Service Agreement

This Services Agreement (“Agreement”) is made and entered into between Authenticom Services, LLC. ("Authenticom") and user of Authenticom’s online services (“Customer”). The Agreement contains the terms and conditions that apply to Customer’s use of the online services. Please read these terms and conditions carefully.

By clicking on the I ACCEPT button, you acknowledge that you have agreed to all of the terms of this Agreement, that you have agreed to become a party to, and legally bound by, this Agreement and that you are duly authorized to execute this Agreement. If you do not agree to all of the terms of this Agreement, click the I DECLINE button. You will not be able to use the Service if you click the I DECLINE button.


This Agreement governs the web-based marketing applications and services to be provided by Authenticom to Customer under this Agreement, which services may change from time to time in the sole discretion of Authenticom (the “Service”).

  1. TERM AND TERMINATION.  This Agreement shall commence as of the Effective date and shall continue thereafter unless terminated by either Party on thirty (30) days prior written notice. Notwithstanding the foregoing, either Party may terminate this Service Agreement immediately in the event of a breach or a threatened breach of this Service Agreement by the other Party and Authenticom shall have the right to immediately terminate this Service Agreement in the event that Authenticom determines, in its sole discretion, to suspend offering the Service to Customer.
  2. CUSTOMER RESPONSIBILITIES.
    1. Upon receipt, Customer shall inspect Authenticom’s work for compliance with the Service ordered. If verifiable errors are reported to Authenticom within 30 days, Customer shall elect its remedy as set forth in Section 9 of this Agreement. Customer’s failure to notify Authenticom of errors shall constitute acceptance of the order “As Is”.
       
    2. Customer will maintain current, accurate and complete books and records relating to its use of any rented lists for a period of at least twelve (12) months after each marketing communication including sample mail pieces, telemarketing scripts, ad copy or other communications that Customer has used, and a list of each state to which the marketing communication has been made using the Lists. At their own expense, Authenticom, or any representative designated, will have the right to examine and copy or make extracts from all such books and records and any source documents used in preparation thereof, related to the rented lists, at any time during normal business hours, provided Authenticom gives Customer written notice at least three (3) business days prior to any such examination.
  3. PRICING.  Customer agrees to pay Authenticom all fees and charges (including applied sales taxes) in connection with the Services as set forth within the website upon order completion, which fees and charges may be changed from time to time in Authenticom’s sole discretion through posting of such changes on its website. All past due invoices shall incur interest at a rate of 1% per month or the maximum lawful rate, whichever is less. Ownership title for the Services purchased on the website will transfer at the point of origin.
     
  4. CONFIDENTIALITY / PROPRIETARY INFORMATION.  The Customer Data disclosed pursuant to this Agreement will be deemed to include certain personally identifiable information which may include information that is publicly available combined with information that is not publicly available. Authenticom agrees to not use, disclose, or commingle with information held by Authenticom the Customer data for marketing purposes or for any other purposes except (a) as permitted or required by this Agreement or as required by law, or (b) with prior written approval from Customer. Authenticom agrees and acknowledges that the Customer data shall at all times be owned by Customer or Customer’s subsidiaries or affiliates. Authenticom and Customer acknowledge that the information disclosed hereunder may constitute proprietary information and trade secrets of the disclosing party and agrees that it shall maintain such confidential information in strict confidence and shall not disclose to any person or entity, or otherwise utilize or license, either during the term of this Agreement or at any time thereafter, any confidential information, data, trade secret or any other proprietary or confidential matter of which it becomes aware and which in any way relates to the business, financial or property affairs of the disclosing party or its subsidiaries or affiliates, without the disclosing party’s prior written consent. The recipient agrees to use appropriate safeguards to prevent use and/or disclosure of the confidential information of the disclosing party in a manner other than as provided for by this Agreement, including, but not limited to, protecting written documents and electronic files. The recipient shall restrict access to the disclosing party’s confidential information to those employees, officers, subcontractors and other third parties whose access is necessary for the performance of the Services. If Authenticom or any of its representatives are requested pursuant to, or become compelled by law, regulatory request, legal process, subpoena or court order to disclose Customer data, Authenticom will provide Customer with prompt advance written notice of such intended disclosure so that Customer may seek a protective order or other appropriate remedy. Authenticom will furnish only that portion of the Customer data which is legally required and Authenticom shall reasonably cooperate with Customer’s efforts, at Customer’s expense, to obtain reliable assurance that confidential treatment will be accorded the Customer Data.
     
