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GENERAL
TERMS AND CONDITIONS FOR USE OF infoUSA MATERIALS
In this agreement (the "Agreement"), the words "you" and "your" refer to the
party utilizing the infoUSA Materials and the term "infoUSA Materials" refers
to any Materials or services (including, but not limited to data, research and
reference materials) provided by infoUSA and/or its affiliated companies.
LIMITED LICENSE: Upon your
acceptance of this Agreement and full and proper payment of all amounts due to
infoUSA, infoUSA grants you a personal, nontransferable and nonexclusive
license to possess and use the infoUSA Materials solely for your direct
marketing, research, reference or customer prospecting purposes in strict
accordance with the terms of this Agreement for a maximum period of (1) year,
unless otherwise specified. Upon expiration or termination of
this Agreement, you shall immediately discontinue your use of the infoUSA
Materials.
YOUR RESPONSIBILITIES: Except
to the extent specifically authorized in writing by infoUSA, you cannot share
or sell the infoUSA Materials and you are responsible to infoUSA for any use of
it. You agree and warrant that: a) you will not provide access to any portion
of the infoUSA Materials to any unauthorized party without the prior written
consent of infoUSA; b) you shall use your best efforts to prevent the misuse
and unauthorized use of the infoUSA Materials; c) you will not use any infoUSA
Materials for consumer credit purposes, consumer insurance underwriting,
employment 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; c) you shall not name infoUSA or
its affiliated companies or refer to the use of infoUSA Materials in any
advertisements, promotional or marketing material; and d) you shall indemnify
and hold harmless infoUSA, its affiliated companies and their respective
officers, 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 infoUSA Materials or
the breach of this Agreement.
COMPLIANCE MONITORING AND ENFORCEMENT:
It is an express condition of this Agreement that in using the infoUSA
Materials: a) you and any authorized users shall fully comply 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; and b)
you and any authorized users shall comply with all applicable Canadian Marketing
Association ("CMA") guidelines and Direct Marketing Association ("DMA") guidelines,
if you or your authorized users are CMA or DMA members. If you or your authorized
users are not CMA or DMA members, you and your authorized users are encouraged to
comply with all applicable CMA and DMA guidelines; and c) that you and any authorized
users shall comply with the Canadian Radio-Television & Telecommunications Commission.s
regulations regarding the use of Automatic Dialing-Announcing Devices and Conditions
for Unsolicited Live Voice and Facsimile Calls for the Purpose of Solicitation as amended
from time to time.
infoUSA further reserves the right to review materials to be used by you in
promotions to ensure that your use of the infoUSA Materials is both appropriate
and in accordance with the permitted uses of the infoUSA Materials; however,
infoUSA's failure to review any such materials shall not constitute infoUSA's
acceptance of the materials or in any other way waive any rights infoUSA may
have or limit any obligations you may have with regard to the use of the
infoUSA Materials. infoUSA may also randomly monitor (through seeding and other
means) your use of the infoUSA Materials to ensure that your use is in
accordance with the permitted uses of the infoUSA Materials.
EXCLUSIVE LIMITED WARRANTY AND
LIMITATION OF LIABILITY: ALL INFOUSA MATERIALS ARE PROVIDED ON A
STRICTLY "AS IS" BASIS. INFOUSA DOES NOT ASSURE OR WARRANT THE CORRECTNESS,
COMPREHENSIVENESS OR COMPLETENESS OF THE INFOUSA MATERIALS AND EXCEPT AS
EXPLICITLY PROVIDED FOR BELOW, INFOUSA 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. IN LIEU OF ANY AND ALL SUCH WARRANTIES,
INFOUSA OFFERS TO YOU THE FOLLOWING LIMITED WARRANTY. YOU SHALL HAVE 14 DAYS
AFTER RECEIPT OF THE INFOUSA MATERIALS, TO INSPECT IT AND NOTIFY INFOUSA OF ANY
PROBLEMS OR MISTAKES. IF INFOUSA HAS MADE A MATERIAL MISTAKE, THEN INFOUSA WILL
CORRECT THE MISTAKE AT NO ADDITIONAL CHARGE. IF YOU DON'T NOTIFY INFOUSA OF ANY
PROBLEMS OR MISTAKES WITHIN THE 14 DAY PERIOD INFOUSA SHALL HAVE NO OBLIGATION
WHATSOEVER TO YOU. YOU EXPRESSLY AGREE THAT INFOUSA SHALL NOT BE LIABLE FOR
LOSSES, DAMAGES, OR INJURIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO GENERAL,
DIRECT, SPECIAL, INCIDENTAL, AND/OR CONSEQUENTIAL DAMAGES CAUSED IN WHOLE OR IN
PART BY THE USE OF THE INFOUSA 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 OR
SHOULD THIS LIMITED WARRANTY FAIL OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL
INFOUSA'S ENTIRE LIABILITY EXCEED THE TOTAL AMOUNT YOU PAID TO INFOUSA UNDER
THIS AGREEMENT.
GENERAL:
(a)This Agreement shall be governed and construed by 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 infoUSA Materials shall be brought within the
jurisdiction of the courts located within Douglas County, Nebraska, United
States of America. 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 présentes 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 infoUSA
Materials provided constitute the entire agreement between you and infoUSA on
the subject matter. Any additional or different terms or conditions in any
other document, including without limitation any of your purchase orders, shall
be of no effect.
(c) This policy may be amended from time to time at the discretion of infoUSA.
(d) Without limiting any other remedies it may have at law or in equity,
infoUSA reserves the right to terminate this Agreement immediately without
further notice if infoUSA has reason to believe Customer is not complying with
this or any other express condition of use.
USE OF THE infoUSA MATERIALS PROVIDED CONSTITUTES YOUR CONSENT TO THIS
AGREEMENT. DO NOT USE THE infoUSA MATERIALS IF YOU FIND THESE TERMS
UNACCEPTABLE
Effective Date: June 1, 2009
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