Pricing

Terms and Conditions of Service for All Users
As of August 21, 2024

Bumblebee Data is an online service (the “Service”) and is provided by Columbia Books, Inc., a corporation with its office at 1530 Wilson Boulevard, Suite 400, Arlington, VA 22209 (the "Company" “Us” “We” “Our”). This is a legal agreement ("Agreement") between you (“Client”) and the Company, and you should read the Agreement carefully before registering for the Service.

This service agreement is entered into by and between Columbia Books Inc., dba Bumblebee (BB) (“Seller”), and Client. The parties hereto hereby agree that the complete agreement between such parties with respect the Services contemplated by this Service Agreement shall consist of this Service Agreement and the General Terms and Conditions set forth on Schedule A attached hereto and incorporated herein by reference (the “General Terms and Conditions”).

Scope of Work

You are contracting with BB to conduct data hygiene and deduplication utilizing a monthly/annual plan.

Bumblebee’s Service Includes:

1. Initial data cleansing + hygiene

2. Email, Postal & Phone Validation
a. Email validation tests addresses and yields the following Deliverability Scores and Flags
b. USPS Postal, CASS-certified software, DSF2 & NCOA Validation and Mailability Scoring
c. Canada Post Validation and Mailability Scoring for optional add-on address verification
d. Phone Validation against known phone number directories

3. Duplicate Identification & Record Queening

a. Duplicates are identified and grouped. A synthetic record is assembled from the best fields in the duplicate group and added to the Duplicate Merge Guide as the Queen record.

1. Data Format, Transfer & Deliverables
a. Hive Portal Clients: Client will provide their dataset for cleaning via secure transfer utilizing the Bumblebee Hive.
b. **API Clients: Where applicable, the client’s original dataset will be extracted using our Data Partner’s API transfer tools. Once the Bumblebee run is complete, our Data Partner will reimport the cleaned dataset back into your source database.
c. Hive Portal & API clients will receive a set of documents referred to as “The Bumblebee Report” that are uploaded to our secure Hive Portal.

i. Bumblebee Data Quality Report – Includes an overview of corrections, standardizations, and errors flagged with accompanying visualizations.
ii. Cleaned Dataset – An additional copy of the completed dataset with Bumblebee’s corrections overwriting content.
iii. Audit Trail – Contains a comprehensive list of changes applied to each record.
iv. Duplicate Merge Guide with Queening - Includes Queen Bee records for each set of duplicates. Also includes discovered duplicates in the dataset with duplicate group ID, priority records and columns with email and postal validation scores.
v. Customer Worksheets – An Excel workbook that presents the data before and after changes are made for postal addresses, email addresses, and deceased contact data.

* A “record” is defined as a unique ID identifying an individual or company. When data structure is such that multiple emails and/or postal addresses are attached per record (as defined above), the record is considered as one, single record.

Service Agreement Accepted

Schedule A

General Terms and Conditions

1. Service Agreements: This Schedule A, General Terms and Conditions (“General Terms and Conditions”), contains the general terms and conditions governing the relationship between the parties as part of any related Service Agreement.

2. Services: During the term of each Service Agreement, Seller shall provide Client the Services described on such Service Agreement. The Services shall be provided by Seller in accordance with the timeline, if any, set forth on such Service Agreement. Client shall satisfy all of Client’s obligations, if any, set forth on such Service Agreement. Except as otherwise provided on a Service Agreement, Client shall be responsible for providing the data and for providing Seller with the information and access to Customer’s facility as are necessary for Seller to render the Services. Except as otherwise provided on a Service Agreement, Client shall be responsible for the application, operation, maintenance and support of its systems, hardware and software and all components thereof including, but not limited to, the implementation of appropriate procedures, training and safeguards and routine backups. From time to time, Client may request that Seller provide additional or amended Services not covered by an existing Service Agreement, and the parties hereto may, but are not required to, agree to a change order for Services either by amending an existing Service Agreement or by entering into a new Service Agreement. Such change order, if executed, will specify the Services to be provided by Seller and terms for such Services, including, but not limited to, price terms.

3. Payment: Payment is due by Client in advance of project commencement. If payment is not received by Seller when due, interest on the unpaid amount shall accrue at the greater of the rate of 1.5% per month or the maximum amount permitted by law until paid. Moreover, Client shall reimburse Seller for all expenses, including attorneys' and expert witness fees, court costs, and all other expenses which are incurred in connection with the collection of any amounts owed to Seller under this Agreement. No payment by the Client of a lesser amount than the total amount due shall be deemed to be a payment in full.

4. Term & Termination: The term of this Agreement shall commence as of the start date indicated in the Service Agreement and shall continue for an initial period of 30 days and will auto-renew in 30-day cycles. All subscriptions are subject to auto-renewal. Client can cancel or manage their subscription settings and choose to turn auto-renewal on or off at any time through the CBIS Account Management Portal. Unless cancelled in writing or via CBIS Account Management Portal prior to renewal date, Client understands their subscription will automatically renew. Any use of the Services beyond cancellation will result in the Client being billed for an additional 30-day license.

5. Data Format and Delivery: The Bumblebee deliverable is a Microsoft Excel file containing summaries of cleanup activities and the cleaned records themselves available via our secure Hive Portal. The standard output will mirror the flat data structure required for the Bumblebee process, i.e. all data pertaining to a record returned in a single row rather than multiple tabs or tables. Custom deliverable structure is available for requisite additional data wrangling fees.

6. Ownership of Intellectual Property: Client acknowledges and agrees that Seller owns the Service and associated algorithms, formulas and proprietary technology processes. Seller owns and shall retain all control, right, title, and interest in and to:
a. The design, code, including all intellectual property rights embodied therein;
b. The service marks, trademarks, trade names, or any other designations relating to the Service; and
c. All copyrights, patent rights, trade secret rights, and other proprietary rights in the Service, and Client shall have no rights with respect thereto other than the limited rights expressly set forth in this Agreement.

