ACXIOM CORPORATION DATA PRODUCTS LICENSE AGREEMENT - ("Agreement")

NOTICE TO SUBSCRIBERS:

THIS IS A LEGALLY BINDING AGREEMENT. READ IT CAREFULLY. BY CHOOSING "ACCEPT", YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT WHICH SHALL GOVERN YOUR USE OF THE PRODUCTS ORDERED. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, CHOOSE "DECLINE" BELOW OR SIMPLY RETURN TO THE PREVIOUS PAGE. ONCE YOU ACCEPT THE TERMS OF THIS AGREEMENT AS PROVIDED ABOVE, YOU CANNOT SUBSEQUENTLY DECLINE SUCH TERMS WITHOUT THE PRIOR WRITTEN CONSENT OF ACXIOM CORPORATION ("ACXIOM"). IF YOU ARE ACTING IN A BROKER CAPACITY IN THE PLACEMENT OF ORDERS ON BEHALF YOUR CLIENT ("CLIENT"), THEN BY ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU HEREBY CERTIFY THAT YOU HAVE THE AUTHORITY AS A LEGAL AGENT TO BIND YOUR CLIENT, WHO IS THE ULTIMATE USER OF THE PRODUCT, TO THE TERMS SET FORTH HEREIN. IN THE EVENT THAT YOU ACT BEYOND THE SCOPE OF YOUR AUTHORITY BY ACCEPTING THIS AGREEMENT ON BEHALF OF YOUR CLIENT, THEN YOU SHALL GUARANTY YOUR CLIENT’S PERFORMANCE AND SHALL BE RESPONSIBLE FOR ANY BREACH OF THIS AGREEMENT BY YOUR CLIENT. FURTHER, YOU HEREBY AGREE TO OBTAIN YOUR CLIENT’S WRITTEN AGREEMENT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT WITH RESPECT TO USE OF THE PRODUCT. IN THE EVENT THAT YOU HAVE ACCESS TO OR USE OF THE PRODUCT ON BEHALF YOUR CLIENT, THEN YOUR USE OF THE PRODUCT SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AS IF YOU WERE THE CLIENT. WHETHER YOU ARE LICENSING THE PRODUCT FOR YOUR OWN INTERNAL USE OR PLACING AN ORDER FOR YOUR CLIENT, YOU MAY BE REFERRED TO IN THIS AGREEMENT AS "CUSTOMER."

For good and valuable consideration, the sufficiency of which is hereby acknowledged, Acxiom grants to you a limited, non-transferable, non-exclusive license to use the Product (as defined below), subject to the following:

Fees. Customer agrees to pay the fees for the Products as set forth in the MyAcxiom system or via invoices issued by Acxiom. Company agrees that the fees for all InfoBase-X Consumer List orders are based upon estimated record counts, and invoiced charges are computed on the actual number of records. Prices will be adjusted and invoiced pursuant thereto. Cancellations or changed orders for Consumer List data prior to full processing will be evidenced by a new Order Form executed by the parties and may change the delivery date and will be subject to work-in-process charges. Orders for List data not used and cancelled after processing and within five (5) days of order date shall be subject to a cancellation fee of $7.50 per 1000 records with a $25 minimum. Orders may not be cancelled after 5 business days from the date of the order. Changes in specifications, schedules or materials are subject to additional charges as determined by Acxiom and will be added to the invoice. All amounts are due within thirty (30) days of Company's receipt of an invoice. In the event of a good faith dispute as to the calculation of an invoice, Company shall immediately give written notice to Acxiom stating the details of any such dispute and shall promptly pay any undisputed amount. The acceptance by Acxiom of such partial payment shall not constitute a waiver of payment in full by Acxiom of the disputed amount. Any undisputed amounts not paid within thirty (30) days of receipt of invoice shall accrue interest at a rate of one percent (1%) per month or the maximum lawful rate, whichever is less. Notwithstanding anything to the contrary contained in this Agreement, a Schedule, or an Order Form, failure to make timely payments shall constitute a default hereunder and shall entitle Acxiom to suspend its provision of the Products immediately and require payment in advance until Company's account is paid in full. Company agrees to pay all fees owed to Acxiom regardless of whether Company has received any payments owed to Company by the End User or any third party. Unless otherwise specified, all charges are exclusive of taxes. Company will pay all taxes (including, but not limited to, sales, use, excise, value added, and gross receipts taxes) levied in connection with the Agreement (whether included on an invoice or identified during an audit), except taxes based upon Acxiom’s net income, corporate franchise, business license, payroll withholding or property taxes on Acxiom-owned assets. Company is responsible for personal property taxes on Company-owned assets located at any Acxiom site. Acxiom will collect taxes from Company only in jurisdictions that Acxiom has a nexus. Company will provide Acxiom with any state tax exemptions in a timely manner. If Acxiom does not collect taxes for any reason, Company remains responsible for remitting taxes when appropriate to the applicable taxing authority as the consumer or reseller of the Products. The parties will cooperate with each other in connection with any audit, inquiry, trial, or appeal regarding taxes in connection with the Agreement, including any tax determination or exemption documentation. Company is not responsible for penalties or interest arising from Acxiom's failure to properly collect or remit taxes to the applicable tax authorities.

