MCH Strategic Data Broker Terms and Conditions
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This agreement will be kept on file at MCH and will govern all future orders with MCH. If you ever have a question, feel free to call our office where you can request a copy of your signed agreement at any time. If you agreed to this Broker Terms and Conditions via our ListBuilder application on mchdata.com, your digital acceptance of this agreement will be considered the same as a signature. Any edited version of this agreement will need to be signed by both parties and will be kept on file at MCH and will take precedence over any standard version found in ListBuilder or referenced in other order agreement language.
This agreement, the recipient who signs or digitally accepts this agreement, whether broker, wholesaler, consultant or other, will be referred to as “The Broker” or “Broker” in the rest of this agreement. The term “Mailer” will be considered the customer of The Broker (considered the same as the end-user of the data) regardless of whether they are an actual mailer or another type of data user. These Terms and Conditions are:
The Broker agrees that each Mailer’s order will be covered by a “signed” agreement between the Broker and each Mailer with terms that have been developed by the Broker and approved in advance by MCH. If the Broker does not have an appropriate agreement that has been approved by MCH, Broker agrees it will use the retail version of the “MCH Standard Licensing Stipulations and Conditions Agreement” for their Mailers (Please contact us if you need a copy of this).
The Mailer’s acceptance of a jointly (MCH / Broker) approved agreement serves to protect the interest of both the Broker and MCH and is essential. MCH will only fulfill orders for the Broker based on its representation that an approved, “signed” authorized agreement is in place with each Mailer. The Broker promises to permanently keep a copy of Mailer's signed agreement for each order. The Broker also promises to provide a copy of the signed agreement to MCH within 24 hours of being requested by MCH.
The Broker agrees to inform the Mailer that it is a violation of both Federal and/or many state laws to transmit an unsolicited advertisement to a facsimile machine or an opt-out email address; that any person violating such law may be subject to civil and criminal penalties; and that the Mailer should consult its attorney regarding making telephone solicitations and sending unsolicited faxes and emails.
The Broker is hereby notified that MCH has not processed any list against State or Federal or the Mailer’s internal do not call list. This processing is the responsibility of the Mailer and the Broker is responsible for making sure the Mailer is aware of this. The Mailer should understand that it, not MCH, shall be responsible for any fines, penalties or legal judgments levied against the Mailer for any inappropriate, illegal or restricted use of phone, fax or email data provided by MCH.
The Broker will inform the Mailer that MCH provides business data and data services for lawful purposes only. The Mailer needs to represent that it will abide by all applicable State and Federal when using MCH data (including but not limited to telemarketing laws, sweepstakes laws, FTC laws, Email Can-Spam Law, European General Data Protection Regulations - GDPR, California Consumer Protection Act – CCPA, direct mail commerce laws, and other privacy laws, etc.). The Broker will make sure the Mailer indemnifies MCH for any of their violations of the law using MCH data.
MCH “does” warrant that it complies with all privacy and direct marketing laws including GDPR, CCPA, Do-not Call, Opt-out Email and others. MCH will indemnify Broker for any violations of any laws that MCH may have committed in its compilation or service processes. MCH does post on our website, mchdata.com, information on how we process data and how we comply with current laws such as GDPR and CCPA and others. If the Broker has questions or needs to answer questions of the Mailer, they should refer to the MCH website for details on how we comply with any specific regulation.
The standard commission on orders placed from a broker to MCH is 20%. This commission rate may be changed by MCH based on the volume of business, payment history, promised future commitments, general working relationship, and other factors. A higher than 20% commission rate may be made contingent upon any number of these factors and will be detailed in a separate Commission Rate Adjustment Agreement.
The Broker agrees to collect money for orders placed for the Mailers and then remit to MCH the amount owed (less any commission due). The Broker agrees to pay MCH within 15 days of receiving and final bank clearance of any payment from the Mailer. MCH Broker payment terms are net 60 days. This should provide the Broker enough time to bill and collect funds from their Mailer. Any Mailer wanting longer terms must be approved in writing with MCH before each order.
The Broker agrees to make every effort to collect payment from the Mailer in a timely fashion including timely billing of original invoices, follow-up reminder letters and follow-up collection calls for slow payers. These efforts will be shared with MCH so that we are kept informed on progress. Broker agrees to turn over non-payers to a collection agency or provide MCH with all the order information and detailed records so we can turn over non-payers to collections. Both parties agree that formal collection agency efforts will begin once a Mailer’s payment becomes 60 days past-due of the original invoiced due dates.
This agreement takes precedence over any additional terms that conflict (that might be found on the Broker’s purchase order) unless the conflicting terms are explicitly evidenced by MCH’s signed acceptance of the terms.
The Broker will hold MCH and its affiliates and their shareholders, directors, officers, employees, and agents harmless from and against any claim, expense, loss, legal judgment, or liability arising from, directly or indirectly, the Broker’s breach of any representation, warranty or covenant set forth in these MCH Broker Terms and Conditions.
The Broker acknowledges that MCH makes no warranties of any kind either express or implied including the implied warranties of merchantability or any warranty of fitness for a particular purpose regarding MCH’s data, products or services. MCH doesn’t warrant that the Mailer will achieve any particular result by using any lists or data, service or recommendation of MCH. Each order is furnished “as is” and should be properly reviewed by the Mailer, Broker or the Mailer’s service vendors before use.
If a dispute arises and the parties are unable to resolve the dispute after 60 days, they shall participate in a minimum of one non-binding mediation conference with a mutually acceptable independent mediator whose fees shall be paid equally by the parties. Each party shall designate an executive officer having authority to resolve the dispute and participate in the mediation conference. If the parties are unable to resolve the dispute within 30 days after the date of the mediation (or the refusal of a party to participate in mediation), either party may submit the dispute to binding arbitration per the commercial arbitration rules of the American Arbitration Association. Any such arbitration shall be held in the Kansas City, Missouri metropolitan area. Each party shall pay one-half of the costs of such arbitration; provided, however, that the arbitrator shall have the authority to assess all such costs against any party found not to have participated in the mediation process in good faith.
This agreement (between MCH and the Broker) is governed by the laws of the State of Missouri.
The Broker agrees to all the above MCH Broker Terms and Conditions.
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