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Append Terms | List Rental Terms | SMS Terms and Conditions
1. Append Services
Within three (3) days of executing the DigDev Direct invoice (hereinafter the “Invoice”), by reference herein, Client shall deliver to DigDev Direct the Customer Database, defined as a compilation of records, each consisting of the first and last name and full physical address of a customer of Client. DigDev Direct shall provide an email address, when available, matching each corresponding record, and shall return the Customer Database to Client in a commercially expeditious manner, or as otherwise specified in the Invoice. DigDev Direct shall not transfer the Customer Database to any third party, nor use the Customer Database, for any purpose other than as provided in these Terms and Conditions or the Invoice.
2. Payment
Client shall pre-pay in full the fees set forth in the Invoice. Such fees shall be calculated by multiplying the indicated rate by the number of email addresses DigDev Direct matches and appends to the Customer Database. If Client fails to pay the full amount of the charges detailed in any Invoice by the earlier of fifteen (15) days after receipt of such Invoice DigDev Direct reserves the right not to forward the append file to that client.
3. Delivery
Due to the natural attrition of data, any append data that has been verified through the mailing of the client’s welcome letter by DigDev Direct, Inc. that is found to be undeliverable within 5 business by the client, will be replaced with new data by DigDev Direct, Inc. at no additional cost to the client. If no valid replacements can be supplied, the client will receive a company credit. All data deemed undeliverable by the client must be returned directly to DigDev Direct, Inc. at returns@DigDev Direct.com to verify such undeliverability.
DigDev Direct, Inc. reserves the right to deny credit to the client for any and all files sent to the client that have not gone through the process of a welcome letter verification.
4. Indemnification
a. By Client – Client shall indemnify, defend, and hold harmless DigDev Direct against all third party claims, actions, and liabilities (including all reasonable costs, expenses, and attorneys’ fees) arising from or in connection with: (i) Client’s sale or resale of, promotion of, or misrepresentation about the Client Database; (ii) Client’s breach of any of its obligations, representations, or warranties under these Terms and Conditions (including those set forth in the Invoice); and (iii) any allegation that the Customer Database and/or any communication with the Customer Database violates any third party’s Intellectual Property Rights or privacy rights. DigDev Direct shall promptly notify Client in writing of all such claims and shall accommodate Client’s reasonable requests for cooperation and information.
b. By DigDev Direct– DigDev Direct shall indemnify, defend, and hold harmless Client against all third party claims, actions, and liabilities (including all reasonable costs, expenses, and attorneys’ fees) arising from or in connection with: (i) DigDev Direct’s misuse of the Client Database in violation of these Terms and Conditions; and (ii) DigDev Direct’s breach of any of its obligations, representations, or warranties under these Terms and Conditions. Client shall promptly notify DigDev Direct in writing of all such claims and shall accommodate DigDev Direct’s reasonable requests for cooperation and information.
5. WARRANTIES
DigDev Direct MAKES NO WARRANTY WHATSOEVER AS TO THE EMAIL ADDRESSES, EXPRESS OR IMPLIED. DigDev Direct EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES THAT COULD BE IMPLIED IN CONTRACT, IN LAW OR IN EQUITY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, OR PERFORMANCE OR ARISING FROM USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE.
6. LIMITATION OF LIABILITY
IN NO EVENT SHALL DigDev Direct BE LIABLE FOR INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE LOSS, DAMAGE, OR EXPENSE (INCLUDING LOST PROFITS). THE LIMIT OF DigDev Direct’S LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT OR BY STATUTE, OR OTHERWISE) FOR ANY AND ALL CLAIMS RELATED TO THESE TERMS AND CONDITIONS OR THE INVOICE SHALL NOT IN THE AGGREGATE EXCEED THE FEES PAID TO DigDev Direct UNDER THE INVOICE.
7. Force Majeure
Neither party shall be liable for delays or nonperformance of these Terms and Conditions, or the accompanying Invoice, caused by strike, fire, or accidents, nor shall either party be liable for delay or nonperformance caused by lack of availability of materials, fuel, or utilities or for any other cause beyond its control.
8. Assignment
Neither party may assign its rights or obligations under these Terms and Conditions without the prior written consent of the other party.
9. Relationship of the Parties
The parties are independent contracting entities, and there is no employment, partnership, or agency relationship between them.
10. Entire Agreement
Except as modified or supplemented by a writing executed by both parties, the Terms and Conditions described herein and in the Invoice are the only representations, warranties, and understandings between the parties with respect to the products and/or services described herein. In the event of any conflict between these Terms and Conditions and any other document (including, without limitation, the Invoice and any Client invoice, insertion order, or purchase order), the provisions of these Terms and Conditions shall govern.
11. Disputes
Each party hereby waives any right to a trial by jury in the event of any controversy or claim relating to these Terms and Conditions. The law of the State of Florida shall apply to any resulting claim or action, and the exclusive jurisdiction and venue for any proceeding brought pursuant to these Terms and Conditions shall be Broward County, Florida.
12. Severability
Should any provisions of these Terms and Conditions be found invalid or unenforceable, all such provisions are to be enforced to the maximum extent permitted by law, and beyond such extent shall be deemed severed from these Terms and Conditions without affecting the validity or enforceability of any other provision.
13. Headings
The headings of these Terms and Conditions are for convenience only and shall not be used to
construe the meaning of this Agreement.
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