Terms and Conditions

Dynamic Omni Channels Data Services Agreement

Revised: June 4, 2025

Dynamic Omni Channels (“DOC”) and its affiliates agree that an agreement (“Agreement”) between DOC and its affiliates and Client (the “Parties”) constitutes a service provider agreement and is subject to § 313.13 of the regulations implementing the Gramm-Leach-Bliley Act, 15 U.S.C. 6801. DOC and its affiliates further agree that they will, to the extent required by federal law, maintain the confidentiality of, and appropriately safeguard, “customer information” as that term is defined in the federal Gramm-Leach-Bliley Act and the Federal Trade Commission’s implementing regulations.  This Agreement is also subject to the Florida Information Protection Act (FIPA) (Fla. Stat. § 501.171).

By signing this Set-Up Form, you state that you have the authority to make this request, and you authorize DOC and its affiliates or its 3rd party DMS data provider to access your system for the above areas. Further, you and we agree that a signed original, photocopied, or faxed copy of this Agreement shall be treated as an original for all purposes.

DOC and its affiliates are engaged in the business of providing digital and direct mailing services, emails, and text messaging services (the “Services”) to Clients throughout the United States and Canada.

The Client wishes to engage DOC and its affiliates to collect data from Client regarding omni channel programs instituted by Client to give Customers detailed information regarding Customers direct mail response.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, DOC and its affiliates and the Client hereby agree:

Description of Services: Client does hereby engage DOC and its affiliates to extract customer files from Client’s data management system (hereinafter, “Proprietary Information”). DOC and its affiliates will extract Sales and Service records and deliver and make available to Client said records on a nightly basis. The nightly delivery will include all new and changed records from the last poll and delivery.

Proprietary Information: Proprietary Information will be kept confidential and shall not, without the prior written consent of Client, be disclosed by DOC, or their agents, representatives or employees, in any manner whatsoever, in whole or in part, and shall not be used by DOC, their agents, representatives or employees, other than in connection with the Agreement with Client. Moreover, DOC agrees to only reveal Proprietary Information to its agents, representatives and employees who have a need to know for the purpose of performing the Agreement, who are informed of its confidential nature, and who shall agree to be bound by these terms and conditions regarding confidentiality.  DOC agrees to be fully responsible for any breach of confidentiality by themselves, their agents, representatives or employees.

Dynamic Omni Channels Terms and Conditions

NOW, THEREFORE, the Parties hereto agree as follows:

1. SERVICES. DOC will provide to Client the selected services on the front of this Agreement commencing on the agreed date, during the selected term and service type, by setting up access accounts. The accounts will provide connection access to the DOC engine, maintained by DOC. This service may use communication through voice, public electronic mail (E-Mail), Telnet, FTP (File Transfer Protocol), and/ or other existing or in development services or replacements thereof to which Client is or may be connected and as mutually agreed by Client and DOC. All accounts are subject to Setup Fees and Monthly Service Fees. Selected additional services will be subject to additional fees.
2. CONNECTION & ACTIVATION. Client is responsible for all physical connections and costs to access this service. DOC may, at its sole option and for agreed fees, assist Client in setting up Client’s equipment and software.
3. RESTRICTIONS & DEALINGS WITH CLIENT CUSTOMERS. Client’s correspondence or business dealings with customers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such customers. You agree that DOC (and its authorized affiliates) shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such customers on the Service. You shall cause all communications initiated to your customers through the Service to comply with all applicable laws and regulations, including without limitation those promulgated by the U.S. Federal Trade Commission and the U.S. Federal Communications Commission in connection with telemarketing and the prevention of unwanted phone calls. You shall be solely responsible for ensuring that your customers are adults who are competent to engage in commercial transactions with you.
4. CANCELLATIONS. This Agreement may be canceled at any time during the first ninety (90) days by either party upon written notice to the other party. Agreement MUST be canceled prior to the next monthly billing cycle in order to avoid the additional monthly service charge. Furthermore, Client agrees that DOC may cancel this Agreement at any time for unsatisfactory credit, delinquency in payment of any fees or charges, or for non-compliance with laws, regulations and restrictions herein. Because services provided to Client may be in part or in total subject to local, state, federal or international regulations, DOC reserves the right to suspend or terminate the service immediately, without notification, and/or apply such regulations when in effect.
5. RENEWALS. This Agreement shall remain in effect during the agreed Service Term and shall be automatically renewed for another equal term unless canceled by either party by written notification to the other party, 30 days before its termination.
6. INDEMNIFY. Client assumes full responsibility concerning the use of any messages, whether written, graphic, sound or any other form, used in any transmission. Client agrees to release, indemnify and hold DOC (and its authorized affiliates) harmless from any claims, loss, damage or liability arising from the use of services purchased under this Agreement. Client agrees to pay for all attorney fees, court costs and other costs that may arise from Client’s activities using this service and in connection with this indemnity.

