SMB Terms and Conditions

Experian Online Terms & Conditions

By clicking on the "I Agree to the Terms & Conditions" checkbox during the checkout process, you hereby agree that you and the business on behalf of which you are purchasing services or licensing data (collectively “You” or “Your”) from Experian Marketing Solutions, LLC (“Experian”) through the Experian.com website located at http://www.experian.com/small-business/services.jsp and all related, linked or successor web pages (the “Sites”) have entered into an agreement with Experian pursuant to these terms and conditions (“Terms”) and that Experian shall be entitled to enforce Your compliance with these Terms. 

1.   Definitions.  The following capitalized terms shall have the meaning ascribed thereto in these Terms:

“Append Services” means Experian appending Experian Data to Your prospect, consumer, or business data file pursuant to an Order.

“Claim” means any third party claim, damage, loss, liability, cost or expense, including reasonable attorney fees.

“Confidential Information” means all information, materials and Experian Data that Experian discloses to You in the performance of the Services and these Terms.

“Experian Data” means any information or data provided by Experian to You pursuant to any of the Services including, but not limited to, any data contained on Lists and any unique identifiers or segmentation codes.

“Experian Property” means the Sites, the Experian Data, Reports, and any technologies, templates, methods, processes, know-how, techniques and any other Intellectual Property Rights used, originated or developed in connection with the Services or an Order.

“Fees” means the fees You pay to Experian for Services.

“Indemnify” means to indemnify, defend and hold harmless a party and its officers, directors, and employees from and against any and all third party claims, damages, losses, liabilities, costs and expenses (including reasonable attorney’s fees).

“Intellectual Property Rights” means any and all copyrights, patents, trademarks, trade secrets, and any other intellectual property rights recognized under applicable law associated with or relating to Experian’s proprietary data, software, materials, technologies, processes, and methodologies, and any extensions, modifications and enhancements thereto, and derivative works thereof.

“License Term” means the duration of Your permitted use of Experian Data which shall be deemed to be for one year unless otherwise specified in the Order, or if not specified in the Order, then the License Term shall be deemed to mean: 

  i.          for List Services: one (1) year commencing upon Experian’s delivery of the Experian Data to You; the number of times the Experian Data may be used during this term shall be specified in the Order.

 ii.          for Append Services: one (1) year commencing upon Experian’s delivery of the Experian Data to You;

iii.          for List Processing Services: the duration of Your relationship with the applicable consumer or entity;

iv.          for Matching Services: one (1) year commencing upon Experian’s delivery of the matched output to You;

 v.          for Report Services: one (1) year commencing upon Experian’s delivery of the Experian Report to You;

vi.          for Reverse Append Services: name and address in perpetuity commencing upon Experian’s delivery of the Experian Data to You.

“List” means Experian Data that Experian compiles based upon Your designated selection criteria.

“List Processing Services” means Experian processing Your Data to incorporate certain Experian Data or delete certain data records from Your customer file pursuant to an Order, and may include data hygiene, postal, and national change of address services. 

“List Services” means Experian licensing a List to You pursuant and subject to an Order.

“Matching Services” means Experian comparing or matching Your Data consisting of Your customer file for Experian to perform anonymous blind matching of Your Data with Experian Data and incorporate corrected or supplemental address and/or name data file pursuant to an Order.

“Order” means Your order for Services at the Site pursuant to these Terms.

“Report” means Experian compilation or tabulation of information or data that Experian delivers to You in a printed or electronic file format.

“Report Services” means Experian provision of a Report based upon Your designated selection criteria pursuant to an Order.

"Reverse Append Services" means Experian appending name and address from an input email, phone or person name/ZIP Code (address capture) from Experian Data to your consumer, or business data files pursuant to an Order.

“Services” means the Append Services, Reverse Append Services, List Services, List Processing Services, Matching Services, and Report Services that Experian provides to You pursuant and subject to an Order and these Terms.

"Security Breach" means any actual, potential or threatened unauthorized access to or use of any Experian Data.

“Your Data” means any prospect, consumer or business data that You supply to Experian pursuant to the Services.

2.   Services and Fees

2.1.  Services.  Experian shall provide You with the Services for which You submit an Order at the Sites in accordance with these Terms and the descriptions set forth at the Sites applicable to such Services.  

2.2.  Fees.  You shall pay the Fees specified in the Order for the Services in accordance with the payment terms and methods set forth at the Sites.

