Terms

This List Rental Agreement ("Agreement") is entered into on the day the Membership Application is received ("Effective Date") by and between Data Solutions Australia Pty Limited ABN 40 098 401 186 ("DSA") of Suite 6, 11 Rangers Road., Neutral Bay NSW 2089 and the Membership Applicant ("Agent").

The term ("Term") of this Agreement shall begin on the Effective Date and shall continue for a period one (1) year. The terms and conditions set forth in this Agreement shall govern the use of names, addresses, phone numbers and other data supplied by DSA as requested by Agent and described in an Order Form (the "List(s)"). By its signature, the Agent certifies that it has authority to bind its clients, who are the ultimate List users (the "List Renter"), to the terms set forth herein and to act on List Renter's behalf in renting the List for the benefit of List Renter. In the event that the Agent acts beyond its scope of authority by signing this Agreement on behalf of the List Renter, then Agent shall guaranty List Renter's performance and shall be responsible for any breach of this Agreement by the List Renter.

• Grants a non-transferable, non-exclusive licence, without the right to sublicense, to the List Renter to use the Lists in Australia during the Term, on the terms and conditions set out in this Agreement. List Renter acknowledges that the List(s) shall at all times remain the proprietary or copyrighted property of DSA and the data owners who provided data contained within the Lists to DSA, and that List Renter has no proprietary rights in the List(s). Except for the Agent providing the Lists to List Renter hereunder, the List(s) or any part thereof shall not be copied, disseminated, sublet, resold, or republished in any manner whatsoever. Furthermore, the List(s) shall not be used in the development of any service or product provided to third parties, including without limitation any file, direct marketing list, model, analysis, code, report or application which uses or is derived from the Lists.
• The List(s) provided hereunder shall be used by List Renter for the number of times as specified in one or more order forms ("Order Form") which shall be incorporated in and is subject to this Agreement, during a period of time not to exceed one (1) year from the date of execution of the respective Order Form. The List(s) is for the List Renter's own internal marketing programs and for no other purpose. Phone follow up within 60 days of mail drop is not considered second use. For telemarketing applications, one-time use is defined as usage within 60 days of delivery. Unless the List(s) has been updated by DSA, List Renter must use the List(s) within three (3) months of the date that the List(s) was supplied to List Renter or Agent by DSA.
• List Renter shall not use, manipulate or modify the Lists to create or facilitate the creation or use of a Reverse Telephone Directory; extract the data within the Lists; use the Lists or data therein in any application involving the Internet or as part of a CD-ROM; copy or duplicate the Lists other than for merge/purge processing and in such event, List Renter shall destroy all copies immediately on completion of the processing; remove any product identification, copyright or proprietary notice from the Lists; use the data within the Lists to assist in verifying an individual's identity, establish an individual's creditworthiness, or eligibility for insurance or employment; and use the Lists to advertise products or services that relate to sex, pornographic materials, illegal drugs, weapons or illegal or illicit activities.
• All List(s) are seeded to detect any unauthorized use or duplication thereof, and List Renter agrees not to remove seeds from its mailing list(s). If DSA discovers unauthorized use or duplication by List Renter, DSA shall, among other things, invoice List Renter for the full multiple use charge and be entitled to liquidated damages of triple the amount charged under this Agreement.
• All marketing communications used in connection with any marketing list created by or for List Renter derived solely from the List(s) shall (i) not include a reference as to how the recipient was selected or how the recipient's name and address were obtained; (ii) prominently display a notice that the recipient may elect not to receive further direct marketing communications from List Renter (iii) set out List Renter's business address and telephone number or a number or address at which List Renter can be contacted electronically if such opt-out communication is made by electronic means; and (iv) be in good taste in accordance with generally recognized standards of high integrity. DSA will use the Australian Direct Marketing Association's ("ADMA") Do Not Mail/Do Not Call and Email Preference registry and services to suppress files. However, DSA does not guarantee that the ADMA registry or services are up-to-date or complete or that consents have been obtained for the use and disclosure of the information from all individuals to whom the data in the Lists relate. List Renter must not use, publish or permit the use or publication of any telephone number or address which is tagged or which it knows or ought reasonably to know is a silent address or telephone number.
• List Renter will respond to all consumer inquiries that it receives arising out of the use of the Lists. List Renter will not refer to DSA in any response unless it has confirmed that DSA supplied the Data giving rise to the query. Any reference that List Renter makes to DSA will be in accordance with DSA' instructions to List Renter or Agent. List Renter will suppress an individual's information on request by that individual so that it is removed from future marketing initiatives by List Renter. List Renter or Agent will notify DSA of the request and any other consumer inquiry that involves the accuracy of the Lists or any part thereof.
• The List(s) shall be examined upon the delivery thereof and List Renter shall notify DSA in writing within 30 days of delivery of any questions or problems. No information shall be accepted after 30 days.
• Cancellations or changed orders prior to full processing will be evidenced by a new Order Form executed by the parties and may change the delivery date and may be subject to work-in-process charges. Orders cancelled after processing but before the order is shipped will be subject to processing charges equal to the greater of $1,250 plus GST or 25% of the fees stated in the applicable Order Form. CANCELLATIONS WILL NOT BE ACCEPTED AFTER SHIP DATE. Changes in specifications, schedules or materials are subject to additional charges as determined by DSA and will be added to the invoice.
• In addition to the restrictions set forth herein, List Renter shall not modify, adapt, translate, reverse engineer, de-compile, disassemble, or otherwise attempt to discover the technology or methodologies underlying the data in the Lists, nor shall List Renter instruct or allow anyone else to undertake such prohibited actions.
