BY CLICKING “ACCEPT” AND REGISTERING FOR ANY OF WEBBULA’S SERVICES, ACCEPTING THESE TERMS OF SERVICE (THE “TERMS OF SERVICE” OR “AGREEMENT”) IN ANOTHER MANNER WE PROVIDE, OR OTHERWISE ACCESSING any of Webbula’s SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHICH ARE AN ENFORCEABLE AGREEMENT BETWEEN YOU (“YOU” OR “CLIENT”) AND WEBBULA, INC. (“WEBBULA” “WE” “US” “OUR”). Client and Webbula may each be referred to as a “Party” and or collectively referred to as the “Parties.” IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF SERVICE, YOU MAY NOT AND WE DO NOT GRANT YOU THE RIGHT TO ACCESS OR USE OF ANY OF WEBBULA’S SERVICES.

IF YOU WISH TO RESELL OR RELICENSE WEBBULA’S SERVICES OR OUR DATA, PLEASE SEE THE WEBBULA RESELLER TERMS OF SERVICE. THESE TERMS DO NOT GRANT YOU RIGHTS TO RESELL OR RELICENSE OUR DATA. IF YOU ARE INTERESTED IN BECOMING A RESELLER PLEASE CONTACT WEBBULA DIRECTLY SALES AT WEBBULA DOT COM OR CALL 1-888-993-2285.

PLEASE CAREFULLY REVIEW AND ENSURE THAT YOU UNDERSTAND THE Fair Credit Reporting Act RESTRICTIONS SET FORTH IN SECTION 17 BELOW.

