These Accurate Append Service Terms (“Agreement”) govern your (“you”, “your”, or “Client”) use of and access to the Accurate Append Inc. (“Accurate Append”) services outlined in a statement of work, order form, or purchased through an online order portal offered or provided by Accurate Append that state they are governed by the terms of this Agreement. Access to and use of the Services are subject to your acceptance of the terms of this Agreement. You agree to abide by the terms of this Agreement by your continued access to and use of the Accurate Append website or platform (the “Site”).

We reserve the right to update, change or replace any part of the terms of this Agreement by posting updates and/or changes to the Site. It is your responsibility to check this page periodically for changes. If you object to any such modifications, your sole recourse shall be to cease using the Site and the Services. Your continued use of or access to the Site following the posting of any changes constitutes acceptance of those changes.  Accurate Append and Client, each, a “Party,” and together, the “Parties”.

1. Services. Client hereby engages Accurate Append as an independent contractor to provide the data append services set forth in the subscription proposal, order form, statement of work, or online order portal agreed by the Parties or in any additional subscription proposals agreed by the Parties in a signed writing (each a “Subscription Proposal”), and state they are governed by the terms and conditions set forth in this Agreement (collectively, the “Services”).
2. Service Access and Restrictions
   1. Service Access. Client can access the Services via API or Automated Batch.
      1. API. Client can access the Services via API by making calls to Accurate Append’s API. Integration details will be provided. Client may be issued a trial key for initial testing. Client’s subscription will start when the production API key is issued.
      2. Automated Batch. Client can access the Services via Automated Batch by posting its Client files to Accurate Appends secure FTP site. Encryption is available to all secure FTP users for encrypted file transmission.
   2. Compliance with Laws; Restrictions.
      1. Compliance with Laws. Client agrees to comply with all federal, state and/or local law related to or connected with providing, selling, licensing, and delivering information services and telecommunications services and products. Client assumes all liability and responsibility for its use of the Services in compliance with any federal, state or local laws, rules or regulations pertaining to the use of telephones, email, fax, automated telephonic equipment (e.g. “Predictive Dialer”) and other telephone and telecommunications products and services.
         
      2. “Do Not Call” Compliance. Accurate Append is not responsible for filtering or verifying the Client Content for parties listed on the Do Not Call Registry established by the Federal Trade Commission’s Telemarketing Sale Rule. If Client is advised by any party that they do not wish to receive communications from Client, then Client agrees to promptly add those parties to an internal company-specific Do Not Call List, and thereafter refrain from including such parties in any Client Content submitted by Client thereafter. Client is solely responsible for obtaining the consent of or a release from those persons or entities, to whom or to which Client intends to send communications using the Services. Client agrees to periodically review the list of recipients to be contacted, to contact only those persons who the Client is legally permitted to contact from Client's Client data, and only in the manner permitted, under federal, state, and local law.
         
      3. Restrictions on Use of Services. Client shall not use the Services, whether accomplished through electronic mail or otherwise, to: (i) send Spam (as defined below) or otherwise duplicative or unsolicited messages or posts in violation of applicable laws, including but not limited to sending messages to purchased or rented lists or other recipients who have not specifically opted in to receive such messages; (ii) send or store infringing, obscene, threatening, libelous, harassing or otherwise unlawful or tortious material, including material harmful to children or which violates a third party’s privacy rights; or (iii) send or store material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs.
         
         “Spam” means: (1) an electronic message as to which: (a) the recipient’s personal identity and context are irrelevant because the message is equally applicable to many other potential recipients; and (b) the recipient has not verifiably granted deliberate, explicit, and still-revocable permission for it to be sent; or (2) any message the sending of which would violate U.S. or non-U.S. laws or regulations governing sending of emails to multiple recipients, including but not limited to the U.S. CAN-SPAM Act, the Canadian Anti-SPAM Legislation know as Telecom Regulatory Policy CRTC 2012-183, Council Directive 2002/58/EC, of the European Parliament and of the Council of 12 July 2002 Concerning the Processing of Personal Data and the Protection of Privacy in the Electronic Communications Sector (Directive on Privacy and Electronic Communications) (as amended by Council Directive 2009/136/EC), and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation)(“GDPR”).
3. Fees and Payment Terms
   1. Initial Term. The term of this Agreement shall commence on the Effective Date and expire at the end of the term set forth in the Subscription Proposal entered into contemporaneously with this Agreement (the “Initial Term”). On expiration of the Initial Term, this Agreement shall automatically renew for additional period(s) for the same duration as the Initial Term (each a “Renewal Term”), unless earlier terminated as set forth in Section 4.2 below or as set forth in any Subscription Proposal.
      1. Client shall pay Accurate Append the fees stated in any applicable Subscription Proposal (the “Fees”). All Fees or other terms related to Fees are Confidential Information as defined in Section 8, and Client agrees not to disclose them to any third party, except its attorneys and/or accountants, as warranted. Client acknowledges and agrees that the Fees may be updated at any time by Accurate Append upon thirty (30) days prior written notice to Client.
         
