THIS IS A LEGAL AGREEMENT. BY USING ANY SERVICE PROVIDED BY RESPONSE MAKERS, LLC., YOU ACCEPT
AND AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE
AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS.
BACKGROUND
WHEREAS, CLIENT ENTERED INTO AN AGREEMENT FOR SERVICE WITH RESPONSE MAKERS, LLC ("AGREEMENT FOR
SERVICE") UNDER WHICH RESPONSE MAKERS, LLC PROVIDES AND CLIENT PURCHASES VARIOUS INFORMATION
SERVICES (AS DEFINED IN THE AGREEMENT FOR SERVICE) OF RESPONSE MAKERS, LLC, AND UNDER WHICH RESPONSE
MAKERS, LLC HAS GRANTED CLIENT A NONEXCLUSIVE LICENSE TO USE THE INFORMATION AND OUTPUT PROVIDED
THROUGH THOSE INFORMATION SERVICES, INCLUDING A COMPUTER TAPE OF NAMES, ADDRESSES AND
COMPOSITE CODES OF INDIVIDUALS WHOSE CREDIT RECORDS MEET THE SELECTION CRITERIA OF CLIENT
("INFORMATION PROVIDED BY RESPONSE MAKERS, LLC ") SUBJECT TO THE TERMS AND CONDITIONS OF THAT
AGREEMENT FOR SERVICE;
WHEREAS, CLIENT AND YOU HAVE ENTERED INTO AN ENFORCEABLE WRITTEN AGREEMENT UNDER WHICH YOU OBTAINS
THE INFORMATION PROVIDED BY RESPONSE MAKERS, LLC ON BEHALF OF CLIENT AND/OR PERFORMS THE
PRESCREENING AND/OR ACCOUNT REVIEW SERVICES FOR CLIENT WHICH REQUIRE THE USE OF THE INFORMATION
PROVIDED BY RESPONSE MAKERS, LLC ("SERVICES"); AND
WHEREAS, RESPONSE MAKERS, LLC IS WILLING TO PERMIT YOU TO OBTAIN AND/OR USE THE INFORMATION
PROVIDED BY RESPONSE MAKERS, LLC FOR THE BENEFIT OF CLIENT SUBJECT TO THE TERMS AND CONDITIONS OF
THIS AGREEMENT.
NOW, THEREFORE, IN CONSIDERATION OF THE PROMISES AND OTHER GOOD AND VALUABLE CONSIDERATION, AND
INTENDING TO BE LEGALLY BOUND, RESPONSE MAKERS, LLC, CLIENT AND YOU HEREBY AGREE AS FOLLOWS:
1. YOUR OBLIGATIONS.
1.1 USE OF INFORMATION PROVIDED BY RESPONSE MAKERS, LLC . AS RESPONSE MAKERS, LLC AND CLIENT
AGREE, RESPONSE MAKERS, LLC WILL PROVIDE CERTAIN RESPONSE MAKERS, LLC INFORMATION TO YOU, INCLUDING
A COMPUTER TAPE OF NAMES, ADDRESSES AND COMPOSITE CODES OF INDIVIDUALS WHOSE CREDIT RECORDS
MEET THE SELECTION CRITERIA OF CLIENT. IF RESPONSE MAKERS, LLC PROVIDES ANY SCORES TO YOU, THE
TERMS AND CONDITIONS SET FORTH IN EXHIBIT A WILL APPLY TO YOU. YOU MAY OBTAIN AND/OR USE THE
INFORMATION PROVIDED BY RESPONSE MAKERS, LLC AS AN AGENT OF CLIENT STRICTLY AS NECESSARY TO PERFORM
THE SERVICES FOR CLIENT, SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND WILL
NOT OBTAIN OR USE THE INFORMATION PROVIDED BY RESPONSE MAKERS, LLC FOR ANY OTHER PURPOSE. YOU
SHALL NOT ACQUIRE ANY RIGHT, TITLE, LICENSE OR INTEREST IN THE INFORMATION PROVIDED BY RESPONSE
MAKERS, LLC AS A RESULT OF ITS DISCLOSURE TO YOU IN CONNECTION WITH THE SERVICES OR OTHERWISE.
1.2 TERRITORY. YOU MAY ONLY PERFORM THE SERVICES FOR CLIENT AT OR FROM LOCATIONS WITHIN THE
TERRITORIAL BOUNDARIES OF THE UNITED STATES, CANADA, AND THE UNITED STATES TERRITORIES OF PUERTO
RICO, GUAM AND THE VIRGIN ISLANDS (THE "PERMITTED TERRITORY"). YOU MAY NOT PERFORM THE SERVICES
FOR CLIENT AT OR FROM ANY LOCATION OUTSIDE OF THE PERMITTED TERRITORY OR SEND THE INFORMATION
PROVIDED BY RESPONSE MAKERS, LLC OR THE INFORMATION SERVICES TO ANY LOCATION OUTSIDE OF THE
PERMITTED TERRITORY, OR OTHERWISE ACCESS OR USE INFORMATION PROVIDED BY RESPONSE MAKERS, LLC OR
THE INFORMATION SERVICES FROM OR IN ANY LOCATION OUTSIDE THE PERMITTED TERRITORY, WITHOUT FIRST
OBTAINING RESPONSE MAKERS, LLC'S WRITTEN PERMISSION.
1.3 COMPLIANCE WITH TERMS OF CLIENT AGREEMENT FOR SERVICE. YOU AGREES TO ABIDE BY ALL APPLICABLE
TERMS AND CONDITIONS OF THE AGREEMENT FOR SERVICE, INCLUDING BUT NOT LIMITED TO THE FCRA AND OTHER
CERTIFICATIONS, LICENSE OF INFORMATION, COMPLIANCE WITH LAWS, TERRITORY, CONFIDENTIALITY AND DATA
SECURITY PROVISIONS. RESPONSE MAKERS, LLC AUTHORIZES CLIENT TO DISCLOSE THE AGREEMENT FOR
SERVICE WITH YOU FOR THE PURPOSE OF COMPLIANCE WITH THIS PARAGRAPH 1.3.
1.4 FURTHER RESTRICTIONS ON USE. YOU MAY NOT DISCLOSE INFORMATION PROVIDED BY RESPONSE MAKERS,
LLC OR ANY INFORMATION DERIVED FROM IT TO ANY THIRD PARTY OR APPROPRIATE OR USE THE INFORMATION
PROVIDED BY RESPONSE MAKERS, LLC FOR ITS OWN BENEFIT. EXCEPT AS STRICTLY NECESSARY TO PERFORM THE
SERVICES FOR CLIENT, YOU SHALL NOT (I) COPY OR OTHERWISE MAINTAIN THE INFORMATION PROVIDED BY
RESPONSE MAKERS, LLC ELECTRONICALLY OR ON MEDIA OF ANY DESCRIPTION, (II) MERGE THE
INFORMATION PROVIDED BY RESPONSE MAKERS, LLC WITH, NOR ALLOW IT TO BECOME A PART OF DATA OF ANY KIND
BELONGING TO YOU OR ANY THIRD PARTY, (III) IN ANY MANNER ANALYZE OR EVALUATE THE NATURE,
CHARACTER OR QUALITY OF THE INFORMATION PROVIDED BY RESPONSE MAKERS, LLC OR OTHERWISE USE IT OTHER
THAN FOR THE SPECIFIC PURPOSE OF PERFORMING THE SERVICES SUBJECT TO AND IN ACCORDANCE WITH
THE SPECIFIC AUTHORIZED USES AND LIMITATIONS, TERMS AND CONDITIONS SET FORTH IN THE
AGREEMENT.
1.5 PROCEDURES FOR INFORMATION PROVIDED BY RESPONSE MAKERS, LLC . THE FILE DESCRIPTION OR
LAYOUT PROVIDED TO YOU WILL CONTAIN AN ENCODED DESCRIPTION FOR EACH RESPONSE MAKERS, LLC VALUE
EXCEPT NAME, ADDRESS AND COMPOSITE CODES. IF THE LAYOUT IS NOT ENCODED, YOU MUST IMMEDIATELY
RETURN THE LAYOUT TO RESPONSE MAKERS, LLC. YOU WILL PROCESS THE COMPUTER TAPE RECEIVED FROM
RESPONSE MAKERS, LLC ACCORDING TO THE INSTRUCTIONS OF RESPONSE MAKERS, LLC OR CLIENT. YOU SHALL
NOT BE INFORMED OF THEPRESCREENING OR ACCOUNT REVIEW SELECTION CRITERIA, AS APPLICABLE, THE
MEANING OF THE COMPOSITE CODES OR THE MEANING OF OTHER CODED INFORMATION AS APPLICABLE TO THE
QUALIFIED NAMES. WITH RESPECT TO PRESCREENING SERVICES, AS APPLICABLE, YOU WILL SUBSEQUENTLY
PROVIDE RESPONSE MAKERS, LLC WITH A TAPE OF THE NAMES AND ADDRESSES FROM THE TAPE DATA PREVIOUSLY
PROVIDED BY RESPONSE MAKERS, LLC EACH TIME THE RESPONSE MAKERS, LLC NAMES ARE MAILED A
SOLICITATION AS REQUESTED BY CLIENT. YOU MAY MAINTAIN INFORMATION PROVIDED BY RESPONSE MAKERS,
LLC UNTIL COMPLETION OF THE APPLICABLE SERVICES RELATING TO SUCH INFORMATION PROVIDED BY
RESPONSE MAKERS, LLC OR, IF SOONER, FOR A MAXIMUM OF SIXTY (60) DAYS FROM THE DATE RECEIVED,
UNLESS OTHERWISE AUTHORIZED IN WRITING BY RESPONSE MAKERS, LLC. YOU SHALL PROMPTLY DESTROY
ALL INFORMATION PROVIDED BY RESPONSE MAKERS, LLC , INCLUDING ALL COPIES OF INFORMATION PROVIDED BY
RESPONSE MAKERS, LLC AND ALL WRITINGS OR OTHER MEDIA DERIVED FROM, OR WHICH CONTAIN, REFER OR
RELATE TO THE INFORMATION PROVIDED BY RESPONSE MAKERS, LLC AS SPECIFIED IN EXHIBIT B AND WILL
DOCUMENT SAID DESTRUCTION OF INFORMATION PROVIDED BY RESPONSE MAKERS, LLC FOR AUDIT
PURPOSES. NOTWITHSTANDING THE FOREGOING, YOU SHALL BE ENTITLED TO KEEP A SINGLE COPY (ON
ENCRYPTED CDS OR BACKUP TAPES) OF ANY MATERIALS THAT CONTAIN, REFER TO OR RELATE TO THE
INFORMATION PROVIDED BY RESPONSE MAKERS, LLC SOLELY AS REQUIRED BY LAW OR REGULATION IN ORDER
TO EVIDENCE THE SERVICES PERFORMED, SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. UNDER NO
CIRCUMSTANCES SHOULD ANY INFORMATION PROVIDED BY RESPONSE MAKERS, LLC BE USED FOR PURPOSES OTHER
THAN TO PERFORM THE SERVICES. IN THE EVENT THAT INFORMATION PROVIDED BY RESPONSE MAKERS, LLC IS
NO LONGER REQUIRED TO BE RETAINED FOR THE LEGAL OR REGULATORY PURPOSES REFERRED TO ABOVE, YOU SHALL
FOLLOW THE RETURN AND/OR DESTRUCTION PROCEDURES SET FORTH IN THIS SECTION 1.5.