1. Definitions:
a. “Affiliate” means, with respect to a Party, any entity that is controlled by, controls, or is under common control with such Party.
b. “Append Data” means any data that Webbula provides to Client, associated with, augmenting or correcting the Submission Data. For instance, and without limitation, if Webbula provides Client interest data, demographic data, or scoring data, or performs data hygiene on the Submission Data, that is “Append Data.”
c. “Services” means any and all services provided by Webbula to Client from time to time, including any Append Data, reports, or other data.
d. “Submission Data” means any and all customer information or other data that Client provides to Webbula in order to receive the Services.
2. Payment; Rates; and Taxes.
a. Payment and Rates. In exchange for the Services, Client agrees that it will pay Webbula fees at the applicable rates set forth in WEBBULA’S RATE SCHEDULE (“Rates”). The Rate charged for each Service will be the Rate in effect at the time Client places an order for such Service, provided that notwithstanding the foregoing annualized increases may be put in place one time each calendar year, provided that we provide thirty (30) days’ notice and an opportunity to terminate Services.
b. Invoices and Billing. Promptly following the delivery of any Services to Client hereunder, Webbula will invoice Client or, if Client provides payment card information, charge Client through such payment card. Client agrees to pay all undisputed invoices within thirty (30) days of its receipt. Client agrees that any disputes regarding an invoice must be raised by Client within seven (7) days of receipt, and that if not raised in this time frame shall be waived. If Client fails to pay any invoice (in whole or in part) within sixty (60) days of such receipt, Webbula shall be entitled to collect (a) one and a half percent (1.5%) interest per month or the maximum amount allowable under law (whichever is less), and (b) reasonable collection costs, including attorneys’ fees.
c. Taxes. Client is responsible for all sales and use taxes related to Webbula’s provision of the Services (including the Append Data) to Client.
3. Changes to the Services. Webbula reserves the right to change the Services from time to time in our sole discretion and it will have no obligation to notify Client before or after any such change. Webbula may provide and Client shall adhere to additional reasonable formatting requirements for the Submission Data.
5. No Refunds. Webbula does not provide and Client shall not be entitled to refunds for the Services.
6. Service Credits: Redemption Requirements. When Client provides Webbula with pre-payment for the Services, Webbula will record a credit (by dollar value) on Client’s account (“Service Credit(s)”) Each Service Credit acts as a license to access and use the Webbula Services during the Terms of the Agreement provided however that subject to certain use and access requirements and restrictions\notwithstanding any other provision here, if Client has not utilized the Services within the prior one (1) month period, such license shall be deemed expired and Client’s account will be deemed closed, Webbula will retain (as a licensing fee) any unspent portion of the Service Credit(s) Client has paid, and Webbula will have no obligation to return such amounts to Client.
7. Term and Termination. Subject to Client’s compliance with all provisions herein, the term of these Terms of Service and the licenses contained herein commence on the date Client signs up for or otherwise begins using the Services (the “Effective Date”) and continue for one (1) month. The Term shall renew for consecutive 1 month term unless terminated by either Party in writing (the initial term and any subsequent renewal term, collectively the “Term”). Upon termination, all amounts due and owing shall be paid in full within twenty (20) days. Client may terminate these Terms of Service at any time, by contacting Webbula at support AT old.webbula.com. Webbula may terminate these Terms of Service at any time, by contacting Client through the account information Client has provided to Webbula. If Webbula’s termination is based on Client’s violation of any covenant, representation, warranty or obligation herein, Client shall immediately delete all Append Data. If Webbula’s termination is for any other reason (or no reason), Client may continue to use the Append Data as set forth herein through the expiration of the then-current 1-month period of the Term, at which time Client shall delete such Append Data.
8. Deletion Upon Termination. On termination, Client shall within thirty (30) days purge or delete the Services (including, without limitation, all Append Data) from all systems and devices under Client’s control or possession, and on Webbula’s request, shall certify in writing to Webbula that it has done so. Should Client fail to provide the foregoing certification within thirty (30) days’ of Webbula’s written request for such certification, Client shall be assessed an additional post-termination license in the sum set forth in WEBBULA’S RATE SCHEDULE.
9. Proprietary Rights. Title to and ownership of all information, systems, software, code, tools, methodologies, specifications, techniques, and other technology and know-how owned by a Party or in the possession of such Party prior to the Effective Date, or developed by a Party after the Effective Date without the use of the other Party’s Confidential Information (and any intellectual property rights therein), shall remain with such Party. All Append Data and technology and data used to create and deliver it shall remain the exclusive property of Webbula. The Submission Data shall remain the exclusive property of Client.
10. Residual Knowledge. Webbula may derive knowledge and know-how (“Residual Knowledge”) in the course of providing Client the Services and/or handling Submission Data. Webbula may retain and shall own any rights resident in or derived from this knowledge. Webbula shall not retain rights to the Submission Data or its components, provided however that Webbula shall retain rights solely to information reflecting the frequency and nature of and by which a name or data element may come into contact with Webbula’s services, and shall use such data solely to provide and improve its services, including for anti-fraud and data hygiene purposes. Notwithstanding the foregoing, Webbula may in its sole discretion automatically delete any data files that it obtains (whether directly or indirectly) from its customers (including the Submission Data) seven (7) days after Webbula’s intake of such files from Client.
11. Representations and Warrants.
a. Mutual. Each Party represents and warrants that it has and shall maintain the legal right and authority to use the respective data (whether Submission or Append Data) that it provides to the other Party, or that it employs within its own solutions and products. Each Party represents that it is duly authorized to enter into the obligations set forth herein.
b. By Webbula. Webbula represents and warrants that it does and shall only use the Submission Data as set forth herein or as otherwise requested by Client, and shall not “sell” the Submission Data as that term is defined in the California Consumer Privacy Act and the California Privacy Rights Act (together the “CCPA”).
c. By Client. Client represents and warrants that it shall not use the Append Data or any other portion of the Services in violation, or to facilitate the violation, of any law, regulation or agreement to which it is a party (including, without limitation, and to the extent applicable, the CCPA, the General Data Protection Regulation (Regulation (EU) 2016/679), and the FCRA (as defined in Section 15 below), the Can-Spam Act, and Client’s privacy policy). If Client is a business or other form of entity, any party that accepts and enters into these Terms of Service on behalf of Client represents and warrants that such party has the authority, the rights, and the capacity to legally bind Client to the terms hereto.
12. Licenses and Restrictions. Webbula grants Client a non-transferrable, non- sublicensable, non-assignable (except as set forth herein), world-wide, non-exclusive, term-limited (to the term herein), limited license to access and use the Append Data for Client’s own internal purposes, with the following restrictions:
a. Resale Prohibited. The Append Data may be used solely for Client’s internal business purposes. Client may not sell, lease, rent or provide to any other party the Append Data (in whole or in part) or a functionally identical derivative of the Append Data, or create any service from the Append Data. If Client wishes to resell the Services, Client must contact Webbula at sales @old.webbula.com. All such resale activity shall be subject to Webbula’s prior written approval and certain additional terms and conditions, including (without limitation) those set forth in Webbula’s Reseller Terms of Service, which are available by further contacting Webbula at sales @old.webbula.com
b. Restricted Marketing Activities. Client shall not use the Services (including, without limitation any Append Data) to advertise, sell, or promote products or services relating to or promoting libelous speech, illegal activities, pornography, tobacco products (including e-cigarette products), firearms or ammunition, hate speech, or products that violate copyrights or trademarks.
c. Can-Spam. Client shall not send any emails using the Services (including, without limitation, any Append Data) unless such email contains a valid and working “unsubscribe” from sender option, identifies the sender as required under the Can-Spam Act, and is non-fraudulent in nature.
d. Wireless Phone Numbers. Client understands and agrees that should Webbula provide wireless phone numbers to Client, Client shall be solely responsible for compliance with (and agrees to comply with) all laws related to the use of such phone numbers, including without limitation (a) the Telephone Communication Protection Act (TCPA), (b) the FTC Telemarketing Sales Rule, (c) the Telemarketing Consumer Fraud and Abuse Prevention Act, and (d) all federal state laws and regulations regarding the use of telephone numbers, including compliance with any “do not call” registries and restrictions.
e. Information Safeguards. Client shall maintain an information security program that contains administrative, technical, and physical safeguards that are appropriate to Client’s size, the complexity, nature and scope of its activities, and the sensitivity of any Submission Data at issue. Client shall inform Webbula within 48 hours if Append Data in Client’s custody or control (or that of a Client service provider) has been acquired by an unauthorized third party, and shall take all reasonable steps to assist Webbula in securing the return or deletion of such Append Data.
13. Additional Privacy Restrictions. The Parties agree to the following, additional, privacy restrictions:
a. Without limitation of other restrictions in this Agreement, Client shall only use the Append Data as set forth in Section 12, above, and not for any other purpose.
b. Each Party shall ensure that it has provided legally sufficient consumer notice and choice mechanisms, including (as to California residents) providing “opt out” and “notice at collection” disclosures and mechanisms in compliance with the CCPA and other applicable state privacy laws.
c. To the extent that Webbula makes available to Client a list of consumers who have requested “opt out” or “deletion” of their personal information Client shall comply with such requests, to the extent required under applicable law (such as, without limitation, the CCPA).
d. Webbula may take reasonable and appropriate steps to ensure that Client uses the Append Data solely as set forth above and solely in compliance with the CCPA, and upon reasonable notice may take reasonable and appropriate steps to remediate Client’s unauthorized use of the Append Data. Without limitation, Webbula may require documentation that Client has complied with any “opt out” preference expressed by a consumer applicable to the Append Data.
Either Party shall notify the other within five (5) business days should it determine that it can no longer meet its legal obligations under the CCPA, with respect to the Licensed Data.

