END-USER LICENSE AGREEMENT FOR EXPERIAN QAS SOFTWARE AND
IMPORTANT-READ CAREFULLY: This End-User License Agreement
("EULA") is a legal agreement between you (either an individual or a
single end user entity) ("you," "your," or "LICENSEE") and Experian
Marketing Solutions, Inc. ("Experian Data Quality") with its
principal place of business located at 125 Summer St Ste 1910, Boston
MA 02110-1615, that provides the binding terms and conditions that
apply to your use of the CorrectAddress®, and Email Validation
services ("SERVICES"). The SERVICES includes the computer software,
any data, and any documentation. Upon using the SERVICES, you agree
to be bound by the terms of this EULA. If you do not agree to comply
with and be bound by the terms of this EULA, you should not download
and may not use SERVICES, and should promptly contact Experian Data
Quality for instructions on a refund. Addendum 1 applies if the
Services include DPV™ Address Data.
The SERVICES are protected by copyright laws and international
copyright treaties, as well as other intellectual property laws and
treaties. The SERVICES are licensed, not sold.
1. GRANT OF LICENSE. This EULA grants you the following rights:
- Services. The SERVICES are licensed for use by a single
person or business entity only, and may not be sublicensed,
redistributed, resold, transferred or shared with any third party.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
- Limitations on Reverse Engineering, Decompilation and
Disassembly. You shall not reverse engineer, decompile, or
disassemble the SERVICES, except and only to the extent that such
activity is expressly permitted by applicable law notwithstanding
- Rental. You may not rent or lease the SERVICES.
- Software Transfer/Sale. You may not transfer, resell,
repackage, redistribute, or otherwise incorporate the SERVICES into
other applications or services that are transferred, sold or traded.
You may not transfer or assign your rights under this EULA.
- Termination. Without prejudice to any other rights, Experian
Data Quality may terminate this EULA if you fail to comply with any
of the terms and conditions of this EULA. In such event, your rights
to use the Services shall terminate.
3. INTELLECTUAL PROPERTY: The LICENSEE acknowledges and agrees
that Experian Data Quality (or its licensors) has and will retain all
right, title, interest and ownership in and to the SERVICES. The
LICENSEE acknowledges that the SERVICES constitute and/or contain
proprietary information and trade secrets of Experian Data Quality,
whether or not any portion thereof is or may be the subject of a
valid copyright or patent, that the SERVICES and documentation form a
valuable system, and that you shall keep and maintain all
confidential information and associated know-how as secret and
confidential, consistent with efficient use of the SERVICES by the
LICENSEE. Accordingly, you agree that:
- (i) you shall maintain all confidential information and data
contained in the SERVICES or any portion thereof in strict
confidence and shall not publish, communicate or disclose, or permit
to be published, communicated or disclosed, to third parties such
information and data without Experian Data Quality's prior written
- (ii) you shall take all the same steps that you take with
your own confidential information of like kind to ensure that
persons having access to the SERVICES shall refrain from any
unauthorized reproduction or disclosure of the SERVICES or any
portion thereof and that all confidential information regarding the
SERVICES is kept secret and confidential;
- (iii) you will only disclose such parts of the confidential
information to those employees as is essential for the proper use of
the SERVICES and further agree to ensure that each such employee is
aware of the confidential nature of the information;
- (iv) LICENSEE shall be responsible for any breach of this
Agreement by its employees and
- (v) any disclosure to a third party in violation of this
Agreement shall be deemed to be a material breach of this Agreement.
4. COPYRIGHT. All title and copyrights in and to the SERVICES
(including but not limited to any images, photographs, animations,
video, audio, music, text and "applets," incorporated into the
SERVICES), and the accompanying materials, are owned by Experian Data
Quality or its suppliers. You may not copy the printed materials
accompanying the SOFTWARE PRODUCT. All rights not specifically
granted under this EULA are reserved by Experian Data Quality.
