All services provided by Lorton Data, Inc. (Lorton Data) are offered under the terms and conditions detailed below. In this authorization, the terms "You" and "Your" refer to the customer ordering goods and/or services from Lorton Data.
Each individual user of the system should set up their own account. It is Your responsibility to safeguard Your user name and password and keep them secure. We strongly recommend that you do not share Your user name and password with anyone. If You do share Your user name and password with other users at your organization, it is Your responsibility to make those users aware of the information detailed in this Authorization. Please note that some types of subscriptions do not allow multiple users. See subscription terms for details. Additionally, it is Your responsibility to contact us to delete user accounts if individuals leave Your organization or otherwise are no longer authorized to order services from Lorton Data.
You authorize Lorton Data, and if applicable, its vendors, to process Your files as You indicate in the software interface or web interface, and You agree to pay the established price for the products and services indicated. You represent that, before submitting files and instructions to Lorton Data, You will understand the nature, scope and limitations of the processing as well as the nature of the output to be generated by Lorton Data on Your behalf. If You have questions on this subject, information is available on our web site www.lortondata.com or by calling the phone number listed on the site. You agree to examine output data for validity. You understand that Lorton Data will not be liable for any damages greater than the charges actually paid by You for services directly related to the damages suffered resulting from the use of invalid data. You hereby agree to the terms of the End User License Agreement as noted below, and as updated from time to time. You further understand that all orders are subject to the LORTON DATA GENERAL TERMS AND CONDITIONS as noted below, and as updated from time to time. The current version of this document is available at https://www.lortondata.com/authorization/.
You acknowledge that You are aware that Lorton Data will transmit Your output data over the internet which is a public data transfer medium. Unless you request otherwise, Lorton Data will encrypt Your output data before transmitting to You; but the encryption schemes are in no way warranted to be secure from deciphering or cracking by a malicious third party that may gain access to Your encrypted data during storage or transmission.
Authorization Rev 2 - 4/10
A-Qua™ Applications and Services
BY ACCESSING THIS SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, as updated from time to time at https://www.lortondata.com/authorization/.
This Lorton Data, Inc. ("Lorton Data") End User License Agreement applies to all A-Qua™ applications and services and related explanatory materials (collectively referred to as "Software"). A-Qua™ applications include but are not limited to the A-Qua™ web services and the A-Qua Mailer™ web application. This License Agreement shall also apply to updates of Software unless otherwise specified in a separate license agreement. The Software utilizes and may include files from third parties. These files are copyrighted works licensed by their respective vendors, and shall not be considered Software for the purposes of this License Agreement.
Upon Your acceptance of this Agreement, Lorton Data grants to You a nonexclusive license to use the Software, provided that You agree to the following:
1. YOU MAY use the Software solely in conjunction with transmitting instructions and data to Lorton Data for processing and downloading processed data from Lorton Data. Any other use is prohibited.
2. YOU MAY NOT:
4. Ownership, Copyright and Trademark Rights. The Software is owned by Lorton Data, and its structure, organization and code are the valuable trade secrets of Lorton Data. The Software also is protected by United States Copyright Law and International Treaty provisions. Except as stated herein, this Agreement does not grant You any intellectual property rights in the Software.
5. Lorton Data reserves the right to revoke this license at any time with or without cause.
6. Term. This Agreement shall automatically terminate upon failure by You to comply with its terms or upon termination or revocation of Lorton Data’s license to you to use the Software. Upon the termination of this Agreement, You shall immediately cease use of the Software.
EULA Rev 1-04/10
(1) Invoicing,. Unless otherwise provided for under Order Billing Information, Lorton Data, Inc. ("Lorton Data") will invoice You* for services rendered and goods provided in accordance with Lorton Data's price schedule in effect on the date of Your* Order. In addition, Lorton Data will invoice You for all out-of-pocket costs and expenses including postage, freight, shipping and handling, and insurance. Invoices are due upon receipt or such later date as pre-approved by Lorton Data's credit department. Invoices not paid in full within fifteen (15) days of the due date will accrue a service charge at the rate of 1.5% per month on the unpaid balance from the due date.
(2) Specifications and Approvals. If You wish Your Order to comply with a certain job specification, You must provide such job specification to Lorton Data with Your Order. All additions or changes to job specifications must be in writing and acknowledged by an authorized Lorton Data employee. If You do not provide Lorton Data with complete, written job specifications or two or more elements of Your written job specifications are contradictory, then Lorton Data's standard job specifications and best judgment will govern. Lorton Data may conclusively rely upon its interpretations of, and will not be liable for failure to comply with, any verbal instructions. When Lorton Data submits counts, samples or other interim results to You for Your review and approval, You shall promptly review the same, including reviewing the same for reasonableness, and advise Lorton Data of any faults, inaccuracies or problems. Unless and to the extent You promptly and specifically object, Lorton Data shall be entitled to continue processing Your Order based upon the correctness of such interim results.
