Standard Terms and Conditions

Acceptance

Customer agrees that it will be deemed to have accepted these Standard Terms and Conditions stated herein upon the use of any appended data provided under this Agreement.

Prices and Payment; Changes and Delivery

1. Unless otherwise specified herein, prices are as set forth in Intelligent Lookup Services current pricing schedule, or pricing as quoted by Intelligent Lookup Services. Payment is made by Visa, MasterCard, or Discover or due on a net 10 basis. Other arrangements can be made for specific cases.

2. Customer may at any time make changes or additions to a given job. If any such change causes a increase or decrease in the cost of, or the time required for, performance of the job, Intelligent Lookup Services shall notify Customer verbally, and an appropriate adjustment will be made in the price or time of performance, or both.

3. Completed files shall be delivered to Customer at an electronic location previously agreed upon.

Restrictions and Other Conditions

1. Customer agrees to comply with all applicable federal, state and local laws and regulations including, but not limited to, the provisions of the Telemarketing and Consumer Fraud and Abuse Protection Act of 1994, and the FTC Telemarketing Sales Rule, as related to Customer performance during the term of the business relationship.

2. Customer will notify each employee or third party given access to the files modified by Intelligent Lookup Services of the restrictions in this Agreement, shall provide physical security of these files to at least the degree that Customer protects its own most-sensitive data, and shall be responsible for any breaches of this Agreement by Customer of any of its employees or third parties. Customer shall not grant access to these files to individuals incarcerated in prisons or correctional institutions.

3. Customer agrees to comply with all federal and state guidelines with respect to solicitation of telephone subscribers that have given public notice that they do not want to be solicited.

4. Customer agrees not to sub-license, sub-lease, transfer or otherwise make appended phone numbers available to others.

Input Supplied By Customer

Intelligent Lookup Services assumes that any materials supplied by the Customer conform to formats communicated by Intelligent Lookup Services and will be delivered in a timely fashion for processing in accordance with delivery deadlines.Input materials furnished to Intelligent Lookup Services, which do not conform to such formats and result in excessive production time will be subject to pricing at a quoted rate.Intelligent Lookup Services will make reasonable efforts to notify Customer when any deficiency is discovered, and obtain approval for handling at special rates before proceeding with the work.Title to the input materials remains at all times with the Customer.

Warranty and Limitation of Liability

INTELLIGENT LOOKUP SERVICES MAKES NO WARRANTIES EXPRESS OR IMPLIED HEREUNDER WITH RESPECT TO PHONE NUMBERS APPENDED OR VERIFIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.UNDER NO CIRCUMSTANCES WILL INTELLIGENT LOOKUP SERVICES BE LIABLE FOR INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFIT, LOST DATA, LOST BUSINESS, OR POSTAL CHARGES, EVEN IF INTELLIGENT LOOKUP SERVICES WAS AWARE OF THE POSSIBILITY THEREOF. Customer’s sole remedy for any claim whatsoever relating to this Agreement, and Intelligent Lookup Services maximum liability under this Agreement for such claim, shall be, at Intelligent Lookup Services sole option, the provision of corrected phone numbers or Customer’s direct damages up to, but not in excess of, the total amount of the charges paid by Customer to Intelligent Lookup Services for the service on which the claim is based, regardless of whether the claim is based on a breach of warranty or any obligation under this Agreement or is expressed in contract or in tort, including negligence and strict liability.In no event may Customer bring a claim or cause of action against Intelligent Lookup Services more than one (1) year after such claim or cause of action arose. Customer acknowledges that certain federal and state laws, rules and regulations restrict telemarketing activities, including provisions that permit consumers to give notice that they do not wish to receive sales solicitation calls. Due to the varying and changing nature of such provisions, Intelligent Lookup Services makes no warranty, express or implied, that the names or telephone numbers of such individuals will be identified in any manner on any job that will be run for the Customer.Intelligent Lookup Services shall not be responsible for any, laws, rules, or regulations relating to Customer’s use of the phone numbers, including without limitation, any such laws, rules, or regulations that are specific to Customer or its business (e.g., state insurance law or local laws governing real estate agents.)

Termination

Customer shall have the right to terminate any job in whole or in part, without cause, upon notice to Intelligent Lookup Services.  Intelligent Lookup Services shall thereupon as directed cease work and, at Customer’s option, deliver to Customer all completed and partially completed work in progress, and Customer shall pay Intelligent Lookup Services for such completed work whether or not Customer requests delivery of same.

Indemnification

Customer shall indemnify, defend, and hold harmless Intelligent Lookup Services, its successors and assigns, from and against any and all liabilities, damages, losses, claims, suits, actions, costs, fees, and expenses (including attorney’s fees) arising out of or related to use of the phone numbers supplied by Intelligent Lookup Services to Customer, its employees, and/or agents.

General

If its broker or agent accepts this Agreement on behalf of Customer, it is agreed that the provisions of this Agreement shall bind the broker or agent. If Customer defaults in the performance of any obligation to Intelligent Lookup Services hereunder, the broker or agent waives notice of default and shall be liable jointly and severally with Customer for any and all obligations owing to Intelligent Lookup Services hereunder. Unless Intelligent Lookup Services otherwise expressly agrees in writing, these conditions shall supersede any earlier sets or conditions appearing in Intelligent Lookup Services rates or elsewhere, and shall override any conditions or terms stipulated, referred to, or incorporated by Customer in its order or in negotiations.

Entire Agreement; Amendment and Assignment

This Agreement (i) is the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior agreements, whether written or oral, (ii) may not be amended unless in writing signed by both parties, and (iii) shall be construed in accordance with the laws of the State of Maryland. This Agreement is not assignable or transferable without Customer’s prior written approval.

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