5. U.S. GOVERNMENT RESTRICTED RIGHTS. The SERVICES and
documentation are provided with RESTRICTED RIGHTS. Use, duplication,
or disclosure by the Government is subject to restrictions as set
forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and
Computer Software clause at DFARS 252.227-7013 or subparagraphs
(c)(1) and (2) of the Commercial Computer Software-Restricted Rights
at 48 C.F.R 52.227-19, as applicable. Manufacturer is Experian
Marketing Solutions, Inc., 125 Summer St Ste 1910, Boston MA
A. EXPERIAN DATA QUALITY WARRANTY
- (i) Experian Data Quality warrants that for a period of
ninety (90) days from the date of original purchase, the SERVICES
will conform to any description specified in the Documentation,
subject to the SERVICES being used in accordance with this Agreement
and the Documentation. If you notify Experian Data Quality that any
SERVICES have failed to comply with this warranty, Experian Data
Quality will (as your sole remedy in respect to such failure) as
soon as reasonable, replace the relevant SERVICES with services
which do comply.
- (ii) Because the SERVICES contain information provided to
Experian Data Quality by other sources, Experian Data Quality cannot
be an insurer or guarantor of the accuracy, completeness, or
reliability of the Services.
- (iii) EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH
ABOVE, EXPERIAN DATA QUALITY GRANTS NO OTHER WARRANTIES, EXPRESS OR
IMPLIED, REGARDING THE SERVICES, THEIR FITNESS FOR A PARTICULAR
PURPOSE, THEIR QUALITY OR THEIR MERCHANTABILITY. NO ORAL OR WRITTEN
INFORMATION OR ADVICE GIVEN BY EXPERIAN DATA QUALITY, ITS RESELLERS,
AGENTS, OR EMPLOYEES SHALL CREATE A WARRANTY. Some states do not
allow the exclusion or limitation of implied remedies, so the above
exclusions and/or limitations may not apply to you
- (iv) Experian Data Quality's entire liability and your
exclusive remedy in connection with this EULA shall be, at Experian
Data Quality's, option, to either (a) refund of the price paid less
costs incurred by Experian Data Quality for administration,
restocking, and/or other fees, or (b) repair or, replacement of the
Software that does not meet Experian Data Quality's limited warranty
and that is returned to Experian Data Quality with a dated proof of
B. LICENSEE WARRANTY
If this Agreement pertains to Email Validation, you warrant
that(i) you have the power and authority to transfer the relevant
information to Experian Data Quality, including without limitation,
those e-mail addresses that comprise part of such Information
("E-mail Addresses") in connection with the performance by Experian
Data Quality of its obligations hereunder; (ii) with respect to each
E-mail Address, you have received all necessary consents and
affirmative authorizations from the owner of such E-mail Address for
Experian Data Quality, acting as your agent, to send electronic-mail
messages on your behalf, and you shall promptly provide Experian Data
Quality (upon request) with evidence of said consent/authorization;
(iii) with respect to each E-mail Address provided to Experian Data
Quality in connection with the provision of Email Validation services
hereunder, you have not rented, purchased, appended, scraped,
harvested or obtained such E-mail Address using any illegal or
surreptitious methods, or any method other than opt-in; and (iv) you
agree to indemnify, defend and hold Experian Data Quality harmless
from and against any losses, damages, expenses and other liabilities
incurred by Experian Data Quality in connection with your breach of
this Section 6(B).
7. LIABILITY. EXPERIAN DATA QUALITY'S LIABILITY FOR ANY OR ALL
LOSSES OR INJURIES FROM ANY 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 AMOUNT PAID BY YOU TO
EXPERIAN DATA QUALITY UNDER THIS AGREEMENT FOR THE PARTICULAR
SERVICES WHICH ARE THE SUBJECT OF THE ALLEGED BREACH DURING THE
TWELVE MONTH PERIOD PRECEDING THE ALLEGED BREACH.