Term. The terms and conditions set forth in this Agreement shall continue in full force and effect for as long as Customer uses the consumer lists and demographic data elements and related data processing services provided pursuant to this Agreement (collectively the "Product"). Upon the expiration or earlier termination of this Agreement for any reason, Customer shall, and if applicable, shall require its Client, at Acxiom’s option, to destroy or return to Acxiom the respective Product and any copies thereof and certify in a writing to be delivered to Acxiom within five (5) business days following such destruction or return that the Customer has fully complied with the requirements of this Section. In the event that legislation or governmental regulations or the Data Owners’ (as defined below) requirements limit or prohibit the delivery or use of the Product, or if, in its reasonable judgment, delivery or use of any Product would violate any such legislation, regulations or requirements, Acxiom may suspend delivery of such Product or terminate this Agreement upon the effective date of such legislation, regulations, or requirements and Customer shall discontinue using the Product.

Title. Customer acknowledges that the Data shall at all times remain the intellectual property of Acxiom or the third party data owners ("Data Owners") who provided the Data to Acxiom, and that Customer has no proprietary rights whatsoever in the Data. Acxiom acknowledges that any Customer data submitted to Acxiom for processing shall at all times remain the intellectual property of Customer and that Acxiom has no proprietary rights whatsoever in such Customer data.

Acxiom Postal Optimization Products (AddressAbility, Acxiom Best Address, Acxiom ChangePlus, NCOALink™*, LACSLink™ and DSF2™*) (Acxiom is a non-exclusive Full Service Provider Licensee of the United States Postal Service®. The following trademarks are owned by the United States Postal Service: United States Postal Service®, NCOALink™, LACSLink™ and DSF2™.). In the event that Customer receives National Change of Address ("NCOA"), LACSLink and Delivery Sequence File ("DSF") [DSF includes Second Generation Delivery Sequence File, i.e. DSF2] as part of the Products, Customer agrees that the sole permitted use of these NCOA Services is to process address lists in the preparation of mail that will be submitted to the USPS for acceptance and delivery. In connection therewith, Customer warrants that it is an entity located or operating within the United States and that it will only use mailing lists processed through the Product for mailing to addresses located within the United States. Customer understands and acknowledges that: (a) Customer must complete and execute a USPS Processing Acknowledgment Form prior to use of NCOALink and DSF2, and (b) a minimum of 100 records per use is required by the USPS.

Sales Restrictions. If you are ordering Products on behalf of your Client, the following restricted sales lists shall apply:

  • Acxiom Competitors. Customer may not place orders for, sublicense or otherwise make the Products available to the following Acxiom competitors: Experian, Equifax, Corelogic, InfoUsa, Epsilon, KnowledgeBase Marketing ("KBM"; Central Address Systems ("CAS"), Merkle and Allant Group. Acxiom may update the foregoing list at any time.
  • PersonicX Syndicated Data Reports. Company is prohibited from marketing and/or providing PersonicX analytic reports that are based upon or that utilize syndicated data to any Client that falls within the following industries: 1) media/advertising industry; 2) organizations that are advertising, promotion, media buying or direct mail agencies; or 3) organizations that are magazines, newspapers, cable, TV and radio networks, yellow page distributors, outdoor advertising, companies or ad-supported internet service and content providers in the absence of Acxiom’s prior written approval, which may be withheld at Acxiom’s sole and reasonable discretion.
  • Nielsen/Claritas Data. Company is prohibited from marketing and/or providing such Claritas products to the following restricted entities: Applied Geographic Solutions (AGS), ASTECH InterMedia, Inc., Asterop, The Buxton Company, ChoicePoint, Comscore Networks, The Dun & Bradstreet Corporation, Environmental Systems Research Institute, Inc. (ESRI), Equifax, EuroRSCG, Experian, geoVue, Information Exchange, Inc. (IXI), including Cohorts, Information Resources, Inc. (IRI), infoUSA, including Donnelly Marketing, MapInfo Corp., Merkle, Pitney Bowes, including PB MapInfo , Thompson Associates, and MarketTech Systems, R.L. Polk, ScanUS, SitesUSA, SRC, Synergos Technologies Inc., including STI PopStats, Tactician Corporation, TARGUSinfo, including Amacai, The Gadberry Group, Tetrad, TNS Telecoms Inc., TransUnion, and Urban Science (USAI).

