Terms and Conditions
If sales tax was not charged by Cole Information on your purchase,
it is your responsibility as a purchaser in your state to determine, report, and submit any use taxes due to your state.
PLEASE NOTE OUR TERMS ARE NET 30 DAYS FROM DATE OF INVOICE. Any discrepancies must be
addressed within 15 days. Logging in more than twice or downloading more than 2,000 records within the first 30 days renders our
30-day money back guarantee null & void. All sales are subject to industry standard Terms and Conditions. A finance charge of 1.5%
per month, 18% APR, may be assessed on past due balances.
By accepting these terms you are agreeing that Cole Information is authorized to charge you a subscription fee at the then current
rate to the Payment Method you provided. The fee will be billed at the beginning of your subscription and each period thereafter
unless and until you cancel your product or we terminate your subscription.
Subscriptions must be cancelled no later than 5 days prior to renewal date in order to avoid billing of the next cycles subscription
fees. Monthly payments are nonrefundable and there are no refunds or credits for partially used periods regardless of usage.
This Agreement contains the standard terms and conditions for Cole Information Services
("Cole") licensing of consumer and/or business data in fixed media Directories for reference and/or marketing purposes
(hereinafter referred to as the "Services").
The term of this Agreement shall begin upon the Effective Date set forth below and shall
continue in effect until the termination or expiration of this Agreement or any supplementary Schedules issued pursuant to this
Agreement, unless earlier terminated in accordance herewith.
Cole hereby grants to Client a limited, non-exclusive, nontransferable license for the
term of this Agreement, to use the data ("Cole Data") provided in conjunction with the Services solely for the permitted uses
and in accordance with the other terms and conditions of this Agreement ("Data License"). This Data License is granted strictly
to Client for the purposes expressly set forth in this Agreement. For purposes of this Agreement, any companies affiliated with
Client shall be considered third parties with respect to use of, or access to, the Licensed Data.
Client will pay Cole for the Services in the amounts agreed upon and set forth
in the attached Schedule A-Pricing Document ("Schedule A"). Unless otherwise provided in the attached Schedule A, Cole shall have
the right to revise or amend the pricing by providing thirty (30) days prior written notice to Client before such revision or
amendment becomes effective. Cole’s invoices will be deemed to be correct and acceptable to Client unless Client advises Cole
of disputed items with ten (10) days of their receipt. Payments shall be made to Cole within thirty (30) days of invoice date.
If Client fails to pay any invoice in accordance with the foregoing terms, Client shall also pay interest on the unpaid amount
at the lesser of one and one-half percent (1.5%) per month or the maximum amount allowed by law. The prices and rates for the
Services do not include either shipping costs or applicable federal, state, local, or foreign sales or use taxes, and Client
will pay or reimburse Cole for such shipping costs and taxes.
Under no circumstances will Client resell or otherwise disclose to any
other person, other than employees, contractors or agents whose duties reasonably relate to the lawful business purpose for
which the Services were obtained, any of the Services or COLE Data that COLE delivers to Client. Client hereby acknowledges
that the Services and/or COLE Data provided include personal information pertaining to individual consumers, and requires
that Client treat such information responsibly and take reasonable steps to maintain appropriate confidentiality and to
prevent unlawful dissemination or misuse by its employees, officers, agents or any other person with access to such information.
The Services and COLE Data shall only be used as expressly authorized in this Agreement.
Client agrees to comply with all federal, state and local laws, rules
and regulations applicable to its receipt and use of COLE Data. COLE reserves the right to revise the terms, or conditions,
or pricing under this Agreement, or the Services (including without limitation the right to withdraw or restrict affected
COLE Data), including the right to impose reasonable restrictions and/or requirements, to meet any requirement imposed by
federal, state, or local law, rule or regulation, or to address matters concerning privacy and confidentiality, upon reasonable
notice to Client, when possible under the law. Client agrees to strictly comply with such restrictions and/or requirements.
Client acknowledges that COLE and/or its data
supplier(s) have expended substantial time, effort and funds to create and deliver the Services and compile various databases.
Accordingly, nothing contained in this Agreement shall be deemed to convey to Client or to any other party any ownership
interest in or to intellectual property of COLE Data provided in connection with the Services.
If either party is in material breach of this Agreement,
the non-breaching party may terminate this Agreement, as applicable, provided such breach is not cured within ten
(10) days following written notice of such breach. Notwithstanding the foregoing, this Agreement may be terminated
by COLE immediately upon written notice to Client if in COLE’s reasonable good faith judgment any Services and/or
COLE Data provided to Client are being used or disclosed contrary to this Agreement. In the event that this Agreement
is terminated as a result of the breach, the non-breaching party shall, in addition to its rights of termination, be
entitled to pursue all other remedies against the breaching party subject to the terms of this Agreement. Termination
of this Agreement shall not relieve Client of its obligation to pay for any Services performed or provided by COLE
under this Agreement or any Schedule.
The following data restrictions apply only to the COLE Data.