2.3.  Pre-Paid Bundle Fees.  Pre-paid bundle (“Bundle”) balances may only be used for Experian’s online products. The Bundle balance must be used within one year from the purchase date.  Purchases shall be deducted from the Bundle balance throughout the year period. Additional Bundle balances may be added to Your account at any time during the year. Each additional Bundle balance shall have its own one year period for use from its purchase date.  The Bundle balance may not be resold, transferred or applied to any other account. Any unused Bundle balances at the end of the one year period shall be forfeited to Experian.

3.   Data Use and Restrictions

3.1.  Experian Data License.  Experian hereby grants to You a limited, nonexclusive, and nontransferable license to use the Experian Data during the License Term in the United States for Your internal business use in strict accordance with these Terms. You shall destroy the Experian Data within ten (10) days following the expiration or termination of the License Term. In the event that You fail to comply with the foregoing, Experian may charge You additional Fees for Your continued use of the Experian Data at Experian’s standard rates, in addition to exercising any other remedies Experian may have at law or in equity. Notwithstanding the above, You may use the Experian Data returned in the Reverse Append Services in perpetuity, and such Experian Data shall remain subject to these Terms in perpetuity.

3.2.  Experian Data Terms.  The following terms and conditions apply to all of Your uses of any of the Experian Data in connection with any of the Services: 

(a) You shall not: (i) resell, license, or otherwise provide or disclose Experian Data to any third party; (ii) copy or otherwise reproduce any Experian Data, except as necessary for backup or security purposes; (iii) attempt to discover or reverse engineer any confidential and proprietary criteria developed or used by Experian in the compilation of the Experian Data or the performance of the Services; (iv) merge or incorporate the Experian Data with any third party file without Experian’s prior written consent; (v) use Experian Data to enhance any third party file or list, or develop, publish or maintain any list, enhancement, directory, or other similar product; (vi) use Experian Data in any marketing communication that refers to selection criteria or presumed knowledge about the recipient; or (vii) use or monetize the Experian Data or segments created from the Experian Data in any digital targeted campaigns, including but not limited to online display or video, digital TV, search or mobile campaigns or digital media measurement or modeling services, for Your or any third party’s benefit, without the express written consent of Experian.

(b) You shall use all Experian Data in strict accordance with: (i) all applicable federal, state and local laws, regulations, rules, and judicial and administrative decisions; (ii) relevant industry guidelines; and (iii) Your own privacy policies.

(c) You acknowledge that Experian Data has not been collected for credit purposes and is not intended to be indicative of any consumer’s credit worthiness, credit standing, credit capacity, or other characteristics listed in Section 603(d) of the Fair Credit Reporting Act (“FCRA”), 15 USC Section 1681a. You shall not use any Experian Data as a factor in establishing any consumer’s eligibility for (i) credit or insurance used primarily for personal, family or household purposes, (ii) employment purposes, or (iii) other purposes authorized under Section 604 of the FCRA, 15 USC Section 1681b or any similar statute.

(d) You will maintain reasonable security procedures and practices appropriate to the nature of the information to protect the Experian Data from unauthorized access, destruction, use, modification or disclosure. You shall provide Experian immediate written notice upon discovery or notification of any Security Breach and immediately, and at Your own expense, investigate and take all steps to identify, prevent and mitigate the effects of any Security Breach. You shall promptly provide to Experian a detailed description of the incident, the Experian Data accessed, the identity of affected consumers, and such other information as Experian may request concerning the Security Breach and conduct any recovery necessary to remediate the impact and bear any cost or loss Experian may incur as a result of a Security Breach, including any cost associated with Experian notifying any affected consumers.

(e) Upon reasonable notice to You, Experian may withdraw or decline to provide to You any Experian Data or Services to comply with any requirements imposed by any applicable federal, state, or local law, rule or regulation, judicial or administrative decision, or industry self-regulatory guideline or in the event Your use of the Experian Data or Services is the subject of a substantial, adverse and documented consumer reaction related to consumer privacy issues.

3.3.  List Use and Restrictions.  The following terms and conditions shall apply to Your use of the List Services: (a) You shall use Experian Data solely for a single use for one of the following purposes: (i) direct mail; (ii) conducting telephone solicitations; or (iii) conducting telephone or direct mail surveys. In addition, You may utilize a List for Your internal marketing analysis; and (b) upon Experian request, You shall provide to Experian a copy of all components of any direct marketing offer using Experian Data for Experian review and approval. Experian may suspend or terminate the List Services in the event You fail to comply with these Terms or any such solicitation fails to comply in any respect with this Section.

3.4.  Retained Rights.  Experian shall own and retain exclusively all Intellectual Property Rights in and to the Experian Property used or developed in the performance of the Services, and any enhancements, modifications, updates, improvements thereto, or derivative works thereof, but expressly excluding any of Your Data.