Permitted Uses / Restrictions: Customer may use the Product in accordance with the following permitted uses, subject to the restrictions set forth herein:

  • The Product may be used for Customer’s marketing programs to consumers and businesses, including house file enhancements, mailing list screens, modelling, and list analysis.
  • The Product must reside and be used in a Customer facility within the United States.
  • The Product will not be sold, leased, rented, or otherwise provided by Customer to any third party except when Customer is acting in a broker capacity for one (1) Client.
  • The Product will not be used: (i) for the benefit of a third party; (ii) in the development of any Product or services to be provided to a third party; (iii) in the conduct of any marketing campaigns promoting a third party’s Product or services; (iv) in connection with any list enhancement or data appending projects performed for a third party; or (v) in look-up services.
  • The Product will only be used to perform marketing through a direct mail, telemarketing, or e-mail campaign and will not be used to perform or support targeted advertising served via the Internet (other than an e-mail campaign), cable or satellite television, or cellular or wireless devices.
  • In no event shall Customer display or distribute the Product or any part of the Product publicly via electronic or digital media or channels.
  • The Product may be rented for either one-time use or multiple use as selected by Customer. Telephone follow-up within sixty (60) days of mail drop is not considered second use. For telemarketing applications, one-time use is defined as usage within sixty (60) days of delivery. The Product is seeded to detect any unauthorized use or duplication thereof, and Customer agrees not to remove seeds from its mailing lists. Customer agrees to pay for the full multiple use charge for Customer’s unauthorized use or duplication of the Product.
  • The Product shall be examined upon the delivery thereof and Customer shall notify Acxiom in writing within thirty (30) days of delivery of any questions or problems. No information shall be accepted after thirty (30) days.
  • Customer may only use the Product to (i) to determine the likelihood that an individual would be interested in or respond to a solicitation from Customer; and (ii) for affirmative advertising uses and not for exclusionary or discriminatory purposes. Customer may not use the Product as a factor in establishing an individual’s creditworthiness or eligibility for (i) credit, (ii) insurance, or (iii) employment, or in connection with credit repair services.
  • Customer shall not use any Product to advertise, sell, or exchange any products or services relating to illegal or illicit activities, including, without limitation, pornographic products or services, illegal drug products or services, or illegal weapons.
  • All marketing communications used in connection with any Product shall (i) be devoid of any reference to any selection criteria or presumed knowledge concerning the intended recipient of such solicitation, or the source of the recipient’s name and address; (ii) comply with all applicable federal and state laws, rules and regulations; and (iii) comply with all applicable privacy policies and with the Direct Marketing Association Guidelines for Ethical Business Practices, and (iv) be in good taste in accordance with generally recognized standards of high integrity. If requested, Client will provide Acxiom with a representative sample of any such marketing communication.
  • Customer agrees that Acxiom may require complete sample mail pieces and telemarketing scripts prior to receipt of the order.
  • Acxiom reserves the right to review and pre-approve the Customer’s intended use of the Product prior to Acxiom’s acceptance of an order.
  • Customer may only use Audience Propensities Data elements: (i) to determine the likelihood that an individual would be interested in or respond to a solicitation from Customer; and (ii) for affirmative marketing uses and not for exclusionary purposes. Customer may not use Audience Propensities Data to determine eligibility for credit, insurance or employment.
  • Acxiom is obligated to comply with certain restrictions and requirements placed upon the use of the Product by the Data Owners. Customer shall strictly comply with all restrictions and requirements now or hereafter imposed upon Acxiom by any Data Owner and made known to Customer in writing.
  • In the event that Customer receives Acxiom’s proprietary standardized yellow pages heading codes, core microcodes, or Acxiom’s SIC schema (collectively, the "Codes") as part of the Product licensed pursuant to this Agreement, Customer may use such Codes only in accordance with the permitted uses described in this Agreement. In addition to the restrictions set forth herein, Customer shall not modify, adapt, translate, reverse engineer, de-compile, disassemble, or otherwise attempt to discover the technology or methodologies underlying the Codes, nor shall Customer instruct or allow anyone else to undertake such prohibited actions.
  • Customer represents and warrants that: (a) it is a duly formed entity (i.e., corporation or limited liability company) in good standing under the laws of the state of its incorporation or organization; (b) it is qualified to transact business in all states where the ownership of its properties or nature of its operations requires such qualification; (c) it has full power and authority to enter into and perform the Agreement; (d) the execution and delivery of the Agreement have been duly authorized; (e) any Customer Data submitted to Acxiom for processing has been legally obtained and provided to Acxiom; and (f) it maintains an information security program that has administrative, technical, and physical safeguards (that are appropriate for Customer’s size and complexity, the nature and scope of Customer’s activities, and the sensitivity of Customer’s consumer information) sufficient to protect any Confidential Information disclosed to Customer by Acxiom pursuant to this Agreement. Customer further warrants that its use of the Product will be in accordance with all applicable laws and regulations, including Customer’s compliance with any applicable registration requirements with state, federal, and other regulatory entities prior to Customer’s use of the Product, including but not limited to registration in states for telemarketing purposes as required by each state.
  • Without limitation of the foregoing, Customer shall not use the Product for credit granting, credit monitoring, account review, accounts receivable management, insurance underwriting, employment or any other "permissible purpose" as defined by the Fair Credit Reporting Act (15 U.S.C. Sec. 1681 et seq ["FCRA"]), Federal Trade Commission interpretations of the FCRA, and similar state statutes, for permitted uses set forth in the Gramm-Leach-Bliley Act,(15 U.S.C. ’6805, et seq) or applicable regulations or in a manner contrary to the Equal Credit Opportunity Act (15 U.S.C.§ 1691 et seq.). Customer will not in any direct mail solicitation, telephone solicitation, or survey refer to any selection criteria or any presumed knowledge about the recipient.
  • Customer shall neither provide to Acxiom nor cause Acxiom to use any: (i) personally identifiable information ("PII") related to a data subject under the age of thirteen; (ii) Social Security number with or without the associated name; (iii) mother’s maiden name with the associated name; (iv) driver’s license or other government issued identification card numbers with the associated name; (v) telephone numbers identified as unlisted or unpublished; (vi) credit, debit card or financial account numbers with the associated name and any required PIN or access code; (vii) personally identifiable payroll/financial information, including employee identification numbers; (viii) financial data that implicates or is governed by the FCRA or similar laws, rules or regulations; or (ix) personally identifiable health information or any data that implicates or is governed by the Health Insurance Portability and Accountability Act or the Health Information Technology for Economic and Clinical Health Act.
  • Customer will not use the Product in any manner to discontinue, cancel, or deprive any individual or group of individuals of an already existing right or benefit.

