Welcome to IntelliList. The IntelliList tool provides access to certain products and services of Cogensia, LLC a CAC|GROUP Company (“Cogensia”). All users of IntelliList are subject to the following terms and conditions of use ( “Terms and Conditions”). Hereinafter, the company using IntelliList may be referred to as “You,” “User”, “Client” or “Customer.”
Please read these Terms and Conditions carefully before accessing or using any part of IntelliList.
Cogensia may revise and update these Terms and Conditions at any time without notice by posting the amended terms to IntelliList. Your continued use of IntelliList means that You accept and agree to the revised Terms and Conditions.
USERS WITH MASTER SERVICES AGREEMENT IN PLACE: In the event that Your company already has a Master Services Agreement in place covering Cogensia and You are utilizing IntelliList to access the services, such Master Services Agreement shall control except with respect to the disclaimers in Section 8 with respect to availability and performance of IntelliList as an access point and delivery mechanism for Cogensia. Any orders submitted through IntelliList and accepted by Cogensia shall constitute Statements of Work (“SOW”), Data Processing Agreements (“DPA”) or Purchase Orders (“PO”) under the Master Services Agreement. Moreover, if Your Master Services Agreement does not specifically include terms expressly directed to any of Cogensia Services You select through IntelliList, the Service-Specific Terms below shall apply to such Cogensia Services in addition to Your MSA.
IntelliList Orders – These Terms shall apply to Customer’s access or purchase of Consumer Data and/or Cogensia Services through IntelliList . SOWs or POs may be entered into subsequent to these Terms, which specifically define the marketing programs and permissible uses of Cogensia and Cogensia Services. Alternatively, Customer may submit the electronic equivalent of SOWs or POs through email to an authorized Account Representative. SOWs, POs and IntelliList Orders may be collectively referred to hereinafter as “Orders.” Any use of Cogensia Consumer Data beyond the acceptable uses specifically defined in an Order, will be subject to Cogensia’s prior written consent and payment of the applicable fees. The Cogensia services are all subject to additional terms may be specified on the IntelliList system at the time of purchase. All such terms are incorporated herein by reference. In the event of a conflict between an Order and these Terms, the terms of the Order shall govern and supersede.
Scope of License Provided for Consumer Data and Cogensia Services - Customer shall be and hereby is granted a term-limited non-transferable, non-sub licensable, license to use the Consumer Data for a purpose of one (1) year solely for its own marketing purposes, except as may be otherwise provided in an Order. Customer shall not (and shall authorize no third party to) resell, model, reverse engineer, disassemble or disaggregate the Consumer Data, or use the Consumer Data in competition with Cogensia or to create a competing product of service.
Provision by Customer of Proprietary Customer Data - Customer may during the Term provide to Cogensia its own proprietary or other licensed data (“Customer Data”). Cogensia shall use Customer Data solely to provide the Consumer Data to Customer, including as set forth in an Order, and no right or title in such Customer Data shall be transferred to Cogensia. Upon termination and at any other time during the Term upon thirty (30) days of receipt of a written request to do so, Cogensia shall delete the Customer Data from its systems, networks and devices. Cogensia will use this Customer Data when requested to suppress customers from the purchased consumer files
Ownership – All trademarks, service marks, patents, copyrights, trade secrets and other proprietary rights in or related to the Cogensia Services (including the Consumer Data (ConsumerIntelliBase) and IntelliList) are and will remain the exclusive property of Cogensia or its licensors, whether or not specifically recognized or perfected under applicable law. Customer will not take any action that jeopardizes Cogensia’s or its licensors’ proprietary rights. Customer agrees to take, at Customer’s sole expense, any actions reasonably requested by Cogensia to perfect such rights in Cogensia’s or an applicable licensor’s name. The Consumer Data shall, at all times, remain the sole property of Cogensia, and the sole permitted use of the Consumer Data shall be as described herein and in the Order or SOW. Except as set forth herein, the Customer has no rights to any portion of the Consumer Data, whether in whole or in part. Notwithstanding the foregoing, with respect to any data provided by Customer, or its Customers, to Cogensia for use in connection with performance of the Cogensia, Customer shall retain ownership of such data. Cogensia, LLC shall treat such data as Customer’s confidential information and only use the data to perform the applicable Cogensia Services.