1.6 SECURITY OF INFORMATION PROVIDED BY RESPONSE MAKERS, LLC . YOU AGREES TO IMPLEMENT AND
MAINTAIN AN INFORMATION SECURITY PROGRAM THAT INCLUDES APPROPRIATE ADMINISTRATIVE, TECHNICAL AND
PHYSICAL SAFEGUARDS REASONABLY DESIGNED TO: (I) ENSURE THE SECURITY AND CONFIDENTIALITY OF
INFORMATION PROVIDED BY RESPONSE MAKERS, LLC ; (II) PROTECT AGAINST ANY ANTICIPATED THREATS OR
HAZARDS TO THE SECURITY OR INTEGRITY OF SUCH INFORMATION; (III) PROTECT AGAINST UNAUTHORIZED
ACCESS TO OR USE OF SUCH INFORMATION THAT COULD RESULT IN SUBSTANTIAL HARM OR INCONVENIENCE TO
ANY CONSUMER; AND (IV) DISPOSE OF INFORMATION PROVIDED BY RESPONSE MAKERS, LLC IN A SECURE
MANNER. IN ORDER TO COMPLY WITH SAFEGUARD OBLIGATIONS GENERALLY DESCRIBED IN THE PRECEDING
PARAGRAPH, YOU SHALL (1) DESIGNATE AN EMPLOYEE OR EMPLOYEES TO COORDINATE ITS INFORMATION
SECURITY PROGRAM, (2) IDENTIFY REASONABLY FORESEEABLE INTERNAL AND EXTERNAL RISKS TO THE SECURITY,
CONFIDENTIALITY, AND INTEGRITY OF INFORMATION THAT COULD RESULT IN THE UNAUTHORIZED DISCLOSURE,
MISUSE, ALTERATION, DESTRUCTION OR OTHER COMPROMISE OF SUCH INFORMATION, AND ASSESS THE SUFFICIENCY
OF ANY SAFEGUARDS IN PLACE TO CONTROL THESE RISKS. AT A MINIMUM, SUCH A RISK ASSESSMENT
SHOULD INCLUDE CONSIDERATION OF RISKS IN EACH RELEVANT AREA OF YOU OPERATIONS, INCLUDING: (I)
EMPLOYEE TRAINING AND MANAGEMENT; (II) INFORMATION SYSTEMS, INCLUDING NETWORK AND SOFTWARE
DESIGN, AS WELL AS INFORMATION PROCESSING, STORAGE, TRANSMISSION AND DISPOSAL; AND (III)
DETECTING, PREVENTING AND RESPONDING TO ATTACKS, INTRUSIONS, OR OTHER SYSTEMS FAILURES,
WHICH SHALL INCLUDE THE USE OF COMMERCIALLY REASONABLE EFFORTS TO ESTABLISH PROCEDURES AND
LOGGING MECHANISMS FOR SYSTEMS AND NETWORKS THAT WILL ALLOW TRACKING AND ANALYSIS IN THE EVENT
THERE IS A COMPROMISE, AND MAINTAIN AN AUDIT TRAIL HISTORY FOR AT LEAST THREE (3) MONTHS FOR
REVIEW BY RESPONSE MAKERS, LLC; (3) DESIGN AND IMPLEMENT INFORMATION SAFEGUARDS TO CONTROL
THE RISKS IDENTIFIED THROUGH RISK ASSESSMENT, AND REGULARLY TEST OR OTHERWISE MONITOR THE
EFFECTIVENESS OF THE SAFEGUARDS' KEY CONTROLS, SYSTEMS, AND PROCEDURES; AND (4) USE COMMERCIALLY
REASONABLE EFFORTS TO ASSURE DATA SECURITY WHEN DISPOSING OF ANY CONSUMER REPORT INFORMATION OR
RECORD OBTAINED FROM RESPONSE MAKERS, LLC. SUCH EFFORTS MUST INCLUDE THOSE PROCEDURES
PROMULGATED BY THE FEDERAL TRADE COMMISSION AND ATTACHED AS EXHIBIT B.
SERVICE PROVIDER WILL INFORM AUTHORIZED USERS THAT UNAUTHORIZED ACCESS TO CONSUMER REPORTS
MAY SUBJECT THEM TO CIVIL AND CRIMINAL LIABILITY UNDER THE FCRA PUNISHABLE BY FINES AND
IMPRISONMENT. FOR THE PURPOSES OF THIS AGREEMENT, THE TERM "AUTHORIZED USER" MEANS AN EMPLOYEE
OF SERVICE PROVIDER THAT SERVICE PROVIDER HAS AUTHORIZED TO ACCESS THE INFORMATION PROVIDED BY
RESPONSE MAKERS, LLC AND WHO IS TRAINED ON SERVICE PROVIDER'S OBLIGATIONS UNDER THIS AGREEMENT
WITH RESPECT TO THE USE THEREOF, INCLUDING SERVICE PROVIDER'S FCRA AND OTHER OBLIGATIONS WITH
RESPECT TO THE ACCESS AND USE OF CONSUMER REPORTS. UPON RESPONSE MAKERS, LLC REQUEST, AND
SUBJECT TO ANY REASONABLE CONFIDENTIALITY OBLIGATION(S) YOU MAY IMPOSE ON RESPONSE MAKERS, LLC,
YOU WILL SUPPLY RESPONSE MAKERS, LLC WITH A COPY OR A WRITTEN SUMMARY OF ITS INFORMATION
SECURITY PROGRAM.
1.7 ADDITIONAL DATA SECURITY REQUIREMENTS. IN NO EVENT MAY YOU PERFORM THE SERVICES VIA ANY
WIRELESS COMMUNICATION DEVICE, INCLUDING BUT NOT LIMITED TO, WEB ENABLED CELL PHONES,
INTERACTIVE WIRELESS PAGERS, PERSONAL DIGITAL ASSISTANTS (PDAS), MOBILE DATA TERMINALS AND
PORTABLE DATA TERMINALS. NO PERSONAL COMPUTER HARD DRIVES OR PORTABLE AND/OR REMOVABLE
DATA STORAGE EQUIPMENT OR MEDIA (INCLUDING BUT NOT LIMITED TO LAPTOPS, ZIP DRIVES, TAPES,
DISKS, CDS, DVDS, SOFTWARE, AND CODE) MAY BE USED TO STORE INFORMATION PROVIDED BY RESPONSE MAKERS,
LLC . IN ADDITION, INFORMATION PROVIDED BY RESPONSE MAKERS, LLC MUST BE ENCRYPTED WHEN NOT IN USE.
ALL INFORMATION PROVIDED BY RESPONSE MAKERS, LLC RECEIVED BY YOU FROM RESPONSE MAKERS, LLC OR
PROVIDED BY YOU TO RESPONSE MAKERS, LLC OR OTHER PARTY UNDER THIS AGREEMENT, INCLUDING
WITHOUT LIMITATION, THE NAMES, ADDRESSES AND COMPOSITE CODES OF INDIVIDUALS WHO MEET THE SELECTION
CRITERIA OF CLIENT, SHALL BE DELIVERED IN A MUTUALLY AGREEABLE FORM AND MEDIUM. WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING AND WITH RESPECT TO INFORMATION PROVIDED BY RESPONSE MAKERS,
LLC IN ELECTRONIC FORMAT, ANY INFORMATION PROVIDED BY RESPONSE MAKERS, LLC THAT IS SENT,
TRANSFERRED OR SHIPPED BY YOU MUST BE ENCRYPTED USING THE FOLLOWING MINIMUM STANDARDS, WHICH
STANDARDS MAY BE MODIFIED FROM TIME TO TIME BY RESPONSE MAKERS, LLC: ADVANCED ENCRYPTION STANDARD
(AES) OR TRIPLE DATA ENCRYPTION STANDARD (3DES) ENCRYPTED ALGORITHMS (WHICH ARE A MINIMUM OF 128-
BIT KEY ENCRYPTION). YOU SHALL DECRYPT AND ENCRYPT (AS APPLICABLE) SUCH INFORMATION AT ITS OWN
COST AND EXPENSE. WITH RESPECT TO ALL PRINTED INFORMATION PROVIDED BY RESPONSE MAKERS, LLC , YOU
SHALL STORE SUCH INFORMATION IN A SECURE, LOCKED CONTAINER WHEN NOT IN USE, AND SHALL COMPLETELY
DESTROY SUCH INFORMATION WHEN NO LONGER NEEDED BY CROSS-CUT SHREDDING MACHINES (OR OTHER EQUALLY
EFFECTIVE DESTRUCTION METHOD) SUCH THAT THE RESULTS ARE NOT READABLE OR USEABLE FOR ANY PURPOSE.