Confidentiality The Product, Customer Data, this Agreement, and any proprietary or confidential information, including but not limited to user IDs and passwords made available to Customer by Acxiom in order to allow Customer access to Acxiom’s FTP servers (when applicable) to retrieve Product(s), (collectively, "Confidential Information") provided hereunder by one party ("Disclosing Party") to the other ("Receiving Party") shall be held in confidence by the Receiving Party and shall not be disclosed or used for any purpose other than as expressly provided in this Agreement without the prior written consent of the Disclosing Party. The Receiving Party shall: (a) protect the Confidential Information of the Disclosing Party with at least the same degree of care with which it protects its own confidential or proprietary information, but not less than a reasonable degree of care, and (b) instruct its employees and all other parties who are authorized to have access to the Disclosing Party’s Confidential Information of the restrictions contained in this Agreement. Each Receiving Party shall limit access to the Disclosing Party’s Confidential Information to its own employees, agents, contractors, Service Providers (as defined herein), and consultants strictly with a "need to know"; provided, however, that such parties have executed an agreement with the Receiving Party with confidentiality provisions at least as restrictive as those contained herein. The parties hereby undertake to ensure the individual compliance of such employees, agents, contractors, Service Providers and consultants with the terms hereof and shall be responsible for any actions of such employees, agents, contractors, Service Providers and consultants. Receiving Party shall, as soon as reasonably practical after discovery, report to the Disclosing Party any unauthorized use of, disclosure of or access to the Disclosing Party’s Confidential Information, subject to any reasonable restrictions placed on the timing of such notice by a law enforcement or regulatory agency investigating the incident; and take all reasonable measures to prevent any further unauthorized disclosure or access.