Additional Terms and Policies Applicable to Use of Consumer Data and Cogensia Services - All use of the Consumer Data shall be subject to the general terms and, for each Cogensia Offering, the applicable service-specific terms in Exhibit A. Such terms and restrictions shall apply to both Customer and the Consumer Data. The additional terms in Exhibit A include terms mandated by Cogensia’s third party service providers and licensors. In the event that such third parties’ require changes to the applicable terms to continue use of the applicable data or services, Cogensia shall promptly notify Customer.
Compensation, Reporting & Payment Terms
Confidentiality - Any nonpublic information disclosed, by a party or its affiliates, its related entities and/or agents (“Disclosing Party”), that is designated confidential or that, under the circumstances surrounding receipt, the receiving party (“Receiving Party”) should know is treated as confidential by Disclosing Party ("Confidential Information") will be kept strictly confidential by Receiving Party and will not, without the Disclosing Party's authorization, be disclosed to any third party or used by the Receiving Party for its own benefit except as contemplated by these Terms. Any Consumer Data or Services provided hereunder constitutes Confidential Information, and Customer will not disclose, de-compile, disassemble nor otherwise reverse engineer such Consumer Data or Services or utilize the Consumer Data or Cogensia Confidential Information to compete with any Cogensia Service. Confidential Information does not include information: (i) known to Receiving Party before receipt hereunder or later independently developed without reference to the Confidential Information; (ii) lawfully obtained from a third party without restriction and without breach of an obligation to keep it confidential; or (iii) that becomes publicly available other than as a result of an act or omission of Receiving Party. Nothing herein will prevent Cogensia or its employees performing hereunder from providing services that are similar or identical to or competitive with those provided under these Terms.
Cogensia Representations and Warranties; Disclaimer - Cogensia, warrants that the Consumer Data will be as current, accurate and complete as may be achieved using the source data, compilation and data processing methods normally employed by Cogensia, in the ordinary course of its business; provided, however, the Consumer Data is not warranted as being error free, and is not warranted as including all available state sourced do not call information. THE FOREGOING IS A LIMITED WARRANTY AND COGENSIA MAKES AND CLIENT RECEIVES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. If Customer disputes any fees hereunder, then it must notify Cogensia within 15 days of completion of the Service. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE CONSUMER DATA AND COGENSIA SERVICES ARE PROVIDED “AS IS” AND COGENSIA (AND ITS LICENSORS AND SERVICE PROVIDERS) DO NOT GUARANTEE OR WARRANT THE CORRECTNESS, COMPLETENESS, CURRENTNESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES AND SHALL NOT BE LIABLE TO CUSTOMER FOR ANY LOSS OR INJURY ARISING OUT OF OR CAUSED IN WHOLE OR IN PART, BY CONGENSIA'S NEGLIGENT ACTS OR OMISSIONS IN INTERPRETING, REPORTING, COMMUNICATING, OR DELIVERING THE SERVICES OR IN OTHERWISE PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT. COGENSIA DOES NOT WARRANT THAT ACCESS TO INTELLILIST WILL BE UNINTERRUPTED, AND MAKES NO WARRANTIES AS TO UP-TIME OR AVAILABILITY OF THE INTELLILIST PLATFORM.
Customer Representations and Warranties - The Customer represents and warrants to Cogensia that it has full power and authority to enter into these Terms; that the execution, delivery, and performance by the Customer of these Terms will not violate any law, statute of other regulation (including FTC regulation or opinion) or any right held by any third party; and that the Customer’s use of Consumer Data, Cogensia Services and IntelliList will comply with all privacy, data protection, and any other laws, statutes, governmental rules/regulations and industry guidelines applicable to such use of Consumer Data, IntelliList or Cogensia Services(with Customer’s data or otherwise), including, without limitation, the Direct Marketing Association’s Ethical Use and Fair Information Practices Guidelines, CAN-SPAM, “Do Not Call” Registries, Telephone Consumer Protection Act and the Junk Fax Protection Act. The Customer will use best efforts to maintain accurate books and records accounting for the use of the Consumer Data. The Customer will use best efforts to protect Consumer Data, prevent unauthorized use of the Consumer Data in whole or in part, that the Customer will prevent the transfer or conveyance of the Consumer Data or Confidential Information, that use of the Consumer Data will not violate any copyright or intellectual property rights of any third party, that the Customer is not bound by any other contract or arrangement of any kind that conflicts with these Terms, and that the Customer will immediately refrain from use of information related to a member in the Consumer Data who has elected to unsubscribe from Consumer Data.