Unless otherwise agreed, and reflected in Schedule A, Client is permitted to use
the COLE Data for one of the following purposes: (i) direct mail, ii) conducting telephone solicitations, or iii) conducting
telephone or direct mail surveys.) Upon Termination of this Agreement for any reason, all previously authorized use as
described herein shall cease and Client shall, at COLE’s request, promptly return to COLE.
Client agrees that it will not, (i) copy or otherwise reproduce any COLE
Data except as necessary for back up or security purposes, (ii) resell, or otherwise provide or disclose to any third party,
any COLE Data, in whole or in part, for any purpose whatsoever, and/or (iii) attempt, directly or indirectly, to discover or
reverse engineer any confidential and proprietary criteria and/or methodology developed or used by COLE in performing the Services.
Client agrees that it will use the COLE Data provided under this Agreement for
(reference and/or marketing) purposes only, in accordance with applicable federal, state and local laws, industry guidelines
including but not limited to Direct Marketing Association Guidelines (www.the-dma.org), Client’s own privacy policies and in
a manner that gives due consideration to matters concerning privacy and confidentiality. Client will not in any marketing
communication with any consumer utilizing COLE Data refer to any selection criteria or presumed knowledge about the recipient.
The COLE Data may not, (i) be merged or incorporated with any other non-Client third party file without the express written
consent of COLE, (ii) be used to enhance a file or list owned by any third party, (iii) be used to develop any file, list,
enhancement or other product, (iv) and/or to prepare, publish, clean or maintain any directory. Client shall not grant access
to the COLE Data to individuals incarcerated in prisons or correctional institutions. Client shall not combine any COLE Data
with any personally identifiable consumer data collected online unless the subject consumer has been given adequate notice and
choice with respect to such use, and Client has complied with and continues to comply with such notice.
Client shall not use COLE Data or Services in any electronic solicitation or
internet application without the prior written consent of COLE.
Upon request, Client will provide COLE with a copy of all components of any
direct marketing offer, including without limitation all mail pieces, letters, inserts and envelopes or any telephone script
("market communication pieces") for review and approval prior to conducting any associated solicitation or survey utilizing
COLE Data. Such review shall be for the purpose of ensuring consistency with the restrictions set forth in this Agreement.
COLE may suspend or cancel Services where Client fails to comply with this requirement.
Client shall provide for the physical security of COLE Data provided for Services
with the same degree of care (provided that such is a reasonable degree of care) that Client uses to protect Client’s own
most sensitive data. Following any termination of this Agreement, Client shall destroy or return to COLE all COLE Data
provided under this Agreement.
Client understands that COLE Data has not been collected for credit purposes and is
not intended to be indicative of any consumer’s credit worthiness, credit standing, credit capacity, or other characteristics
listed in Section 603(d) of the Fair Credit Reporting Act ("FCRA"), 15 USC Section 1681a. Client represents and warrants that
it shall not use any COLE Data as a factor in establishing any consumer’s eligibility for (i) credit or insurance used primarily
for personal, family or household purposes, (ii) employment purposes, or (iii) other purposes authorized under Section 604 of
the FCRA, 15 USC Section 1681b or any similar statute.
Client acknowledges that certain laws, rules and regulations restrict
telemarketing activities, including those that permit consumers to give notice that they do not wish to receive telephone
solicitation calls. Due to the varying and changing nature of such laws, rules and regulations and the nature of Client’s
intended use of (COLE Data within fixed media), COLE makes no warranty that the names or telephone numbers of such individuals
have been identified on or deleted from the COLE Data and shall have no liability with respect thereto.
COLE warrants to Client that COLE will use commercially reasonable
efforts to deliver the Services and/or COLE Data in a timely manner. Because the Services and/or COLE Data involve conveying
information provided to COLE by other sources, COLE cannot and will not, for the fee charged for the Services and/or COLE
Data, be an insurer or guarantor of the accuracy or reliability of the Services and/or COLE Data. THE WARRANTY IN THE FIRST
SENTENCE OF THIS PARAGRAPH IS THE ONLY WARRANTY COLE HAS GIVEN CLIENT WITH RESPECT TO THE SERVICES and/or COLE DATA. COLE
MAKES NO REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, ANY COLE DATA, OR ANY OTHER MATERIALS
(TANGIBLE OR INTANGIBLE) SUPPLIED BY COLE HEREUNDER, AND COLE HEREBY EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES
WITH RESPECT THERETO, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES AS TO THE ACCURACY, COMPLETENESSS OR CURRENTNESS OF ANY
DATA OR ANY IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
Client acknowledges that COLE does not undertake a separate
investigation for each inquiry or request for Services and/or COLE Data made by Client. Client also acknowledges that
the prices COLE charges for the Services and/or COLE Data are based upon COLE’s expectation that the risk of any loss or
injury that may be incurred by use of the Services and/or COLE Data will be borne by Client and not COLE. Client therefore
agrees that it is responsible for determining that the Services and/or COLE Data are in accordance with COLE’s obligations