Client acknowledges and agrees that DOC exercises no control whatsoever of any content or transmission through the Internet or any other data transfer means and agrees and discharges DOC from any claims of injury or liability from accessing any communication environments and/ or arising from this service.

7. DISCLAIMER: Client represents and warrants that it will review and approve all omni channel communications and final proofs prior to the final proof being mailed out. Once a final proof and communication has been approved by the Client, DOC is no longer responsible for any of the content therein. Additionally, DOC does not represent, warrant nor guarantee the response or success of any communication sent. DOC is not responsible for nor does it guarantee a specific mailing date and is not responsible for any communication delivered late. Client acknowledges that Florida law prohibits pre-selected give aways and Client does hereby and by these presents, for themselves, its successors, and assigns, fully acquit, release, and forever discharge DOC, its heirs, successors, and assigns, of and from any and all claims, demands, damages, costs, attorneys’ fees, actions, and causes of action, whether arising at law or in equity, which DOC  may incur for Client’s violation of Florida State law. Additionally, Client does hereby for themselves, their successors and assigns, fully acquit, release, and forever discharge DOC, its heirs, successors, and assigns, of and from any and all claims, demands, damages, costs, attorneys’ fees, actions, and causes of action, whether arising at law or in equity, which DOC may incur in trademark and/or copyright infringements due to the omni channel communications approved by Client.
8. All rights and remedies of DOC specified herein are cumulative and none shall exclude any other rights or remedies allowed by law or equity. 
9. Consent to Arbitration. Any dispute arising out of or in connection with this Agreement must be solely decided by a single arbitrator from the American Arbitration Association (AAA). If the value of the matter in dispute does not exceed $100,000, then the parties agree to employ AAA’s Expedited Procedures of its Commercial Arbitration Rules. Any arbitration hearing shall take place in Hillsborough County, Florida. The decision of the arbitrator is final and binding, and the award may be entered in any court of competent jurisdiction. The prevailing party is entitled to an award of its reasonable attorneys’ fees and costs, in addition to an award of damages or other relief, if any. Nothing in this Agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction.
10. RISK. Use of this service and any information transmitted or obtained from or through this service is at the Client’s sole risk. DOC (and its authorized affiliates) is not responsible for content, accuracy, quality, and actions or otherwise taken in response to the information usage through its services.
11. NO WARRANTIES. DOC makes no representation or warranty, of any kind, expressed or implied, for its services. DOC does not warrant any connection to, transmission over, or the result of any use of any network connection. DOC (and its authorized affiliates) assumes no responsibility for any damage or loss, or expense suffered by Client or its clients, customers, patients, associates or employees, including but not limited to loss of data, delays, non-deliveries, missed deliveries, interpretation of messages, or service interruption caused by DOC or Client, error, omission or negligence. The parties agree that any liability for any reason derived from this service may not exceed one month’s subscription fee at the service level in effect at the time of the claim.
12. FEES & PAYMENT. DOC reserves the right to change its fees at any time, upon 30-day notice to Client. Client agrees to pay DOC for the services provided in advance on/or before due date, either monthly or as agreed between DOC and Client. The OLC usage fees will be added to the bill for the following billing period. DOC wiII notice and bill Client by e-Mail posting, by mail or, when authorized, by charging Client’s credit card. Client agrees to pay all taxes applicable to this service. If Client fails to pay the billed amount within three (3) days of due date, in addition to any other remedy, DOC may disconnect and cease all services. For service reactivation the Client shall be charged $45.00. Also, a $20.00 service fee will be charged for returned checks. Acceptance of any partial moneys due hereunder, or its failure to act in the event of default by Client, shall not constitute or waiver by DOC of any rights or remedies it may have at law or in equity. All outstanding balances shall accrue interest at 1.5% per month until paid.
13. NOTICES. All notices shall be considered delivered when posted to either party to e-mail, by fax, or sent by registered mail.
14. APPLICABLE LAW. This Agreement is governed by and construed in accordance with the laws of the State of Florida applicable to agreements made and to be entirely performed within the State of Florida, without regard to its conflict of law principles.
15. ENTIRE AGREEMENT. This Agreement contains the entire Agreement between the parties and there are no other promises or conditions in any other agreement whether oral or written.
16. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
17. CAUSES BEYOND CONTROL Neither DOC nor its agents or authorized affiliates will be in breach of this Agreement when for causes beyond its control DOC is unable to perform, in whole or in part, any of its obligations under this Agreement Such causes shall include, but not be limited to, labor disputes, government regulations or controls, fire, flood, or other casualty, inability to maintain its services, technical failure, economic conditions, acts of God, insurrection, or any other cause not within reasonable control of DOC .