Right to Audit – The Customer agrees that at all times, it shall maintain current, accurate and complete books and records relating to its usage of the Consumer Data. The Customer agrees that Cogensia, or any designee of Cogensia, shall have the right, at any time, following the delivery of the data, to examine, inspect, audit, review and copy or make extracts from all such books, records, and any source documents used in the preparation thereof during normal business hours upon written notice to the Customer at least fourteen (14) days prior to the commencement of any such examination, inspection, review or audit. Such audit shall strictly be limited to those books and records that specifically relate to the information pertinent to the use of the Consumer Data. The right to audit shall not exceed two (2) audits per calendar year.
Equitable Relief – Each party acknowledges and agrees that unauthorized disclosure or use of the other party’s Confidential Information (or Customer’s use or disclosure of the Consumer Data in violation of these Terms) would cause irreparable harm and significant injury which may be difficult to ascertain. Accordingly, each party agrees that the other party shall have the right to seek an immediate injunction in respect of any such breach of these Terms without requiring such party to post bond to obtain such relief. Notwithstanding the foregoing, these Terms shall not in any way limit the remedies in law or equity otherwise available to the disclosing party in connection with breaches described in this Section 13.
Indemnification – (a) Customer agrees to indemnify and hold Cogensia, its service providers and licensors harmless from and against all direct costs, losses, damages, liabilities and expenses, including reasonable attorney’s fees attributable to any claim made by a third party arising out of Customer’s breach of any representation or warranties under these Terms, or Customer’s failure to perform any of its obligations under these Terms, including without limitation, misuse of the Consumer Data, provided that (i) Cogensia gives Customer prompt written notice of any such claim of which Cogensia has knowledge; and (ii) Customer is given full control over the defense of such claim and receives the full cooperation of Cogensia in the defense thereof. (b) Cogensia agrees to indemnify and hold Customer harmless from and against all direct costs, losses, damages, liabilities and expenses, including reasonable attorney’s fees attributable to any claim made by a third party in connection with Customer’s permitted use of any Cogensia Offering violating, infringing or misappropriating the copyright, trade secret, or trademark rights of any third party provided that (i) Customer gives Cogensia prompt written notice of any such claim of which Customer has knowledge; and (ii) Cogensia is given full control over the defense of such claim and receives the full cooperation of Customer in the defense thereof.
Limitation of Liability – CUSTOMER IS OBLIGATED TO EXAMINE THE CONSUMER DATA UPON DELIVERY AND NOTIFY COGENSIA IF ANY QUESTIONS OR PROBLEMS ARISE. IF LIABILITY CAN BE IMPOSED ON COGENSIA IN CONNECTION WITH THESE TERMS THEN CUSTOMER AGREES THAT COGENSIA'S LIABILITY FOR ANY CLAIM, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR NEGLIGENCE, FOR ANY DAMAGES RESULTING FROM OR IN ANY MANNER CONNECTED WITH THE CONSUMER DATA OR THE PERFORMANCE OF COGNESIA’S OBLIGATIONS HEREUNDER SHALL BE LIMITED TO THE LESSER OF (i) CUSTOMERS ACTUAL DIRECT DAMAGES RELATED THERETO, OR (ii) THE AMOUNT OF FEES PAID HEREUNDER FOR THE CONSUMER DATA. IN NO EVENT SHALL COGENSIA BE LIABLE FOR ANY OTHER DAMAGES WHETHER INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL INCLUDING BUT NOT LIMITED TO, LOST BUSINESS AND LOST PROFITS, WHETHER FORSEEABLE OR NOT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.CUSTOMER COVENANTS AND PROMISES THAT IT WILL NOT SUE COGENSIA, ITS LICENSORS OR SERVICE PROVIDERS FOR AN AMOUNT GREATER THAN SUCH SUM AND THAT IN NO CIRCUMSTANCES WILL COGNESIA, ITS LICENSORS OR SERVICE PROVIDERS BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, IN ANY SUIT AGAINST SUCH ENTITIES. CUSTOMER AGREES THAT ANY CLAIM OR LEGAL ACTION AGAINST COGENSIA WILL BE BROUGHT WITHIN ONE (1) YEAR FOLLOWING THE OCCURRENCE OF THE EVENT GIVING RISE TO SAID CLAIM, OR SAID CLAIM SHALL BE DEEMED WAIVED.