      2. Payment Terms. All Fees shall be due and payable as set forth in any applicable Subscription Proposal. Except in the event of a good faith dispute over Fees, which is evidenced in writing by notice from Client to Accurate Append within thirty (30) days of Accurate Append’s invoice therefor (a “Good Faith Claim”), any Fees received by Accurate Append after the due date shall be subject to a late fee equal to one and one-half percent (1.5%) per month, or, if less, the maximum amount allowed by applicable law. Client shall also be responsible for any and all collections fees, including reasonable attorney’s fees, costs of suit, expert fees, deposition fees and court costs, incurred by Accurate Append to collect any sums due hereunder. In the event of a Good Faith Claim, Client shall promptly make payment on all Fees under the applicable invoice not subject to the Good Faith Claim, and proceed diligently to resolve the dispute with Accurate Append, including elevation of the issue to executive-level authorized representatives of Client. Unless otherwise agreed in writing, Accurate Append’s acceptance of partial payments shall not waive any of Accurate Append’s rights to full payment or other remedies.
4. Term and Termination.
   1. Initial Term. The term of this Agreement shall commence on the Effective Date and expire at the end of the term set forth in the Subscription Proposal entered into contemporaneously with this Agreement (the “Initial Term”). On expiration of the Initial Term, this Agreement shall automatically renew for additional period(s) for the same duration as the Initial Term (each a “Renewal Term”), ”), unless a party provides notice of termination in writing (including by e-mail) at least sixty (60) days prior to the expiration of the current Term. Pricing for Renewal Terms may be increased by up to three percent (3%) over the pricing for the prior term, in Accurate Append’s discretion.
   2. Notwithstanding the foregoing, Accurate Append may terminate this Agreement, effective only upon the expiration of the then-current Term, by notifying Customer in writing at least thirty (30) days prior to the end of the current Term, or as set forth in Section 4.2 below or as set forth in any Subscription Proposal.
   3. Termination
      1. For Cause. Either Party (the “Non-Breaching Party”) may terminate this Agreement, or any placement that is affected by a material breach, in the event that the other Party (the “Breaching Party”) has materially breached this Agreement, and such breach has continued for fifteen (15) days (the “Cure Period”) after written notice is provided to the Breaching Party by the Non-Breaching Party. Any such notice provided must describe the alleged material breach in sufficient detail to put the Breaching Party on notice.
5. Client Content; Security
   1. Client Content. As between Client and Accurate Append, Client shall retain all rights, title, and ownership in the Client Content (as defined below). Client, not Accurate Append, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership or right to use all Client Content, and Accurate Append shall not be responsible or liable to monitor, correct, delete or restore any Client Content that has been created, damaged, destroyed or lost by Client, or that Client has failed to properly save or store, in its use of the Services. “Client Content” means any data, information, or material provided or submitted by or on behalf of Client. Client Content input data typically includes, but is not limited to, first name, last name, street address, city, state, and postal code.
   2. Security. Client understands that data minimization is an information security best practice. Therefore, Client agrees to only submit personally identifiable information (“PII”) to Accurate Append where necessary for performance of the Services. Accurate Append shall comply with all applicable statutes, regulations, ordinances and official governmental directives for protecting the privacy of PII in Client Content. “PII” means any information that alone, or in combination with other information that the organization has, or is likely to have access to, can or does identify a living person, or can be directly linked to a living person. Examples of PII include, but are not limited to: name; name of parents or other family members, including maiden name of the person’s mother; address of the person or their family; telephone number; and indirect identifiers, including date of birth, place of birth, email, social media address or other electronic address. In the case of any legal or regulatory obligation of Accurate Append to disclose Client Content, to the extent permitted by law, Accurate Append shall (i) promptly notify Client; (ii) limit any disclosure to the minimum required by law; and (iii) to the extent possible, request that such information be kept confidential.
   3. Sensitive PII. Client hereby represents, warrants, and covenants that the Client Content shall not contain any Sensitive PII. “Sensitive PII” means categories of PII that are subject to specific requirements under U.S. or non-U.S. law and that applicable laws either define as sensitive or consider sensitive because unauthorized disclosure could cause serious harm to the person who is the subject of the PII. Examples of Sensitive PII include, but are not limited to: Social Security, Driver’s License, Taxpayer Identification, Passport, or other government identification numbers; any information regarding an individual’s medical history, mental or physical condition, or medical treatment or diagnosis by a health care professional (including genetic data); financial account information, including checking/savings account, credit or debit card numbers, or other information that would permit access to a person’s financial account or resources; health insurance policy or subscriber identification number; and race or ethnic origin.
   4. Security of Client Content. Accurate Append does not cache any Client Content 14 days beyond the append and Client Content is never made available to any third party or used for any purpose other than to complete the Services ordered by the Client. All Client files, both Client Content (input) and Client’s appended files (output), can be programmed to be deleted immediately following retrieval of completed file by the Client. Such Client files will only be deleted if Accurate Append’s receives a written request from Client that such data should be deleted.
      