YOU SHALL RECEIVE AND PROVIDE ALL SUCH PRINTED INFORMATION PROVIDED BY RESPONSE MAKERS, LLC VIA AN
ARMED TRANSPORT SERVICE DESIGNATED BY RESPONSE MAKERS, LLC, WHICH COSTS, AS BETWEEN RESPONSE
MAKERS, LLC AND YOU, SHALL BE BORNE BY THE PARTY SENDING THE INFORMATION. FURTHER, YOU SHALL
COMPLY WITH SUCH OTHER DATA SECURITY POLICIES AS RESPONSE MAKERS, LLC MAY FROM TIME TO TIME MAKE
KNOWN TO YOU IN WRITING. FOR AVOIDANCE OF DOUBT, YOU UNDERSTANDS AND AGREES THAT ITS COMPLIANCE WITH
THE SECURITY POLICIES OF RESPONSE MAKERS, LLC WILL NOT RELIEVE YOU OF THE OBLIGATION TO OBSERVE
ANY OTHER OR FURTHER CONTRACTUAL, LEGAL, OR REGULATORY REQUIREMENTS, RULES OR TERMS APPLICABLE TO
THE SECURITY OF THE INFORMATION, NOR DOES RESPONSE MAKERS, LLC ASSUME ANY RESPONSIBILITY OR
LIABILITY FOR THE SECURITY OF THE INFORMATION PROVIDED TO RESPONSE MAKERS, LLC PRIOR TO THE
TIME RESPONSE MAKERS, LLC RECEIVES IT. SERVICE PROVIDER WILL ENSURE THAT AUTHORIZED USERS DO NOT
ORDER CREDIT REPORTS FOR PERSONAL REASONS OR PROVIDE THEM TO ANY THIRD PARTY EXCEPT AS
PERMITTED BY THIS AGREEMENT.
1.8 BREACH NOTIFICATION. YOU WILL IMMEDIATELY NOTIFY RESPONSE MAKERS, LLC UPON YOU'S DETECTION OF
ANY BREACH OF YOU'S SYSTEMS OR ANY ACTUAL OR THREATENED UNAUTHORIZED ACCESS TO OR THEFT OR
OTHER LOSS OF ANY INFORMATION PROVIDED BY RESPONSE MAKERS, LLC AND WILL TAKE APPROPRIATE
ACTION DESIGNED TO PREVENT FURTHER UNAUTHORIZED ACCESS. YOU WILL PROVIDE ANY INFORMATION THAT
RESPONSE MAKERS, LLC REASONABLY REQUESTS PERTAINING TO THE INCIDENT AND WILL COOPERATE FULLY WITH
RESPONSE MAKERS, LLC TO INVESTIGATE ANY SUCH UNAUTHORIZED ACCESS.
1.9 AUDITS. RESPONSE MAKERS, LLC MAY, UPON AT LEAST FIVE BUSINESS DAYS' PRIOR WRITTEN NOTICE,
VISIT YOU'S FACILITIES DURING NORMAL BUSINESS HOURS TO INSPECT AND DETERMINE THAT YOU'S SECURITY
PROCESSES AND PROCEDURES ARE IN ORDER, AND OTHERWISE AUDIT, MONITOR AND ENSURE THAT YOU'S
PERFORMANCE IS IN COMPLIANCE WITH THE TERMS OF THIS AGREEMENT. AUDITS WILL BE REASONABLE IN SCOPE
AND LENGTH. RESPONSE MAKERS, LLC AND ITS AUDITORS WILL MAINTAIN THE CONFIDENTIALITY OF YOU'S
PROCEDURES AND PROCESSES, WHICH YOU DESCRIBES AS CONFIDENTIAL, AND WHICH ARE DISCLOSED AS A
RESULT OF THE AUDIT. CLIENT AND YOU AGREE THAT ANY FAILURE TO COOPERATE FULLY AND PROMPTLY IN
THE CONDUCT OF ANY AUDIT REQUESTED PURSUANT TO THIS PARAGRAPH WILL CONSTITUTE GROUNDS FOR RESPONSE
MAKERS, LLC TO IMMEDIATELY PROHIBIT THE PROVISION OF INFORMATION PROVIDED BY RESPONSE MAKERS, LLC
TO YOU AND/OR, NOTWITHSTANDING ANY LANGUAGE TO THE CONTRARY IN THIS AGREEMENT, IMMEDIATELY
TERMINATE THIS AGREEMENT.
1.10 ADDITIONAL TERMS FOR PRESCREENING SERVICES. IN THE EVENT THAT INFORMATION PROVIDED BY
RESPONSE MAKERS, LLC IS DELIVERED TO YOU IN CONNECTION WITH CREDIT PRESCREENING SERVICES THE
FOLLOWING ADDITIONAL TERMS WILL APPLY:
(A) PRIOR TO PROVIDING THE LIST OF QUALIFIED NAMES TO CLIENT'S DESIGNATED PROVIDER OF MAILING
OR TELEMARKETING SERVICES, IF ANY ("MAILER"), YOU MAY NOT PROVIDE ANY INDIVIDUALLY IDENTIFIABLE
INFORMATION PROVIDED BY RESPONSE MAKERS, LLC TO CLIENT. YOU WILL FORWARD THE LIST OF QUALIFIED
NAMES TO MAILER FOR THE COMPLETION OF THE SOLICITATION OFFERS FROM CLIENT. FOR ACCOUNT AND
INQUIRY POSTING PURPOSES, YOU WILL, UPON COMPLETION OF PROCESSING, FORWARD THE COMPUTER TAPE
LISTING OF THE QUALIFIED NAMES SENT TO MAILER TO RESPONSE MAKERS, LLC.
(B) YOU MAY, UPON CLIENT'S REQUEST, PROVIDE CLIENT WITH NAMES AND ADDRESSES OF THOSE INDIVIDUALS
TO WHOM A SOLICITATION WAS MAILED BY MAILER. IF APPLICABLE, THE ASSOCIATED SCORE VALUE OR
COMPOSITE CODE MAY ALSO BE PROVIDED.
2. CLIENT OBLIGATIONS. CLIENT SHALL EMPLOY COMMERCIALLY REASONABLE OVERSIGHT TO ENSURE THAT YOU
ABIDES BY THE OBLIGATIONS OF THIS AGREEMENT. THAT OVERSIGHT WILL INCLUDE, BUT NOT BE LIMITED TO,
ENTERING INTO AND MAINTAINING AN ENFORCEABLE AGREEMENT WITH YOU FOR THE PROVISION OF THE
SERVICES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SHOULD YOU BE FOUND IN
VIOLATION OF ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN CLIENT MAY BE HELD LIABLE
FOR ANY SUCH VIOLATIONS. CLIENT ACKNOWLEDGES AND AGREES THAT CLIENT IS SOLELY LIABLE TO COMPENSATE
YOU FOR THE SERVICES.
3. DISCLAIMER OF WARRANTY. YOU WILL ACQUIRE NO RIGHTS IN THE INFORMATION RESPONSE MAKERS,
LLC PROVIDES OTHER THAN THE RIGHT TO USE THE INFORMATION PROVIDED BY RESPONSE MAKERS, LLC ,
AS AVAILABLE, IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL APLICABLE
LAWS. RESPONSE MAKERS, LLC DOES NOT GUARANTY OR WARRANT THE CORRECTNESS, COMPLETENESS,
ACCURACY, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OF THE INFORMATION PROVIDED BY RESPONSE
MAKERS, LLC . NEITHER RESPONSE MAKERS, LLC, NOR ANY OF ITS DIRECTORS, OFFICERS, AGENTS, EMPLOYEES,
CONTRACTORS, LICENSORS, AFFILIATED COMPANIES OR AFFILIATED CREDIT BUREAUS WILL BE LIABLE TO YOU
FOR ANY LOSS OF ANY KIND, NATURE OR DESCRIPTION ARISING OUT OF OR IN ANY MANNER CONNECTED WITH
YOU'S USE OF INFORMATION PROVIDED BY RESPONSE MAKERS, LLC .
4. INDEMNIFICATION. YOU WILL INDEMNIFY RESPONSE MAKERS, LLC AND ITS PARENT, SISTER, AND
AFFILIATE CORPORATIONS, ITS AND THEIR OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS AND
AGENTS, FROM ALL CLAIMS, DEMANDS, PENALTIES, SUITS OR ACTIONS AND FROM ANY AND ALL RELATED
LOSSES, COSTS AND EXPENSES FOR ANY CLAIMS AGAINST, OR LOSSES OR LIABILITY OF RESPONSE MAKERS,
LLC FOR ANY CAUSE, ARISING OUT OF OR RESULTING FROM ANY MATERIAL BREACH BY YOU OF THE TERMS
AND CONDITIONS OF THIS AGREEMENT.
5. PAYMENT. YOU WILL BE PAID FOR ITS SERVICES UNDER THIS AGREEMENT DIRECTLY BY CLIENT UPON TERMS
AGREED TO IN WRITING BY CLIENT AND YOU, AND RESPONSE MAKERS, LLC HAS NO OBLIGATION THEREFORE.
CLIENT IS SOLELY RESPONSIBLE FOR ALL FEDERAL, STATE AND LOCAL TAXES, IF ANY, LEVIED OR ASSESSED
IN CONNECTION WITH YOU'S PERFORMANCE OF SERVICES HEREUNDER. YOU IS SOLELY RESPONSIBLE FOR
INCOME TAXES ASSESSED UPON YOUR NET INCOME.
6. TERM AND TERMINATION.
6.1 THIS AGREEMENT WILL TERMINATE (A) UPON THE GIVING BY A PARTY OF AT LEAST THIRTY (30) DAYS'
WRITTEN NOTICE TO THE OTHER PARTIES OF ITS INTENTION TO TERMINATION; (B) UPON EITHER (I) THE
EXPIRATION OR TERMINATION OF THE AGREEMENT FOR SERVICE, OR (II) THE EXPIRATION OR TERMINATION OF
THE ENFORCEABLE AGREEMENT BETWEEN CLIENT AND YOU UNDER WHICH YOU PERFORMS THE SERVICES FOR
CLIENT; (C) UPON WRITTEN AGREEMENT OF THE PARTIES; (D) IN THE EVENT THAT ANY PARTY CEASES TO
CONDUCT BUSINESS IN A NORMAL COURSE, BECOMES INSOLVENT, MAKES A GENERAL ASSIGNMENT FOR THE
BENEFIT OF CREDITORS, SUFFERS OR PERMITS THE APPOINTMENT OF A RECEIVER FOR ITS BUSINESS OR ASSETS,
OR AVAILS ITSELF OF, OR BECOMES SUBJECT TO, ANY PROCEEDING UNDER THE FEDERAL BANKRUPTCY CODE OF
1978, AS AMENDED, OR ANY SIMILAR STATE INSOLVENCY OR BANKRUPTCY STATUTES, AND EITHER PARTY
GIVES THE OTHER WRITTEN TERMINATION NOTICE FOLLOWING THAT EVENT; OR (E) AS OTHERWISE PROVIDED
IN THIS AGREEMENT.
