This Agreement (“Agreement”) is made by and between PermissionDIRECT.com, Inc., (HEREINAFTER referred to as the Company) and Customer and is in immediate effect and will remain in effect as long as customer maintains business dealings with the Company. Customer agrees to use Company Data in a manner that strictly complies with the terms of this Agreement and all applicable legal requirements. This includes without limitation the Telemarketing Sales Rule, Telephone Consumer Protection Act, CAN SPAM Act of 2003, Fair Debt Collection Practices Act, and all other United States federal and state laws and guidance that regulate telemarketing, instant SMS and text messaging, and e-mail marketing and social media marketing including, but not limited to laws related to marketing to minors, laws that regulate the use of certain security precautions for the maintenance, sharing and use of personal information, and laws that regulate the importation and/or exportation of personal information. The said laws shall collectively be hereinafter referred to as “Applicable Law.” All rights not expressly granted herein are reserved by Company. Company does not grant any implied license under any patents, trademarks, trade secrets, copyrights, or other proprietary rights held by Company. All property rights in the Company Data and any included materials provided to Customer remain the property of Company and its licensors, and are protected by the trade secret, personal property, copyright, trademark and other intellectual property right laws of the United States and all other applicable jurisdictions. Each party acknowledges that any such action taken by it is in contravention to this Agreement and is strictly prohibited. Customer shall ensure that its employees and agents agree not to use or disclose Confidential Information for any purpose other than those expressly permitted in this Agreement without the prior written consent of Company. The confidentiality obligations shall not apply to any particular portion of Confidential Information which: (a) was in the public domain when the disclosing party granted access to receiving party; (b) entered the public domain through no fault of the receiving party subsequent to receipt; (c) was in the receiving party’s possession free of any obligation of confidence at the time of the disclosure by the disclosing party; (d) was rightfully communicated by a third party to a receiving party free of any obligation of confidence subsequent to the time of the disclosing party’s communication thereof to the receiving party; (e) was developed by employees or agents of a party independently of and without knowledge or reference to any Confidential Information; (f) is approved for release by written authorization from the disclosing party; or (g) is required to be disclosed pursuant to any statute, law, rule or regulation of any governmental authority or pursuant to any order of any court of competent jurisdiction, but in any case, the disclosing party will be immediately notified by the receiving party before disclosure and given a reasonable opportunity to obtain a protective order or other form of protection. Upon the expiration or termination of this Agreement, the Customer shall ensure that it promptly delivers to Company any and all such Confidential Information in its possession or under its control and shall make, at Company’s request, its facilities, files, and computer equipment accessible for Company and its agent to confirm compliance. Customer represents and affirms that Company will suffer irreparable injury in the event of a breach by Customer of this confidentiality provision such that an award of injunctive relief is appropriate and justified.

Representations and Warranties: Customer represents and warrants that it will not engage in any deceptive or unlawful trade practice and that it will comply in all respects with all Applicable Law. Without limiting its obligations regarding legal compliance, Customer represents and warrants that Customer assumes all responsibility for ensuring that any use of telephone numbers and email addresses in the Company Data shall comply fully with all applicable law, including without limitation all provisions of the Federal Trade Commission Act (15 U.S.C. 41-77 ), the Telemarketing and Consumer Fraud and Abuse Prevention Act (15 U.S.C. 6101-6108), the Gramm-Leach Bliley Act (15 U.S.C. 6801-6809), the Telemarketing Sales Rule (16 C.F.R. Part 310) and Telephone Consumer Protection Act, and the laws of any and all states in which the Client does business.

Additionally, customer warrants to scrub and discard lists or portions thereof on the National & State Do Not Call Registry or equivalent databases and the customer is further prohibited from using any and all forms of automated technologies when contacting the Company’s Data.

Robocalls and Robo Texting: it is strictly prohibited to use robocalling and robo texting software and /or hardware to call/market to any lists purchased/rented.

Company does not guarantee that the individuals identified in the Company Data can be contacted or that the Company Data, or portions of it, are not otherwise available from another source separate from Company. Company makes no representation whatsoever regarding the suitability, creditworthiness, viability, or legitimacy of the individuals identified in the Company Data. Company exercises no control over, and accepts no responsibility for, the acts or omissions of the individuals identified in the Company Data. Company makes no representation regarding whether the use by Customer or its customers of the Company Data is lawful or authorized pursuant to any applicable law, including without limitation the United States Federal Trade Commission’s Telemarketing Sales Rule and the Federal Communications Commission’s Telephone Consumer Protection Act (including without limitation the “Do Not Call Registry”). Except as otherwise expressly set forth in this Agreement, Customer hereby agrees that the Company Data is provided on an “as is, as available” basis. COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTY, TO THE EXTENT PERMISSIBLE BY LAW, OTHER THAN THE WARRANTIES EXPRESSED IN THIS AGREEMENT.