      Accurate Append agrees to implement the technical and organizational measures set forth at https://www.accurateappend.com/privacy-policy to ensure the security of Client Content while it is held, stored or used by Accurate Append.
      
      Accurate Append further agrees that it will monitor and test its data safeguards from time to time, and further agrees to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Accurate Append suspects or becomes aware of any unauthorized access to any Client Content  by any unauthorized person or third party, or becomes aware of any other security breach relating to Client Content data held or stored by Accurate Append under this Agreement or in connection with the performance of the services performed under this Agreement, Accurate Append shall immediately notify Client in writing and shall fully cooperate with Client at Accurate Append’s expense to prevent, mitigate, rectify or stop such data breach (“Data Breach”). In the event of such Data Breach, Accurate Append shall fully and immediately comply with applicable laws and shall take the appropriate steps to remedy such Data Breach.
      
      All Client Content to which Accurate Append has access under this Agreement, as between Accurate Append and Client, will remain the property of Client. Client hereby consents to the use, processing and/or disclosure of Client Content only for the purposes described herein and to the extent such use or processing is necessary for Accurate Append to carry out its duties and responsibilities under this Agreement, or as required by law. All Client Content delivered to Accurate Append shall be stored in the United States and shall not be transferred to any other countries or jurisdictions without the prior written consent of Client.
      
      
6. Limitation of Liability; Indemnification
   1. Accurate Append’s Indemnification Obligations. In the event of (a) any material breach by Accurate Append of this Agreement, or (b) the gross negligence or willful misconduct on the part of Accurate Append or its employees, agents, or representatives, Accurate Append agrees to indemnify Client and hold Client harmless from any and all damages, claims, and/or losses resulting from or related to any such breach, or gross negligence or willful misconduct, including, without limitation, reasonable attorneys’ fees and expenses, incurred by Client.
   2. Client’s Indemnification Obligations. In the event of any breach by Client of this Agreement, or in the event of negligence or willful misconduct on the part of the Client or its employees, agents or representatives, Client agrees to indemnify Accurate Append and its officers, directors, employees, and agents (hereafter the “Representatives”) and hold Accurate Append and its Representatives harmless from any and all damages, claims, costs, or losses resulting, directly or indirectly, from or related to any such breach, or negligence or willful misconduct, including, without limitation, reasonable attorneys’ fees and expenses, incurred by Accurate Append.
   3. Limitation of Liability. Except as specifically set forth herein, in no event shall either party be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential, or other damages of any type or kind (including cost of cover, business interruption, loss of data, revenue, profits, use, or other economic advantage) arising out of, or in any way connected with the Services provided hereunder, including but not limited to the use or inability to use the Services, or for any content obtained from or through the Services, any interruption, inaccuracy, error, or omission, regardless of cause in the content, in connection with or arising out of the furnishing, performance or use of Services or deliverables, whether alleged as a breach of contract or tortious conduct, including negligence, even if the party from which damages are being sought or such party’s licensors have been previously advised of the possibility of such damages. Notwithstanding anything to the contrary in this Agreement, Accurate Append’s total liability in any event is limited to the amount, if any, actually paid for use of the Services in the twelve (12) months preceding the claim, and Client hereby releases Accurate Append and its Representatives (as defined below) from any and all obligations, liabilities, and claims in excess of this limitation.
7. Warranties; Disclaimers
   1. Warranties. The Services provided by Accurate Append pursuant to the terms of this Agreement shall be performed in a professional and workmanlike manner in accordance with recognized industry standards. In the event that Services provided hereunder fail to conform to the foregoing warranty, company’s sole obligation, and Client’s sole remedy, in addition to Client’s right to terminate in accordance with Section 4.2, shall be for Accurate Append to use commercially reasonable efforts to correct such nonconformity.
      