6.2 IN ADDITION, IF A PARTY MATERIALLY BREACHES THIS AGREEMENT, THE NON-BREACHING PARTIES
MAY TERMINATE THIS AGREEMENT AFTER PROVIDING WRITTEN NOTICE OF THE BREACH TO THE BREACHING PARTY
WITH THIRTY (30) DAYS OPPORTUNITY TO CURE. RESPONSE MAKERS, LLC MAY, IN ITS OWN DISCRETION,
SUSPEND PERFORMANCE OF THE INFORMATION SERVICES DURING ANY CURE PERIOD. BY WRITTEN NOTICE TO
THE OTHER PARTIES, RESPONSE MAKERS, LLC MAY IMMEDIATELY TERMINATE THIS AGREEMENT OR SUSPEND
ANY INFORMATION SERVICE OR SERVICES IF BASED ON A REASONABLE BELIEF THAT CLIENT OR YOU HAS VIOLATED
THE FCRA, THE ECOA, ANY OF THE STATE LAW COUNTERPARTS TO THE FCRA OR ECOA, OR ANY OTHER APPLICABLE
LAW OR REGULATION.
6.3 THE OBLIGATIONS OF SECTIONS 1, 2, 3 AND 4 WILL SURVIVE THE TERMINATION OF THIS AGREEMENT.
NOTHING IN THIS AGREEMENT WILL BE CONSTRUED TO AFFECT IN ANY MANNER THE TERMINATION RIGHTS OF
CLIENT OR RESPONSE MAKERS, LLC UNDER THE AGREEMENT FOR SERVICE.
7. CONFIDENTIALITY. EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES THAT ALL MATERIALS AND INFORMATION
DISCLOSED BY A PARTY (THE "DISCLOSING PARTY") TO ANOTHER PARTY ("RECIPIENT") IN CONNECTION WITH
THE PERFORMANCE OF THIS AGREEMENT, INCLUDING THE TERMS OF THIS AGREEMENT, CONSIST OF
CONFIDENTIAL AND PROPRIETARY DATA (COLLECTIVELY, CONFIDENTIAL INFORMATION"). EACH RECIPIENT WILL
HOLD CONFIDENTIAL INFORMATION IN STRICT CONFIDENCE, AND WILL RESTRICT ITS USE OF CONFIDENTIAL
INFORMATION TO THE PURPOSES ANTICIPATED IN THIS AGREEMENT. IF THE LAW OR LEGAL PROCESS REQUIRES
RECIPIENT TO DISCLOSE CONFIDENTIAL INFORMATION CONFIDENTIAL AND PROPRIETARY DATA, RECIPIENT WILL
PROMPTLY NOTIFY THE DISCLOSING PARTY IN WRITING OF THE REQUEST. THEREAFTER THE DISCLOSING PARTY MAY
SEEK A PROTECTIVE ORDER OR WAIVE THE CONFIDENTIALITY REQUIREMENTS OF THIS AGREEMENT,
PROVIDED THAT RECIPIENT MAY ONLY DISCLOSE THE MINIMUM AMOUNT OF INFORMATION NECESSARY TO
COMPLY WITH THE REQUIREMENT. RECIPIENT WILL NOT BE OBLIGATED TO HOLD CONFIDENTIAL ANY
INFORMATION FROM THE DISCLOSING PARTY WHICH (A) IS OR BECOMES PUBLICLY KNOWN OTHER THAN AS THE
RESULT OF A DISCLOSURE BY RECIPIENT IN BREACH HEREOF, (B) IS RECEIVED FROM ANY PERSON OR
ENTITY WHO, TO THE BEST OF RECIPIENT'S KNOWLEDGE, HAS NO DUTY OF CONFIDENTIALITY TO THE
DISCLOSING PARTY, (C) WAS ALREADY KNOWN TO RECIPIENT PRIOR TO THE DISCLOSURE WITHOUT ANY
OBLIGATION OF CONFIDENTIALITY WITH RESPECT THERETO, AND THAT KNOWLEDGE WAS EVIDENCED IN
WRITING PRIOR TO THE DATE OF THE OTHER PARTY'S DISCLOSURE, OR (D) IS DEVELOPED BY THE RECIPIENT
WITHOUT USING ANY OF THE DISCLOSING PARTY'S INFORMATION. YOU SHALL BE PERMITTED TO DISCLOSE
CONFIDENTIAL INFORMATION TO CLIENT. AGENTS OF CLIENT OR YOU MAY ONLY RECEIVE CONFIDENTIAL
INFORMATION IF: (A) ALL TERMS OF THIS AGREEMENT ARE COMPLIED WITH; (B) SUCH AGENTS HAVE A NEED TO
KNOW IN CONNECTION WITH PERFORMING THE SERVICES; AND (C) SUCH AGENTS ARE BOUND IN WRITING TO
COMPLY WITH THE TERMS OF THIS AGREEMENT. YOU OR CLIENT, RESPECTIVELY, SHALL BE RESPONSIBLE AND
LIABLE FOR ANY BREACH OF THE TERMS AND CONDITIONS OF THIS AGREEMENT BY ANY SUCH AGENT
RECEIVING CONFIDENTIAL INFORMATION FROM SUCH PARTY. EXCEPT AS OTHERWISE SET FORTH IN SECTION
1.5 HEREOF, UPON TERMINATION OF THIS AGREEMENT, RECIPIENT WILL PROMPTLY EITHER DELIVER TO THE
DISCLOSING PARTY OR DESTROY ALL INFORMATION IN THE RECIPIENT'S POSSESSION CONTAINING CONFIDENTIAL
INFORMATION, WHETHER SUCH INFORMATION IS IN WRITTEN, ELECTRONIC OR OTHER FORM. UPON THE REQUEST OF
THE DISCLOSING PARTY, AN OFFICER OF RECIPIENT WILL CONFIRM IN WRITING THAT ALL CONFIDENTIAL
INFORMATION HAS BEEN RETURNED OR DESTROYED. THE RIGHTS AND OBLIGATIONS OF RECIPIENT: (I) WITH
RESPECT TO CONFIDENTIAL INFORMATION THAT CONSTITUTES A "TRADE SECRET" (AS DEFINED BY APPLICABLE
LAW), WILL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR SO LONG AS SUCH CONFIDENTIAL INFORMATION
REMAINS A TRADE SECRET; AND (II) WITH RESPECT TO ALL OTHER CONFIDENTIAL INFORMATION, WILL SURVIVE
THE TERMINATION OF THIS AGREEMENT FOR A PERIOD OF TWO (2) YEARS FROM TERMINATION. THE
PARTIES ACKNOWLEDGE THAT UNAUTHORIZED DISCLOSURE OR USE OF THE CONFIDENTIAL INFORMATION COULD
IRREPARABLY DAMAGE THE DISCLOSING PARTY IN SUCH A WAY THAT ADEQUATE COMPENSATION COULD NOT
BE OBTAINED FROM DAMAGES IN AN ACTION AT LAW. ACCORDINGLY, THE ACTUAL OR THREATENED
UNAUTHORIZED DISCLOSURE OR USE OF ANY CONFIDENTIAL INFORMATION SHALL GIVE THE DISCLOSING
PARTY THE RIGHT TO SEEK INJUNCTIVE RELIEF, WITHOUT THE NECESSITY OF POSTING A BOND,
RESTRAINING SUCH UNAUTHORIZED DISCLOSURE OR USE, IN ADDITION TO DIRECT DAMAGES AND ANY OTHER
REMEDY OTHERWISE AVAILABLE (INCLUDING REASONABLE ATTORNEYS' FEES). EACH PARTY WILL INDEMNIFY,
DEFEND AND HOLD HARMLESS THE OTHER PARTIES FROM AND AGAINST ANY DIRECT AND ACTUAL LOSS, COST,
LIABILITY AND EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES) RESULTING FROM THE INDEMNIFYING
PARTY'S BREACH OF THIS SECTION 7.
2. CONSENT TO TERMS OF USE AGREEMENT. RESPONSE MAKERS, LLC GRANTS A NON-EXCLUSIVE, NON-
TRANSFERABLE, AND REVOCABLE LICENSE TO YOU AND PROVIDES THE SERVICES AVAILABLE AT THIS COMPANY
TO YOU SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS ARE SUBJECT TO
CHANGE WITHOUT NOTICE. YOU CAN REVIEW THE MOST CURRENT VERSION OF THE TERMS AND CONDITIONS AT ANY
TIME AT THIS COMPANY. YOUR SIGNATURE ON YOUR ORDER FORM AUTHORIZES US TO INCUR EXPENSES AND MAKE
EFFORTS TOWARD FULFILLMENT OF YOUR ORDER, THEREFORE NO REFUNDS WILL BE ALLOWED. IN ADDITION, WHEN
USING PARTICULAR SERVICES PROVIDED BY THIS COMPANY, GUIDELINES OR RULES MAY BE POSTED AND REQUIRED
WHICH ARE APPLICABLE TO YOUR USE OF THOSE SERVICES AND MUST BE FOLLOWED. FOR EXAPMPLE: DUE TO THE
FACT THAT WE DEAL WITH SENSITIVE CONSUMER INFORMATION WHICH IN MOST CASES REQUIRES YOUR
TELEMARKETING SCRIPT OR MAILING CREATIVE TO BE APPROVED BY THE COMPLIANCE DEPARTMENT.
ALTHOUGH YOUR CONSULTANT MAY OFFER YOU HELP, IT IS YOUR RESPONSIBILITY TO GET THROUGH
COMPLIANCE TO RECIEVE YOUR ORDER. YOUR USE OF THIS COMPANY AND YOUR RELATIONSHIP WITH RESPONSE
MAKERS, LLC ARE SUBJECT TO ALL GUIDELINES OR RULES THAT MAY BE POSTED WHICH ARE ALL
INCORPORATED BY REFERENCE INTO THIS AGREEMENT. BY USING THIS COMPANY, YOU ARE AGREEING TO BE BOUND
BY ALL OF THE TERMS AND CONDITIONS OF THE MOST CURRENT VERSION OF THE TERMS OF USE AGREEMENT
AND ANY GUIDELINES AND RULES POSTED BY THIS COMPANY. IF YOU DO NOT AGREE TO BE BOUND BY THIS
AGREEMENT, DO NOT USE THIS COMPANY.