Governing Law and Exclusive Jurisdiction – Any dispute between the parties shall be governed by and construed in accordance with the law of Illinois, including its choice of law rules. The parties agree that any action to decide a dispute shall be brought in a federal or state court in Illinois, and irrevocably consent to the jurisdiction and venue of any federal or state court in Illinois.
Enforceability – In the event that any portion of these Terms is held to be unenforceable, the unenforceable portion shall be construed in accordance with the applicable law as nearly as possible to reflect the original expression of the parties and the remainder of the provisions of these Terms shall remain in full force and effect.
Forbearance or Delay is not Waiver – The failure by either party to insist upon or enforce strict performance of any provisions of these Terms shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify, strike, supplement, or amend any provisions of these Terms.
Modification Pursuant to Public Authority – These Terms shall at all times be subject to changes or modifications under federal, state or local law, by public authority. In the event of a legal or regulatory action, or the act of a third party prohibits use of or dissemination of advertisements to the Consumer Data, either party may terminate the non-compliant section of the Agreement with as much notice as is practicable.
Entire Contract, No Oral Representation – These Terms is the entire agreement between the two parties with respect to the subject matter contained herein and cancels and supersedes any previous agreements and contracts between them, whether written or oral, with respect to the subject matter contained herein.
Assignment/Change of Control – Except for successor in ownership in connection with a merger or sale of substantially all of the assets of the business, Customer shall not assign these Terms to any person, firm, partnership, corporation, or other entity (including by operation of law, judicial process, or otherwise) without the prior written consent of Cogensia, which consent may be withheld for any reason. Customer shall be entitled to assign these Terms to a successor in ownership in connection with any merger, consolidation, or sale of substantially all of the assets of the business without the prior written consent of Cogensia. Cogensia shall be entitled to assign these Terms to any of its subsidiaries and/or affiliates, or to a successor in ownership in connection with any merger, consolidation, or sale of substantially all of the assets of the business without the prior written consent of Customer. Cogensia may perform any obligation pursuant to these Terms using agents and subcontractors.
Third Party Beneficiaries – These Terms shall not confer any rights or remedies upon any person other than the parties and their respective successors and permitted assigns, and Cogensia’s licensors and service providers as expressly referenced above, and no other person will be deemed a third party beneficiary under or by reason of this Agreement.
In addition to the terms and conditions in the Agreement, all use of the Consumer Data and Cogensia Services are subject to the generally applicable terms identified below and each specific Cogensia Service is further subject to the service specific terms below. For purposes of these additional terms, Customer and its customers may be referred to below as “You,” “User” or “Customer.” The restriction with respect to third parties in clause (b) of the generally applicable terms shall not restrict Customer’s resale of the Cogensia Services to permitted customers under the Agreement.
All payments shall be due immediately after Customer selects purchase of list. Customer shall pay when due all sales, use and excise or similar taxes or levies related to the order, exclusive, however, of taxes based on Cogensia’s income.
If any such tax for which Customer is responsible hereunder is paid by Cogensia, Customer agrees to promptly reimburse Cogensia, therefore.
Customer shall: (i) hold the Consumer Data in confidence; (ii) provide access to the Consumer Data only to its employees, contractors and agents to whom access is required and to the extent necessary for proper use hereunder; (iii) require that its employees, contractors and agents hold the Consumer Data in confidence; and (iv) require that its contractors or agents execute a written agreement, which limits use of the Consumer Data by any such contractor or agent to the performance of specified services for Client and requires that the Consumer Data be held in confidence. Client shall be as fully responsible to Cogensia, for the acts and omissions of its contractors or agents as Client is for the acts and omissions of its own employees. Client’s obligations under this Section shall survive any termination of this Agreement. Cogensia may seek injunctive or other equitable relief against the breach or threatened breach of any of the foregoing covenants in addition to any other legal remedies which may be available.
Customer shall not use the Consumer Data in any application involving individual look-ups of people including, without limitation, any application involving individual look-ups of people pertaining to: (i) skip tracing functions; or (ii) electronic directory assistance applications.
Solicitation and ad copy used by Customer in connection with the Consumer Data: (i) shall not disclose the source of the recipient’s name and address; (ii) shall not contain any indication that Customer possess any information about the recipient other than name and address; and (iii) must be in good taste and of the highest integrity.