  5. MATERIALS / DATA PROTECTION WARRANTIES.
    1. Customer acknowledges that in providing the Services, Authenticom will rely on various materials and data provided or obtained from Customer and Clients (“Materials”). Customer agrees that Authenticom does not perform any independent analysis or verification of these Materials and cannot guarantee or warrant the accuracy or such Materials. Authenticom assumes no responsibility or liability for errors resulting from the Materials.
       
    2. The parties agree to comply with all privacy and data protection laws, rules and regulations. Customer warrants that any Materials sent to Authenticom by Customer or Clients has been legally obtained, that Customer’s or Client’s subsequent use of such Materials will be legal, and that, to the best of its knowledge, none of the activities for which it has engaged the Services of Authenticom will involve the commission by Authenticom of any illegal act. Authenticom warrants that all information that it provides Customer has been legally obtained and that to the best of Authenticom’s knowledge it has complied with all applicable laws and regulations.
       
    3. Authenticom may suspend the Services if in its reasonable judgment the performance of the Services would be illegal. Such a suspension of Services shall not constitute a default under this Agreement. In such event, the parties agree to use their best efforts to implement an alternative method of performing the Services. In the event that no such alternative method can be reasonably implemented, Authenticom agrees to return all of Customer’s proprietary information that relates to the suspended Services promptly upon Customer’s payment to Authenticom of any then current invoices relating to such Services. Authenticom will promptly refund to Customer any portion of its pre-paid fee that has not been used for services at the time of service suspension.
  6. OWNERSHIP.
    1. The Services provided under this Agreement include pre-existing works (individually and collectively, the “Authenticom Materials”). The Authenticom Materials and all rights therein including any patent, copyright, trademark, trade secret or any other intellectual property right associated with the Authenticom Materials and any source code related to the Authenticom Materials shall be owned exclusively by Authenticom. Customer shall have no claim of ownership in any of the patent, copyright, trademark, trade secret, or any other intellectual property right in the Authenticom Materials. Client has the right to use Authenticom Materials as defined in the Schedule.
       
    2. Authenticom reserves the right to modify or update the Authenticom Materials from time to time. Authenticom will give Customer reasonable notice in the event that these modifications will materially change the functions or features of the Services.
       
  7. LIMITED LICENSE.  Authenticom grants Customer a nonexclusive, revocable right to use Authenticom Marketing icons and logos provided by Authenticom, and such other images for which Authenticom grants express permission, for the purpose of identifying Customer and Authenticom as business partners and to assist in generating additional product sales for Authenticom. Customer may not modify any such materials in any way. Authenticom reserves all of its rights in the icons, logos, and other such images and materials, trade names and trademarks, and all other intellectual property rights therein. Customer agrees to allow Authenticom to review final ad copy and images prior to such licensed logos and icons being displayed publicly on any written or electronic media. Authenticom agrees to not unreasonably withhold approval of use of ad copy and images. Authenticom may revoke Customer’s trademark and images license at any time by giving thirty (30) day written notice to Customer.
     
  8. GENERAL WARRANTIES.
    1. Authenticom warrants that it has the necessary equipment, computer capacity, software, programs and trained personnel to properly perform the Services described herein consistent with standard industry practices, that it will perform the Services described herein in a professional and workmanlike manner, that it is a duly formed corporation in good standing under the laws of the state of Delaware, that it is qualified to transact business in all states where the ownership of its properties or nature of its operations requires such qualification, that it has full power and authority to enter into and perform the Agreement, that the execution and delivery of the Agreement have been duly authorized, and that the Agreement does not violate any law, statute or regulation and does not breach any other agreement or covenant to which Authenticom is a party or is bound.
       
    2. Customer warrants that it is a duly formed company in good standing under the laws of its state of incorporation, that it is qualified to transact business in all states where the ownership of its properties or nature of its operations requires such qualification, that it has full power and authority to enter into and perform the Agreement, that the execution and delivery of the Agreement have been duly authorized, and that the Agreement does not violate any law, statute or regulation and does not breach any other agreement or covenant to which Customer is a party or is bound.
       
    3. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, THERE ARE NO OTHER WARRANTIES EXPRESS OR IMPLIED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN THE EVENT THAT ANY DATA IS TO BE SUPPLIED HEREUNDER, AUTHENTICOM MAKES NO WARRANTIES EXPRESS OR IMPLIED WITH RESPECT THERETO, INCLUDING BUT NOT LIMITED TO WARRANTIES OF ACCURACY, COMPLETENESS, OR CURRENTNESS.

