule Effective Date:
                  Acxiom InfoBase-X® Enhancement
                  Acxiom PersonicX®

The parties agree to the following additional terms and conditions related to the above-referenced Products. Capitalized terms
not defined in this Schedule shall have the meaning given them in the above-referenced Data Agreement between the parties
(the “Agreement”). This Schedule is not effective until (i) the corresponding Product is selected in the Agreement, (ii)
the Agreement is signed by both parties, and (iii) the Schedule is attached to the Agreement.
A. Term/Termination. The initial term of this Schedule shall begin on the Schedule Effective Date and shall continue for a
period of one (1) year or until the expiration of all active Order Forms if later (“Schedule Initial Term”). Following the
Schedule Initial Term, this Schedule shall continue and remain in effect for additional like terms until otherwise terminated as
set forth below. The Schedule Initial Term and all renewal terms shall be referred to as the “Schedule Term.” The Products
may be used by Client for a period not to exceed the Schedule Term. Either party may terminate this Schedule for
convenience to be effective at the end of the then-current Schedule Term by providing written notice to the other party at least
ninety (90) days prior to the end of such Schedule Term, or for cause as otherwise set forth in Section 2 of the Agreement.
B. Product: The following subsets of Products may be ordered by Client under this Schedule and, where applicable, the
specific data elements to be provided to Client shall be set forth on an Order Form:
             Product                                              Subsets
             InfoBase-X Enhancement                               InfoBase-X Marketing File
                                                                  InfoBase-X Data for Discovery

             PersonicX                                            N/A

C. Fees. Unless stated otherwise herein, all fees applicable to the Products provided hereunder are annual license fees.
Additional Charges to use Interactive Delivery: A charge of $2.50 per 1,000 transactions will be charged on a monthly
basis.
D. Delivery Of The Product. Acxiom may provide the Products to Client: (1) by traditional delivery media (e.g., tape,
electronically via file transfer protocol), or (2), via Acxiom’s On-line Delivery System(s) also referred to as Interactive
Delivery (“System”), the delivery method shall be specified by the parties in the Order Form. Where delivery is to be
accomplished by option (2), the following shall apply:
   (1)       Delivery Via Acxiom On-Line Delivery System(s)
             a.    The following subsets of Products may be ordered by Client via On-Line Delivery System(s) under this
                   Schedule
                    Data Products:
                            InfoBase-X Enhancement (Consumer Enhancement Only)
                        • InfoBase-X Phone Append
                        • InfoBase-X Reverse Phone Append (RPA)
             b.    Certification. Prior to Client receiving on-line access to the Products, Acxiom must review and provide
                   certification approval of Client’s integration of the System connectivity, which approval Acxiom shall not be
                   unreasonably withheld. Such certification shall be conducted in accordance with Acxiom’s then-current
                   System certification documentation, which Acxiom may change from time to time in its sole discretion.
                   Acxiom shall provide a current copy of such documentation to Client and Client shall cooperate with Acxiom
                   in the certification process. Acxiom will perform the certification testing and will notify Client of acceptance
                   or nonconformance within a reasonable time period after the end of the certification process. The parties
                   agree that as part of the certification process, Acxiom may, in its sole discretion, disclose certain software
                   source code to Client. Client agrees that the code is provided on an “As Is” basis and ACXIOM MAKES NO
                   WARRANTIES, EXPRESS OR IMPLIED, HEREUNDER WITH RESPECT TO THE CODE INCLUDING,
                   BUT NOT LIMITED TO, WARRANTIES OF ACCURACY, COMPLETENESS, CURRENTNESS,
                   MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL



                                                                   6
                 ACXIOM BE LIABLE FOR ANY DAMAGES CLIENT MAY SUFFER FROM CLIENT’S USE OF THE
                 CODE.
            c.   Technical Support. Acxiom shall provide technical support to Client as described in Acxiom’s then-current
                 System Technical Support documentation, which Acxiom may change from time to time in its sole discretion.
                 Acxiom shall provide a current copy of such documentation to Client upon request. If there is any conflict
                 between such documentation or this Schedule and the Agreement, this Schedule and the Agreement shall
                 prevail.
E. Permitted Uses and Restrictions: In addition to the terms and conditions of the Agreement, the following permitted uses
and restrictions apply to Client’s use of all Products provided pursuant to this Schedule:
    (1) The Product may be used for Client’s marketing programs to consumers and businesses, including house file
         enhancements, mailing list screens, modeling and list analysis.
    (2) All marketing communications used in connection with any list or data element provided to Client shall (i) be devoid
         of any reference to any selection criteria or presumed knowledge concerning the intended recipient of such
         solicitation, or the source of the recipient’s name and address; (ii) comply with applicable federal and state laws, rules
         and regulations; and (iii) comply with applicable privacy policies and with the Direct Marketing Association
         Guidelines for Ethical Business Practices and (iv) be in good taste in accordance with generally recognized standards
         of high integrity.
    (3) Client agrees to furnish to Acxiom, if requested, two (2) copies of each mail piece or telemarketing script pertaining
         to use of the Product.
    (4) Upon termination of this Schedule, Client shall not be required to destroy any name, address or telephone number
         data from the Product where Client has independently verified such data by a means other than mere use of such data.
    (5) If Client receives consumer “lifestyle” data elements (e.g., hobbies, interests) as a part of the Products, such data shall
         not be used in connection with any telemarketing activities.
    (6) It is Client’s sole responsibility to ensure that the most current suppression information has been applied to its files
         before such files are used for marketing.
F. Additional Product-Specific Terms: The following additional terms and conditions shall apply to the following
Products:
    (1) Data for Discovery. When Client receives the “Data for Discovery” data package: (i) Client may only use such data
        or reports generated by Acxiom in connection therewith for the purposes of Client’s own internal analysis
        applications, and (ii) neither the file, reports, any model derived therefrom, nor the result of the application of any
        model will be sold, rented or otherwise provided by Client to any third party or used for mailing purposes in direct
        marketing campaigns.