Consumer Inquiries. Customer shall be responsible for accepting and responding to any communication initiated by a consumer ("Consumer Inquiries") arising out of Customer’s use of the Product. Customer agrees that it will provide "in house" suppression to consumers, upon request by a consumer, from future marketing initiatives by Customer, and agrees to honor any such request by suppressing such consumer information from Customer’s marketing solicitations. Customer may reference Acxiom as the source of the data within the Products in a written or oral communication to a consumer; provided that Customer has notified Acxiom prior to such communication and has provided Acxiom with a transcript or copy of the proposed communication. Customer shall be responsible for all damages resulting from Customer’s non-compliance with this Section including, without limitation, any applicable special, incidental, indirect, or consequential damages (including punitive damages and damages for loss of goodwill). Additionally, Acxiom may, in its sole discretion and in addition to any available remedy herein or at law or in equity, terminate this Agreement without further notice.

Mobile Ad Campaign Terms and Conditions. The following terms and conditions shall apply to Customer’s use of certain targeted advertising campaigns performed through Acxiom’s partner, 4INFO, Inc. All use of Acxiom Data Products as part of the targeted advertising campaigns shall be subject to the terms and conditions of this Agreement.

  • "Mobile Advertisement Campaign" means delivery of number of Views purchased by you within the specified period of time (for example, 8000 Views within 14 days).
  • "Mobile Banner Advertisement" is a rectangular advertisement of size 320 by 50 pixels placed on a smartphone app, smartphone web site, tablet optimized app or web site and is linked to your own mobile optimized Landing Website.
  • "Landing Website" means the destination website that user reaches upon clicking the Mobile Banner Advertisement.
  • "View" means one appearance of your Mobile Banner Advertisement on a smartphone app, smartphone web site, tablet optimized app or web site.
  • "Click" represents a visit or interaction with your mobile optimized Landing Website from the Mobile Banner Advertisement

The Mobile Banner Advertisement is delivered only as a banner at the top or bottom of screen within a smartphone app, smartphone web site, tablet optimized app or web site. To ensure that your Mobile Banner Advertisement will get the best result, we review them before your Mobile Ad Campaign launches. We reserve the right to reject submissions that contain objectionable content, misleading offers, copyrighted content belonging to others, etc. You acknowledge and agree that Advertiser retains all rights to its own creative content, text, graphics, logos that you submit for use in a Mobile Banner Advertisement, and hereby grants to 4INFO, its affiliates and exchanges and publishers a license to display said creative content, text, graphics, logos in connection with the Mobile Ad Campaign service. You are solely responsible for the accuracy, completeness, legality of all the content including contact numbers, business name, business description, marketing offers and promotions, etc. listed on the Mobile Banner Advertisement and the mobile optimized Landing Website. You acknowledge and agree to provide Landing Website URL for the Mobile Banner Advertisement to function properly. It is at the sole and absolute discretion of 4INFO and its affiliates to determine the appropriate destinations for your Mobile Banner Advertisement. 4INFO and its affiliates also reserve the right to display the Mobile Banner Advertisement any time of the day, any day of the week and any number of times per smartphone or tablet device. You acknowledge and agree to exercise caution, discretion, and judgment in using the Mobile Advertisement Campaign Service. Mobile Banner Advertisement changes on a campaign should be limited to 3 for a 14-day package, 5 for a 30-day package and 10 for a 90-day package. You acknowledge and agree that effectiveness of your Mobile Advertisement Campaign lies in reaching your target audience multiple times within a certain time interval and hence it is important to keep the campaign running. Any excessive stopping and restarting of the campaign will result in review of your account. You acknowledge and agree that like any form of advertising, the Mobile Advertisement Campaign offered by 4INFO guarantees only Views of your Mobile Banner Advertisement through delivery to the right buyer at the right time but not results like quantity of Clicks, phone calls or actionable leads. You acknowledge and agree that results of your Mobile Advertisement Campaign will include only number of Views delivered and number of Clicks yielded. You will not have access to any personally identifiable information like device identifiers, addresses and phone numbers of customers who saw your Mobile Banner Advertisement. You acknowledge and agree that all sales are final. No cancellations or refunds permitted once your Mobile Advertisement Campaign is underway.