14.DISCLAIMER. LIMITATIONS. THE APPEND DATA MAY BE SUBJECT TO TRANSCRIPTION AND TRANSMISSION ERRORS. THUS, THE APPEND DATA IS PROVIDED ON AN “AS IS” BASIS. CLIENT’S USE OR RELIANCE UPON THE APPEND DATA IS AT ITS OWN RISK. WEBBULA MAKES NO (AND DISCLAIMS ANY) WARRANTIES, EXPRESS OR IMPLIED, HEREUNDER AS TO THE APPEND DATA OR ANY OF ITS OTHER SERVICES, INCLUDING WITHOUT LIMITATION WARRANTIES OF ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WEBBULA’S AND ITS LICENSORS’ AGGREGATE LIABILITY TO CLIENT, WHETHER FOR NEGLIGENCE, BREACH OF WARRANTY, OR ANY OTHER CAUSE OF ACTION, SHALL BE LIMITED TO THE PRICE PAID BY CLIENT FOR THE DATA OR SERVICES TO WHICH THE INCIDENT RELATES. IN NO EVENT SHALL WEBBULA OR ITS LICENSORS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE AND HOWEVER ARISING, INCLUDING BUT NOT LIMITED TO LOST INCOME OR LOST REVENUE, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER THEORY.
15. Indemnification. Client shall indemnify, defend and hold Webbula, its agents, Affiliates, and licensors harmless from any claim, costs, losses, damages, liabilities, judgments and expenses, including reasonable fees of attorneys and other professionals (each a “Claim”), arising out of or in connection with any allegation by a third party that Client has breached any covenant or warranty herein, or used the Services (including, without limitation, the Append Data) in a manner that violates any law. Webbula shall indemnify, defend and hold Client, its agents, Affiliates, and licensors harmless from any Claim arising out of or in connection with any allegation by a third party that Webbula has acted in a grossly negligent manner or engaged in willful misconduct in respect of its use or misuse of the Submitted Data.
16. Indemnification Procedures. In order to seek any indemnification hereunder, the indemnified Party must (i) promptly notify the indemnifying Party in writing of the Claim; (ii) grant the indemnifying Party sole control of the defense (except that the indemnified Party may, at its own expense, assist in the defense); and (iii) provide the indemnifying Party, at the indemnifying Party’s expense, with all reasonable assistance, information and authority reasonably required for the defense of the Claim. In no event shall the indemnifying Party enter into any settlement or agree to any disposition of the indemnified claim(s) which imposes any obligation on the indemnified Party without the prior written consent of the indemnified Party.
17. IMPORTANT FCRA RESTRICTIONS. Webbula is not a consumer-reporting agency as defined by the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. (“FCRA”) and the Services (including the Append Data and any reports comprising a part of the Services) do not constitute “Consumer Reports,” as that term is defined in the FCRA. Client will not use or provide the Services for any purposes enumerated in the FCRA in lieu of obtaining a Consumer Report. Client will not use or provide the Services or any portion thereof (including, without limitation, the Append Data):
a. 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;
b. for the purpose of evaluating a consumer for employment, promotion, reassignment or retention as an employee;
c. for any tenancy verification or in connection with any application to rent real property;
d. 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;
e. 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;
f. 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; or
g. for any other purpose under the FCRA.
Client will not use or provide Webbula services or data for the preparation of a Consumer Report or in such a manner that may cause such data to be characterized as a Consumer Report. Client agrees that it will not take any “Adverse Action” (as that term is defined in the FCRA), which is based in whole or in part on the Services, against any Consumer.
18. Confidentiality
a. Confidential Information. “Confidential Information” means the following (whether orally, in writing, or in any other form): (a) the Append Data and the Submission Data; and (b) any and all non-public or proprietary information and data of a Party that a Party (the “Disclosing Party”) discloses to the other Party (the “Receiving Party”) in connection with the Services or these Terms of Service which are known or reasonably should be known to be confidential. Confidential Information may include information of a third party that is in the possession of the Disclosing Party (including the Disclosing Party’s Affiliates) and is disclosed to the Receiving Party.