3. ENTIRE AGREEMENT. THIS TERMS OF USE AGREEMENT WILL BE EXPRESSLY INCORPORATED BY REFERENCE IN
EACH AND EVERY AGREEMENT BETWEEN YOU AND RESPONSE MAKERS, LLC , AND EXCEPT FOR ANY SEPARATE LICENSE
AGREEMENT FOR DATA AND/OR CONTENT, THIS TERMS OF USE AGREEMENT SUPERSEDES ANY AND ALL PRIOR
AND EXISTING AGREEMENTS, WHETHER ORAL OR IN WRITING, BETWEEN YOU AND RESPONSE MAKERS, LLC WITH
RESPECT TO THE SUBJECTS ADDRESSED HEREIN AND CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES
WITH RESPECT TO THOSE SUBJECTS. EXCEPT FOR ANY SEPARATE LICENSE AGREEMENT FOR DATA AND/OR
CONTENT, YOU ACKNOWLEDGE THAT NEITHER RESPONSE MAKERS, LLC NOR ANYONE ON RESPONSE MAKERS, LLC ’S
BEHALF HAS MADE ANY REPRESENTATIONS, INDUCEMENTS, PROMISES OR AGREEMENTS, ORALLY OR OTHERWISE, TO
YOU RELATING TO THE SUBJECTS ADDRESSED BY THIS TERMS OF USE AGREEMENT THAT ARE NOT EMBODIED HEREIN.
4. PROHIBITED CONDUCT. YOU AGREE (I) NOT TO USE THIS COMPANY TO UPLOAD OR DISTRIBUTE IN ANY
WAY FILES THAT CONTAIN VIRUSES, CORRUPTED FILES, OR ANY OTHER SIMILAR DATA OR PROGRAMS THAT MAY
DAMAGE THE OPERATION OF ANOTHER'S COMPUTER; (II) NOT TO INTERFERE OR DISRUPT THIS COMPANY OR ANY
NETWORKS CONNECTED TO THIS COMPANY; (III) NOT TO USE ANY DEVICE, DATA OR ROUTINE OR ATTEMPT TO
INTERFERE WITH THE PROPER FUNCTIONING OF THIS COMPANY OR ANY TRANSACTIONS BEING OFFERED AT THIS
COMPANY; (IV) NOT TO TAKE ANY ACTION THAT IMPOSES AN UNREASONABLE OR DISPROPORTIONATELY LARGE
LOAD ON RESPONSE MAKERS, LLC ’S INFRASTRUCTURE; (V) NOT TO USE THIS COMPANY TO COLLECT OR HARVEST
PERSONAL INFORMATION, INCLUDING, WITHOUT LIMITATION, FINANCIAL INFORMATION, ABOUT OTHER
PARTICIPANTS AT THIS COMPANY; AND (VI) NOT TO IMPERSONATE ANY PERSON OR ENTITY OR FALSELY STATE
OR OTHERWISE MISREPRESENT YOUR AFFILIATION WITH A PERSON OR ENTITY. YOU AGREE NOT TO USE THE
SERVICES, PRODUCTS, OR DOWNLOADS AVAILABLE AT THIS COMPANY FOR ILLEGAL PURPOSES, AND TO
COMPLY WITH ALL REGULATIONS, POLICIES AND PROCEDURES OF NETWORKS CONNECTED TO THIS COMPANY.
5. COMPLIANCE WITH LAWS. YOU SHALL COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS OF THE
UNITED STATES AND FOREIGN AUTHORITIES (INCLUDING, BUT NOT LIMITED TO UNITED STATES TRADE
RESTRICTION LAWS, DO NOT CALL LIST REGULATIONS, FIRM OFFER OF CREDIT OR INSURANCE, EXPORT LAWS OR
LICENSE REQUIREMENTS, AND LAWS REGARDING THE TRANSMISSION OF TECHNICAL AND CONSUMER DATA,
INCLUDING WITHOUT LIMITATION ENCRYPTION, FROM THE UNITED STATES THROUGH THE SERVICES AVAILABLE AT
THIS COMPANY) RELATING TO ANY SERVICE, PRODUCT, OR DOWNLOAD ASSOCIATED WITH THIS COMPANY. IF AFTER
PLACING AN ORDER FOR SENSITIVE DATA, YOU CAN OR DO NOT SUPPLY A MARKETING CREATIVE THAT MEETS
COMPLIANCE REGULATIONS WITHIN 2 WEEKS, NO REFUNDS WILL BE GIVEN AND MODELED DATA WILL BE
DELIVERED IN ITS PLACE. IF AFTER ORDERING PHONE NUMBERS AND YOU CAN NOT OR WILL NOT SUPPLY A
VALID SUBSCRIBER ACCESS NUMBER FOR THE DO NOT CALL LIST WITHIN 2 WEEKS YOUR DATA WILL BE
DELIVERED WITHOUT PHONE NUMBERS AND NO REFUNDS WILL BE GIVEN.
6. SEPARATE LICENSE AGREEMENT(S). YOU MAY ACQUIRE DATA AND/OR CONTENT FROM RESPONSE MAKERS,
LLC. BY DOWNLOADING EMAIL OR AQUIRING A CD ROM FROM THIS COMPANY, OR OTHERWISE DIRECTLY FROM
RESPONSE MAKERS, LLC. YOU AGREE THAT YOUR USE OF SUCH DATA AND/OR CONTENT SHALL BE STRICTLY
IN ACCORDANCE WITH THE APPLICABLE LAWS OF YOUR STATE AND OUR FEDERAL GOVERNMENT AS WELL AS THIS
LICENSE AGREEMENT(S).
7. REGISTRATION DATA AND PRIVACY. REGISTRATION MAY BE REQUIRED FOR YOU TO DOWNLOAD FROM THIS
COMPANY, OR FOR YOUR PARTICIPATION IN CERTAIN SERVICES OFFERED AT THIS COMPANY. YOU MUST
PROVIDE CERTAIN CURRENT, COMPLETE, AND ACCURATE INFORMATION ABOUT YOU AS PROMPTED TO DO SO BY
THE REGISTRATION FORM ("REGISTRATION DATA"), AND MAINTAIN AND UPDATE SUCH REGISTRATION INFORMATION
AS REQUIRED TO KEEP SUCH INFORMATION CURRENT, COMPLETE AND ACCURATE. YOU WARRANT THAT YOUR
REGISTRATION DATA IS ACCURATE AND CURRENT, AND THAT YOU ARE AUTHORIZED TO PROVIDE SUCH REGISTRATION
DATA. YOU AUTHORIZE US TO VERIFY YOUR REGISTRATION DATA AT ANY TIME. IF ANY REGISTRATION DATA
THAT YOU PROVIDE IS UNTRUE, INACCURATE, NOT CURRENT OR INCOMPLETE, RESPONSE MAKERS, LLC. RETAINS
THE RIGHT, IN ITS SOLE DISCRETION, TO SUSPEND OR TERMINATE RIGHTS TO USE THE SERVICES.
REGISTRATION DATA AND CERTAIN OTHER INFORMATION ABOUT YOU IS SUBJECT TO OUR PRIVACY POLICY
WHICH MAY BE ACCESSED FROM THE EVERYTHINGLEADS.COM HOME PAGE. SOLELY TO ENABLE RESPONSE
MAKERS, LLC. TO USE INFORMATION YOU SUPPLY US INTERNALLY, SO THAT WE ARE NOT VIOLATING ANY
RIGHTS YOU MIGHT HAVE IN THAT INFORMATION, YOU GRANT TO RESPONSE MAKERS, LLC. A NONEXCLUSIVE
LICENSE TO (I) CONVERT SUCH INFORMATION INTO DIGITAL FORMAT SUCH THAT IT CAN BE READ, UTILIZED
AND DISPLAYED BY RESPONSE MAKERS, LLC.'S COMPUTERS OR ANY OTHER TECHNOLOGY CURRENTLY IN
EXISTENCE OR HEREAFTER DEVELOPED CAPABLE OF UTILIZING DIGITAL INFORMATION, AND (II) COMBINE
THE INFORMATION WITH OTHER CONTENT PROVIDED BY RESPONSE MAKERS, LLC., IN EACH CASE BY ANY METHOD
OR MEANS OR IN ANY MEDIUM WHETHER NOW KNOWN OR HEREAFTER DEVISED.
8. COPYRIGHTS. THE COPYRIGHT IN ALL MATERIAL PROVIDED ON THIS COMPANY IS OWNED BY RESPONSE
MAKERS, LLC. OR BY RESPONSE MAKERS, LLC.'S LICENSOR(S). YOU ACKNOWLEDGE AND AGREE THAT THIS
COMPANY CONTAINS PROPRIETARY INFORMATION THAT IS PROTECTED BY APPLICABLE INTELLECTUAL PROPERTY
AND OTHER LAWS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT INFORMATION PRESENTED TO YOU THROUGH
THIS COMPANY, INCLUDING TEXT, GRAPHICS, LOGOS, ICONS, IMAGES AND DATA, AND THE ARRANGEMENT AND
COMPILATION OF SUCH CONTENT, ARE THE PROPERTY OF RESPONSE MAKERS, LLC. OR ITS CONTENT SUPPLIERS
AND IS PROTECTED BY COPYRIGHTS, TRADEMARKS, SERVICE MARKS, PATENTS OR OTHER PROPRIETARY RIGHTS
AND LAWS. RESPONSE MAKERS, LLC. DOES NOT GRANT ANY LICENSE OR AUTHORIZATION TO ANY USER OF ITS
COPYRIGHTABLE MATERIAL OR OTHER INTELLECTUAL PROPERTY, BY PLACING THEM ON THIS COMPANY.
FURTHERMORE, EXCEPT AS STATED HEREIN, NONE OF THE MATERIAL MAY BE COPIED, REPRODUCED,
DISTRIBUTED, REPUBLISHED, DOWNLOADED, DISPLAYED, POSTED OR TRANSMITTED IN ANY FORM OR BY ANY
MEANS, INCLUDING, BUT NOT LIMITED TO, ELECTRONIC, MECHANICAL, PHOTOCOPYING, RECORDING, OR
OTHERWISE, WITHOUT THE PRIOR WRITTEN PERMISSION OF RESPONSE MAKERS, LLC. OR THE COPYRIGHT OWNER.
HOWEVER, YOU MAY PRINT A COPY OF THE INFORMATION ON THIS COMPANY FOR YOUR PERSONAL, NON-COMMERCIAL
INTERNAL USE OR RECORDS. IN SO DOING, YOU MAY NOT MODIFY THE MATERIALS AND YOU AGREE TO
RETAIN ALL COPYRIGHT AND OTHER PROPRIETARY NOTICES CONTAINED IN THE MATERIALS. THIS PERMISSION
DOES NOT GIVE YOU ANY OWNERSHIP RIGHTS IN THE INFORMATION AND TERMINATES AUTOMATICALLY IF YOU
BREACH ANY OF THESE TERMS OR CONDITIONS. IF YOU MAKE ANY OTHER USE OF THIS COMPANY, EXCEPT AS
OTHERWISE PROVIDED HEREIN, YOU MAY VIOLATE COPYRIGHT AND OTHER LAWS OF THE UNITED STATES, OTHER
COUNTRIES, AS WELL AS APPLICABLE STATE LAWS AND MAY BE SUBJECT TO PENALTIES.