7. Confidential Information: The parties hereto shall maintain as confidential and shall not disclose, copy, nor use for purposes other than the performance of this Agreement, any information or proprietary materials which relate to the other party’s business affairs, trade secrets, existing or contemplated products, software, documentation, services, designs, technology, processes, technical data, techniques, methodologies and concepts, and any information related thereto and any information relating to sales or marketing methods and customer lists or requirements, and any other information or material identified by a party as “Confidential” (“Confidential Information”). Each agrees to protect the other’s Confidential Information with the same degree of care it exercises to protect its own confidential information (but in no event less than a commercially reasonable standard of care) and to prevent the unauthorized, negligent or inadvertent use, disclosure or publication thereof. Each party may disclose the other’s Confidential Information only to its own employees, consultants or advisors having a need to know for the purposes of this Agreement, provided that such parties agree in writing to maintain the confidentiality of the other party’s Confidential Information in a manner consistent with the obligations set forth hereinabove. The obligations of each party under this Section will not apply to information that the receiving party can demonstrate: (i) was in its possession at the time of disclosure and without restriction as to confidentiality; (ii) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of agreement or other wrongful act by the receiving party; (iii) has been received from a third-party without restriction on disclosure and without breach of agreement or other wrongful act by the receiving party; or (iv) is required to be disclosed by law or order of a court of competent jurisdiction or regulatory authority, provided that the receiving party shall furnish prompt written notice of such required disclosure and reasonably cooperate with the disclosing party, at the disclosing party’s cost and expense, in any effort made by the disclosing party to seek a protective order or other appropriate protection of its Confidential Information. The confidentiality obligations contained herein shall survive the termination of this Agreement. Upon the termination or expiration of this Agreement, each party shall return all Confidential Information of the other party to such party and shall not retain any copies, extracts or other reproductions in whole or in part of such tangible material. At the request of the disclosing party, such destruction shall be certified in writing by the receiving party to the disclosing party. In the event of a breach by either party of a duty of confidentiality, monetary damages alone shall be deemed inadequate. The non-breaching party shall be entitled to injunctive, equitable and other legal relief, including repossession of any proprietary information plus reasonable costs including attorneys’ fees.

8. Publicity: Seller may use Client’s name, logo, and trademarks on the Seller’s Websites, social media accounts and marketing materials for advertising and marketing the Service.

9. Limitations on Liability: Under no circumstances shall the Seller be liable for any consequential, incidental, indirect, exemplary, special or punitive damages, including lost revenues, lost profits or loss of data, regardless of whether the claim giving rise to such damages is based upon breach of warranty, breach of contract, negligence, tort or other theory of liability, even if the Seller has been advised of the possibility thereof Irrespective of the basis or nature of any claim, Sellers’s cumulative liability to the Client or Client’s liability to the Seller for any and all causes of action arising out of or relating to the Agreement shall not exceed, in the aggregate total payments made under this contract regardless of whether the claim giving rise to such damages is based upon breach of warranty, breach of contract, negligence, tort or other theory of liability.

10. Indemnification: Each party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other party and its shareholders, directors, officers, affiliates, employees and third-party agents (the “Indemnitees”), at the Indemnifying Party’s own cost and expense, from and against any and all liabilities, damages, losses, claims, demands, causes of action, debts, costs, and expenses, including reasonable attorneys’ fees and court costs, to the extent the same is based upon a claim: (i) that the Indemnifying Party has breached any of its representations, warranties or obligations hereunder, (ii) that arises out of the negligence or misconduct of the Indemnifying Party; or (iii) that any data, materials or information provided by the Indemnifying Party to the Indemnitees infringes or violates any patent, copyright, trademark, trade name, trade secret, license or any other intellectual property right or other right of any third party; provided however that this indemnification shall not apply where such liabilities, damages, losses claims, demands, causes of action, debts, costs or expenses (including reasonable attorneys’ fees and court costs) are due in material part to the breach of this Agreement by Indemnitees or to the negligence or intentional wrongdoing of Indemnitees or their agents.

11. Force Majeure: Neither Party shall be deemed to be in default of or to have breached any provision of this Agreement as a result of any delay, failure in performance or interruption of service resulting directly or indirectly from acts of God, terrorism, insurrection, civil disturbance, acts of the government in its sovereign capacity, fires, epidemics, interruptions in telecommunications, or internet services or network provider services, or any other occurrence beyond its reasonable control, provided that such delay, failure in performance or interruption in service is remedied within 30 days

12. Warranty: Seller warrants the Service according to the Service Agreement and SOW.

13. Miscellaneous: The Service Agreement and these Terms and Conditions entered into by and between the parties hereto represents the final agreement between the parties as to the subject matter hereof and all other valid agreements, understandings or negotiations both prior and contemporaneous are merged herein. This Service Agreement shall only be modified in writing by mutual consent of both parties. This Service Agreement may not be assigned by either party without the other party’s prior written consent, not to be unreasonably withheld, other than with respect to a merger, acquisition or sale of all or substantially all of the party’s assets, and any such assignment without consent shall be deemed null and void and of no effect. If one or more provisions of the Service Agreement or the Terms and Conditions shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected. A failure by a party to enforce any term, provision or condition of the Service Agreement or these Terms and Conditions, or to exercise any right or option herein, shall in no way operate as a waiver thereof, nor shall any single or partial exercise preclude any other right or option herein; in no way whatsoever shall a waiver of any term, provision or condition of this Service Agreement be valid unless in writing.