b. Restrictions on Disclosure and Use. As between the Parties, Confidential Information is, and at all times shall remain, the property of the Disclosing Party. The Parties shall: (i) maintain the confidentiality of each other’s Confidential Information and not disclose it to any third party, except as authorized by the original disclosing Party in writing; (ii) restrict disclosure of, and access to, Confidential Information of the other Party to employees, contractors, agents or consultants who have a “need to know” in order for the Party to perform its obligations or exercise its rights under these Terms of Service, and who are bound to maintain the confidentiality of the Confidential Information by the terms of nondisclosure no less restrictive than those contained herein; (iii) handle Confidential Information of the other Party with the same degree of care the Receiving Party applies to its own Confidential Information, but in no event, less than reasonable care; (iv) use the Confidential Information of the other Party only for the purpose of performing, and to the extent necessary, to fulfill their respective obligations under these Terms of Service; and (v) promptly notify each other upon discovery of any unauthorized use, access or disclosure of the Confidential Information of the other Party, take reasonable steps to regain possession and protection of the Confidential Information of the other Party, and prevent further unauthorized action or breach of these Terms of Service with respect to the Confidential Information of the other Party.

b. Exceptions. Confidential Information does not include information that: (i) previously known, or received rightfully by the receiving Party without any obligation to keep it confidential; (ii) distributed to third parties by the Disclosing Party without restriction; (iii) explicitly approved for release by written authorization of the Disclosing Party; (iv) publicly available other than by unauthorized disclosure by the Receiving Party; (v) independently developed by the Receiving Party without the unlawful use of any of the disclosing party’s Confidential Information or any breach of these Terms of Service; or (vii required to be disclosed under applicable law, court order, or other governmental authority lawfully demanding the Confidential Information, provided that the receiving party complies with the obligations set forth immediately below. Notwithstanding the foregoing, all Append Data shall be considered Confidential Information.

c. Required Disclosure. If a Receiving Party is required to disclose Confidential Information of the other Party under applicable law, court order or other governmental authority lawfully demanding the Confidential Information, the Receiving Party shall: (i) to the extent legally permissible, give to the Disclosing Party prompt written notice of the request and a reasonable opportunity to object to the disclosure and to seek a protective order or other appropriate remedy; (ii) use reasonable efforts to limit disclosure; (iii) disclose only the Confidential Information specifically required and only to the extent compelled to do so; and (iv) continue to maintain confidentiality after the required disclosure.

