Append Terms | List Rental Terms | SMS Terms and Conditions

1. Append Services

Within three (3) days of executing the NewZDesk.com invoice (hereinafter the “Invoice”),   by reference herein, Client shall deliver to NewZDesk.com 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.  NewZDesk.com 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.  NewZDesk.com 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 NewZDesk.com 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 NewZDesk.com 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 NewZDesk.com, Inc. that is found to be undeliverable within 5 business by the client, will be replaced with new data by NewZDesk.com, 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 NewZDesk.com, Inc. at returns@NewZDesk.com.com to verify such undeliverability.
NewZDesk.com, 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 NewZDesk.com 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.  NewZDesk.com shall promptly notify Client in writing of all such claims and shall accommodate Client’s reasonable requests for cooperation and information.
b.      By NewZDesk.com– NewZDesk.com 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) NewZDesk.com’s misuse of the Client Database in violation of these Terms and Conditions; and (ii) NewZDesk.com’s breach of any of its obligations, representations, or warranties under these Terms and Conditions.  Client shall promptly notify NewZDesk.com in writing of all such claims and shall accommodate NewZDesk.com’s reasonable requests for cooperation and information.

5. WARRANTIES

NewZDesk.com MAKES NO WARRANTY WHATSOEVER AS TO THE EMAIL ADDRESSES, EXPRESS OR IMPLIED.  NewZDesk.com 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 NewZDesk.com BE LIABLE FOR INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE LOSS, DAMAGE, OR EXPENSE (INCLUDING LOST PROFITS).  THE LIMIT OF NewZDesk.com’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 NewZDesk.com 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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