4. Your Responsibilities; Use of Email Data
(a) Your use of the Data will comply with all applicable federal, state, local and foreign laws, statues, rules and regulations
(“Laws”), including Laws regarding telemarketing, email and facsimile marketing, customer solicitation and all applicable
guidelines of the Di-rect Marketing Association (“DMA”). If Company is not a member of the DMA, Company will use
Company’s best efforts to comply with the DMA’s guidelines.
(b) Your use of any email Data will comply with all applicable Laws, including the CAN-SPAM Act, COPPA, and any State Registry
laws.
(c) NRAS reserves the right to review Company’s use of the Data to ensure compliance with this Agreement, but any failure of
NRAS to review such use will not constitute acceptance of such use or waive any of NRAS’s rights hereunder or limit any of
Company’s obligations with respect to the Data. At any time upon at least 3 days’ notice, NRAS may audit Company’s records to
determine whether Company is in compliance with this Agreement, and Company will make available to NRAS or its affiliates
all records necessary for the conduct of such an audit.
5. Disclaimer of Warranties; Limited Warranty.
The Data is provided on a strictly “as is” basis. NRAS does not assure or warrant the correctness, comprehensiveness or
complete-ness of the Data and, except as provided herein, NRAS disclaims any and all warranties of any nature, express or
implied, including any warranties of merchantability or fitness for a particular purpose. You have 14 days from Company’s
receipt of the Data to inspect it and notify NRAS of any problems or mistakes in the Data, and if Company so notify NRAS within
such 14-day period, the problem or mistake will be corrected at no additional charge to Company.
6. Limitation of Liability.
Except as provided in the last sentence of Section 5, NRAS will not be liable for any claim, demand, loss, liability, damage,
injuries, cost or expense (including reasonable attorneys’ fees and legal costs), whether general, direct, special, incidental,
consequential or other damage caused in whole or in part or directly or indirectly by any use of the Data or any alleged or
actual failure by NRAS to comply with the terms of this Agreement, whether or not any such damages were foreseeable or
whether NRAS was advised of the possibility of such damages. NRAS’s maximum liability under the last sentence of Section 5
will not exceed the amount Company paid NRAS under the Agreement within the 12 months preceding the event which gave
rise to NRAS liability.
7. Your Indemnification of NRAS.
You shall indemnify, defend and hold harmless NRAS, its affiliates, directors, officers, employees, independent contractors,
agents and representatives against any claim, demand, loss, liability, damage, injury cost or expense (including attorneys’ fees
and legal costs) which arises, directly or indirectly, out of Company’s act or omission with respect to the Data or any violation of
the Agree-ment or any violation of law.
8. Interruption of Service.
You acknowledge that, given the technical nature of resources Winsight requires to provide the Data to Company, temporary
interruptions may occur in the provision of Data and that any such interruptions shall not result in Winsight having any liability
to Company or others and shall not suspend or eliminate Company’s payment obligations to
Winsight or provide Company with any refund rights for amounts previously paid to Winsight.
9. No Assignment by You.
You may not assign Company’s rights or obligations under this Agreement to any other person or entity without the prior
written consent of NRAS, whether by operation of law or otherwise, and any attempt to do so shall be void.
10. Additional Remedy of Termination.
In addition to all other legal rights and remedies available to NRAS for any apparent, threatened or actual breach or violation of
the Agreement by Company, NRAS has the right to terminate the Agreement and demand immediate return or destruction of
the Data at any time if NRAS believes Company is not complying in full with the Agreement.
continued on next page
