YDEAL, INC.
Revised 12-20-2016


The following terms are subject to change without notice. It is advised that clients review this page on a regular basis.

General Terms and Conditions for Use Data and Services

These general terms and conditions are part of the contract to which they are attached (the Agreement”) and apply to your use of any marketing or email data or postal data or services provided by YDEAL, Inc., which data or services are referred to collectively as the “Data”.

1. Ownership

(a) The term “YDEAL, Inc. Property” means all programs, files, systems, documentation, information, content, graphics, page layouts, site designs, user interfaces utilized or provided by YDEAL, Inc., work product produced by YDEAL, Inc., and derivate works of any of the foregoing, including, without limitation, the website or websites made available to you by YDEAL, Inc., any HTML programming performed as part of providing you with Data and any other special programs, functionalities, interfaces and other work product, ideas, concepts or techniques which YDEAL, Inc. may develop, use or rely upon in providing the Data to you.

(b) All YDEAL, Inc. Property shall be and will remain the property of YDEAL, Inc.

(c) As between you and YDEAL, Inc., YDEAL, Inc. shall be the sole and exclusive owner of all patents, copyrights, trademarks, trade secrets and other intellectual property rights in and to the YDEAL, Inc. Property and the Data.

2. Limited License

Upon your execution of the Agreement and the payment of all amounts due to YDEAL, Inc., you are granted a personal, nontransferable and nonexclusive license to use the Data solely for your direct marketing, market research and customer prospecting purposes, in strict accordance with the terms of the Agreement. Upon expiration or termination of the Agreement, you shall discontinue use of the Data and, as requested by YDEAL, Inc., either (a) return the Data to YDEAL, Inc. without retaining any copies thereof or any notes or other information thereon or (b) provide a certificate, executed by you, in form and substance satisfactory to YDEAL, Inc., that the Data has been destroyed in such a manner to render the Data permanently unreadable and unrecoverable.

3. Limitations on Use

(a) Unless specifically authorized in advance and in writing by YDEAL, Inc., you will not share, sell, transfer or otherwise make the Data available to any third person or entity and you will use your best efforts to prevent the misuse or unauthorized use of the Data by any third person or entity.

(b) You will not name or refer to YDEAL, Inc. or your use of the Data in any of your advertisements or promotional or marketing materials. You will not use any trademark, service mark or trade name of YDEAL, Inc. or any of YDEAL’s affiliated companies or publish any press releases regarding this Agreement or any order. You shall not disclose the negotiated pricing or terms of this Agreement, or any order, to any third party.

(c) You will not use the Data for consumer credit purposes, underwriting consumer insurance, employment purposes, tenant screening purposes, for any other purpose covered by the federal Fair Credit Reporting Act or for any unfair or deceptive purposed or for any other purpose not expressly authorized by the Agreement.

4. Your Responsibilities - Use of Data - Review and Audit by YDEAL, Inc.

(a) Your use of the Data will comply with all applicable federal, state, local and foreign laws, statues, rules and regulations (“Laws”), including Laws regarding telemarketing, email and online marketing, customer solicitation and all applicable guidelines of the Direct Marketing Association (“DMA”). If you are not a member of the DMA, you will use your best efforts to comply with the DMA’s guidelines.

(b) Your use of any email Data will comply with all applicable Laws, including the CAN-SPAM Act, COPPA, and any State Registry laws.

(c) YDEAL, Inc. reserves the right to review your use of the Data to ensure compliance with this Agreement, but any failure of YDEAL, Inc. to review such use will not constitute acceptance of such use or waive any of YDEAL, Inc.’s rights hereunder or limit any of your obligations with respect to the Data. At any time upon at least three (3) days’ notice, YDEAL, Inc. may audit your records to determine whether you are in compliance with this Agreement and you will make available to YDEAL, Inc. or its representatives all records necessary for the conduct of such an audit.

5. Disclaimer of Warranties - Limited Warranty

Though YDEAL, Inc. uses extensive procedures to keep its database current and to promote data accuracy, Customer acknowledges that the Information may contain a degree of error.

THE DATA IS PROVIDED ON A STRICTLY “AS IS” BASIS. YDEAL, INC. DOES NOT ASSURE OR WARRANT THE CORRECTNESS, COMPREHENSIVENESS OR COMPLETENESS OF THE DATA AND, EXCEPT AS PROVIDED IN THE NEXT SENTENCE, YDEAL, INC. DISCLAIMS ANY AND ALL WARRANTIES OF ANY NATURE, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YDEAL, INC. DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE AND DISCLAIMS ANY WARRANTY OR REPRESENTATION REGARDING AVAILABILITY OF A SERVICE, SERVICE LEVELS OR PERFORMANCE. YDEAL, INC. WILL NOT BE LIABLE FOR ANY LOSS OR INJURY ARISING OUT OF, IN WHOLE OR IN PART, YDEAL, INC.'S CONDUCT IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING OR DELIVERING SERVICES OR INFORMATION.