Cogensia reserves the right to make changes to the data licensed under this Agreement, including modifications to sources and data elements.
Unless expressly permitted in the applicable Order, Customer shall not utilize the Consumer Data for purposes of data modeling, aggregating data or creating other derivatives of the data.
Under no circumstances shall the Consumer Data be used: (i) to advertise, sell, or exchange any products or services that involve sexual paraphernalia; drug paraphernalia; adult films or content, recordings or magazines; weapons; credit repair services or other illegal or illicit activities; (ii) for the modeling of, or determination of, consumer credit worthiness, consumer credit approval, a consumer’s eligibility for employment or insurance; (iii) for any other purpose of whatsoever kind or nature covered by the federal Fair Credit Reporting Act (15 U.S.C. Sec. 1681 et seq.) or any similar state and local laws, statutes, rules and regulations; (iv) for any purpose that is in direct violation of the privacy obligation policy and any other terms and provisions of the Gramm-Leach-Bliley Act (15 U.S.C. Sec. 6801 et seq.) or any other similar state and local statutes, rules and regulations; (v) in connection with individual credit, employment or insurance applications; (vi) for any unsolicited fax purposes; or (vii) in violation of any applicable law, regulation or rule.
Customer shall not (i) copy or otherwise reproduce any Consumer Data, except as necessary for backup or security purposes; (ii) merge or incorporate, without Cogensia, LLC’s prior written consent, Consumer Data with any third party file except as expressly permitted in the applicable Order; (iii) use Consumer Data to develop, publish or maintain any directory, or other similar product; (iv) use Cogensia or Consumer Data in any marketing communication that refers to selection criteria or presumed knowledge about the recipient; (v) permit access to Consumer Data to individuals incarcerated in prisons or correctional institutions; (vi) use Cogensia or Consumer Data in a manner that may cause emotional or physical harm to anyone, or to “stalk” or otherwise harass another person; or (vii) use Cogensia to post or distribute any content or materials that Customer does not own or otherwise have sufficient rights and licenses to utilize hereunder.
Notwithstanding anything to the contrary in these terms, Customer is solely responsible for obtaining any necessary consents and otherwise complying with any applicable regulation requirements (e.g., Do Not Call registries, Telephone Consumer Protection Act, Junk Fax Prevention Act) when using any phone numbers, mobile numbers or fax numbers included in the Consumer Data or utilizing the Cogensia to perform telemarketing or deliver messages, faxes or other content to such numbers.
Customer represents and warrants that Customer’s use of the Consumer Data will comply with all privacy, data protection, and any other laws, statutes, governmental rules/regulations and industry guidelines applicable to such use of Consumer Data or the Cogensia Services (with Customer’s data or otherwise), including, without limitation, the Direct Marketing Association’s Ethical Use and Fair Information Practices Guidelines, CAN-SPAM, “Do Not Call” Registries, Telephone Consumer Protection Act and the Junk Fax Protection Act.
Customer agrees to indemnify and hold Cogensia, its service providers and licensors harmless from and against all costs, losses, damages, liabilities and expenses (including reasonable attorney’s fees) attributable to any claim made by a third party arising out of Customer’s use of any Consumer Data in violation of these terms.
You may use Consumer Data You purchase on or through Cogensia’s IntelliList platform solely as contact lists or marketing lists for your own direct marketing, research and CRM programs, and for no other purpose. Consumer Data is for list rental and contact purposes only. Consumer Data is for one time use within 90 days from the download date. However, we recommend using the data within 30 days to remain USPS move update compliant. You agree to cease using all original Consumer Data and purchase replacement Consumer Data after said 90 day period. No reference to the list or its source can be made as part of the mailing. Cogensia will, for a period of one year, maintain a copy of the names used on this offer to allow for omission from subsequent orders placed with Cogensia.
The names and addresses provided for postal records were brought to Cogensia data hygiene standards (Standardization and if requested USPS NCOA) at the time of purchase. Postal names and addresses are not guaranteed as deliverable, but Cogensia uses reasonable effort to meet or exceed industry standards for postal deliverability. Cogensia makes no representation or guarantee as to the conversion results of the mailing.
A 7% margin of error is within the industry's standard when any data list is used (i.e.: 3% postal addressing error, < 3% typo error, <5% consumer addressee moved or vacated, or deceased). Under no circumstances will Cogensia, LLC be obligated to reimburse Customer for any lost postage.