By clicking “I Accept”, I (hereinafter, “Company”) hereby agree to purchase leads from New England Marketing North America, L.P., (“NEM”), a Massachusetts limited partnership maintaining its principal offices 10 Cornerstone Drive, North Easton, Massachusetts, pursuant to the following contractual terms and conditions.
1. SALE OF LEADS .

In consideration of the mutual covenants set forth herein, and in express reliance upon the warranties and representations of Company set forth herein-below, NEM hereby agrees to sell and deliver to Company Leads that conform to the type, quantity, and price specifications selected by Company on NEM's Web-based order form.

2. PAYMENT TERMS.

Company hereby agrees to remit payment in full for each order placed for Leads with NEM via credit card, check-by-fax, and/or wire transfer.

3. LEAD DELIVERY.

Within one business day of receipt of confirmation of payment by Company, NEM shall begin delivery of the Leads to Company.

4. NEM REPRESENTATIONS AND WARRANTIES.

NEM hereby represents and warrants as follows:

a. That it has full right and authority to enter into this Agreement and to perform all of its obligations hereunder; that its execution and performance of this Agreement will not breach any agreement between itself and any third party; and that the provisions of this Agreement are binding upon and enforceable against it except as may be limited by applicable bankruptcy laws and other laws affecting creditors rights.

b. That NEM will use commercially reasonable efforts to permission pass the Leads in order to help establish “opt-in”status; to check the Leads against NEM's master removal database; and to hard-bounce the Leads in order to help confirm the “live” status of each email address. In addition, NEM will attempt to verify the corresponding telephone numbers for the delivered Leads.

c. That the Leads delivered will have an aged status of not more than 30 days, unless otherwise indicated.

5. COMPANY REPRESENTATIONS AND WARRANTIES.

Company hereby represents and warrants as follows:

a. That it has full right and authority to enter into this Agreement and to perform all of its obligations hereunder; that its execution and performance of this Agreement will not breach any agreement between itself and any third party; and that the provisions of this Agreement are binding upon and enforceable against it except as may be limited by applicable bankruptcy laws and other laws affecting creditors rights.

b. That Company will not engage in any deceptive or unlawful trade practice; that it will not violate any state or federal law regulating commercial electronic mail, including, but not limited to, the CAN-SPAM Act of 2003; that it will not cause any electronic email to be distributed to any person that has not previously “opted-in” and/or consented to receiving such messages and/or information; that it will use accurate email headers and subject lines; that it will include its legal name and a physical mailing address on all email directed to Leads; that (if required by law) it will use the term “ADVERTISEMENT” or “ADV” in subject headings; that it will include a conspicuously located mechanism in emails directed to Leads allowing them to “opt-out”; that it will comply with all “opt-out” requests received; that it will maintain accurate records concerning all communications with Leads; that it will not advertise or solicit the purchase of pornography to the Leads; and that it will strictly comply with the Federal Trade Commission's and Federal Communications Commission's Telemarketing Sales Rules ( aka “National Do Not Call Registry”).

c. That Company will comply with the EC Directive on Privacy and Electronic Communications as adopted by each EU member state, to the extent applicable to the Company's use of the Leads.

d. That Company will not resell or otherwise transfer to any third parties any of the Leads without first obtaining NEM's consent.

6. DISCLAIMER.

NEM does not guarantee that the Leads provided pursuant to the terms of this Agreement will generate revenue to Company. NEM does not guarantee that the Leads provided can be contacted by Company or that the Leads provided are not otherwise available from another source separate from NEM. NEM makes no representation whatsoever regarding the suitability, creditworthiness, viability, validity, status, or legitimacy of the Leads. NEM exercises no control over, and accepts no responsibility for, the acts and/or omissions of the Leads. NEM has not compared the Leads against the Federal Do Not Call Registry and makes no representation regarding whether the use by Company of the Leads is authorized pursuant to the Federal Trade Commission's and Federal Communications Commission's Telemarketing Sales Rules ( aka “National Do Not Call Registry”). Except as otherwise expressly set forth in this Agreement, NEM hereby agrees that the Leads are provided on an “as is, as available” basis.