3.5.  Your Data.  You hereby grant to Experian a license to use Your Data solely in the performance of the Services and these Terms.  Experian shall use Your Data solely to perform the Services pursuant to these Terms and for no other purpose.  Experian shall not disclose Your Data to any third party, except as directed by You or as necessary for Experian to provide the Services.  Experian shall destroy or return Your Data promptly following completion of the applicable Services.  You shall use reasonable efforts to assure that the Your Data does not: (a) incorporate or include any consumer data obtained from consumer(s) domiciled outside the United States; or (b) contain names of individuals under the age of eighteen (18) years. You shall comply with the additional terms and additions contained in the Data Privacy Addendum attached as Exhibit A to these Terms.

4.   Warranty

4.1.  General Warranty.   Experian warrants to You that: (i) Experian shall use commercially reasonable efforts to provide the Services in a timely manner and in accordance with descriptions set forth in Your Order; and (ii) the Experian Data will be as complete, accurate, and current as such data can be in view of Experian’s customary method of compilation or acquisition of such data and the nature and accuracy of Experian’s sources for such data.

4.2.  Your Warranties.   You warrant to Experian that (i) You have the full right power and authority to enter into these Terms and to provide Your Data to Experian for the Services; and (ii) the Your Data was collected in compliance with all applicable federal, state and local laws, rules, regulations and applicable privacy policies.

4.3.  Warranty Disclaimer.  Because the Services may involve conveying information provided to Experian by other sources, Experian cannot and will not, for the fee charged for the Services, be an insurer or guarantor of the accuracy or reliability of the Services or the data contained in its various databases. THE WARRANTIES SET FORTH IN SECTION 4.1 (GENERAL WARRANTY) ARE THE ONLY WARRANTIES EXPERIAN HAS GIVEN YOU WITH RESPECT TO THE SERVICES OR THE EXPERIAN DATA. EXPERIAN MAKES NO REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, ANY EXPERIAN DATA, OR ANY OTHER MATERIALS (TANGIBLE OR INTANGIBLE) SUPPLIED BY EXPERIAN HEREUNDER, AND EXPERIAN HEREBY EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT THERETO, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES AS TO THE ACCURACY, COMPLETENESS OR CURRENTNESS OF ANY DATA OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

5.   Confidentiality

5.1.  Restriction.   You and Experian may disclose to each other Confidential Information in connection with the Services.  A party receiving Confidential Information pursuant to these Terms (“Recipient”) shall treat all Confidential Information provided by the disclosing party (“Discloser”) as proprietary and confidential to the Discloser and shall not disclose or permit disclosure of such Confidential Information to any third party, provided that the Recipient may disclose Confidential Information to its employees, officers, or directors, or legal or financial representatives on a need-to-know basis for performance of its obligations pursuant to these Terms. The Recipient shall safeguard all Confidential Information of the Discloser with at least the same degree of care (and in no event less than reasonable care) as the Recipient uses to protect its own Confidential Information of like kind. 

5.2.  Exclusions.  The following shall not be deemed Confidential Information and a Recipient shall have no obligation regarding any information that is:  (i) in or enters the public domain by no fault or wrongful act of the Recipient;  (ii) known by the Recipient prior to disclosure by the Discloser; (iii) disclosed to the Recipient by a third party who was not under a similar restriction or obligation of confidentiality to the Discloser and without breach of this Agreement;  (iv) independently developed by the Recipient without any breach of these Terms, as shown by documentary evidence; (v) approved for release by written authorization of the Discloser; or (vi) disclosed pursuant to the lawful requirement or order of a court or any regulatory body or governmental agency, provided that the Recipient gives prompt notice thereof to the Discloser (unless such request is not possible under the circumstances) so that the Discloser may have the opportunity to contest such disclosure and seek a protective order or other appropriate remedy.

5.3.  Remedies.  The Parties acknowledge and agree that, given the unique and proprietary nature of the Confidential Information, monetary damages may not be calculable or a sufficient remedy for a breach of this Section 5 (Confidentiality), and that a Discloser may suffer irreparable injury as a consequence of such breach.  Accordingly, in the event of an actual or threatened breach of this Section 5 (Confidentiality), a Discloser shall be entitled to seek equitable relief (including, but not limited to, injunction and specific performance) to remedy such breach or threatened breach.  Such remedies shall not be deemed to be exclusive remedies, but shall be in addition to any other remedies available to a Discloser at law or in equity.