6. Limitation of Liability

As provided in the last Section 5, YDEAL, Inc. will not be liable for any claim, demand, loss, liability, damage, injuries, cost or expense (including reasonable attorneys’ fees and legal costs), whether general, direct, special, incidental, consequential or other damage caused in whole or in part or directly or indirectly by any use of the Data or any alleged or actual failure by YDEAL, Inc. to comply with the terms of the Agreement, whether or not any such damages were foreseeable or whether YDEAL, Inc. was advised of the possibility of such damages.

EXCEPT FOR CLAIMS ARISING OUT OF VIOLATIONS OF SECTION 2 OR 3 OR 4, AGGREGATE LIABILITY WITH RESPECT TO A PARTICULAR ORDER, FOR CUSTOMER, WILL NOT EXCEED THE AGGREGATE AMOUNT PAYABLE BY CUSTOMER TO YDEAL, INC. PURSUANT TO SUCH ORDER, OR, FOR YDEAL, INC., THE AGGREGATE AMOUNT PAID TO YDEAL, INC. BY CUSTOMER PURSUANT TO SUCH ORDER.

YDEAL, INC. SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES

7. Your Indemnification of YDEAL, Inc.

You shall indemnify, defend and hold harmless YDEAL, Inc., its stockholders, directors, officers, employees, independent contractors and agents against any claim, demand, loss, liability, damage, injury cost or expense (including attorneys’ fees and legal costs) which arises, directly or indirectly, out of your act or omission with respect to the Data or any violation of the Agreement or any violation of Laws.

8. Interruption of Service

You acknowledge that, given the technical nature of resources YDEAL, Inc. requires to provide the Data to you, temporary interruptions may occur in the provision of Data and that any such interruptions shall not result in YDEAL, Inc. having any liability to you or others and shall not suspend or eliminate your payment obligations to YDEAL, Inc. or provide you with any refund rights for amounts previously paid to YDEAL, Inc.

9. No Assignment by You

You may not assign your rights or obligations under the Agreement to any other person or entity without the prior written consent of YDEAL, Inc., whether by operation of law or otherwise, and any attempt to do so shall be void.

10. Additional Remedy of Termination

In addition to all other legal rights and remedies available to YDEAL, Inc. for any apparent, threatened or actual breach or violation of the Agreement by you, YDEAL, Inc. has the right to terminate the Agreement and demand immediate return or destruction of the Data at any time if YDEAL, Inc. believes you are not complying in full with the Agreement.

11. Governing Law - Jurisdiction

The Agreement shall be governed by and construed under the laws of the State of Florida, without regard for the principles of conflicts of law of that State or any other state. Any litigation or other dispute relating to or arising under the Agreement shall only be brought in the state or federal courts located in Orange County, Florida and you agree to submit to the exclusive jurisdiction of those courts and waive any objections to the venue of any such proceeding in those courts.

12. Payment for Non-Invoiced Products

(a) Payment: You agree to pay YDEAL, Inc. a fee in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. Fees charged are nonrefundable. In the case of subscription products, the subscription term shall be effective for the agreed upon period, after which the subscription term shall automatically renew for the specified renewal period (if any) at the then current subscription price.

(b) Recurring Billing: Your acceptance of these terms constitutes your authorization to YDEAL, Inc. to automatically charge the credit/debit card provided by you, and in the case of subscription products, to continue charging the credit/debit card at the agreed-upon intervals during the term of the subscription. You agree to provide YDEAL, Inc. with complete and accurate billing and contact information and to update that information with thirty (30) days of any change to the billing information. Failure of the recurring payment process does not absolve your payment obligations.

(c) Interest Charges: There will be interest charges on any amounts which you fail to pay when due at the rate of 1.5% a month, or such lower rate as may be equal to the maximum rate allowed by applicable law, on the unpaid amount.

13. Entire Agreement - Amendment or Waiver

The Agreement contains the entire understanding between you and YDEAL, Inc. and supersedes any prior understandings or agreements, oral or written, relating to the subject matter of the Agreement. The Agreement may only be amended by a document signed by you and YDEAL, Inc. No waiver of any breach of the Agreement shall be deemed a waiver of a future breach, whether of a similar or different nature, and no waiver shall be effective unless in writing signed by the waiving party.

14. Execution - Counterparts

The Agreement may be executed in its original, by facsimile or in electronically transmitted portable document format and it may be executed in any number of counterparts, each of which shall be deemed an original of the same document.

All agreements are contingent upon strikes, accidents, weather, acts of God, or delays beyond our control.

All correspondences can be emailed to:info@ydealinc.com.

YDEAL, Inc. business hours are: 9:00 am - 5:00 pm EST Monday to Friday (Hours are subject to change and closing days by holidays)