SLACK Incorporated Mailing List Agreement
The undersigned agree to the following terms and conditions for mutual covenants made herein:
SLACK Incorporated hereby grants permission to the below-named Customer to use the list of SLACK Incorporated membership names and addresses pursuant to the terms and conditions hereof.
At any time, Customer shall, on SLACK Incorporated’s request, supply SLACK Incorporated with a true copy of all advertising or other material bearing names and addresses from SLACK Incorporated’s list. Customer warrants that such material shall not constitute an infringement of copyright or trademark or a misappropriation of the proprietary rights of others or be defamatory or otherwise contrary to law, and that the same shall conform to SLACK Incorporated’s standards of acceptable advertising. All such materials shall be subject to SLACK Incorporated’s approval and SLACK Incorporated may but shall not be required to exercise a continuing right to reject or cause Customer to edit such material to the extent that SLACK Incorporated deems necessary in order that the same shall comply with the foregoing warranty and SLACK Incorporated’s approval. In the event of a breach by Customer of its obligations under this Paragraph 2, SLACK Incorporated, in addition to other rights and remedies, shall be entitled to cancel the contract, in accordance with the provisions of Paragraph 6.
All lists and information thereon and in connection herewith, provided by SLACK Incorporated in connection with this agreement are confidential and at all times are and remain sole property of SLACK Incorporated and in no event shall Customer divulge to anyone, make copies of or use same in any way, except as may be permitted in writing by SLACK Incorporated. Customer shall safeguard such lists from appropriation by third parties. Upon termination of this agreement all lists and all copies thereof shall be returned to SLACK Incorporated.
Customer will indemnify, hold harmless and defend SLACK Incorporated from and against any and all claims, suites, damages, liabilities, costs and expenses, including, but not limited to, reasonable attorney’s fees, based upon or arising out of the use by Customer of SLACK Incorporated’s list or out of Customer’s breach or alleged breach of its warranty herein above contained in Paragraph 2, or of any of Customers obligations hereunder. The provisions of this agreement shall survive the termination, cancellation or expiration of this agreement.
Although SLACK Incorporated shall make every reasonable effort to keep its lists up-to-date, SLACK Incorporated makes no guaranty as to the number of undeliverables and the existence or number of such undeliverables shall not in any way constitute a material breach of this Agreement by SLACK Incorporated, or entitle Customer to offset or damages.
SLACK Incorporated reserves the right to cancel this agreement at any time upon default in the payment of fees required hereunder or other breach by Customer of the terms hereof. Upon such cancellation, all fees accrued hereunder and not theretofore paid, shall immediately become due and payable, together with such damages as SLACK Incorporated may be legally entitled to recover.
The permission of SLACK Incorporated granted herein is non-exclusive and not transferable, delegatable, or assignable by Customer, but is personal to Customer. A transfer of eighty (80%) percent of the stock of company shall be deemed an assignment hereof.
This agreement contains the entire understanding between the parties, cannot be changed or terminated orally, and shall be construed in accordance with the laws of the State of New Jersey. All notices hereunder shall be in writing given only by certified mail, return receipt requested, addressed to the other party at the address on the face hereof. Time is of the essence in this agreement. In addition and not in limitation of other right and remedies, the parties agree that in the event of breach of this agreement SLACK Incorporated will have an inadequate remedy at law and shall be entitled to injunctive relief.
_____________________________________________ SLACK Incorporated
_____________________________________ Company Name
A g r e e m e n t / S L A C K M a i l i n g L i s t A g r e e m e n t _ 2 _ 0 5 . d o c