9. TRADEMARKS. THE TRADEMARKS, SERVICE MARKS, AND LOGOS (THE "TRADEMARKS") USED AND DISPLAYED ON
THIS COMPANY ARE REGISTERED AND UNREGISTERED TRADEMARKS OF RESPONSE MAKERS, LLC. AND OTHERS.
NOTHING ON THIS COMPANY SHOULD BE CONSTRUED AS GRANTING, BY IMPLICATION, DIVORCESTOPPER, OR
OTHERWISE, ANY LICENSE OR RIGHT TO USE ANY TRADEMARK DISPLAYED ON THE SITE, WITHOUT THE WRITTEN
PERMISSION OF THE TRADEMARK OWNER. RESPONSE MAKERS, LLC. AGGRESSIVELY ENFORCES ITS INTELLECTUAL
PROPERTY RIGHTS TO THE FULLEST EXTENT OF THE LAW. THE TRADEMARK(S) CONTRACT MAKER MAY NOT BE
USED IN ANY WAY, INCLUDING IN ADVERTISING OR PUBLICITY PERTAINING TO DISTRIBUTION OF
MATERIALS ON THIS COMPANY, WITHOUT PRIOR, WRITTEN PERMISSION. RESPONSE MAKERS, LLC. PROHIBITS USE
OF ANY OF THE FORGOING NAMES OR MARKS AS A METATAG OR AS A "HOT" LINK TO ANY RESPONSE MAKERS, LLC.
SITE UNLESS ESTABLISHMENT OF SUCH A LINK IS APPROVED IN ADVANCE BY RESPONSE MAKERS, LLC. IN
WRITING. IF YOU HAVE ANY QUESTIONS REGARDING ANY TRADEMARKS ON THE SITE, PLEASE CONTACT RESPONSE
MAKERS, LLC..
10. LINKS. THIS COMPANY MAY PROVIDE LINKS TO OTHER INTERNET SITES. RESPONSE MAKERS, LLC. IS NOT
RESPONSIBLE FOR THE AVAILABILITY OF SUCH OTHER SITES AND DOES NOT ENDORSE AND IS NOT RESPONSIBLE
OR LIABLE FOR ANY CONTENT, PRODUCTS OR OTHER MATERIALS AVAILABLE ON SUCH OTHER SITES. LINKS TO
EXTERNAL WEB SITES DO NOT CONSTITUTE AN ENDORSEMENT BY RESPONSE MAKERS, LLC. OF THOSE SITES OR
THE SPONSORS OF SUCH SITES OR THE CONTENT, PRODUCTS, ADVERTISING OR OTHER MATERIALS PRESENTED ON
SUCH SITES. FURTHER, RESPONSE MAKERS, LLC. RESERVES THE RIGHT TO TERMINATE ANY LINK OR LINKING
PROGRAM AT ANY TIME. RESPONSE MAKERS, LLC. DOES NOT AUTHOR, EDIT, OR MONITOR THESE UNOFFICIAL
PAGES OR LINKS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT RESPONSE MAKERS, LLC. SHALL NOT BE
RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE
CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY INFORMATION, GOODS OR SERVICES AVAILABLE
ON OR THROUGH ANY SUCH SITE. IF YOU DECIDE TO ACCESS ANY OF THE THIRD PARTY SITES LINKED TO THIS
COMPANY, YOU DO THIS ENTIRELY AT YOUR OWN RISK.
11. PARTICIPATION IN PROMOTIONS OF ADVERTISERS. YOU MAY ENTER INTO CORRESPONDENCE WITH
OR PARTICIPATE IN PROMOTIONS OF ADVERTISERS PROMOTING THEIR PRODUCTS OR SERVICES ON THIS COMPANY
("ADVERTISERS"). YOU ACKNOWLEDGE AND AGREE THAT ANY SUCH CORRESPONDENCE OR PARTICIPATION, INCLUDING
THE DELIVERY OF AND THE PAYMENT FOR GOODS AND SERVICES, AND ANY OTHER TERMS, CONDITIONS, WARRANTIES
OR REPRESENTATIONS ASSOCIATED WITH SUCH CORRESPONDENCE OR PROMOTIONS, ARE SOLELY BETWEEN YOU
AND ADVERTISER. EVERYTHINGLEADS.COM SHALL HAVE NO LIABILITY, OBLIGATION OR RESPONSIBILITY
WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH ANY SUCH CORRESPONDENCE OR PARTICIPATION OR
TRANSACTIONS.
12. MONITORING. YOU ACKNOWLEDGE THAT RESPONSE MAKERS, LLC. OR ITS DESIGNEES RESERVES THE RIGHT
TO, AND MAY FROM TIME TO TIME, MONITOR ANY AND ALL ACTIVITY OR INFORMATION TRANSMITTED OR RECEIVED
THROUGH THIS COMPANY. RESPONSE MAKERS, LLC., IN ITS SOLE DISCRETION AND WITHOUT FURTHER NOTICE TO
YOU, MAY (BUT IS NOT OBLIGATED TO) REVIEW, CENSOR OR PROHIBIT ANY ACTIVITY OR THE TRANSMISSION
OR RECEIPT OF ANY INFORMATION WHICH RESPONSE MAKERS, LLC. DEEMS INAPPROPRIATE (SUCH AS THAT
SPECIFIED IN ABOVE) OR THAT VIOLATES ANY TERM OR CONDITION OF THIS AGREEMENT. DURING
MONITORING, INFORMATION MAY BE EXAMINED, RECORDED, COPIED, AND USED FOR AUTHORIZED PURPOSES. USE OF
THIS COMPANY, AUTHORIZED OR UNAUTHORIZED, CONSTITUTES CONSENT TO SUCH MONITORING. UNAUTHORIZED
USES AND UNAUTHORIZED USERS OF THIS COMPANY WILL BE PROSECUTED TO THE FULL EXTENT OF THE LAW.
13. NO WARRANTIES. THIS COMPANY AND ALL INFORMATION CONTAINED ON THIS COMPANY, AND EXCEPT TO THE
EXTENT EXPRESSLY PROVIDED IN A LICENSE AGREEMENT FOR DATA OR CONTENT, ALL GOODS AND SERVICES
OBTAINED THROUGH THIS COMPANY, ARE PROVIDED ON AN "AS IS" BASIS FROM RESPONSE MAKERS, LLC AND
ITS INFORMATION PROVIDERS, RESPONSE MAKERS, LLC AND ITS AFFILIATES AND CONTENT PROVIDERS
MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, RELATING TO THIS
AGREEMENT, THE PERFORMANCE UNDER THIS AGREEMENT, THE SERVICES AVAILABLE ON THIS COMPANY, THE
OPERATION OF THE DATA AVAILABLE ON THIS COMPANY, THE TRANSACTIONS PERFORMED ON THIS COMPANY, OR
THE INFORMATION, CONTENT, MATERIALS AND/OR PRODUCTS INCLUDED ON THIS COMPANY. TO THE
FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, EACH OF RESPONSE MAKERS, LLC AND RESPONSE MAKERS,
LLC AFFILIATES AND CONTENT PROVIDERS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT
NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE AND/OR NONINFRINGMENT. YOU ACKNOWLEDGE THAT NEITHER THIS COMPANY NOR THE CONTRACT MAKER
INTERNET SERVICE IS ENGAGED IN PROVIDING PROFESSIONAL SERVICES OR ADVICE, AND THAT IT IS YOUR
RESPONSIBILITY TO SEEK COMPETENT COUNSEL TO ADVISE YOU REGARDING THE APPLICABILITY OF ANY
CONTENT AVAILABLE ON THIS COMPANY TO SPECIFIC FACTUAL SITUATIONS. NO ATTORNEY-CLIENT
RELATIONSHIP IS INTENDED NOR CREATED THROUGH YOUR USE OF THIS COMPANY, THE CONTRACT MAKER
INTERNET SERVICE, OR THE CONTENT. YOU ASSUME THE ENTIRE RISK OF SELECTION AND USE OF THE CONTENT
AVAILABLE AT THIS COMPANY. WITHOUT LIMITING THE FOREGOING, NONE OF RESPONSE MAKERS, LLC NOR RESPONSE
MAKERS, LLC AFFILIATES OR CONTENT PROVIDERS MAKES ANY WARRANTY THAT (I) THE GOODS OR SERVICES
OFFERED ON THIS COMPANY WILL MEET YOUR REQUIREMENTS, (II) THE GOODS OR SERVICES OFFERED ON THIS
COMPANY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE
OBTAINED FROM THE USE OF THE GOODS OR SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE CONTENT
OR INFORMATION AVAILABLE ON THIS COMPANY IS COMPLETE, ACCURATE OR AVAILABLE, OR (V) THE
QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU
THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN,
OBTAINED BY YOU FROM RESPONSE MAKERS, LLC OR THROUGH THIS COMPANY SHALL CREATE ANY WARRANTY NOT
EXPRESSLY MADE HEREIN.
14. LIMITED LIABILITY. RESPONSE MAKERS, LLC AND ALL OF RESPONSE MAKERS, LLC S' AFFILIATES AND DATA
PROVIDERS AND THEIR RESPECTIVE SHAREHOLDERS AND AFFILIATES SHALL NOT BE LIABLE FOR ANY LOSS OF
BUSINESS, LOSS OF USE OR OF DATA, INTERRUPTION OF BUSINESS, LOST PROFITS OR GOODWILL, OR OTHER
INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS
AGREEMENT, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS AND WHETHER OR NOT THEY
HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT SUCH DAMAGES MIGHT BE INCURRED, AND NOTWITHSTANDING
ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THIS EXCLUSION INCLUDES ANY LIABILITY
THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST YOU. YOU AGREE THAT REGARDLESS OF ANY STATUTE
OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE
GOODS OR SERVICES PROVIDED ON THIS COMPANY OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR
AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. YOU FURTHER AGREE IF YOU
BECOME ENTITLED TO ANY RECOVERY, THAT YOUR RECOVERY SHALL BE LIMITED TO THE AMOUNT OF FEES OR
PAYMENTS MADE TO RESPONSE MAKERS, LLC , IF ANY, FOR THE SERVICE, DATA OR CONTENT AT ISSUE.
