|Payment Instructions||Customers may send payment via ACH to:
ABA # 121143260
Acct # 8875968247
Bridge Bank Address: One East Washington Suite 2500 Phoenix, AZ 85004
Payee: PureB2B LLC
17 Main Street, Topsfield, MA, 01983
Contact: Rachel Gordon
Contact Email: email@example.com
The following are the terms and conditions (“Terms”) applicable with regard to the order form to which these terms are attached (“Order”) between Pure B2B, LLC (the “Provider”) and the customer identified in the Order(“Customer”). If Customer and Provider are parties to a separate master agreement covering the services under the Order, the terms of such agreement control over those set forth here.
- Services. Customer engages the Provider to perform the lead generation or related services (the “Services”), as indicated in the Order and Provider agrees to perform such Services. Customer acknowledges that successful completion of agreed upon work and meeting agreed upon deadlines are contingent upon Customer’s timely provision of necessary information and other supporting resources requested or required by Supplier.
- Use of Deliverables. In connection with the Services, Provider may deliver certain materials to Customer, which may include, without limitation, reports, documents, leads, lead data, email leads, marketing lists, contact information, data, analysis, databases, drawings or other materials (the “Deliverables”). Subject to Customer’s timely payment of all undisputed fees and reimbursable expenses, if any, owed to Provider in connection with the Services, Provider hereby grants to Customer the right to use the Deliverables in connection with its business. Customer may not transfer the Deliverables or related information to any third party without the prior written approval of Provider. Customer shall not acquire any ownership interest in the Deliverables. Customer acknowledges that Provider may utilize or provide to Customer certain proprietary material owned by Provider, including, but not limited to, existing data and gathered information, software, document forms, templates, techniques, tools, processes, inventions, technical data, research, trade secrets, ideas and concepts (the “Provider Proprietary Materials”) in connection with its performance of the Services and/or creation of the Deliverables. Provider shall retain all right, title, and interest to Provider Proprietary Materials, and all copies thereof, including all intellectual property rights (including, without limitation, patents, copyrights, trademarks, trade secrets) and other proprietary rights contained therein. Provider hereby grants to Customer a non-exclusive, non-transferable, license to use any Provider Proprietary Materials to the extent that such intellectual property is necessary to interact with, operate, or utilize the Deliverables.
- Other Responsibilities of Customer. Customer will apply reasonable administrative, technical, and physical measures to protect Deliverables from loss, theft or unauthorized access or use. Customer’s right to use the Deliverables is expressly conditioned upon Customer’s compliance with state and federal privacy and data protection laws including CAN-SPAM and the Fair Credit Reporting Act. For Purchased Data containing non-US personal information (e.g. Canada, Europe), Customer must comply with the privacy and data protection laws of such individual’s jurisdiction.
- Fees and Payment. Customer shall pay to Provider all fees as indicated in the Order, and, if provided for in the Order, Customer will reimburse any expenses incurred by Supplier that were approved by Customer, provided that Supplier furnishes Customer with reasonable documentation supporting such authorized expenses. Provider will invoice Customer for Services provided and expenses incurred, and payment on any invoice shall be due and payable within thirty (30) days from Customer’s receipt of invoice (or on such payment terms as may be referenced on the Order, if different), by credit card or via wire transfer. Any amounts remaining unpaid for more than thirty (30) days shall be subject to interest at a per annum rate of eighteen (18%) percent. Customer shall also be responsible for all costs and expenses incurred by Supplier that are associated with the collection of any unpaid balance due Supplier.
- Term and Termination. These Terms are applicable as long as Provider is performing Services. Either Party may terminate the provision of Services and these Terms at any time with thirty (30) days’ written notice to the other Party. Customer may also cancel provision of any particular program prior to the program start date with at least two (2) days written notice, or after the program start date with at least ten (10) days written notice (with Customer being billed for Services completed through the effective date of the cancellation). Sections 2, 3, 5 and 7 through 11 shall survive termination.