IN NO EVENT SHALL EXPERIAN DATA QUALITY BE LIABLE FOR ANY
DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOSS OF BUSINESS PROFITS,
BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER PECUNIARY LOSS OR
INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF YOUR USE OR
INABILITY TO USE THE SERVICES OR WRITTEN MATERIALS, EVEN IF EXPERIAN
DATA QUALITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR
CONSEQUENTIAL DAMAGES OR INCIDENTAL DAMAGES, SO THE ABOVE EXCLUSIONS
AND/OR LIMITATIONS MAY NOT APPLY TO YOU.
8. CHOICE OF LAW AND JURISDICTION. This Agreement is governed
by the internal laws of the State of New York without regard to any
conflicts of law provisions. If any provision of this Agreement shall
be unlawful, void, or for any reason unenforceable, then that
provision shall be deemed severed from this Agreement and shall not
affect the validity or enforceability of the remaining portions of
this Agreement. This Agreement is the complete statement of the
agreement and supersedes any other agreement, proposal or prior
communication between us relating to the subject matter of this
Agreement. If you have any questions regarding this Agreement, you
may contact Experian Data Quality at the address set forth above.
ADDENDUM 1 TO END-USER LICENSE AGREEMENT FOR THE DELIVERY POINT
VALIDATION™ FEATURE FOR CorrectAddress® ("The Product")
1. Licensee acknowledges that the United States Postal
Service® ("USPS®") has created a confidential and proprietary
hash table referred to as the Delivery Point Validation™
(DPV™) Product, designed to help mailers validate the accuracy
of address data, and that Experian Data Quality has integrated DPV
into its own developed applications, namely CorrectAddress, to
confirm valid physical delivery points.
2. Licensee further acknowledges that:
- (a) the DPV Product and any subsequent revisions thereof
that may be issued by the USPS and provided to Licensee by Experian
Data Quality are confidential and proprietary property of the USPS.
- (b) Experian Data Quality represents that the USPS is the
sole owner of copyrights and other proprietary rights in and to the
DPV Product, and that it will remain the sole owner in subsequent
- (c) any subsequent revisions thereof that may be issued by
Experian Data Quality are confidential and the proprietary property
of Experian Data Quality.
- (d) Experian Data Quality represents that it is the sole
owner of copyrights and other proprietary rights and that it will
remain the sole owner in subsequent revisions thereof.
3. Licensee may not use Information obtained or derived from
the USPS for any purpose inconsistent with this Agreement.
- (a) Licensee agrees that it shall not use the USPS Products
to artificially compile a list of delivery points not already in
Licensee's possession or to create other derivative products based
upon information received from or through the DPV technology.
- (b) No proprietary Licensee address list(s) or service
products or other system of records that contain address attributes
updated through DPV processing shall be rented, sold, distributed,
or otherwise provided in whole or in part to any third party for any
purpose containing address attributes derived from DPV processing.
4. Experian Data Quality reserves the right to make any and all
changes within the product as it deems necessary and/or as designated
by the USPS in the design, function, reporting requirements, or other
5. Limitation of Liability:
OTHER THAN AS SPECIFICALLY SET FORTH IN THIS AGREEMENT,
EXPERIAN DATA QUALITY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS
OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE
OR OTHERWISE WITH RESPECT TO DPV, NOR SHALL EXPERIAN DATA QUALITY BE
LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES EVEN IF
IT HAS BEEN OR IS HEREAFTER ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. EXPERIAN DATA QUALITY SHALL NOT BE LIABLE FOR ANY DESIGN,
PERFORMANCE OR OTHER FAULT OR INADEQUACY OF THE DELIVERY POINT
VALIDATION FEATURE, OR FOR DAMAGES OF ANY KIND ARISING OUT OF OR IN
ANY WAY RELATED TO OR CONNECTED WITH SUCH FAULT OR INADEQUACY. IN NO
EVENT SHALL EXPERIAN DATA QUALITY'S LIABILITY TO LICENSEE UNDER THIS
AGREEMENT, IF ANY, EXCEED THE PRO RATA PORTION OF THE ANNUAL LICENSE
FEE BASED ON THE EFFECTIVE DATE OF CANCELLATION WITHIN THIRTY (30)
CALENDAR DAYS OF THE DATE OF CANCELLATION.