15. INDEMNITY. YOU SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS RESPONSE MAKERS, LLC. AND ITS
CONTENT PROVIDERS AND THEIR RESPECTIVE SHAREHOLDERS, AFFILIATES, EMPLOYEES, AGENTS, SUCCESSORS,
OFFICERS, AND ASSIGNS, FROM ANY SUITS, LOSSES, CLAIMS, DEMANDS, LIABILITIES, COSTS AND
EXPENSES (INCLUDING ATTORNEY AND ACCOUNTING FEES) THAT THEY MAY SUSTAIN OR INCUR ARISING FROM (I)
YOUR USE OF THE INFORMATION WHICH IS EMAILED AT OR DOWNLOADED FROM THIS COMPANY, (II) YOUR
FAILURE TO COMPLY WITH ANY APPLICABLE LAWS AND REGULATIONS (INCLUDING WITHOUT LIMITATION THOSE
REGARDING THE EXPORT OF PRODUCTS OR TECHNOLOGY ABROAD) OR TO OBTAIN ANY LICENSES OR APPROVALS
FROM THE APPROPRIATE GOVERNMENT AGENCIES NECESSARY TO PURCHASE OR SELL THE SUBJECT GOODS AND
SERVICES, (III) YOUR USE OF THE CONTENT AVAILABLE ON THIS COMPANY IN ANY WAY CONTRARY TO THIS
AGREEMENT (D) YOUR BREACH OF ANY OF YOUR REPRESENTATIONS, WARRANTIES OR OBLIGATIONS SET FORTH IN
THIS AGREEMENT, (IV) THE SALE, PURCHASE, TRANSPORTATION, DELIVERY, USE OR DISPOSAL OF ANY
RESPONSE MAKERS, LLC. SERVICE, PRODUCT, OR DOWNLOAD ASSOCIATED WITH THIS COMPANY OR AVAILABLE
THROUGH OTHER SITES, OR ANY LOSS SUFFERED BY OR HARM TO ANY PERSON OR PROPERTY IN ANY WAY RELATING
TO OF CAUSED IN WHOLE OR IN PART BY YOUR USE OF THIS COMPANY OR ANY SERVICE, PRODUCT, OR DOWNLOAD
ASSOCIATED WITH THIS COMPANY (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURIES OR DEATH OF ANY
THIRD PERSON CAUSED IN WHOLE OR IN PART BY SUCH PRODUCTS OR SERVICES, THE USE, TRANSPORTATION,
DELIVERY, STORAGE, HANDLING OR RELEASE THEREOF), AND (V) ANY TAXES ATTRIBUTABLE TO THE RELATING
TO ANY SERVICE, PRODUCT, OR DOWNLOAD ASSOCIATED WITH THIS COMPANY.
16. BENEFICIARIES OF THIS AGREEMENT; NO OTHER AGREEMENTS. THE RIGHTS AND LIMITATIONS IN THIS
AGREEMENT ARE FOR THE BENEFIT OF RESPONSE MAKERS, LLC. AND EACH OF RESPONSE MAKERS, LLC.'S CONTENT
PROVIDERS, EACH OF WHICH SHALL HAVE THE RIGHT TO ENFORCE ITS RIGHTS HEREUNDER DIRECTLY AND ON ITS
OWN BEHALF.
17. TERMINATION. YOU AGREE THAT RESPONSE MAKERS, LLC. MAY, AT ITS SOLE DISCRETION, DENY
YOU ACCESS TO THE SITE AND DISABLE ANY USER NAME AND PASSWORD ASSOCIATED WITH YOU FOR ANY REASON,
INCLUDING, WITHOUT LIMITATION, IF RESPONSE MAKERS, LLC. BELIEVES THAT YOU HAVE VIOLATED OR ACTED
INCONSISTENTLY WITH THE LETTER OR SPIRIT OF THIS AGREEMENT. RESPONSE MAKERS, LLC. RESERVES THE
RIGHT AT ANY TIME AND FROM TIME TO TIME TO MODIFY OR DISCONTINUE, TEMPORARILY OR
PERMANENTLY, THE SERVICES OFFERED UNDER THIS COMPANY (OR ANY PART THEREOF) WITH OR WITHOUT NOTICE.
YOU AGREE THAT RESPONSE MAKERS, LLC. SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY
MODIFICATION, SUSPENSION OR DISCONTINUANCE OF THE SERVICES OFFERED UNDER THIS COMPANY.
18. CONSUMER RIGHTS. RESPONSE MAKERS, LLC. MAINTAINS SPECIFIC CONTACT INFORMATION
INCLUDING AN E-MAIL ADDRESS FOR NOTIFICATIONS OF COMPLAINTS AND FOR INQUIRIES REGARDING POLICIES.
ALL CORRESPONDENCE SHOULD BE ADDRESSED TO RESPONSE MAKERS, LLC.'S AGENT FOR NOTICE AT THE FOLLOWING
ADDRESS:
EMAIL: INFO@EXACTSALESLEADS.COM RESPONSE MAKERS, LLC., INC 316 WEST MILLBROOK #201 AND 205 YOU
MAY CONTACT RESPONSE MAKERS, LLC. WITH COMPLAINTS AND INQUIRIES AND RESPONSE MAKERS, LLC. WILL
INVESTIGATE THOSE MATTERS AND RESPOND TO ALL INQUIRIES.
19. CORRESPONDENCE. UNLESS A SPECIAL REQUEST IS MADE VIA AN EMAIL AND IS RECEIVED FOR THE
PURPOSE OF THE PURCHASE OF THE BOUND EDITION NOTHING WILL EVER BE SENT VIA POSTAL MAIL. THIS
PRODUCT IS IN ELECTRONIC FORM.
20. CONTROLLING LAW. THIS AGREEMENT SHALL BE CONSTRUED UNDER THE LAWS OF THE STATE OF NORTH
CAROLINA, USA, EXCLUDING RULES REGARDING CONFLICTS OF LAW. THE APPLICATION THE UNITED NATIONS
CONVENTION OF CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED.
21. JURISDICTION AND VENUE. YOU AND RESPONSE MAKERS, LLC. AGREE TO SUBMIT TO THE EXCLUSIVE PERSONAL
JURISDICTION OF THE COURTS OF WAKE COUNTY IN THE STATE OF NORTH CAROLINA, USA IN ALL LEGAL
PROCEEDINGS ARISING UNDER THIS AGREEMENT. 22. BY SUBMITTING YOUR ORDER FORM YOU AGREE TO OUR
RETURN POLICY. NO "CHARGEBACK" FROM YOUR CREDIT CARD COMPANY WILL BE ALLOWED.
23. COLLECTION. WE WILL WITH VIGOR ATTEMPT TO COLLECT ANY AND ALL BAD DEBTS DEEMED APPROPRIATE
BY RESPONSE MAKERS, LLC. WHICH MAY INCLUDE A COURT JUDGMENT FILED AGAINST YOU IN RALEIGH, NORTH
CAROLINA.
24. THE INFORMATION CONTAINED WITHIN ALL MEDIA "DATA, EMAILS, WEBSITE ANY TRANSMITTED OR
COMMUNICATED FORM" IS PURCHASED SPECIFICALLY FOR YOU BY A TRUSTED VENDOR AND IS BELIEVED TO BE TRUE
AND ACCURATE, ANY DISCREPANCIES MUST BE MADE WITIN 72 HOURS.
25. CHARGEBACKS ON ANY ORDER DELIVERED OR NOT ARE NOT TOLERATED, YOU HEREBY AGREE TO PAY AN
ADDITIONAL 300% OF YOUR INVOICE AMOUNT IF YOU HAVE 1. SIGNED OFF ON YOUR INVOICE AND 2. HAVE BEEN
DELIVERED EXACTLY WHAT YOU SIGNED OFF ON. IN ADDITION A 10% PER MONTH FEE IS ASSESSED TO YOUR
ACCOUNT UNTIL THE NEW BALANCE IS PAID. WE AGRESSIVLY COLLECT ALL BAD DEBT TO THE FURTHEST EXTENT
OF THE LAW.
26. 8. MISCELLANEOUS.
8.1 ASSIGNMENT. RESPONSE MAKERS, LLC MAY ASSIGN THIS AGREEMENT OR ANY RIGHTS OR OBLIGATIONS UNDER
THIS AGREEMENT TO AN ENTITY THAT IS CONTROLLED BY, CONTROLS OR IS UNDER COMMON CONTROL WITH
RESPONSE MAKERS, LLC. OTHERWISE, NEITHER THIS AGREEMENT, NOR ANY RIGHTS OR OBLIGATIONS UNDER IT
MAY BE ASSIGNED BY A PARTY WITHOUT THE WRITTEN CONSENT OF THE OTHER PARTIES, WHICH CONSENT
SHALL NOT BE UNREASONABLY WITHHELD. ANY MERGER, CONSOLIDATION, OR OTHER REORGANIZATION OF YOU,
THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF YOU, OR THE SALE OR OTHER TRANSFER OF A 50%
OR MORE INTEREST IN THE OUTSTANDING VOTING OR OTHER EQUITY INTEREST OF YOU BY ANY PERSON, OR
GROUP OR PERSONS ACTING IN CONCERT, SHALL CONSTITUTE AN ASSIGNMENT FOR THE PURPOSES OF THIS
SECTION. ANY ATTEMPT THAT IS CONTRARY TO THE TERMS OF THIS SECTION TO ASSIGN THIS AGREEMENT OR
TO DELEGATE OR OTHERWISE TRANSFER IN ANY MANNER ANY RIGHTS OR OBLIGATIONS ARISING UNDER IT WILL BE
VOID.
8.2 STATUS OF YOU. THE PARTIES ACKNOWLEDGE THAT YOU IS NOT A CONSUMER CREDIT REPORTING AGENCY OR
CREDIT BUREAU AS DEFINED BY THE FAIR CREDIT REPORTING ACT OF 1970, 15 U.S.C. 1681, ET SEQ., AS
AMENDED.
8.3 CONSENT TO BREACH NOT WAIVED. NO PARTY WILL, BY THE LAPSE OF TIME, AND WITHOUT GIVING
WRITTEN NOTICE, BE DEEMED TO HAVE WAIVED ANY OF ITS RIGHTS UNDER THIS AGREEMENT. NO WAIVER OF A
BREACH OF THIS AGREEMENT WILL CONSTITUTE A WAIVER OF ANY PRIOR OR SUBSEQUENT BREACH OF THIS
AGREEMENT.
