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In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Exhibit 10.16



MARKETING AFFILIATE AGREEMENT

This Agreement is made this 1s t day of October 2008, (the Effective Date),  by and between Equidata, Inc., a corporation  organized under the laws of Virginia with its principal place of business at 724 Thimble Shoals Boulevard Newport News, Virginia  23606 (Equidata), and National Credit Report.com, LLC a Corporation organized under the laws of Florida, with its principal  place of business at 7700 N. Congress Ave, Suite 3113, Boca Raton FL33487 (Marketing Affiliate).

RECITALS

Therefore, if accepted all parties agree that the following shall constitute a marketing agreement between the parties.

TERMS AND CONDITIONS

Permission. Subject to the terms and conditions of this Agreement, Marketing Affiliate may display Marketing Materials at its  principal place(s) of business, or at the principal place(s) of its third party partners, together with a link from the Marketing  Affiliate Web Site to Fquidata (and its partners) Web Site. Marketing Materials may also be used in the marketing of potential customers through direct mail and personal solicitation as well as inbound and outbound telemarketing. Marketing Affiliate may  not otherwise offer for sale, market, sell or distribute the Services of Equidata without express written permission.

1.   Equidata provides certain personal credit, fraud detection, credit scoring services and credit monitoring for consumers, the  (Services).    2.   Marketing Affiliate and Equidata wish to enter into an agreement under which Marketing Affiliate may market the Services.    3.   Marketing Affiliate wishes to market the Services indirectly through third party programs, direct mail, Internet and both  inbound and outbound telemarketing. In addition, each may own and operate a web site utilizing direct access to the  Services through Internet links.

  1.   Compensation. Marketing Affiliate shall be responsible for collecting all amounts due directly from the Consumer and  shall bear sole responsibility for non-payment of any fees charged to the Consumer. Marketing Affiliate shall pay to  Equidata, as compensation for its providing of Services under this agreement, such amounts as outlined and detailed in  Exhibit A attached hereto. Such amounts shall be billed on a bi-monthly basis by Equidata and are due and payable in  full by Marketing Affiliate 30 days from the invoice date. The prices set forth in Exhibit A do not include regulatory  fees, sales tax, excise tax or any other fees or taxes that may be charged by states or local taxing authorities nor does it  include additional fees or surcharges, including specific area Affiliate charges that may be accessed by the Credit  Reporting Agencies (CRA's). Said amounts charged to Equidata will be billed separately to Marketing Affiliate and are  due immediately upon receipt. Marketing Affiliate agrees to reimburse Equidata all costs of collecting any past due  amounts from Marketing Affiliate by reason of non payment, including reasonable attorney fees and disbursements. Equidata reserves the right to increase the base cost of Services. Notice will be given to Marketing Affiliate in writing  no less than 30 days prior to such increase taking affect. A development fee, yet To Be Determined and outlined in  Exhibit A, is due upon a signed agreement of project scope.          Marketing Affiliate agrees to pay promptly and in full all charges incurred through services rendered when billed.  When paying by credit card, the Marketing Affiliate agrees to pay for all items that are revoked or disputed by the  credit card company or the card holder along with any charges or fees charged by the credit card company including  fees associated with processing the credit card transaction and that the Marketing Affiliate will be billed for those items  in accordance with Equidata standard practices. Marketing Affiliate and the undersigned principal, partner or owner  further agree that this Agreement will serve as a personal guaranty by the undersigned principal, partner or owner of  the company, and the undersigned principal, partner or owner will become responsible for any unpaid balance past due  on any invoice. The Marketing Affiliate agrees to pay a late charge of 1 l/2% per month on the unpaid, past-due amount  as well as a returned check fee of not less than $35.00 per returned item. In addition, the Marketing Affiliate agrees to  pay 25% attorney's fees plus court cost in the event that the Marketing Affiliate's account is referred to an attorney for  collection.      2.   Disputes. In the case of disputed charge, defined as a non-payment of an invoice for which notice of dispute has been  given in writing by Marketing Affiliate to Equidata, Equidata or Marketing Affiliate may choose arbitration and  Marketing Affiliate and Equidata shall be obligated by the terms agreed upon by arbitration and all monies determined  owed shall be considered due and payable immediately. Such arbitration does not relieve Marketing Affiliate from its  obligation to promptly pay for undisputed charges in accordance with the terms of this Agreement. Such disputes shall  be settled by arbitration in the City of Newport News, Virginia.          Marketing Affiliate shall give Equidata written demand of dispute within 10 days of the due date of the invoice. The  demand shall set forth a statement for the nature of the dispute and the amount involved. If Equidata and Marketing  Affiliate can not resolve the dispute on their own within 10 days after Equidata receive said dispute, the parties shall  jointly select an arbitrator.                     Initials: /s/ IP