   2. DISCLAIMERS. ACCURATE APPEND EXERCISES NO CONTROL WHATSOEVER OVER THE CLIENT CONTENT OR ANY OTHER INFORMATION PASSED THROUGH THE SERVICES BY CLIENT, OR OVER PROVIDERS OF THIRD-PARTY SERVICES WHO CAN VIEW, MODIFY, OR ACCESS THE SERVICES WITH OR WITHOUT CLIENT’S AUTHORIZATION. ACCURATE APPEND DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS OBTAINED BY CLIENT OR USERS IN USING THE SERVICES, OR THAT THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, OR THAT THE SERVICES WILL OPERATE IN COMBINATION WITH HARDWARE, SOFTWARE, SYSTEMS, OR DATA, INCLUDING, BUT NOT LIMITED TO, ANY EMAIL MARKETING SOFTWARE (FOR EXAMPLE, MAILCHIMP OR CONSTANT CONTACT), OTHER THAN AS IDENTIFIED IN THIS AGREEMENT, OR THAT THE SERVICES WILL MEET CLIENT’S OR ANY USER’S REQUIREMENTS.
8. Confidentiality. During the Term of this Agreement, either Party (as the "Disclosing Party") may disclose or make available to the other Party (as the "Receiving Party") information about its business affairs and services, confidential information and materials comprising or relating to Intellectual Property, trade secrets, third-party confidential information, and other sensitive or proprietary information, as well as the terms of this Agreement, whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information") Any and all such information obtained by either shall be deemed to be confidential and proprietary information. Both Parties hereby agree to hold such information in strict confidence and not to disclose such information to third parties or to use such information for any purposes whatsoever other than the providing of Services under this Agreement without the express written consent of the other Party.
9. Governing Law and Venue. This Agreement shall be governed by and construed under the laws of Washington State, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any other jurisdiction. Venue for all purposes shall be in the appropriate courts located in King County, Washington and each party hereby consents to the jurisdiction of such courts.
10. Disputes. The parties shall attempt to resolve any and all disputes or claims arising out of this Agreement through mutually cooperative negotiation in good faith. If negotiation is unsuccessful, the matter may then be submitted to mediation.  If mediation is unsuccessful, the matter shall be fully and finally settled by arbitration with a recognized Alternative Dispute Resolution (“ADR”) group in King County, Washington by an arbitrator chosen in accordance with the ADR rules, and the judgment upon award may be entered in any court having jurisdiction thereof.  The attorneys’ fees and costs of dispute resolution shall be borne by the losing party unless the parties stipulate otherwise or in such proportions as the mediator or arbitrator shall decide.
11. Miscellaneous
    1. Successors and Assigns. The benefits of this Agreement shall inure to the respective successors and assigns of the Parties and their Representatives, and the obligations and liabilities assumed in this Agreement by the Parties shall be binding upon their respective successors and assigns.
    2. Independent Contractors. The Parties each acknowledge and agree that they are entering into this Agreement as independent contractors and nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, fiduciary, or employment relationship between Accurate Append and Client.
    3. Force Majeure. Accurate Append will not be responsible for failure or delay in fulfilling its obligations to Client hereunder if such failure or delay is due to labor disputes and strikes, fire, riots, war, acts of God or any other causes beyond control of Accurate Append.
    4. Notices. Any notice intended for either party shall be deemed to be validly given if it is in writing and is sent by mail or courier service or hand-delivered to such party's address as set forth in a Subscription Proposal, or to any other address which the party in question may have indicated in writing to the other party. A copy of any notice sent by e-mail shall also be sent whenever possible
    5. No Waiver. No delay or failure by either party in exercising, protecting or enforcing any of its rights, interests or remedies hereunder, and no course of dealing or performance with respect thereto, shall constitute a waiver thereof. The express waiver by a party of any right, interest or remedy in a particular instance shall not constitute a waiver thereof in any other instance.  All rights and remedies shall be cumulative and not exclusive of any other rights or remedies. Accurate Append shall not be required to give notice to enforce strict adherence to all terms of this Agreement.
    6. Severability. If any provision of this Agreement is declared to be invalid or unenforceable, the validity and enforceability of the remaining provisions will not be affected. The invalid or unenforceable provision will be deemed modified to the extent necessary to render it valid and enforceable, and if no modification may render so, this Agreement will be construed as if not containing such provision.
    7. Entire Agreement; Amendment. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements with respect to the subject matter hereof. No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same or other provisions of this Agreement.
    8. Titles and Headings. Titles and headings used in this Agreement are for convenience only and shall not be used to limit, expand or interpret the language used thereunder.
    9. Authority. The Parties affirm that the individuals executing this Agreement have the authority to bind the Parties to the terms hereof.