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Net60 List Network Terms (the “Terms”)

1. Introduction and Scope.

1.1. Terms. These Net60 List Network Terms (the “Terms”), between you (“Data Client”) and Net60, Inc. (“Net60”) apply when you obtain a list of personal information made available by our data suppliers (a “List”) through Net60, Inc. (“Net60”) or the Net60 online list network.

1.2 Agreement with List Owner. Net60 is an intermediary, engaged to market lists of third-party data brokers, data aggregators, or other first and third-party data licensors (the “List Owner”). You may be given the opportunity to enter into an Agreement with the entity (e.g., a data broker or data aggregator) that owns the list (“List Owner Agreement”). If you do so, the List Owner Agreement shall supersede these Terms.

2. Data Permissions and Restrictions. You may use the List solely for your own internal marketing purposes. You may not resell or relicense the List. You may not use the List for any purposes that is illegal, harassing, libelous, violates any intellectual or third-party rights. You may not use the List to market or promote tobacco products, guns or ammunition, adult or pornographic products or services, astrology, nutraceutical or sweepstakes products. You likewise may not use the List in a manner that violates any Applicable Law including without limitation the FCRA, the Telephone Communication Protection Act, the Telemarketing Sales Rule, the CAN-SPAM Act, or any other law similar to any of the foregoing;

3. Data Delivery. The List will be delivered electronically via secure SFTP transfer or another secure electronic delivery method designated by Net60.

4. Fees and Payments. Fees for the List rental are set forth in an Order or other agreed upon payment terms, which may be through email communication. Data Client will remit such fees to Net60, per additional billing terms that may be exchanged between the parties.

5. State Privacy Law Requirements. For purposes of applicable state privacy laws including the California Consumer Privacy Act (the “CCPA”), Data Client is an independent “controller” of the List upon taking possession of it. Data Client shall only use the List as set forth in Section 2 of the Terms and not for any other purpose. Data Client further agrees that:

a. It shall comply with any disclosures and consumer rights obligations to the extent required by the CCPA other applicable state privacy law, and including providing a legally sufficient privacy policy or notice.

b. To the extent that Net60 or a List Owner makes available to Data Client a List of consumers who have requested “deletion” of their Personal Data, Data Client shall comply with such requests, if required under applicable law (such as, without limitation, the CCPA).

c. Net60 and any List Owner may take reasonable and appropriate steps to ensure that the Data Client uses the List solely as set forth above and solely in compliance with the CCPA. Upon reasonable notice, Net60 or List Owner Licensor may take reasonable and appropriate steps to remediate Data Client’s unauthorized use of a List

d. Each party shall notify the other within seven (7) business days if it can no longer meet its legal obligations under the CCPA with respect to a List.

6. Intellectual Property and Ownership. List Owner retains all right, title and interest in and to any List, including all patent, copyright, trademark, trade secret, and other intellectual property rights therein. These Terms do not grant Data Client any rights of ownership or any other proprietary interest in or to any List.

7. Mutual Representations and Warranties. Each party represents and warrants that:

a. It has full power and authority to enter into these Terms; and

b. It will comply with all applicable laws in performing any obligations hereunder and in accepting or exercising any privileges granted hereunder.

8. IMPORTANT FCRA RESTRICTIONS. The List is not a “Consumer Report”, as that term is defined in the FCRA. Data Client will not use or provide any List for any purposes enumerated in the FCRA in lieu of obtaining a Consumer Report. Data Client will not use or provide any List (or enable such List to be used):

(i) in connection with establishing a consumer’s eligibility for credit or insurance to be used primarily for personal, family or household purposes, or in connection with assessing risks associated with existing credit obligations of a consumer.

(ii) for the purpose of evaluating a consumer for employment, promotion, reassignment or retention as an employee.

(iii) for any tenancy verification or in connection with any application to rent real property.

(iv) in connection with a determination of a consumer’s eligibility for a license or other benefit that depends on an applicant’s financial responsibility or status.

(v) as a potential investor or servicer, or current insurer, in connection with a valuation of, or assessment of credit or prepayment risks associated with, an existing credit obligation; or

(vi) in connection with any information, service or product sold or delivered to a “Consumer” (as that term is defined in the FCRA) that constitutes or is derived in substantial part from a Consumer Report.

9. Indemnification. Data Client shall indemnify, defend and hold harmless Net60 from and against all direct costs, losses, damages, liabilities and expenses including reasonable attorney’s fees attributable to any claim made by a third party (a “Claim”) arising from or related to Data Client’s use of any List in violation of applicable law, including its use of a List to sell or promote illegal products or services. Indemnification is conditioned upon the indemnified party: (i) promptly notifying Data Client in writing of a Claim, (ii) allowing Data Client the right to control the investigation, defense and settlement of such Claim; and (iii) providing reasonable cooperation in such defense, at Data Client’s expense.

10. Warranty Disclaimer. EACH LIST IS PROVIDED SOLELY ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEITHER NET60 OR LIST OWNER WARRANTS, AND EACH EXPRESSLY DISCLAIMS ANY WARRANTIES AS TO, THE CORRECTNESS, COMPLETENESS, CURRENTNESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE DATA. DATA CLIENT UNDERSTANDS THAT EACH LIST MAY BE SUBJECT TO ERRORS OF TRANSCRIPTION, CURRENTNESS OR ACCURACY.

11. Limitation of Liability. NEITHER NET60 NOR LIST OWNER WILL BE LIABLE TO DATA CLIENT FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS. THE LIABILITY OF NET60 AND LIST OWNER UNDER THESE TERMS IS LIMITED TO THE FEES PAID OR PAYABLE BY DATA CLIENT UNDER THE TERMS DURING THE TWELVE (12) MONTHS PRECEDING THE EARLIEST EVENT GIVING RISE TO SUCH LIABILITY. THE ABOVE LIMITATIONS SHALL NOT APPLY TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS HEREIN, OR TO EITHER PARTY’S WILLFUL MISCONDUCT OR FRAUD, OR ANY OTHER LIABILITY THAT CANNOT BE LIMITED PURSUANT TO APPLICABLE LAW.

12. Termination. These Terms may be terminated for any reason or no reason by either party at any time upon 30 days’ written notice to the other.

13. Survival. Sections 6, 8-11, and 14 will survive the expiration or termination of these Terms.

14. Third Party Beneficiary.  The List Owner is a third party beneficiary to these Terms with respect to the enforcement of any proprietary rights in the List, including regarding any misuse or impermissible use of the List by the Data Client.