Source: STEEL VAULT CORP, 10-K, 12/24/2008







    If the parties do not agree on the selection of an arbitrator, each party will select an arbitrator of their choosing, and the two  arbitrators will jointly select a third arbitrator(s). Not later than 5 calendar days after the arbitrator(s) have been selected, the  arbitrator(s) shall schedule the arbitration hearing to commence on a mutually convenient date. The hearing shall commence  no later than 25 calendar days after Equidata receives receipt of dispute from Marketing Affiliate and shall continue from day  to day until completed. The arbitrator(s) shall issue an award in writing no later than 10 calendar days after the conclusion of  the hearing. The arbitration award shall be final and binding on both parties.    3.   Operational Specifications. Marketing Affiliate and Equidata shall agree upon Operational Specifications pertaining to the  methodology and logistics of data transfer and database coordination. Upon mutual agreement as to the Operational  Specifications, they shall be deemed to be a part of this Agreement by way of an Exhibit. Both parties must agree upon any  changes to the Operational Specifications in writing. Any such changes will be deemed to be a part of the Operational  Specifications.    4.   Non-solicitation of Clients. Marketing Affiliate shall not directly or indirectly solicit an existing business customer of  Equidata during the term and condition of this Agreement other than for joint marketing purposes. Further, Marketing  Affiliate shall not market similar products from competing companies on any Web Site Landing Page containing the Equidata or Marketing Affiliate Web link as long as this Agreement is in effect.    5.   Compliance. Marketing Affiliate nor Equidata, shall engage in any practice or activity that is not in compliance with the Fair  Credit Reporting Act (FCRA), the Fair Debt Collection Practices Act (FDCPA) and the Health Insurance Portability and Accountability Act (HIPAA) as well as, but not limited to, any practice or activity that:

  5.1.   Violates any applicable law or regulation; including but not limited to the sale of illegal goods or the violation of export  control or obscenity laws; that invade the privacy of any third party; that are in any way connected with the  transmission of junk mail,  spam  or the unsolicited mass distribution of e-mail, or with any unethical marketing  practices.      5.2.   Is misleading, deceptive, confusing or abusive as outlined in the Telemarketing Fraud Prevention Act;      5.3.   Makes any representation or statement, or grants any warranty or creates any other obligation with respect to the  Services, that is in addition to or otherwise inconsistent with any representation, statement or warranty stated  expressly by Equidata.      5.4.   Uses Marketing Materials, media or methods that are not approved, including, but nor limited to telemarketing scripts.  Such approval shall not be unreasonably withheld and shall be completed within 48 hours of receipt of Marketing  Materials for review.      5.5.   Does not meet the standards for good industry practices for the direct marketing industry.      5.6.   Further guidelines and requirements are provided in Exhibit B and C.

6.   Audit. Equidata may audit, at Equidata's expense, the Marketing Affiliate's marketing, practices and activities for the  purpose of assuring compliance with this Agreement. Equidata reserves the right to site inspect Marketing Affiliate's  physical location of business at any time.    7.   Term and Termination. This Agreement commences on the Effective Date, and terminates, along with all licenses and  authorizations granted under it, upon the earliest of termination in accordance with the following.