     
  9. REMEDIES.  Authenticom’s sole obligation and Customer’s exclusive remedy for any claim of defective Services shall be to re-perform the Services in question without charge or, at Customer’s option, to refund the price paid by Customer for any defective Services. Authenticom’s aggregate liability to Customer whether for negligence, breach of warranty, or any other cause of action shall be limited to the price paid for the Services to which the incident relates.
     
  10. MUTUAL NON-INFRINGEMENT INDEMNIFICATION.  Authenticom and Customer (Parties) will defend and indemnify each other against a claim that their services, data, or any other product furnished by the Parties and used within the scope of this Agreement infringes a copyright, patent, trademark, trade secret, or other third-party proprietary right provided that: (a) each Party notifies the other in writing within thirty (30) days after receiving written notice from a third party specifying such claim; (b) each Party has sole control of the defense and all related settlement negotiations on its own behalf and is responsible for all costs and expenses associated therewith; and (c) each Party provides the other with such assistance as may be necessary to perform their obligations under this Paragraph 10. THE FOREGOING STATES EACH PARTIES’ ENTIRE LIABILITY FOR INFRINGEMENT CLAIMS.
     
  11. LIMITATION OF LIABILITY.   In no event shall either party, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUCCESSORS OR ASSIGNS BE LIABLE for any special, indirect, incidental or consequential damages, including, but not limited to, lost income or lost revenue whether based in contract, tort or any other theory. Any cause of action arising from or in connection with this Agreement shall be asserted within one (1) year of the date upon which such cause of action accrued, or the date upon which the complaining party should have reasonably discovered the existence of such cause of action, whichever is later.
     
  12. GOVERNING LAW.  This Agreement shall be governed by the Laws of the State of Wisconsin.
     
  13. ENTIRE AGREEMENT.  This Agreement, together with the Schedule attached hereto, sets forth the entire understanding and supersedes and merges all prior and contemporaneous agreements between the parties relating to the subject matter contained herein, and neither party shall be bound by any provision, amendment or modification other than as expressly stated in or contemplated by this Agreement or as subsequently shall be set forth in writing and executed by a duly authorized representative of the party to be bound thereby. All waivers hereunder must be made in writing, and failure at any time to require the other party's performance of any obligation under this Agreement shall not affect the right subsequently to require performance of that obligation. Any waiver of any breach of this Agreement shall not be construed as a waiver of any continuing or succeeding breach.
     
  14. SEVERABILITY.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law; but if any provision of this Agreement should be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, and the balance of this Agreement shall be interpreted as if such provision were so excluded.
     
  15. SUBJECT HEADINGS.The subject headings of the sections of this Agreement are included for the purposes of convenience only, and shall not affect the construction or interpretation of any of its provisions.
     
  16. SUCCESSORS AND ASSIGNS.  Customer shall not assign or transfer its rights, or delegate its rights or responsibilities under this Agreement, without the prior written consent of Authenticom. Any purported assignment or delegation in violation of this Section shall be null and void and of no force or effect. Authenticom may assign this Agreement and/or payments due hereunder without requirement for Customer permission or approval. This Agreement shall be binding on, and shall inure to the benefit of, the authorized successors and assigns of Authenticom and Customer.
     
  17. FORCE MAJEURE.  Neither party is responsible for delays due to causes or occurrences beyond its control including, but not limited to, civil disobedience, acts of God, casualty or accident, war, labor disputes, government actions, or the like.
     
  18. NOTICES.  Notices required or contemplated by this Agreement by either party shall be delivered either by (i) personal delivery, (ii) postage prepaid, return receipt requested, registered or certified mail, (iii) nationally recognized overnight courier, such as Federal Express or UPS, or (iv) facsimile with a confirmation copy sent simultaneously by postage prepaid, return receipt requested, registered or certified mail. Notice shall be effective on the date it is received.

Privacy Policy

Authenticom Services, LLC
 

Authenticom Services, LLC is committed to protecting customer’s privacy; and, it respects the privacy of their data. To that end, Authenticom Services, LLC provides the following information describing its information gathering and dissemination practices. These practices are only applicable to all ListCleanUp.com products and services accessed through the site: www.listcleanup.com. Further details concerning the use of the ListCleanUp.com website are available in the Services Agreement found within the site.

Appropriate Business use
This website, and the services available through ListCleanup.com were developed for and intended solely for use by legitimate businesses and professionals who contractually agree to the Services Agreement for appropriate use. These services are not intended for children; and, all individuals who register and use these services should be 18 years of age or older.

