FRANDATA™ STANDARD TERMS AND CONDITIONS

Defined Terms

Capitalized words and phrases used in these FRANdata Standard Terms and Conditions, if not otherwise defined herein, shall have the meanings given in the Proprietary Data License Agreement to which these FRANdata Standard Terms and Conditions are attached, collectively hereinafter referred to as “This Agreement”.

Data License

For purposes of this Agreement, the “Licensed Data” are the data records identified and described as such on the Proprietary Data License Agreement. Upon receipt of any applicable advance payments required by this Agreement, FRANdata will deliver the Licensed Data to Client via electronic means, or by such other means as the Parties may otherwise agree in writing. Subject to the terms of this Agreement, FRANdata grants to Client a limited, non-exclusive license to use the Licensed Data solely during the License Term and solely for the Authorized Purposes. This license includes the right to reproduce copies of the License Data only as required for the Authorized Purposes. This license is non-transferable and it does not include the right to grant sub-licenses.

Conditions of Use

(a) Client may not use the Licensed Data for any purposes other than Authorized Purposes, nor may Client use the Licensed Data for such Authorized Purposes in excess of the Authorized Number of Uses.

(b) Client may not: (i) disclose or distribute the License Data or substantial portions thereof to any third party; (ii) disclose or distribute to any third party any information within the Licensed Data that is capable of identifying an individual person or household (“Personal Information”), nor any phone numbers, postal addresses, email addresses, or other contact information contained within the Licensed Data. Notwithstanding the foregoing, Personal Information contained within Client’s communications to the individual(s) to whom the Personal Information relates (e.g. addressee information on postal mail) shall not be considered a violation of this paragraph.

(c) Client shall at all times comply with applicable law, rules and regulations in connection with its use, storage, reproduction, and distribution of Licensed Data and in connection with marketing and/or other communications to any person, household or organization identified within the Licensed Data, including, without limitation, all applicable requirements of the Telephone Consumer Protection Act of 1991(47 U.S.C 227) and the CAN-SPAM Act of 2003 (15 U.S.C. 103).

(d) Client agrees to indemnify and to hold harmless FRANdata, its affiliates and their respective equity holders, officers, directors, employees and agents from and against all damages, liabilities and expenses (including, without limitation, court costs and attorneys’ fees), arising from any claim brought against FRANdata by any governmental authority or other third party and resulting from Client’s use, disclosure or distribution of Licensed Data or breach of this Agreement.

Intellectual Property Rights and Confidentiality

Client acknowledges that Licensed Data are proprietary and confidential information of FRANdata. Client acknowledges that the Licensed Data has been compiled by FRANdata at substantial expense and that unauthorized use or disclosure of Licensed Data may cause irreparable harm to FRANdata for which monetary damages would be an inadequate remedy. Accordingly, FRANdata shall have the right, without requirement of posting bond, to seek equitable relief, including, without limitation, injunction, in any court of competent jurisdiction to stop or prevent any breach of this Agreement and/or any unauthorized use or disclosure of Licensed Data.

Fees and Payments

Client agrees to pay the License Fees indicated in the Proprietary Data License Agreement, at such times as indicated on the Proprietary Data License Agreement. If no payment terms are so specified in the Proprietary Data License Agreement, all License Fees shall be due, in advance, upon mutual execution of this Agreement. Client agrees that the License Fees are exclusive of any sales taxes or similar charges that may be imposed by governmental authorities, and Client agrees to pay such taxes, in any, in addition to the License Fees. All payments shall be made by credit card or by check to the address specified by FRANdata on the Proprietary Data License Agreement. Client acknowledges that License Fees are non-refundable. Client agrees that it is responsible for all expenses that it may incur to exercise the rights granted to it under this Agreement.

Disclaimer of Warranties

ALL LICENSED DATA IS PROVIDED “AS IS,” AND FRANDATA DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES THAT MIGHT OTHERWISE BE IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERFERENCE, NON-INFRINGEMENT, DATA ACCURACY OR SYSTEM INTEGRATION. NO WARRANTIES ARE MADE ON THE BASIS OF TRADE USAGE, COURSE OF PERFORMANCE OR COURSE OF DEALING.

Limitation of Liability

IN NO EVENT WILL FRANDATA BE LIABLE IN CONNECTION WITH THE LICENSED DATA AND/OR THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OR THE CLAIM OR THEORY OF LIABILITY, AND REGARDLESS OF WHETHER FRANDATA WAS OR SHOULD HAVE BEEN AWARE THAT SUCH DAMAGES WERE POSSIBLE. IN NO EVENT WILL FRANDATA’S CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT EXCEED THE SUM OF LICENSE FEES ACTUALLY PAID BY CLIENT. CLIENT AGREES THAT THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH THE TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT, AND ACCORDINGLY THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY REGARDLESS OF WHETHER ANY OTHER REMEDY HAS FAILED OF ITS ESSENTIAL PURPOSE.

Duration of Agreement; Termination

This Agreement will become effective upon the Effective Date and shall remain in effect for the period of time indicated as the License Term on the Proprietary Data License Agreement to this Agreement, unless earlier terminated in accordance with this paragraph. FRANdata may terminate this Agreement upon written notice in the event that Client breaches any provision of this Agreement. Upon termination or expiration of this Agreement, all rights in the Licensed Data will become void, and Client will promptly discontinue all further use of the License Data, shall destroy all full or partial copies of the Licensed Data remaining in Client’s possession, and, if requested by FRANdata, shall provide to FRANdata a written confirmation that it has complied with the foregoing obligations. Client acknowledges that, following termination or expiration of this Agreement, the provisions of paragraphs 3, 4, 5, 6, 7, 8 and 9 in this FRANdata Standard Terms and Conditions will remain binding.

General and Miscellaneous

All notices given under this Agreement must be in writing and delivered, if to Client, to the address stated on the Proprietary Data License Agreement, or, if to FRANdata, to the attention of “FRANdata CEO” at 4501 N Fairfax Drive, Suite 304, Arlington, Virginia 22203, or addressed to the address which the receiving Party has most recently designated for itself by proper notice. Notices will be deemed given when actually received. If any provision of this Agreement is found unenforceable by a court, the remaining provisions shall remain in effect, and the Parties intend for the unenforceable provision to be enforced to the maximum extent permissible. This Agreement cannot be modified except in a writing executed by authorized representatives of both Parties. No waiver of Client’s performance will be effective unless expressly stated in writing and signed by an authorized representative of FRANdata. Client may not assign this Agreement without FRANdata’s prior written consent, and without consent any purported assignment will be null and void. This Agreement will be binding upon each Party’s successors and permitted assignees. There are no intended third-party beneficiaries of this Agreement. The section titles and headings in this Agreement are for convenience of reference only and may not be used to interpret the Agreement. This Agreement may be executed in multiple counterparts, all of which will be considered original copies, but together will constitute only a single contract. This Agreement shall be interpreted and governed according to the laws of the Commonwealth of Virginia, without reference to its rules regarding conflicts of laws. The Parties agree that any disputes arising under this Agreement shall be resolved exclusively in the state or federal courts located within Virginia, and each Party consents to the personal jurisdiction of such courts. This Agreement is the entire contract between the Parties regarding the subject matter herein, and this Agreement supersedes all prior and contemporaneous understandings regarding that subject matter.

[End of FRANdata Standard Terms and Conditions. Last update: August, 2024.]