6.   Indemnification.

6.1.  Experian.  Experian shall indemnify, defend and hold harmless You and Your officers, directors, and employees from and against any and all Claims to the extent arising as a result of any (i) direct infringement of any United States patent, copyright, trade secret, or other intellectual property right in connection with the Services or the Experian Data; and (ii) Experian violation of any applicable federal,  state or local law, regulation, rule, or judicial or administrative decision or order in Experian’s performance of the Services or provision of the Experian Data to You in accordance with these Terms.

6.2.  You.  You shall indemnify, defend and hold harmless Experian and its officers, directors, and employees from and against any and all Claims to the extent arising as a result of any (i) breach of these Terms; (ii) Security Breach; and (iii) violation of any applicable federal, state or local law, regulation, rule, or judicial or administrative decision or order or any applicable privacy policy in the collection of Your Data or Your provision of Your Data to Experian or in Your use of the Experian Data or the Services;(iv) infringement of any United States patent, copyright, or trade secret, or any other third party rights in connection with Your provision to Experian or Experian use of Your Data in accordance with these Terms.

6.3.  Procedures.  A Party seeking indemnification for a Claim pursuant to these Terms (“Indemnified Party”) shall provide written notice detailing the circumstances of the Claim to the Party responsible for indemnifying against the Claim (“Indemnifying Party”) promptly following the discovery of such Claim by the Indemnified Party. Failure to timely provide such notice shall not diminish the Indemnifying Party’s indemnification obligation except to the extent the Indemnifying Party’s ability to defend such Claim is materially prejudiced by such failure or delay. The Indemnified Party shall provide the Indemnifying Party with such information and cooperation as the Indemnifying Party may reasonably request.

7.   Limitation of Liability.  You acknowledge that Experian maintains several databases compiled from multiple sources updated on a periodic basis, and that Experian does not undertake a separate investigation for each inquiry or request for Services or Experian Data made by You. You also acknowledge that the Fees are based upon Experian’s expectation that the risk of any loss or injury that may be incurred by use of the Services and Experian Data will be borne by You and not Experian. If You reasonably determine that the Services or the Experian Data do not meet Experian’s obligations pursuant to these Terms, You shall so notify Experian in writing within ten days following their receipt. Your failure to so notify Experian shall mean that You accept the Services and Experian Data. If You so notify Experian within ten days after receipt of the Services, then, unless Experian reasonably disputes Your claim, Experian shall, at its option, either reperform the applicable Services or issue You a refund for the amount You paid to Experian for the nonconforming Services or Experian Data. THE SITES, EXPERIAN DATA AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE’ AND EXPERIAN WILL NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES BASED ON ANY ERRORS OR OMISSIONS WITH RESPECT THERETO. EXPERIAN’S REPERFORMANCE OF THE SERVICES OR THE REFUND OF ANY FEES SHALL CONSTITUTE YOUR SOLE REMEDY AND EXPERIAN’S MAXIMUM LIABILITY UNDER THESE TERMS. IF NOTWITHSTANDING THE ABOVE, LIABILITY IS IMPOSED ON EXPERIAN, THEN YOU AGREE THAT EXPERIAN’S TOTAL LIABILITY FOR ANY OR ALL OF YOUR LOSSES OR INJURIES FROM EXPERIAN’S ACTS OR OMISSIONS UNDER THESE TERMS, REGARDLESS OF THE NATURE OF THE LEGAL OR EQUITABLE RIGHT CLAIMED TO HAVE BEEN VIOLATED, SHALL NOT EXCEED THE FEES PAID BY YOU HEREUNDER FOR THE SERVICES THAT ARE THE SUBJECT OF THE ALLEGED BREACH. YOU COVENANT THAT YOU WILL NOT SUE EXPERIAN FOR ANY AMOUNT GREATER THAN AS SET FORTH IN THIS SECTION.

NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, IN NO EVENT SHALL EXPERIAN BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES TO BUSINESS REPUTATION, LOST BUSINESS, OR LOST PROFITS), WHETHER FORESEEABLE OR NOT AND HOWEVER CAUSED, EVEN IF EXPERIAN IS ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES MIGHT ARISE.

8.   Miscellaneous.

8.1.  Termination.  Experian may terminate Your use of the Services and any Experian Data upon five (5) days written notice to You at the address You provide in Your Order and registration, in the event You commit a breach of any material term or condition of these Terms or the Order.

8.2.  Governing Law.  These Terms shall be deemed to have been performed in and shall be governed by the internal laws of the State of Illinois without regards to its conflicts of law principles. The Parties agree that the venue for adjudication of any dispute under these Terms shall be in the federal or state courts in Cook County, Illinois.

8.3.  Assignment.  These Terms may not be assigned or transferred by You in whole or in part without Experian’s prior written consent.