- Representations and Warranties. Provider represents and warrants that all Services shall be performed in a workmanlike manner in accordance with the description of such Services as set forth in the Order. Provided that Customer provides written notice to Provider within fourteen (14) days after it becomes aware of a defect in Provider’s performance of the Services or in the Deliverables, or of any non-conformance with this warranty, Provider will attempt to correct any non-conformance within a reasonable time. Provider warrants that all Deliverables consisting of “lead” data were collected using commercially reasonable methods, and that Deliverables consisting of email addresses have been verified by a third party as being deliverable email addresses. Ongoing deliverability cannot be guaranteed as factors, including but not limited to Customer ISP and/or email service provider as well as changes in individual’s data can all affect deliverability. All warranties not expressly stated herein are disclaimed, including, without limitation, the implied warranties of non-infringement, merchantability and fitness for a particular purpose.
- Customer shall indemnify, defend and hold harmless Supplier, its affiliates, successor organizations, directors, officers, shareholders, partners and employees from and against any claims, damages, liabilities, costs and expenses (including, without limitation, reasonable attorney’s fees and court costs) (collectively, the “Claims”) arising out of Customer’s use of Deliverables other than as permitted under this agreement or in violation of any applicable laws or regulations. Supplier shall: (a) promptly notify Customer of any Claim; (b) allow Customer to have control of the defense of the claim and settlement thereof (provided that any settlement that obligates Supplier in any manner other than for the payment of money is subject to Supplier’s consent); and (c) cooperate reasonably with Customer to facilitate such defense. Supplier may also participate in its own defense at its own expense.
- Limitation of Liability. Except in relation to indemnification obligations under Section 7 hereof, and without limiting Customer’s obligation to make payment of fees due hereunder: (a) in no event shall either Party, or such Party’s employees, contractors, representatives or agents, be liable for any indirect, special consequential, incidental or punitive damages, however caused and under any theory of liability, including, without limitation, claims based in contract, tort (including negligence claims) or product liability, regardless of whether such party was advised of the possibility of such damages and notwithstanding the failure of the essential purpose of any such limited remedy, arising from the Order and these Terms, and (b) each Party’s maximum aggregate liability under or related to these Terms shall be limited to the fees actually paid by Customer to Provider under the Order in the twelve (12) month period preceding the events giving rise to the relevant claim.
- Independent Contractor Relationship. Provider and Customer are independent contractors, and nothing herein shall be construed as creating any agency, employment, partnership, fiduciary, joint venture or any other relationship between Customer and the Provider or between any of such party’s employees and those of the other party. Neither party has the power or authority as agent, employee or in any other capacity to represent, act for, bind or otherwise create or assume any obligation on behalf of the other party for any purpose whatsoever.
- Force Majeure. This Agreement and the Parties’ performance hereunder are subject to all contingencies beyond the Parties’ reasonable control, including, without limitation, force majeure; strike; lockouts; labor disputes; floods; civil commotion; riot; war; acts of terrorism; acts of God; rules, laws, orders, restrictions, embargoes, quotas or actions of any government, foreign or domestic or any agency or subdivision thereof; casualties; fires, or accidents. In any such event, the Party not subject to force majeure (or either party, in the event that both are affected) shall have the right, with written notice to the other Party, in its sole discretion and without any liability to the other Party, to cancel or suspend all or a portion of the provision of Services, and require performance by the other Party after the cause(s) for such nonperformance or delay have ended.
- Miscellaneous Terms. Rights and obligations hereunder shall not be assigned or otherwise transferred by a party without the prior written consent of the other, except (a) to one of its parents, subsidiaries, or affiliates, (b) in connection with a merger, consolidation acquisition or corporate re-organization, or (c) to a third party acquiring all or substantially all of the party’s assets. This Agreement and any SOW shall bind and inure to the benefit of the successors and permitted assigns of the parties. The Order and these Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles. The Order and these Terms together constitutes the entire agreement of the Parties pertaining to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings of the parties, written or oral (unless the parties have entered into a master agreement covering the subject matter, as indicated above). The policies stated at http://www.pureb2b.com/policies are also applicable in relation to the Services. The Order and these Terms may be amended or modified only in a writing signed by both Parties. The Order may be executed in counterparts (including by facsimile), which, taken together, shall constitute one and the same original document.