19. Injunctive Relief. The Parties acknowledge that a Client’s breach of Section 12 may result in irreparable harm and significant injury to Webbula that may be difficult to ascertain. Therefore, in the event of such a breach, Webbula will have the right to seek, in addition to any other remedies that may be available to it at law or in equity, an immediate injunction, without posting bond, and Webbula further shall be entitled to reasonable attorneys’ fees where it is a prevailing party in such action.
20. Miscellaneous. Neither Party shall assign, sublicense or otherwise transfer its rights and/or obligations under these Terms of Service, in whole or in part, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that either Party may freely assign these Terms of Service to: (i) any Affiliate of such Party; (ii) any successor in interest whether by merger, reorganization or otherwise; or (iii) any purchaser of all or substantially all of its assets, provided further that such assigning Party must promptly notify the non-assigning Party of such assignment. These Terms of Service and all attachments hereto constitute the entire agreement between the Parties with respect to the subject matter hereof and supersedes any and all written or oral prior or contemporaneous agreements and understandings between the Parties. The Parties to these Terms of Service are independent contractors. There is no relationship of partnership, agency, employment, franchise or joint venture between the Parties. These Terms of Service may not be modified or amended without the express written consent of each of the Parties hereto. These Terms of Service shall be governed by and construed in accordance with the laws of the Pennsylvania without giving effect to conflict of laws principles. The exclusive jurisdiction and venue for all disputes arising out of these Terms of Service shall be the federal and/or state courts located in Allegheny County, Pennsylvania. The Parties’ obligations to one another shall be excused and/or postponed during and for the duration of any force majeure event and shall resume as soon as practicable after the event has ended. The following sections shall survive the expiration or termination of these Terms of Service: Sections 2, and 4 through 18.

RATE SCHEDULE

BY REGISTERING FOR OR OTHERWISE ACCESSING any of WEBBULA’S SERVICES, YOU AGREE TO BE BOUND BY WEBBULA’S TERMS OF SERVICE AND THE PRICING TERMS AND CONDITIONS SET FORTH IN THIS RATE SCHEDULE, WHICH ARE AN ENFORCEABLE AGREEMENT BETWEEN YOU (“YOU” OR “CLIENT”) AND WEBBULA, INC. (“WEBBULA” “WE” “US” “OUR”). IF YOU DO NOT WISH TO BE BOUND BY THE TERMS OF SERVICE OR THIS RATE SCHEDULE, YOU MAY NOT AND WE DO NOT GRANT YOU THE RIGHT TO ACCESS OR USE OF ANY OF WEBBULA’S SERVICES.

Schedule A: emailHygiene Pricing rate tables included in the portal section Manage Credits.

If Client engages Webbula to provide emailHygiene Services, the following Rates and pricing terms and conditions shall apply:

For purposes of this Schedule A, a “Record” shall mean one (1) email address
Each Record processed by Webbula through the emailHygiene Services will be subject to the cost per record set forth in the Volume Commitment Table below.
Each emailHygiene Credit issued to Client pursuant to Webbula’s Terms of Service, may be used enables one (1) Record to be processed.

Schedule B: leadHygiene Pricing

If Client engages Webbula to provide leadHygiene Services, the following Rates and terms and conditions shall apply:

For purposes of this Schedule B, a “Record” shall mean (and may include) one or all of the following three fields, provided that such fields are related to one another:
a person’s name;
U.S. postal address; and/or
telephone number.
Each Record processed by Webbula through the emailHygiene leadHygiene Services will be subject to a fee of $0.002 per Record.
The abovementioned leadHygiene cost per record does NOT include the emailHygienel Services. In the event Client requests both leadHygiene Services and emailHygiene for a particular Record, such Services will be subject to the additional fees set forth is Schedule A above.
Each leadHygiene credit enables one (1) Record to be processed.