• Agent agrees to pay the fees as set forth on an Order Form. List Renter agrees that the fees are based upon estimated record counts, and invoiced charges are computed on the actual number of records. Prices will be adjusted and invoiced pursuant thereto. In addition to the fees set forth on an Order Form, Agent must pay DSA any GST payable for any supply by DSA under or in connection with this Agreement, without deduction or set-off. Agent will make that payment as and when the cost, or other consideration or part of it, must be paid or provided. Words defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meaning in this clause. ANY AMOUNTS DUE AND NOT PAID WITHIN THIRTY (30) DAYS OF THE DUE DATE WILL ACCRUE INTEREST at the rate of two percent (2%) per annum above the "Reference Rate" from time to time of the Australian and Australia Banking Group Limited from the due date of payment until the date of payment. Interest will be cumulative, accruing on a daily basis. Agent agrees to pay all fees owed to DSA regardless of whether Agent has received any payments owed to Agent by any third party.
• List Renter is responsible for all materials intended for mailing to names/addresses on the List(s) provided by DSA, and further agrees to (i) keep copies of mail materials for a period of no less than six (6) months after any mail date and (ii) provide one (1) copy of such materials to DSA as and when requested. Without limiting the foregoing, List Renter must submit a copy of all intended marketing material using the List(s) or any data derived from the List(s) to DSA prior to its use. If, in DSA's reasonable opinion, the proposed material will not meet the restrictions contained in this Agreement, List Renter will amend the material.
• If DSA wants to update the Lists, it will either provide Agent with an update and Agent will update the Lists within 14 days or within a shorter period if required by law; or direct that Agent and List Renter destroy or return the Lists to DSA within 14 days and DSA will provide Agent with updated, replacement Lists or data for such Lists.
• DSA shall not be responsible for, or incur any liability, as the result of delays or failures in the delivery of any List(s), in schedules or in performing any of the services described herein in the event of strikes, riots, civil commotion, act or failure to act of any governmental authority, acts of terrorism, delays in or failure to deliver any products or materials by the Australia Post or other public or private transport, equipment breakdown or failure, fires, floods, windstorm or any other act or occurrence beyond DSA reasonable control.
• DSA and the data owners make no warranties, express or implied, hereunder with respect to the List(s) or the media on which the List(s) is provided, including but not limited to warranties of accuracy, completeness, currentness, merchantability or fitness for a particular purpose. In no event shall any party or any data owner be liable for any special, indirect, incidental or consequential damages, whether or not foreseeable and however arising, including but not limited to lost income or lost revenue, whether based in contract, tort or any other theory. Any cause of action arising under 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.
• To the extent permitted by law, DSA sole obligation and List Renter's exclusive remedy for any claim of a defective List or any claim of defective services provided by DSA or any of its related bodies corporate shall be to replace the defective List or reperform the services in question without charge or, at List Renter's option, to refund the price paid by List Renter for such defective List or service. DSA aggregate liability to List Renter whether for negligence, breach of warranty, or any other cause of action shall be limited to the price paid for the List(s) or the services to which the incident relates.
• List Renter hereby releases and agrees to indemnify and hold harmless DSA, its officers, agents and employees from any and all liabilities, damages, losses, expenses, demands, claims, suits or judgments, including all attorneys' fees, costs and expenses arising from any and all unauthorized use by List Renter or by any third party processor, including any service bureau acting on List Renter's behalf. To the extent permitted by law, DSA shall not be responsible for any direct or indirect damages that may result from such unauthorized use of the List(s). List Renter agrees to take all steps necessary to ensure that any third party processor shall use the List(s) as specifically authorised by DSA.
• DSA may terminate this Agreement and any active Order Forms: (i) immediately if Agent or List Renter breaches this agreement and fail to remedy the breach within 14 days of notice from DSA; (ii) immediately on notice if a third party claims the Data infringes its intellectual property rights; (iii) immediately on notice if it receives legal advice that any part of this agreement contravenes privacy or data protection legislation; and on 30 days' notice if its costs of complying with any law, in respect of the supply of the Data to List Renter, exceed the fees stated in any active Order Form(s). Notwithstanding the foregoing, the terms and conditions of this Agreement shall remain in full force and effect as long as any Order Form is in effect. Upon termination of this Agreement and if requested by DSA, List Renter agrees to return all copies of the List(s) to DSA or dispose of the List(s) in a manner acceptable to DSA, and certify such action in writing. During the Term of this Agreement and for a period of one (1) year thereafter, List Renter shall maintain current, accurate and complete books and records relating to its use of the List(s) and shall allow DSA or its representative to examine, inspect, audit, review and copy or make extracts from all such books and records and any source documents used in preparation thereof, to ensure compliance with the Agreement upon reasonable prior written notice.
• To the extent permitted by law (including the Trade Practices Act 1974 (Cth)), the specific conditions and warranties contained in this agreement are the only conditions or warranties in relation to this Agreement and replace all conditions and warranties that might otherwise be implied.
• With respect to the subject matter hereof, the Agreement and Order Form(s) shall be the complete and exclusive statement of the agreement between DSA and List Renter. DSA must accept any changes in this Agreement in writing before those changes become effective. Any purchase order or similar documentation issued by List Renter shall not be part of this Agreement and shall be only for the internal administrative convenience of List Renter. The Order Form, and any agenda attached thereto, executed by List Renter shall be subject to this Agreement.
• This Agreement shall be governed by and construed in accordance with the laws of New South Wales, notwithstanding any conflict of law provisions.