- (a) Experian Data Quality agrees to hold harmless, defend
and indemnify Licensee for infringement of any U.S. copyright,
trademark, or service mark in the material provided by Experian Data
Quality to Licensee under this Agreement. The foregoing obligation
shall not apply unless Experian Data Quality shall have been
informed within ten (10) calendar days by Licensee of the suit or
action alleging such infringement and shall have been given such
opportunity as is afforded by applicable laws, rules, or regulations
to participate in the defense thereof.
- (b) Licensee agrees to hold harmless, defend, and indemnify
Experian Data Quality and USPS for infringement of any U.S. patent,
copyright, trademark, or service mark arising out of any
modification to or development of applications, materials, and
interfaces used by Licensee with the product under this Agreement.
In addition, Licensee further agrees to hold harmless, defend and
indemnify Experian Data Quality and USPS and its officers, agents,
representatives, and employees from all claims, losses, damage,
actions, causes of action, expenses, and/or liability resulting
from, brought for, or on account of any injury or damage received or
sustained by any person, persons or property growing out of,
occurring, or attributable to any work performed under or related to
this License, resulting in whole or in part from any breach of this
Agreement or from the negligence or intentional misconduct,
including any unauthorized disclosure or misuse of the Services,
including data derived from the product, by Licensee, or any
employee, agent, or representative of Licensee.
7. Confidentiality of the DPV Product and Customer Address
- (a) Delivery Point Validation is confidential and
proprietary to Experian Data Quality and the DPV data therein shall
remain the property of USPS. Nothing contained in this Agreement
shall give Licensee any right, title, or interest in or to DPV
except as a Licensee under the terms of this Agreement.
- (b) Licensee agrees to hold all information concerning
Delivery Point Validation in trust, to disclose said information
only in accordance with the provisions of this Agreement, to take
all reasonable steps to safeguard the confidentiality of the product
and any or all parts thereof and to prevent unauthorized disclosure
thereof by Licensee's employees, agents, representatives, and
- (c) Unauthorized disclosure includes using the product for
artificially creating address lists; providing DPV or any portion
thereof to any third party for any purpose or under any conditions
except as expressly authorized by this Agreement; or any other use
of the product and/or the provided code, that is not specifically
authorized by this Agreement.
8. Except as specifically amended by this Addendum, the License
Agreement shall remain in full force and effect. This Addendum may
not be altered, amended, or modified except by a written instrument
signed by authorized representatives of Experian Data Quality and
9. Termination Experian Data Quality reserves the right to
terminate this Addendum upon thirty (30) days written notice to
Licensee prior to such termination, particularly if Licensee at any
time during the term of this Agreement shall fail to comply with or
fulfill any of the terms or conditions thereof. The notice shall
state the reasons for the termination and may, but shall not be
required to, provide Licensee with a period of thirty (30) calendar
days to cure all defects and avoid termination. Said termination
shall be without liability to Experian Data Quality.
10. Upon expiration or termination of this Agreement,
Licensee's rights to use the Services shall terminate.
Notwithstanding any such expiration or termination, Licensee shall
remain obligated to abide by the confidentiality provisions of this
Agreement, the License Agreement and all other provisions herein.
11. Licensee shall be bound by the Terms and Conditions
contained in this Agreement, and hereby agrees to assume towards
Experian Data Quality all of the duties, obligations and
responsibilities that Experian Data Quality has assumed towards USPS,
under its License Agreement with USPS.