Peachtree Data General Terms and Conditions
(1) Invoicing. Unless otherwise provided for under Order Billing Information, Peachtree Data, Inc. ("Peachtree Data") will invoice You* for services rendered and goods provided in accordance with Peachtree Data's price schedule in effect on the date of Your* Order. In addition, Peachtree 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 Peachtree 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 Peachtree Data with Your Order. All additions or changes to job specifications must be in writing and acknowledged by an authorized Peachtree Data employee. If You do not provide Peachtree Data with complete, written job specifications or two or more elements of Your written job specifications are contradictory, then Peachtree Data's standard job specifications and best judgment will govern. Peachtree Data may conclusively rely upon its interpretations of, and will not be liable for failure to comply with, any verbal instructions. When Peachtree 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 Peachtree Data of any faults, inaccuracies or problems. Unless and to the extent You promptly and specifically object, Peachtree Data shall be entitled to continue processing Your Order based upon the correctness of such interim results.
(3) Deadlines. Peachtree 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 Peachtree Data, and Peachtree Data is not liable, in any way, for failure to meet a specific deadline request.
(4) Customer Responsibilities. To enable Peachtree Data to timely and properly complete Your Order, You are responsible for and will: (a) provide Peachtree Data with all necessary lists, records and other data applicable to Your Order, (b) provide Peachtree Data with complete job specifications, in writing and/or on the input screen(s) of a program provided by Peachtree Data, (c) provide Peachtree Data with layouts for Your data. If no layouts are provided, Peachtree Data will, at Your cost, make a reasonable effort to interpret Your data and be entitled to rely conclusively on its interpretations thereof, (d) promptly review Peachtree Data counts, samples or other interim results, including reviewing same for reasonableness, and approve such results or advise Peachtree Data of any faults, inaccuracies, or problems, (e) maintain adequate back-up copies of data furnished to Peachtree Data to enable Peachtree Data to regenerate such data which, for any reason, is lost, damaged or destroyed. If You do not maintain adequate back-up data, Peachtree Data's liability for lost, damaged, or destroyed data shall be limited solely to media costs not to exceed the liquidated damages sum of $250. Peachtree Data shall not be liable for data or material damaged in transit, (f) promptly examine all final output data received from Peachtree Data for validity prior to use.
(5) Customer Warranties and Representations. You hereby warrant and represent that: (a) You own or have obtained proper authorization or approval to use or reuse all data provided to Peachtree Data for processing on Your behalf. You agree to indemnify and hold Peachtree Data and Peachtree Data's officers, directors, agents and employees harmless against any and all claims, causes of action, suits, proceedings, losses, damages, demands, fees, expenses, fines, penalties and costs (including reasonable attorneys' fees and expenses) arising directly or indirectly out of Peachtree Data's processing of such data on Your behalf. (b) You understand that use of data obtained through the processing authorized may be governed by State or Federal Law. You represent that Your purposes for obtaining this data through this processing are legitimate under these laws, and agree to abide by all State and Federal Laws regarding the use of such data.
(6) Peachtree Data's Warranties and Representations. Peachtree Data hereby warrants and represents that: (a) all of its services shall be performed in a workmanlike manner in accordance with generally accepted industry standards, and (b) it shall not knowingly infringe upon any then existing intellectual property right of a third party.
EXCEPT AS PROVIDED IN THIS SECTION (6), PEACHTREE 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. PEACHTREE 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 PEACHTREE DATA EVEN IF PEACHTREE DATA HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. PEACHTREE DATA'S TOTAL LIABILITY SHALL BE FOR THOSE DIRECT DAMAGES SUFFERED BY YOU DUE TO PEACHTREE DATA'S PERFORMANCE UNDER THIS ORDER IN AN AMOUNT NOT TO EXCEED FEES ACTUALLY PAID BY YOU TO PEACHTREE DATA FOR SERVICES DIRECTLY RELATED TO THE DAMAGES SUFFERED.
(8) Confidentiality. Lists, records, spreadsheets, manuscripts, diagrams, and/or graphics that You provide to Peachtree Data shall be considered "Confidential Information". Peachtree 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. Peachtree 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 Peachtree Data, (ii) is lawfully received by Peachtree Data from a third party that is not subject to disclosure restrictions, (iii) is independently developed by Peachtree Data without using Confidential Information, (iv) has been approved for public release by Your authorization; or (v) is known to Peachtree Data without a duty of confidentiality prior to first receipt of it from You. For data quality purposes, Peachtree Data may compile statistical information on names and addresses, and information on individual address corrections. Such information shall belong to Peachtree 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. Peachtree 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 Peachtree Data, which may include, without limitation, the failure of computers, equipment, or software, or the illness, disability or resignation of Peachtree Data's personnel or contractors, to the extent that such default could not be resolved by Peachtree Data with reasonable efforts.
(10) Subcontractors. Peachtree Data shall have the right to subcontract any or all of its obligations to one or more parties, provided that Peachtree Data shall oversee all work performed by subcontractors, and provided that Peachtree 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 Georgia. All actions with respect hereto shall be brought in the state and federal district courts of Gwinnett County, Georgia, 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 Peachtree 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 Peachtree 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 Peachtree Data.