                                                                 ###
                                                                                                                   Rev: January 2009




                                                                  7
                                              Schedule to Data Agreement
                                              (Form No. DUIBL-01-2009, as modified)

 Client:                                                                Data Agreement Date:
 Products:      Acxiom InfoBase-X® List                                 Schedule Effective Date:
The parties agree to the following additional terms and conditions related to the above-referenced Products. Capitalized terms
not defined in this Schedule shall have the meaning given them in the above-referenced Data Agreement between the parties
(the “Agreement”). This Schedule is not effective until (i) the corresponding Product is selected in the Agreement, (ii)
the Agreement is signed by both parties, and (iii) the Schedule is attached to the Agreement.
A. Term/Termination. The initial term of this Schedule shall begin on the Schedule Effective Date and shall continue for a
period of one (1) year or until the expiration of all active Order Forms if later (“Schedule Initial Term”). Following the
Schedule Initial Term, this Schedule shall continue and remain in effect for additional like terms until otherwise terminated as
set forth below. The Schedule Initial Term and all renewal terms shall be referred to as the “Schedule Term.” The Products
may be used by Client for a period not to exceed the Schedule Term. Either party may terminate this Schedule for
convenience to be effective at the end of the then-current Schedule Term by providing written notice to the other party at least
ninety (90) days prior to the end of such Schedule Term, or for cause as otherwise set forth in Section 2 of the Agreement.
B. Product. The following subsets of Products may be ordered by Client under this Schedule and the specific data elements
to be provided to Client from the Products are Name, Address and Telephone Number, or if otherwise applicable, the
specific data elements to be provided to Client shall be set forth on an Order Form.

           Products:                               Subset(s)
       InfoBase-X List                          Consumer List
                                                Residential Address List
                                                Real Property List
                                                Hot Lines: New Movers, New Homeowners, New Borrowers, Pre-Movers

C. Fees. Unless stated otherwise herein, all fees applicable to the Products provided hereunder are annual license fees.
D.     Permitted Uses/Restrictions. In addition to the terms and conditions of the Agreement, the following permitted uses
and restrictions apply to Client’s use of all Products provided pursuant to this Schedule:
    (1) The Product may be used for Client’s marketing programs to consumers and businesses, including house file
         enhancements, mailing list screens, modeling and list analysis.
    (2) All marketing communications used in connection with any list or data element provided to Client shall (i) be devoid
         of any reference to any selection criteria or presumed knowledge concerning the intended recipient of such
         solicitation, or the source of the recipient’s name and address; (ii) comply with applicable federal and state laws, rules
         and regulations; (iii) comply with applicable privacy policies and with the Direct Marketing Association Guidelines
         for Ethical Business Practices and (iv) be in good taste in accordance with generally recognized standards of high
         integrity.
    (3) Client agrees to furnish to Acxiom, if requested, two (2) copies of each mail piece or telemarketing script pertaining
         to use of the Product.
    (4) The Products may be rented for either one-time use or multiple use as specified in the Order Form. Telephone
         follow-up within sixty (60) days of mail drop is not considered second use. For telemarketing applications, one-time
         use is defined as usage within sixty (60) days of delivery. The Data is seeded to detect any unauthorized use or
         duplication thereof, and Client agrees not to remove seeds from its mailing lists. Client agrees to pay for the full
         multiple use charge for Client’s unauthorized additional use or duplication of the Products.
    (5) The Data shall be examined upon the delivery thereof and Client shall notify Acxiom in writing within thirty (30)
         days of delivery of any issues.
    (6) In no event shall Client display or distribute the Data publicly via electronic or digital media or channels.
    (7) It is Client’s sole responsibility to ensure that the most current suppression information has been applied to its files
         before such files are used for marketing.
                                                                ###                                      Rev: January 2009




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Description: Acxiom Data License Agreement document sample