8.4.  Waiver.  Experian may waive compliance by You with any covenants or conditions contained in these Terms only by written instrument signed by an authorized representative of Experian. No such waiver, however, shall be deemed to waive any other circumstance or any other covenant or condition not expressly named in the written waiver.

8.5.  Records and Audit.  You shall maintain complete, detailed, and accurate records (in accordance with standard accounting practices) of Your use of the Services and the Experian Data for one (1) year after the License Term. Experian may once per annum, upon reasonable notice to You and during regular business hours, inspect, audit, and/or copy any records that directly relate to the foregoing.

8.6.  Severability.  In the event any one or more of the provisions of these Terms shall for any reason be held to be invalid, void, illegal, or unenforceable by any court, arbitrator, or governmental agency, the remaining provisions of these Terms shall remain in full force and effect, and the invalid, void, illegal, or unenforceable provision(s) shall survive to the extent not so held. To the extent reasonably possible and practicable, the invalid, void, illegal, or unenforceable provision(s) shall be replaced by a mutually acceptable valid, legal, and enforceable provision(s) which best reflects the Parties' intentions underlying the replaced invalid, void, illegal, or unenforceable provision(s).

8.7.  Survival.  Sections 2.2, 3.4, 5, 6, 7, and 8 shall survive any termination or expiration of these Terms or the applicable License Term and shall continue in full force and effect.

8.8.  Complete Agreement.  These Terms, as supplemented by the Order, sets forth the complete understanding of Experian and You with respect to the subject matter hereof and supersedes all prior agreements, communications or representations, whether oral or written, made by any representative of either party relating hereto.

 

Exhibit A

DATA PRIVACY ADDENDUM

This Data Privacy Addendum (“Addendum) is made a part of, subject to, and incorporated into the Terms. In the event of any conflict or inconsistency between the provisions of this Addendum and any provision of the Terms, the provisions of this Addendum shall prevail to the extent of such conflict.

1. Definitions. The following capitalized terms shall have the meaning set forth in this Section. Any capitalized term not defined in this Addendum shall have the meeting set forth in the Terms.

“Business” has the meaning set forth in the CCPA.

“CCPA” means the California Consumer Privacy Act of 2018 and its regulations, as amended.

“Personal Information” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household. “Personal Information” may exclude public record information or information that is deidentified, aggregated, or otherwise exempt as provided in the CCPA.

“Sell” has the meaning set forth in the CCPA.

“Service Provider” has the meaning set forth in the CCPA.

2. Designation. From time to time pursuant to the Terms, You may provide Experian with Your Data that includes Personal Information for Experian to perform Services for You. In such instances, Experian shall be deemed to act as Your Service Provider when processing Your Personal Information.

3. Use of Personal Information. Experian will use, retain, and process Your Personal Information solely to perform the Services for You in accordance with the Terms and as required by the CCPA and any other Applicable Law. Experian shall not Sell, distribute, or disclose Your Personal Information to any third party other than as part of the Services, to Your designee in accordance with Your written direction, or as may be required by applicable law.

4. Deletion. Experian shall implement and maintain reasonable processes and procedures to support and fulfill consumer requests to You to delete Your Personal Information pursuant to CCPA. Experian shall delete from all production files those consumer records identified by You as requiring deletion under CCPA within a June 30 reasonable period following receipt of Your request in a manner designed to allow You to meet applicable deadlines. Experian shall confirm such record deletion with You.

5. Consumer Requests. In the event Experian receives a consumer question or request directed to You, relating to Your Personal Information, or a consumer exercise of statutory rights with respect to Your Personal Information, Experian shall forward such request to You for disposition within five (5) business days following Experian’s receipt of such question or request.

6. Reasonable Assistance. Experian shall provide You with such additional reasonable assistance as You may request in support of Your compliance with the CCPA or similar Applicable Laws.

7. Compliance. Neither Party has any basis to believe that Service Provider will be unable to comply with the provisions of this Addendum.

8. Subcontractors. Experian shall require any Experian subcontractor to which Experian transmits Your Personal Information for processing on Experian’s behalf to be bound to materially similar restrictions and requirements as set forth in this Addendum.

9. Security. In addition to any express information security terms set forth in the Terms, Experian shall implement and maintain reasonable security procedures and practices appropriate to the nature of the information and designed to protect the confidentiality, availability, and integrity of Your Personal Information.

10. Change in Privacy Laws. In the event any state or federal law, rule, or regulation results in material changes to the Parties’ consumer data privacy obligations in the performance of the Services or the Terms, the Parties will work together in good faith to amend this Addendum to satisfy any resulting requirements.