under this Agreement. If Client reasonably determines that the Services and/or COLE Data do not meet COLE’s obligations
under this Agreement, Client shall so notify COLE in writing within ten days after receipt of the Services and/or COLE Data
in question. Client’s failure to so notify COLE shall mean that Client accepts the Services and/or COLE Data as is. If
Client so notifies COLE within ten days after receipt of the Services and/or COLE Data, then, unless COLE reasonably
disputes Client’s claim, COLE shall, at its option, either reperform the Services in question or issue Client a credit
for the amount Client paid to COLE for the nonconforming Services, and/or re-deliver the COLE Data. COLE’S REPERFORMANCE
OF THE SERVICES OR RE-DELIVERY OF THE COLE DATA, OR THE REFUND OF ANY FEES CLIENT HAS PAID FOR SUCH SERVICES OR COLE
DATA, SHALL CONSTITUTE CLIENT’S SOLE REMEDY AND COLE’S MAXIMUM LIABILITY UNDER THIS AGREEMENT. IF NOTWITHSTANDING THE
ABOVE, LIABILITY IS IMPOSED ON COLE, THEN CLIENT AGREES THAT COLE’S TOTAL LIABILITY FOR ANY OR ALL OF CLIENT’S LOSSES
OR INJURIES FROM COLE’S ACTS OR OMISSIONS UNDER THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE LEGAL OR EQUITABLE RIGHT
CLAIMED TO HAVE BEEN VIOLATED, SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT TO COLE UNDER THIS AGREEMENT FOR THE PARTICULAR
SERVICES OR COLE DATA WHICH ARE THE SUBJECT OF THE ALLEGED BREACH DURING THE SIX MONTH PERIOD PRECEDING THE ALLEGED
BREACH BY COLE. CLIENT COVENANTS THAT IT WILL NOT SUE COLE FOR ANY AMOUNT GREATER THAN SUCH AMOUNT. NOTWITHSTANDING ANY
OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL,
INDIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES TO BUSINESS REPUTATION,
LOST BUSINESS, OR LOST PROFITS), WHETHER FORESEEABLE OR NOT AND HOWEVER CAUSED, EVEN IF SUCH PARTY IS ADVISED OF THE
POSSIBILITY THAT SUCH DAMAGES MIGHT ARISE.
Either party may waive compliance by the other party with any covenants or
conditions contained in this Agreement, but only by written instrument signed by the party waiving such compliance.
No such waiver, however, shall be deemed to waive any other circumstance or any other covenant or condition not expressly
named in the written waiver.
Any dispute arising out of or relating to this Agreement or any
Schedule shall be resolved in a binding arbitration under the auspices of the American Arbitration Association in Nebraska.
In addition to all other rights and remedies a party may have, the prevailing party in any arbitration or legal action shall
be entitled to an award of its reasonable attorneys’ fees and costs. This binding arbitration provision shall not, however,
prevent either party from seeking equitable or injunctive relief, or from pursuing an action to collect unpaid amounts due
under this Agreement, in a court of competent jurisdiction
COLE will have the right to audit Client’s and any of its agent’s use of the Services
and/or COLE Data to assure compliance with the terms of this Agreement. Client will be responsible for assuring full
cooperation with COLE in connection with such audits and will provide COLE or obtain for COLE access to such properties,
records and personnel as COLE may reasonably require for such purpose.
This Agreement will be binding upon and will inure to the benefit
of the parties hereto and their respective heirs, representatives, successors and permitted assignees. This Agreement may
not be assigned, transferred, shared or divided in whole or in part by Client without COLE’s prior written consent.
Neither party shall be liable for any delay or failure in its performance
under this Agreement (except for the payment of money) if and to the extent which such delay or failure is caused by events
beyond the reasonable control of the party including, without limitation, acts of God, public enemies, or terrorists, labor
disputes, equipment malfunctions, material or component shortages, supplier failures, embargoes, rationing, acts of local,
state or national governments or public agencies, utility or communication failures or delays, fire, earthquakes, flood,
epidemics, riots and strikes. If a party becomes aware that such an event is likely to delay or prevent punctual performance
of its own obligations, the party will promptly notify the other party and use its best effort to avoid or remove such
causes of nonperformance and to complete delayed job whenever such causes are removed.
This Agreement is governed by and construed in accordance with the internal
substantive laws of the State of Nebraska.
All notices, requests and other communications hereunder shall be in writing and
shall be deemed delivered at the time of receipt if delivered by hand or communicated by electronic transmission, or, if
mailed, three (3) days after mailing by first class mail with postage prepaid. Notices to COLE and Client shall be addressed
to the addresses provided below each party’s signature, or to such other address as either party shall designate in writing
to the other from time to time.
This Agreement, sets forth the entire understanding of Client and COLE
with respect to the subject matter hereof and supersedes all prior letters of intent, agreements, covenants, arrangements,
communications, representations, or warranties, whether oral or written, by any officer employee, or representative of either
party relating thereto. Neither party is relying on any statement, representation or warranty which is not set forth in this Agreement.
This Agreement may only be amended in writing signed by authorized representatives
of both parties.
The provisions of Sections 5-12, 15 and 19, in addition to any other provisions of
this Agreement or any Schedule that would normally survive termination, shall survive termination of this Agreement for any reason.
Each party represents that the person signing this Agreement has all right,
power and authority to sign this Agreement or any Schedule on behalf of such party.