General Terms and Conditions for use of Infogroup Materials
THESE TERMS AND CONDITIONS ARE ONLY APPLICABLE IN THE ABSENCE OF A SEPARATE LICENSE AGREEMENT BETWEEN YOU AND INFOGROUP THAT GOVERNS YOUR USE OF THE INFOGROUP MATERIALS ACCESSIBLE UPON YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.
GENERAL TERMS AND CONDITIONS FOR USE OF DATA AXLE™ AND INFOGROUP DATA
As used in these General Terms and Conditions (hereafter, the “Agreement”), the words “you” and “your” refer to the person or entity utilizing Infogroup’s Data Axle™ data management platform and/or API (application programming interface) (collectively, the “Data Axle”), and any proprietary database content (“Data”) accessed via the Data Axle (the Data Axle and Data, collectively, is referred to as the “Infogroup Materials”). USE OF THE INFOGROUP MATERIALS CONSTITUTES YOUR ACKNOWLEDGEMENT, ACCEPTANCE, AND CONSENT TO THIS AGREEMENT. DO NOT USE THE INFOGROUP MATERIALS IF YOU FIND THESE TERMS AND CONDITIONS UNACCEPTABLE.
Data Axle Free Trial Users:
Upon your acceptance of this Agreement, Infogroup grants you a personal, revocable, nontransferable and nonexclusive license to use the Infogroup Materials solely for your internal evaluation purposes in strict accordance with the terms of this Agreement and any other written agreement(s) you may have entered into with Infogroup with respect to the Infogroup Materials. Upon expiration or termination of this Agreement, you shall immediately discontinue your use of the Infogroup Materials. Infogroup retains all ownership rights (including intellectual property rights) in the Infogroup Materials, and you will obtain only such rights as are explicitly granted in this Agreement and any other written agreement(s) you may have entered into with Infogroup with respect to the Infogroup Materials accessed.
Your trial use of the Infogroup Materials is limited to accessing not more than 50,000 Data records. Once you reach this limit, your access to the Infogroup Materials will be automatically disabled. Infogroup also reserves the right to disable your access to the Infogroup Materials at any time for any reason. Infogroup reserves the right to change this record limit at any time in its sole discretion without notice to you.
Data Axle Non-Free Trial Users:
Upon your acceptance of this Agreement and, if applicable, full and proper payment of any amounts due to Infogroup, Infogroup grants you a personal, revocable, nontransferable and nonexclusive license to possess and use the Infogroup Materials solely for your direct marketing, research, or reference purposes in strict accordance with the terms of this Agreement and any other written agreement(s) you may have entered into with Infogroup with respect to the Infogroup Materials.
By accepting the license applicable to you, you acknowledge and agree that Infogroup retains all ownership rights (including intellectual property rights) in the Infogroup Materials, and you will obtain only such rights as are explicitly granted in this Agreement and any other written agreement(s) you may have entered into with Infogroup with respect to the Infogroup Materials accessed.
TERMINATION OF LICENSES
The license rights granted to you above to use the Infogroup Materials will automatically terminate when your Data Axle access credentials are disabled, at which time you shall immediately discontinue your use of the Infogroup Materials including, without limitation, any Data accessed by you during the term of your license.
You shall (a) ensure that all copies of the Infogroup Materials and any related data and information is deleted from your computers and the computers of any service provider or third party who processed Infogroup Materials for you; (b) cease any and all use of the Infogroup Materials; (c) return all copies, whether in print, tape or other media, or all or any part of the Infogroup Materials to Infogroup no later than five (5) days after termination of this Agreement; and (d) certify in writing within ten (10) days after termination of this Agreement that you and your service providers have deleted or returned to Infogroup all copies of the Infogroup Materials.
Data Usage Restrictions:
Unless otherwise expressly agreed by Infogroup in writing, you agree and warrant that: (a) you will not provide access to any portion of the Data to any third party; (b) you will not use any automated means, including, without limitation, agents, robots, scripts or spiders, to access, monitor, use or copy the Data; (c) you shall use your best efforts to prevent the misuse and unauthorized use of the Data; (d) you will not use any Data for consumer credit purposes, consumer insurance underwriting, employment screening purposes, tenant screening purposes, or for any other purpose(s) covered by the federal Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.) or any similar statute or regulation; (e) you shall not name Infogroup or its affiliated companies or refer to the use of Data in any advertisements, promotional or marketing material; and (f) you shall not use the Data to compile any database or other compilation of information used in a manner in connection with a competitive product or service.
You shall indemnify and hold harmless Infogroup, its affiliated companies and their respective officers, directors, employees and agents ("Indemnified Parties") against any loss, liability, damage, cost or expense (including, but not limited to, reasonable attorneys' fees and legal costs) suffered or incurred by any Indemnified Party, arising out of or in any way related to your use of the Infogroup Materials or the breach of this Agreement. You are required to use the security procedures currently or hereafter maintained by Infogroup to confirm that only authorized users have access to the Infogroup Materials. You are prohibited from utilizing alter-egos or other disguised identities when accessing the Infogroup Materials. By using the Infogroup Materials you are representing that you are of legal age (18 years and over) and of legal competence to enter into a binding agreement with Infogroup and are not otherwise prohibited from using or receiving the Infogroup Materials pursuant to the laws of the local or national jurisdiction from which you are accessing or using Infogroup Materials. If you are not able to make the representations in the preceding sentence you are prohibited from using the Infogroup Materials; however, any unauthorized use of the Infogroup Materials by you shall be subject to these terms and conditions until such unauthorized use has been terminated.