8.4 NOTICES. NOTICES MUST BE IN WRITING, MUST BE DELIVERED ACCORDING TO CLAUSE (A) OR (B) BELOW,
AND MUST BE DELIVERED TO RESPONSE MAKERS, LLC, ATTN: GENERAL COUNSEL, 1550 PEACHTREE STREET, NW,
ATLANTA, GA 30309 AND TO CLIENT AND YOU AT THE RESPECTIVE ADDRESSES SET FORTH ON THE SIGNATURE
PAGE OF THIS AGREEMENT, OR TO SUCH OTHER ADDRESS AS A PARTY MAY DESIGNATE BY NOTICE IN ACCORDANCE
WITH THIS PROVISION. ALL NOTICES UNDER THIS AGREEMENT WILL BE DEEMED GIVEN ON THE DATE OF DELIVERY
(A) BY A NATIONALLY RECOGNIZED OVERNIGHT COURIER, OR (B) BY CERTIFIED MAIL, RETURN RECEIPT
REQUESTED. NOTICE TO CLIENT WILL BE SUFFICIENT NOTICE TO ALL CLIENT AFFILIATES.
8.5 FORCE MAJEURE. NO PARTY WILL BE LIABLE TO THE OTHER FOR ANY DELAY OR INTERRUPTION IN
PERFORMANCE AS TO ANY OBLIGATION HEREUNDER RESULTING FROM GOVERNMENTAL EMERGENCY ORDERS,
JUDICIAL OR GOVERNMENTAL ACTION, EMERGENCY REGULATIONS, SABOTAGE, RIOTS, VANDALISM, LABOR
STRIKES OR DISPUTES, ACTS OF GOD, FIRES, ELECTRICAL FAILURE, MAJOR COMPUTER HARDWARE OR
SOFTWARE FAILURES, EQUIPMENT DELIVERY DELAYS, ACTS OF THIRD PARTIES, OR DELAYS OR INTERRUPTIONS IN
PERFORMANCE BEYOND ITS REASONABLE CONTROL.
8.6 ENTIRE AGREEMENT. THIS AGREEMENT, TOGETHER WITH THE PROVISIONS OF THE AGREEMENT FOR
SERVICE PURSUANT TO SECTION 1.3 HEREOF, CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER CONTAINED HEREIN AND MAY NOT BE AMENDED EXCEPT BY A WRITTEN AGREEMENT
THAT ACKNOWLEDGES MODIFICATION OF THIS AGREEMENT, AND THAT IS SIGNED BY AN AUTHORIZED
REPRESENTATIVE OF CLIENT, YOU AND RESPONSE MAKERS, LLC. THIS AGREEMENT WILL NOT BE MORE STRONGLY
CONSTRUED AGAINST EITHER PARTY, REGARDLESS OF WHO IS MORE RESPONSIBLE FOR ITS PREPARATION.
8.7 SEVERABILITY. IF ANY PART OF THIS AGREEMENT IS FOUND TO BE ILLEGAL OR UNENFORCEABLE, THEN
THAT PART WILL BE CURTAILED ONLY TO THE EXTENT NECESSARY TO MAKE IT, AND THE REMAINDER OF THE
AGREEMENT, LEGAL AND ENFORCEABLE.
8.8 APPLICABLE LAW. THIS AGREEMENT WILL BE GOVERNED SOLELY BY THE INTERNAL LAWS OF THE STATE OF
GEORGIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
8.9 INDEPENDENT CONTRACTOR. NOTHING IN THIS AGREEMENT CREATES A JOINT VENTURE, PARTNERSHIP,
PRINCIPAL-AGENT OR MUTUAL AGENCY RELATIONSHIP BETWEEN THE PARTIES. NO PARTY HAS ANY RIGHT OR POWER
UNDER THIS AGREEMENT TO CREATE ANY OBLIGATION, EXPRESSED OR IMPLIED, ON BEHALF OF ANY OTHER PARTY.
8.10 HEADINGS. THE TITLES OR CAPTIONS USED IN THIS AGREEMENT ARE FOR CONVENIENCE ONLY AND WILL NOT
BE USED TO CONSTRUE OR INTERPRET ANY PROVISION HEREOF. BY USING ANY SERVICE PROVIDED BY
RESPONSE MAKERS LLC YOU AFFIRM THAT YOU HAVE READ THIS ENTIRE AGREEMENT AND AGREE TO ALL ITS TERMS
AND CONDITIONS. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS
AGREEMENT, PLEASE DO NOT PURCHASE FROM THIS COMPANY.
EXHIBIT A ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO SCORES
(A) YOU ACKNOWLEDGE THAT THE SCORES ARE PROPRIETARY AND SHALL NOT PROVIDE THE SCORES TO ANY OTHER
PARTY OTHER THAN THE APPLICABLE CLIENT WITHOUT THE PRIOR WRITTEN CONSENT OF RESPONSE MAKERS, LLC
AND ANY THIRD PARTY WITH A PROPRIETARY INTEREST IN THE SCORES OR USE THE SCORES FOR ANY PURPOSE
OTHER THAN THE SERVICES REQUIRED BY RESPONSE MAKERS, LLC ON BEHALF OF THE APPLICABLE CLIENT. ALL
SCORES PROVIDED HEREUNDER WILL BE HELD IN STRICT CONFIDENCE AND MAY NEVER BE SOLD, LICENSED,
COPIED, REUSED, DISCLOSED, REPRODUCED, REVEALED OR MADE ACCESSIBLE, IN WHOLE OR IN PART, TO ANY
PERSON EXCEPT (I) TO THE APPLICABLE CLIENT; (II) TO THOSE EMPLOYEES OF YOU WITH A NEED TO
KNOW AND IN THE COURSE OF THEIR EMPLOYMENT; OR (III) AS REQUIRED BY LAW.
(B) YOU MAY STORE SCORES SOLELY FOR YOUR OWN USE IN FURTHERANCE OF YOUR ORIGINAL PURPOSE FOR
OBTAINING THE SCORES.
(C) YOU SHALL NOT REVERSE ENGINEER THE SCORES AND SHALL NOT USE THE SCORES FOR MODEL DEVELOPMENT,
MODEL VALIDATION, OR MODEL CALIBRATION.
(D) YOU SHALL NOT RESELL THE SCORES OR USE THE SCORES TO MAINTAIN OR POPULATE A PROSPECT DATABASE
(I.E., A DATA REPOSITORY OF INFORMATION ON PROSPECTIVE AND/OR CURRENT CUSTOMERS MAINTAINED ON
BEHALF OF THE CLIENT WHICH IS USED TO GENERATE SOLICITATIONS IN ORDER TO ACQUIRE NEW ACCOUNTS
FOR THE CLIENT), UNLESS THE APPROPRIATE AGREEMENT HAS BEEN ENTERED INTO WITH RESPONSE MAKERS,
LLC.
EXHIBIT B
DISPOSAL OF CONSUMER INFORMATION
DEFINITIONS:
AS USED HEREIN, THE TERM "CONSUMER INFORMATION" SHALL MEAN ANY RECORD ABOUT AN INDIVIDUAL, WHETHER
IN PAPER, ELECTRONIC, OR OTHER FORM, THAT IS A CONSUMER REPORT OR IS DERIVED FROM A CONSUMER
REPORT. CONSUMER INFORMATION ALSO MEANS A COMPILATION OF SUCH RECORDS. CONSUMER INFORMATION DOES
NOT INCLUDE INFORMATION THAT DOES NOT IDENTIFY INDIVIDUALS, SUCH AS AGGREGATE INFORMATION OR BLIND
DATA. "DISPOSE," "DISPOSING," OR "DISPOSAL" MEANS: (1) THE DISCARDING OR ABANDONMENT OF CONSUMER
INFORMATION, OR (2) THE SALE, DONATION, OR TRANSFER OF ANY MEDIUM, INCLUDING COMPUTER EQUIPMENT,
UPON WHICH CONSUMER INFORMATION IS STORED. PROPER DISPOSAL OF CONSUMER INFORMATION.(A) STANDARD.
ANY PERSON WHO MAINTAINS CONSUMER INFORMATION FOR A BUSINESS PURPOSE MUST PROPERLY DISPOSE OF SUCH
INFORMATION BY TAKING REASONABLE MEASURES TO PROTECT AGAINST UNAUTHORIZED ACCESS TO OR USE OF THE
INFORMATION IN CONNECTION WITH ITS DISPOSAL.(B) EXAMPLES. REASONABLE MEASURES TO PROTECT
AGAINST UNAUTHORIZED ACCESS TO OR USE OF CONSUMER INFORMATION IN CONNECTION WITH ITS
DISPOSAL INCLUDE THE FOLLOWING EXAMPLES.
1) IMPLEMENTING AND MONITORING COMPLIANCE WITH POLICIES AND PROCEDURES THAT REQUIRE THE
BURNING, PULVERIZING, OR SHREDDING OF PAPERS CONTAINING CONSUMER INFORMATION SO THAT THE
INFORMATION CANNOT PRACTICABLY BE READ OR RECONSTRUCTED.
(2) IMPLEMENTING AND MONITORING COMPLIANCE WITH POLICIES AND PROCEDURES THAT REQUIRE THE
DESTRUCTION OR ERASURE OF ELECTRONIC MEDIA CONTAINING CONSUMER INFORMATION SO THAT THE
INFORMATION CANNOT PRACTICABLY BE READ OR RECONSTRUCTED.
(3) AFTER DUE DILIGENCE, ENTERING INTO AND MONITORING COMPLIANCE WITH A CONTRACT WITH ANOTHER PARTY
ENGAGED IN THE BUSINESS OF RECORD DESTRUCTION TO DISPOSE OF MATERIAL, SPECIFICALLY IDENTIFIED
AS CONSUMER INFORMATION, IN A MANNER CONSISTENT WITH THIS RULE.
(4) FOR PERSONS WHO MAINTAIN CONSUMER INFORMATION THROUGH THEIR PROVISION OF SERVICES DIRECTLY
TO A PERSON SUBJECT TO THIS PART, IMPLEMENTING AND MONITORING COMPLIANCE WITH POLICIES AND
PROCEDURES THAT PROTECT AGAINST UNAUTHORIZED OR UNINTENTIONAL DISPOSAL OF CONSUMER
INFORMATION, AND DISPOSING OF SUCH INFORMATION IN ACCORDANCE WITH EXAMPLES (B) (1) AND (2) OF
THIS SECTION.
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