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MYMARKETPROFILE.COM TERMS AND CONDITIONS

By clicking on the “I Accept” button set forth below, you agree that both you and the business on behalf of which you are licensing the Experian data through this website (collectively “You”) shall be bound by and shall strictly comply with all of the following terms and conditions and that Experian Marketing Solutions, Inc. (“Experian”) shall be the beneficiary of such agreement and shall be entitled to enforce these terms:

1. Definitions.
   
   The following capitalized terms shall have the meaning ascribed thereto in this Agreement:
   
   “Agreement” shall mean these terms and conditions.
   
   “Claim” shall mean any third party claim, damage, loss, liability, cost or expense, including reasonable attorney’s fees.
   
   “Confidential Information” shall mean all information, materials, Reports and Experian Data that Experian discloses to You in the performance of this Agreement.
   
   “Credit” shall mean prepaid credit units that You can use to purchase Reports at the time of purchase or thereafter.
   
   “Experian Data” shall mean any consumer, business or other information or data that Experian discloses to You in a Report or that You access at the Website.
   
   “Experian Property” shall mean the Reports, the Experian Data and any technologies, methods, processes, know-how, techniques and any other Intellectual Property Rights used, originated or developed in connection with this Agreement or the Website.
   
   “Fees” shall mean the fees for the Reports.
   
   “Indemnify” shall mean to indemnify, defend and hold harmless a Party and its officers, directors, and employees from and against any and all third party claims, damages, losses, liabilities, costs and expenses (including reasonable attorney’s fees).
   
   “Intellectual Property Rights” shall mean any and all copyrights, patents, trademarks, trade secrets, and any other intellectual property rights recognized under applicable law associated with or relating to Experian’s proprietary data, software, materials, technologies, processes, and methodologies, and any all extensions, modifications and enhancements thereto, and derivative works thereof.
   
   “Order” shall mean Your submission of an order at the Website selecting a Report.
   
   “Report” shall mean a marketing report that You Order and download from the Website.
   
   “Website” shall mean the Experian website located at www.mymarketprofile.com and all related or linked web pages.
2. Report.
   1. Report. Experian shall provide You with the Report(s) for which You submit an Order. Experian may decline to fulfill any Order with or without notice to you and may terminate your right to use any Report upon notice to you in writing or by electronic mail. Upon receipt of such notice, You shall immediately cease any use of any such Report.
   2. Report Use. Experian hereby grants to You a limited, nonexclusive, and nontransferable license to use the Reports for Your internal analysis and research. You shall not: (i) resell, license, or otherwise provide or disclose any Report to any third party; or (ii) copy or otherwise reproduce any Report.


3. Fees and Credits.
   You shall purchase one or more Reports at the Website for the amount of Fees or in the number of Credits specified for such Report. In the event You purchase a bundle of Credits that exceed your initial Report purchase, You agree that unused Credits shall not expire and that You may only request a prorata refund for unused Credits during the twelve (12) month period following Your purchase of such Credits.



4. Confidentiality
   1. Restriction. Experian may from time to time disclose to You Confidential Information in connection with the performance of this Agreement. You shall treat all Confidential Information as proprietary and confidential to Experian and shall not disclose or permit disclosure of such Confidential Information to any third party, provided that You may disclose Confidential Information to Your employees on a need-to-know basis. All Confidential Information transmitted or disclosed hereunder will be and remain the property of Experian.
   2. Exclusions. The following shall not be deemed Confidential Information and You shall have no obligation with respect to any such information that is: (i) in or enters the public domain by no fault or wrongful act of You; (ii) known by You prior to disclosure by Experian; (iii) disclosed to You by a third party who was not under a similar restriction or obligation of confidentiality to Experian and without breach of this Agreement; or (iv) independently developed by You without any breach of this Agreement, as shown by documentary evidence; (v) approved for release by written authorization of Experian.
   3. Remedies. The Parties acknowledge and agree that, given the unique and proprietary nature of the Confidential Information, monetary damages may not be calculable or a sufficient remedy for Your breach of this Section 4, and that Experian may suffer irreparable injury as a consequence of such breach. Accordingly, in the event of an actual or threatened breach of this Section 4, Experian shall be entitled to seek equitable relief (including, but not limited to, injunction and specific performance) to remedy such breach or threatened breach. Such remedies shall not be deemed to be exclusive remedies for a breach by You, but shall be in addition to any other remedies available to Experian at law or in equity.


5. Warranty
   1. General Warranty. Experian warrants to You that the Reports and the Experian Data will be as complete, accurate, and current as such data can be in view of Experian’s customary method of compilation or acquisition of such data and the nature and accuracy of Experian’s sources for such data.
   2. Warranty Disclaimer. Because the Services may involve conveying information provided to Experian by other sources, Experian cannot and will not, for the fee charged for the Services, be an insurer or guarantor of the accuracy or reliability of the Services or the data contained in its various databases. THE WARRANTIES SET FORTH IN SECTION 5.1 ARE THE ONLY WARRANTIES EXPERIAN HAS GIVEN YOU WITH RESPECT TO THE REPORTS OR THIS AGREEMENT. EXPERIAN MAKES NO REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE REPORTS, ANY EXPERIAN DATA, OR THIS AGREEMENT, AND EXPERIAN HEREBY EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT THERETO, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES AS TO THE ACCURACY, COMPLETENESS OR CURRENTNESS OF ANY DATA OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.