(3) Deadlines. Lorton Data will use its best efforts to meet specific deadline requests made at the time You place Your Order. Deadline requests are, however, not binding on Lorton Data, and Lorton Data is not liable, in any way, for failure to meet a specific deadline request.
(4) Customer Responsibilities. To enable Lorton Data to timely and properly complete Your Order, You are responsible for and will:
(5) Customer Warranties and Representations. You hereby warrant and represent that:
(6) Lorton Data's Warranties and Representations. Lorton Data hereby warrants and represents that:
EXCEPT AS PROVIDED IN THIS SECTION (6), LORTON DATA MAKES NO WARRANTIES OF ANY KIND AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING WITHOUT LIMITATION THAT THE SERVICES, PRODUCTS AND RELATED OPERATIONS PERFORMED HEREUNDER WILL BE ACCURATE OR FREE FROM ERROR, AND INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE IN THE TRADE.
(7) Disclaimers. LORTON DATA SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE WORK OR PRODUCT HEREIN AUTHORIZED INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOST SAVINGS, OR LOST DATA, OR FOR ANY DAMAGE RELATED TO THE USE OF OR INABILITY TO USE THE PROCESSED DATA GENERATED BY LORTON DATA EVEN IF LORTON DATA HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. LORTON DATA'S TOTAL LIABILITY SHALL BE FOR THOSE DIRECT DAMAGES SUFFERED BY YOU DUE TO LORTON DATA'S PERFORMANCE UNDER THIS ORDER IN AN AMOUNT NOT TO EXCEED FEES ACTUALLY PAID BY YOU TO LORTON DATA FOR SERVICES DIRECTLY RELATED TO THE DAMAGES SUFFERED.
(8) Confidentiality. Lists, records, spreadsheets, manuscripts, diagrams, and/or graphics that You provide to Lorton Data shall be considered "Confidential Information". Lorton Data will disclose Confidential Information only to its employees and/or vendors who may need to know it in order to process Your Order, and to authorized persons designated by You. Lorton Data also agrees not to use such Confidential Information on its own behalf or for its own interest without Your prior consent. Confidential Information shall not include any information that (i) is or becomes available to the public through no fault of Lorton Data, (ii) is lawfully received by Lorton Data from a third party that is not subject to disclosure restrictions, (iii) is independently developed by Lorton Data without using Confidential Information, (iv) has been approved for public release by Your authorization; or (v) is known to Lorton Data without a duty of confidentiality prior to first receipt of it from You.
For data quality purposes, Lorton Data may compile statistical information on names and addresses, and information on individual address corrections. Such information shall belong to Lorton Data and shall not be considered Confidential Information as defined in this Section (8). Additionally, where data is submitted to the USPS for correction at Your request, the USPS may also retain such information.
(9) Force Majeure. Lorton Data shall not be in default by reason of any failure in its performance if such failure to perform is otherwise due to causes beyond the reasonable control of Lorton Data, which may include, without limitation, the failure of computers, equipment, or software, or the illness, disability or resignation of Lorton Data's personnel or contractors, to the extent that such default could not be resolved by Lorton Data with reasonable efforts.
(10) Subcontractors. Lorton Data shall have the right to subcontract any or all of its obligations to one or more parties, provided that Lorton Data shall oversee all work performed by subcontractors, and provided that Lorton Data shall remain responsible for the delivery and quality of the goods and/or services ordered herein.
(11) Governing Law. The provision of goods and services covered hereby and all Terms and Conditions hereof shall be governed by, construed and enforced under the internal laws (and not the laws of conflicts) of the State of Minnesota. All actions with respect hereto shall be brought in the state and federal district courts of Hennepin County, MN, and in no other jurisdiction.
(12) Entire Agreement. This Document is the final expression of the Terms and Conditions that govern all Orders placed by You with Lorton Data for the provisions of goods and/or services and may not be contradicted by evidence of any alleged oral agreement or other written agreement. Please read it and keep it for your records. Any unilateral purchase order shall be effective only to specify the services and/or goods ordered and the quantities, and shall be otherwise governed by these Terms and Conditions. If You purchase list rental products or services, the Lorton Data List Rental Terms and Conditions also apply, and are incorporated here by reference.
* The terms "You" and "Your" as used herein refer to the customer ordering goods and/or services from Lorton Data.
LD Rev 4 - 10/19/2012