Third Party Processor. Customer may provide its own or its Client’s file as enhanced with the Products to Customer’s third party service bureau processor, mail house or marketing consultant (each a "Service Provider") who are performing services for Customer in connection with Customer’s or its Client’s use of the Products; provided that prior to delivery of the Products to the Service Provider, Customer shall have obtained the Service Provider’s written agreement to: (a) hold the Products in strict confidence; (b) use the Products only in connection with such services; (c) not translate the Products into another format or language, or decompile or reverse engineer the Products, and (d) not sell, rent or otherwise provide the Products to any third party.

Delivery Of The Data. Acxiom shall provide the Product via the Internet, or otherwise as the parties may agree. You acknowledge that certain mechanical or software failures may render the Internet or telecommunications link unavailable for periods of time and that Acxiom may not be able to provide advance warning to you of such impending downtime. Acxiom shall use reasonable efforts to provide you with advance notice of downtime.

Remedies. Acxiom’s sole obligation and Customer’s exclusive remedy for any claim of defective data or data processing services that is made known to Acxiom by written notice from Customer describing any errors in sufficient detail with any necessary backup information or documents shall be to correct the data or reperform the services in question without charge. Customer acknowledges that some corrections of errors in the data shall be dependent on the availability of same from the source of the applicable data.

Warranty Disclaimer/Limitation of Liability. The Products may be subject to transcription and transmission errors, accordingly, the Products are provided on an "as is," "as available" basis. Any use or reliance upon the Product by Customer shall be at its own risk. EXCEPT AS SET FORTH IN THIS SECTION, NEITHER ACXIOM NOR THE DATA OWNER MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, HEREUNDER WITH RESPECT TO THE SERVICES, DATA, OR THE MEDIA ON WHICH THE DATA IS PROVIDED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ACXIOM’S AND THE DATA OWNER’S AGGREGATE LIABILITY TO CUSTOMER OR ANY THIRD PARTY, WHETHER FOR NEGLIGENCE, BREACH OF WARRANTY, OR ANY OTHER CAUSE OF ACTION, SHALL BE LIMITED TO THE PRICE PAID FOR THE PRODUCT OR SERVICES TO WHICH THE INCIDENT RELATES. IN NO EVENT SHALL COMPANY OR DATA OWNER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE AND HOWEVER ARISING, INCLUDING BUT NOT LIMITED TO LOST INCOME OR LOST REVENUE, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER THEORY.

Indemnification. Customer shall defend, indemnify and hold harmless Acxiom from and against any and all claims, demands, judgments, liability, damages, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or resulting from Customer’s or its Client’s or Third Party Service Provider’s misuse or unauthorized use of the Product.

Audit/Non-Compliance. Acxiom reserves the right to audit any and each of your computer systems and applicable business records to ensure your compliance with the terms and conditions of this Agreement. Similarly, Acxiom may monitor your use of the Product. Acxiom reserves the right, in its sole discretion, to immediately suspend your use of the Data in the event of any suspected or actual violation of the terms of this Agreement. In the event an audit reveals that you are not in compliance with the terms and conditions of this Agreement, you shall be responsible for the costs of the audit, as well as any and all damages resulting from such non-compliance including, without limitation, any special, incidental, indirect, or consequential damages whatsoever (including punitive damages and damages for loss of goodwill).

Governing Law/Jurisdiction. This Agreement shall be governed by the laws of the State of Arkansas, U.S.A., without regard to conflicts of law principles. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Force Majeure. Neither party shall be liable for any losses arising out of the delay or interruption of its performance of obligations under the Agreement due to any act of God, act of governmental authority, act of public enemy, war, riot, flood, civil commotion, insurrection, severe weather conditions, or any other cause beyond the reasonable control of the party delayed.

Electronic Communication. The parties may communicate with each other by electronic means. The parties agree to the following for all electronic communications: an identification code ("USERID") contained in or with an electronic document is legally sufficient to verify the sender’s identity and the document’s authenticity; an electronic document that is sent with or contains a USERID is a signed writing; and an electronic document, or any computer printout of it, is an original when maintained in the normal course of business.

General Provisions. If any part of this Agreement is found void and unenforceable, the balance of the Agreement shall remain valid and enforceable according to its terms. This Agreement shall automatically terminate upon failure by you to comply with its terms. This Agreement may only be modified in writing, signed by an authorized representative of Acxiom. This Agreement is the complete and exclusive statement of the agreement between the parties, which supersedes all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter of this Agreement.

Survival of Terms. Any provision of this Agreement that contemplates performance or observance subsequent to any termination or expiration of this Agreement, including, without limitation, all provisions with respect to confidentiality, limitation on liabilities, and indemnification, shall survive any termination or expiration of this Agreement and continue in full force and effect.