6. Indemnification
   1. Experian. Experian shall indemnify, defend and hold harmless You and Your officers, directors, and employees from and against any and all Claims to the extent arising as a result of any infringement of any United States patent, copyright, trade secret, or other intellectual property right in connection with the Reports.
   2. Procedure. If You discover or receive notice of a Claim for which You seek indemnification, You shall provide written notice detailing the circumstances of the Claim to Experian promptly following Your discovery of such Claim. Failure to timely provide such notice shall diminish Experian’s indemnification obligation to the extent Experian’s ability to defend such Claim is materially prejudiced by such failure or delay. You shall provide the Indemnifying Party with such information and cooperation as Experian may reasonably request.


7. Limitation of Liability
   You hereby acknowledge that Experian maintains several databases updated on a periodic basis, and that Experian does not undertake a separate investigation for each inquiry or request for Reports. You also acknowledge that the Fees are based upon Experian’s expectation that the risk of any loss or injury that may be incurred by use of the Reports will be borne by You and not Experian. If You reasonably determine that the Reports do not meet Experian’s obligations under this Agreement, You shall so notify Experian in writing within ten days after receipt of such Report. Your failure to so notify Experian shall mean that You accept the Report “AS IS.” If You so notify Experian within ten days after receipt of the Report, then, unless Experian reasonably disputes Your claim, Experian shall issue You a credit for the amount You paid to Experian for the nonconforming Report. EXPERIAN’S REFUND OF ANY FEES SHALL CONSTITUTE YOUR SOLE REMEDY AND EXPERIAN’S MAXIMUM LIABILITY UNDER THIS AGREEMENT. IF NOTWITHSTANDING THE ABOVE, LIABILITY IS IMPOSED ON EXPERIAN IN CONNECTION WITH THIS AGREEMENT, THEN YOU AGREE THAT EXPERIAN’S TOTAL LIABILITY FOR ANY OR ALL OF YOUR LOSSES OR INJURIES FROM EXPERIAN’S ACTS OR OMISSIONS UNDER THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE LEGAL OR EQUITABLE RIGHT CLAIMED TO HAVE BEEN VIOLATED, SHALL NOT EXCEED THE FEES PAID BY YOU HEREUNDER FOR THE REPORT THAT IS THE SUBJECT OF SUCH CLAIM. YOU COVENANT THAT YOU WILL NOT SUE EXPERIAN FOR ANY AMOUNT GREATER THAN AS SET FORTH IN THIS SECTION 6. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL EXPERIAN BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES TO BUSINESS REPUTATION, LOST BUSINESS, OR LOST PROFITS), WHETHER FORESEEABLE OR NOT AND HOWEVER CAUSED, EVEN IF EXPERIAN IS ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES MIGHT ARISE.


8. Miscellaneous
   1. Governing Law. This Agreement shall be deemed to have been perfomed in and shall be governed by the internal laws of the State of Illinois without regards to its conflicts of law principles. Any dispute under this Agreement shall be brought in the federal or state courts in Cook County, Illinois.
   2. Rights. Experian shall own and retain exclusively all right, title and interest in and to any Experian Property. You acknowledge that Experian has expended substantial time, effort and funds to create and deliver the Data Services and compile its various databases and that all data in Experian’s databases and any other intellectual property that are used or developed in connection with the Data Services are and will continue to be Experian’s exclusive property. Nothing contained in this Agreement shall be deemed to convey to You or to any other party any ownership interest in or to intellectual property or data used or provided in connection with the Data Services.
   3. Severability. In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, void, illegal, or unenforceable by any court, arbitrator, or governmental agency, the remaining provisions of this Agreement shall remain in full force and effect, and the invalid, void, illegal, or unenforceable provision(s) shall survive to the extent not so held. To the extent reasonably possible and practicable, the invalid, void, illegal, or unenforceable provision(s) shall be replaced by a mutually acceptable valid, legal, and enforceable provision(s) which best reflects the Parties' intentions underlying the replaced invalid, void, illegal, or unenforceable provision(s).
   4. Survival. Agreement Sections 2.3, 3, 4, 5, 6, 7 and 8 shall survive any termination or expiration of this Agreement, and shall continue in full force and effect.
   5. Complete Agreement. This Agreement, as supplemented by the Order, sets forth the complete understanding of Experian and You with respect to the subject matter hereof and supersedes all prior agreements, communications or representations, whether oral or written, made by any representative of either party relating hereto.