Information Collection and Use
When a customer opens an account at ListCleanUp.com, the following information will be required: the customer’s name, email address, phone/fax number, postal address, ZIP Code, state, and country. This data is used to manage registrations, specifically to for information concerning each order placed. In addition, the address will be used as the return address for any direct mail pieces as appropriate. A customer can change this data at any time by entering the Account Management sections of the website.

In addition, Authenticom Services, LLC will use customer’s email address, mailing address and/or phone/fax number to send Authenticom Services, LLC newsletters, product bulletins, marketing materials, and other service notifications.

Website Log Files and Cookies
As with most every web site, Authenticom Services, LLC records certain internet tracing information each time a person visits the website. IP addresses, operating systems, and browser versions are used to analyze trends, administer the site, track movement throughout the site, and gather broad demographic information. This information is reviewed at an aggregate level; and, is only utilized to determine improvements to the site.

Authenticom Services, LLC does employ cookies as part of the ListCleanUp.com website to enhance the user experience. Usage of a cookie is in no way linked to any personally identifiable information while on the website; and, allows full access to the entire website. If a user chooses to reject the use cookies, areas of the ListCleanUp.com website will not be accessible.

Account and Payment Information
Authenticom Services, LLC follows generally accepted industry standards to protect the personal information submitted through the website.

The Listcleanup.com website requires that user have contact and billing information on file to use its products and services; whether or not the service is fee-based. This account information is encrypted and is protected with SSL, 128-bit encryption while in transit from the website. Accounts may also be created by telephone by contacting ListCleanUp.com Customer Service Representatives (contact information is available on the website). Authenticom Services, LLC uses a customer’s credit card information for the sole purpose of accepting payment for their orders; this information is not shared with any third parties or partners.

All ListCleanUp.com user accounts are protected with a login and password of the user’s choice. If for any reason a user suspects that a security violation has occurred, please immediately call or send an email to Listcleanup.com Customer Service (information is on the Listcleanup.com website).

Data Security
All sensitive data transmitted to Authenticom Services, LLC via to ListCleanUp.com website is encrypted using Secured Socket Layers (SSL). Secure Socket Layers is an internet standard encryption method used to protect the confidentiality of data, data integrity, and authenticity of the sender and the receiver. Authenticom Services, LLC also recommends that data or list files be compressed (but not password protected) to add another layer of protection to the data.

As part the services offered through ListCleanUp.com, users may be uploading customer and sales prospect lists to the website for processing. Authenticom Services, LLC understands that full ownership of the data files provided by users will remain that user’s exclusive property. Authenticom Services, LLC agrees not to use any user uploaded customer and sales prospect lists for any additional purpose; unless authorized in writing by the company submitting the data. Authenticom Services, LLC also agrees not to disclose any customer’s data to any other organization or individual in any manner that would be outside of the scope of the requested services.

Authenticom Services, LLC offers, as a convenience to customers, the opportunity to store its customer and sales prospect lists, and customer transaction history in private, password-protected files on Authenticom Services, LLC servers. This allows individual customers to use this information for future marketing campaigns. The customer and sales prospect lists are fully accessible to the client for addition or deletion, for a period of time indicated in the website. After the designated time, that information will be purged from Authenticom Services, LLC servers.

Third Party Involvement
Some of the services on the Listcleanup.com site are obtained through third-party vendors. The information in customer provided listed is shared; however, none of Authenticom Services, LLC customer’s private information (for example, credit card information) is shared with third party vendors.

Consent
Authenticom Services, LLC may, in certain circumstances, disclose or release information when the company, in good faith, believes that it is necessary to (i) comply with the law, (ii) enforce or apply the terms of any of the website’s Services Agreements, or (iii) protect the rights, property or safety of Authenticom Services, LLC, its customers, or others. By using the ListCleanUp.com website, products and services, the user consents to the collection and use of information by us as described in this Privacy Policy.

Links
This web site contains links to other sites. Please be aware that Authenticom Services, LLC is not responsible for the privacy practices of such other sites. Authenticom Services, LLC encourage users to be aware when they leave the ListCleanUp.com site and to read the privacy statements of each and every web site that collects personally identifiable information.

Notification of Changes
Authenticom Services, LLC reserves the right to change this privacy policy at any time; and encourages all site users to revisit this site often for the latest information on its’ privacy practices.

Contact Information
To contact Authenticom Services, LLC about this privacy policy, please send all requests in writing at the address below:

Authenticom Services, LLC
400 Main Street, 3rd Floor
La Crosse, WI 54601
Toll-Free: (855) 631-5050


Revised: 2/26/2012