  7.1.   This Agreement shall be for the term of one year; thereafter, the Agreement shall renew automatically under these same  terms and agreements unless superceded by future agreements.      7.2.   This Agreement may be terminated by either party with cause upon thirty (30) days written notice. Upon Marketing  Affiliate's default in payment or other breach of this Agreement, Equidata may terminate this Agreement without notice  to Marketing Affiliate. Upon termination for any reason, Equidata reserves the right to deactivate Marketing Affiliate's  access to the services including the Equidata Web Site. Termination does not release Marketing Affiliate from paying  all amounts owed to Equidata.      7.3.   At time of Agreement termination, Marketing Affiliate shall immediately remove all URL related data pertaining to said  Agreement; and if data is not voluntarily removed, Equidata reserves the right to use all available legal resources to  force the removal of Equidata URL related data and Marketing Affiliate agrees to be liable for the cost of such action,  including but not limited to reasonable attorney fees.      7.4.   Equidata reserves the right to terminate this Agreement immediately for cause if Experian, Equifax and/or TransUnion  (Credit Reporting Agencies — CRAs) decline to render Services to Marketing Affiliate for any reason or if Equidata is  notified by any of the CRAs to cease rendering Services to Marketing Affiliate.

8.   Representations and Warranties. Marketing Affiliate represents and warrants that:

  8.1   Marketing Affiliate does not engage in any business with respect to, and the Marketing Affiliate Web Site will not be  used, or display any materials, in any form or medium, in connection with a credit clinic, credit repair or restoration,  credit counseling firm, financial counseling firm, detective agency, private investigation, security services, practice of  law, news reporting or journalism, or fraudulent or unethical conduct.      8.2.   The information regarding Marketing Affiliate set forth in this Agreement, and the information provided to Equidata  with respect to Marketing Affiliate and the Marketing Affiliate Web Site, is accurate; and      8.3.   Marketing Affiliate's business, including without limitation any business conducted in connection with the Marketing

Source: STEEL VAULT CORP, 10-K, 12/24/2008





Affiliate Web Site, does not violate any applicable law, regulation, court order or material agreement to which  Marketing Affiliate is subject.      8.4.   Equidata warrants that it is an authorized provider of the Services as outlined in this Agreement and that it has the  ability to provide said Services in the manner described herein.                Page 2 of 3   Initials: /s/ IP

Source: STEEL VAULT CORP, 10-K, 12/24/2008







Accepted and Agreed:  Executive two (2) copies and return executed copies to:

9.   Indemnification. Equidata and Marketing Affiliate each hereby agree to defend, indemnify and hold harmless each other and  each of its employees, agents, officers, directors and shareholders from and against any claims, suits, demand or actions  arising from breach of any warranties under this Agreement or failure to provide Services under this Agreement.    10.   Proprietary Information. Marketing Affiliate and Equidata mutually acknowledge that from time to time Confidential  Information may be received by each. Confidential Information, includes, but is not limited to, Customer names and lists. The  Receiving Party may not disclose or use the Disclosing Party's Confidential and Proprietary Information for any reason other  than in the performance of this Agreement. It is agreed any information received or collected by Marketing Affiliate about its  Customers or potential Customers, including information used to enroll Customers is Proprietary as defined by this section  and will not be used by Equidata in any manner other than as outlined herein.    11.   Liability. MARKETING AFFILIATE ACKNOWLEDGES AND AGREES THAT ANY PRODUCT, SERVICE, LICENSE OR  PERMISSION PROVIDED BY EQUIDATA UNDER THIS AGREEMENT IS PROVIDED ON AN AS IS BASIS. EQUIDATA  EXPRESSLY DISCLAIMS ANY WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING OR PERFORMANCE, AND HEREBY DISCLAIMS AND  EXCLUDES FROM THIS AGREEMENT ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION  WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT,  NONINTERFERENCE WITH DATA, ACCURACY, OR THAT THE SERVICE IS ERROR FREE. IN NO EVENT WILL  EQUIDATA BE LIABLE FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES  INCLUDING WITHOUT LIMITATION LOST PROFITS OR OTHER ECONOMIC LOSS, LOST REIMBURSEMENTS, AND  LOST DATA, OR FOR ANY CLAIM BY ANY THIRD PARTY. EVEN IF EQUIDATA, MARKETING AFFILIATE OR BOTH  HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM, MARKETING AFFILIATE AGREES TO  DEFEND, INDEMNIFY AND HOLD HARMLESS EQUIDATA, AND EACH OF ITS EMPLOYEES, AGENTS, OFFICERS  AND DIRECTORS, FROM AND AGAINST ANY CLAIM, SUIT, DEMAND, OR ACTION, INCLUDING WITHOUT  LIMITATION ATTORNEY FEES, ARISING FROM (A) BREACH OF THIS AGREEMENT BY MARKETING AFFILIATE, (B)  THE MARKETING AFFILIATE WEB SITE, OR (C) MARKETING AFFILIATE'S BUSINESS.    12.   Miscellaneous. This Agreement binds and inures to the benefit of each party's permitted successors, assigns and legal  representatives, including the purchasers of the stock or assets of either party hereto. No delegation by either party of any  duty hereunder shall be deemed an assignment of this Agreement, nor shall any change in control or an assignment of by  operation of law by either party be deemed an assignment hereunder. Any failure or delay in exercising, or any single or  partial exercise of, any right or remedy by either party may not be deemed a waiver of any further, prior, or future right or  remedy hereunder. This Agreement is governed by and construed in accordance with the laws of the State of Virginia. All  notices required to be given in writing must be sent by overnight delivery service to the name and address designated in this  Agreement or to such other address that the receiving party may in advance designate by written notice. Notice is deemed effective on the day after delivery by the overnight carrier. If any provision of this Agreement is declared invalid, the other  provisions remain in full force and effect and this Agreement is deemed to be amended to replace, to the extent legally  possible, the rights and obligations contained in the invalid provision. The invalidity of any provision is not a failure of  consideration. The Parties shall operate as Independent Contractors in performing their obligations under the Agreement  and shall have exclusive control of the manner and means of performing such obligations. Each party shall be solely  responsible for supervision, daily direction and control of its employees and payment of their salaries, worker's  compensation, disability and other benefits. Nothing in the Agreement shall be construed as making either party the agent of  the other party, as granting to the other party the right to enter into any contract on behalf of the other party, or as  establishing an association, franchise, joint venture or partnership between the Parties. Under no circumstances shall the  employees of one party be deemed to be employees of the other for any purpose. This Agreement constitutes the entire  understanding of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous  agreements, statements and representations, oral or written, between the parties relating to the subject matter of the  Agreement. No representation or promise, or modification or amendment to this Agreement is binding on either party unless  in writing signed by authorized representatives of both parties.

                      Company Name: Equidata, Inc.  Marketing Affiliate Name: National Credit Report LLC                  Address: 724 Thimble Shoals Blvd. Newport News, VA 23606   Address: 7700 N Congress AVE, Suite 3113 Boca Raton, FL  33487                  Phone Numbers: 757-873-0519 / 800-288-9809   Fax: 757-873-1224   Phone Numbers: 561-910 8900

                 Email Address: Kchase@equidata.com  Email Address: ivan.posniak@nationalcreditreport.com                  Print Name: Kitty Chase     Print Name: Ivan Posniak      Title:   SVP     Title:  CEO      Signature:  /s/ Kitty Chase     Signature:  /s/ Ivan Posniak

              Page 3 of 3   Initials: /s/ IP

Source: STEEL VAULT CORP, 10-K, 12/24/2008 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
Output:
IN NO EVENT WILL  EQUIDATA BE LIABLE FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES  INCLUDING WITHOUT LIMITATION LOST PROFITS OR OTHER ECONOMIC LOSS, LOST REIMBURSEMENTS, AND  LOST DATA, OR FOR ANY CLAIM BY ANY THIRD PARTY.