Indemnity: Customer shall defend, indemnify, and hold Company harmless against all claims, suits, demands, damages, liabilities, losses, penalties, interest, settlements and judgments, costs and expenses (including attorneys’ fees) incurred, claimed, or sustained by third parties as a result of (a) Customer’s breach of or non-compliance with this Agreement, (b) Customer’s violation of any law, or an alleged violation of law, (c) any violation or alleged violation by Customer of any rights of another, including breach of a person’s or entity’s intellectual property rights (each (a)-(c) individually is referred to hereinafter as a “Claim”). Should any Claim give rise to a duty of indemnification, Customer shall promptly notify Company, and Company shall be entitled, at its own expense, and upon reasonable notice to Customer, to participate in the defense of such Claim. Participation in the defense shall not waive or reduce any of Customer’s obligations to indemnify or hold Company harmless. Customer shall not settle any Claim without Company’s prior written consent. Customer also shall indemnify Company from any and all attorneys’ fees and other costs incurred by Company in responding to, investigating, or enforcing its rights relative to a Claim. In the context of this section only, the term “Company” shall include members, managers, officers, directors, employees, corporate affiliates, subsidiaries, parent companies, agents, attorneys, insurers, and subcontractors.

Limitation of Liability: In no event shall Company or its members, managers, officers, directors, employees, contractors, attorneys, licensors, or suppliers be liable to Customer for any indirect or direct lost profits, or other incidental, consequential, or special damages, even if advised of the prospect of such damages arising out of the use of the Company Data by Customer. In no event will Company’s total cumulative liability hereunder, from all causes of action of any kind, including contract, tort (including negligence), strict liability, breach of warranty, misrepresentation, or otherwise, exceed the total amount paid by Customer to Company under this Agreement. In all cases involving a failure of the Company Data to materially conform to the express terms set forth in this Agreement, Company’s sole obligation, and Customer’s and its customer’s sole and exclusive remedy, is for Company to provide conforming Company Data.

By paying this invoice the client warrant’s to abide by the vendor’s terms of service.

Miscellaneous: The failure of either party to insist upon or enforce performance by the other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather the same will be and remain in full force and effect.

Telephone Consumer Protection Act

Became law 1991

Prior written consent using the client’s exact business name will be required for all auto dialed, pre-recorded calls to cell and land lines, as well as texts sent to cell phones for marketing purposes.

The TCPA applies to both voice and short message service (SMS) text messages, if they are sent for marketing purposes.

An established business relationship no longer protects the advertiser from any prior written consent.

Clear written consent required before telemarketing call or text message.  Exception: calls that are manually dialed and do not contain a pre-recorded message are exempt from the TCPA.

————————————————————————————————————

TRACED Act

Telephone Robocall Abuse Criminal Enforcement and Deterrence Act or the TRACED Act

Became law December 30, 2019

This bill implements a forfeiture penalty for violations (with or without intent) of the prohibition on certain robocalls. The bill also removes an annual reporting requirement for enforcement relating to unsolicited facsimile advertisements.

The bill requires voice service providers to develop call authentication technologies.

The Federal Communications Commission (FCC) shall promulgate rules establishing when a provider may block a voice call based on information provided by the call authentication framework, but also must establish a process to permit a calling party adversely affected by the framework to verify the authenticity of their calls. The FCC shall also initiate a rulemaking to help protect a subscriber from receiving unwanted calls or texts from a caller using an unauthenticated number.

This bill requires the Department of Justice and the FCC to assemble an interagency working group to study and report to Congress on the enforcement of the prohibition of certain robocalls. Specifically, the working group will look into how to better enforce against robocalls by examining issues like the types of laws, policies, or constraints that could be inhibiting enforcement.

The bill requires the FCC to initiate a proceeding to determine whether its policies regarding access to number resources could be modified to help reduce access to numbers by potential robocall violators.

More info https://www.congress.gov/bill/116th-congress/senate-bill/151/text