COMPLIANCE MONITORING AND ENFORCEMENT
It is an express condition of this Agreement that in using the Infogroup Materials: (a) you fully comply at all times with the terms of this Agreement and all applicable federal, state, foreign and local statutes and regulations, including, but not limited to, laws and regulations regarding telemarketing, email, fax marketing, customer solicitation and privacy; (b) that you shall comply with all applicable Direct Marketing Association guidelines; and (c) Infogroup further reserves the right to review and revise materials provided by you or to be used by you in promotions to ensure that your use of the Infogroup Materials is both appropriate and in accordance with the permitted uses of the Infogroup Materials; however, Infogroup's failure to review any such materials shall not constitute Infogroup’s acceptance of the materials or in any other way waive any rights Infogroup may have or limit any obligations you may have with regard to the use of the Infogroup Materials. Infogroup may also randomly monitor (through seeding and other means) your use of the Infogroup Materials to ensure that your use is in accordance with the permitted uses of the Infogroup Materials. If such monitoring indicates you are not in compliance with this Agreement or if fraudulent activity is suspected, Infogroup reserves the right to take such action as it deems necessary. You acknowledge that any unauthorized use of the Infogroup Materials may cause irreparable harm and injury to Infogroup for which there is no adequate remedy at law. In addition to all other remedies available under this Agreement, at law or in equity, you further agree that Infogroup may be entitled to injunctive relief in the event you use the Infogroup Materials in violation of the limited license granted hereunder.
You shall permit Infogroup to audit your records relating to your obligations as set forth in this Agreement, at Infogroup’s expense and upon thirty (30) days’ notice. The right granted under this paragraph shall exist during the term of your license to the Infogroup Materials and for one year thereafter. Upon concluding any audit, Infogroup shall notify you of the results. In the event that Infogroup notifies you that an adjustment must be made to the royalties and/or fees previously paid by you, the Parties shall in good faith, use their best efforts to agree upon the amount of any such adjustment. Any such adjustment shall be paid within five (5) business days after such agreement is reached. In the event the Parties agree that the total amount of royalties and/or fees previously paid was less than the amount required to be paid under this Agreement and such deficiency is ten percent (10%) or more of the amount previously paid, you shall pay the reasonable audit costs incurred by Infogroup, including all reasonable out-of-pocket expenses.
EXCLUSIVE LIMITED WARRANTY AND LIMITATION OF LIABILITY
ALL INFOGROUP MATERIALS ARE PROVIDED ON A STRICTLY "AS IS" BASIS. INFOGROUP DOES NOT ASSURE OR WARRANT THE CORRECTNESS, COMPREHENSIVENESS, ACCURACY OR COMPLETENESS OF THE INFOGROUP MATERIALS AND INFOGROUP EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY NATURE, EXPRESS, IMPLIED OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND/OR FITNESS FOR A PARTICULAR PURPOSE. YOU EXPRESSLY AGREE THAT INFOGROUP SHALL NOT BE LIABLE FOR LOSSES, DAMAGES, OR INJURIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO GENERAL, SPECIAL, INCIDENTAL, AND/OR CONSEQUENTIAL DAMAGES CAUSED IN WHOLE OR IN PART BY THE USE OF THE INFOGROUP MATERIALS, WHETHER SUCH DAMAGES ARE ASSERTED IN AN ACTION BROUGHT IN CONTRACT, IN TORT OR PURSUANT TO SOME OTHER THEORY AND WHETHER THE POSSIBILITY OF SUCH DAMAGES WAS MADE KNOWN OR WAS FORESEEABLE. IN NO EVENT SHALL INFOGROUP HAVE ANY MONETARY LIABILITY TO YOU UNDER THIS AGREEMENT. THIS DISCLAIMER OF WARRANTIES IS AN ESSENTIAL CONDITION OF THE AGREEMENT.
(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, United States of America without regard to any conflicts of law principles. Additionally, any action relating to any provision of this Agreement or your use of the Infogroup Materials shall be brought within the jurisdiction of the courts located within Douglas County, Nebraska, United States of America. You will pay all costs and expenses, including reasonable attorneys' fees, that Infogroup incurs in any action to enforce your obligations under this Agreement. This Agreement, and the rights and obligations of the parties under this Agreement will not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods. The parties further have expressly requested that this Agreement be drawn up in the English language. Les parties aux présents ont expressément exige que la présente Convention et ses Annexes soient rédigées en langue anglaise.
(b) The terms and conditions set forth in this Agreement, along with any additional terms which may be provided which relate to the specific Infogroup Materials provided constitute the entire agreement between you and Infogroup on the subject matter. Any additional or different terms or conditions in any other document shall be of no effect unless expressly consented to in writing by Infogroup.
(c) Infogroup may terminate this Agreement, or amend or eliminate these terms and conditions at any time, with or without notice or cause. Infogroup may discontinue, temporarily or permanently, the Infogroup Materials, or any part thereof, with or without prior notice to you. Upon termination, your right to access the Infogroup Materials will immediately cease.
(d) Without limiting any other remedies it may have at law or in equity, Infogroup reserves the right to terminate your access to the Infogroup Materials without further notice if Infogroup has reason to believe that you are not complying with this or any other express condition of use.