NEM MAKES NO EXPRESS OR IMPLIED WARRANTY, TO THE EXTENT PERMISSIBLE BY LAW, OTHER THAN THE WARRANTIES EXPRESSED IN THIS AGREEMENT, IF ANY, AND SPECIFICALLLY DISCLAIMS ANY WARRANTIES OF MERCHANABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. COMPANY'S REMEDIES.

In all cases involving a failure of the Leads to conform to the express terms set forth in this Agreement, NEM's sole obligation, and Company's sole and exclusive remedy, is for NEM to provide a credit to Company in an amount equal to the amount actually paid by Company to NEM for the corresponding Lead(s) if, and only if, Company notifies NEM within 72 hours of its receipt of the corresponding Lead(s) of a failure by the Lead(s) to conform and said non-conformance is confirmed by NEM. Company shall not be entitled to any refund if it fails to comply with applicable laws and/or violates any of the representations and warranties set forth in paragraph 5 above.

8. INDEMNITY.

Each party hereto agrees to indemnify, defend and hold the other party harmless from and against any and all actions, claims, demands, proceedings, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses, including attorneys' fees and related costs, which (1) arise solely or in part from the act(s) and/or omission(s) of the indemnifying party; or (2) arise from or are related to a breach by the indemnifying party of any express warranty or representation contained herein.

9. GOVERNING LAW; SEVERABILITY .

This Agreement is governed by the laws of the State of Massachusetts without giving effect to its conflict of law provisions. The parties to this Agreement agree to the exclusive jurisdiction and venue of the federal and state courts of Massachusetts with respect to any legal actions arising under, out of, in relation to, or brought to enforce this Agreement. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Section headings are for convenience only and will not be considered part of this Agreement. If any portion of this Agreement is ruled by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, then, to the maximum extent permitted by law, the provision shall be reformed to reflect the intent of the parties or if the provision cannot be so reformed, severed from the contract, it being agreed that such severance shall not affect the validity and enforceability of the remaining provisions of this Agreement.

10. TERM ANDTERMINATION.

This Agreement shall continue in perpetuity until terminated by either party immediately upon written notice of termination by the terminating party to the non-terminating party. Termination by either party shall not, however, excuse Company's obligation to pay for all Leads delivered by NEM through the date of termination.

11. ASSIGNMENT.

This Agreement may not be assigned by either party without the express consent of the other.

12. ENTIRE AGREEMENT .

This Agreement shall constitute the entire agreement and understanding between NEM and Company with respect to the subject matter hereof and supersedes any prior representations, agreements, and/or understandings between the parties on these subjects. Any different or additional terms in any documents furnished by Company are specifically objected to and will not become part of this Agreement. This Agreement may be amended or superseded only by a written instrument executed by NEM and Company This Agreement shall not be deemed accepted by, or binding upon, either party until executed by authorized representatives of both parties. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of NEM and Company.

13. CREDIT CARD AND CHECKING ACCOUNT BILLING AUTHORIZATION

he party placing this order and assenting to the terms of this agreement does hereby declare that the aforesaid party is: 1) the holder of the credit card used to place this order, 2) authorized by the holder of the credit card used to place this order; 3) authorized by the account holder of the checking account used to place this order; or 4) authorized by the owner of the checking account used to place this order, to use either the credit card or checking account to pay for the Leads and related charges as per this Agreement. The aforesaid party does hereby authorize NEM to bill the credit card submitted or withdraw funds from the checking account provided for all charges due pursuant to the terms of this Agreement until such time as this Agreement is terminated pursuant to paragraph 10(b) above. It is agreed that because this transaction occurred over the Web, it is not necessary for the credit card to be present or for a paper check to be signed for any legitimate charges to be valid. It is further agreed that this authorization is negotiated in North Easton , Massachusetts.