|
GENERAL TERMS AND CONDITIONS FOR USE OF INFOGROUP MATERIALS
In this agreement (the "Agreement"), the words "you" and "your" refer to the party utilizing the Infogroup Materials and the term "Infogroup Materials" refers to any Materials or services (including, but not limited to data, research and reference materials) provided by Infogroup and/or its affiliated companies.
LIMITED LICENSE: Upon your acceptance of this Agreement and full and proper payment of all amounts due to Infogroup, Infogroup grants you a personal, nontransferable and nonexclusive license to possess and use the Infogroup 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 Infogroup Materials.
YOUR RESPONSIBILITIES:
Except to the extent specifically authorized in writing by Infogroup, you cannot share or sell the Infogroup Materials and you are responsible to Infogroup for any use of it. You agree and warrant that: a) you will not provide access to any portion of the Infogroup Materials to any unauthorized party without the prior written consent of Infogroup; b) you shall use your best efforts to prevent the misuse and unauthorized use of the Infogroup Materials; c) you will not use any Infogroup 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 Infogroup or its affiliated companies or refer to the use of Infogroup Materials in any advertisements, promotional or marketing material; and d) you shall indemnify and hold harmless Infogroup, 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 Infogroup Materials or the breach of this Agreement.
COMPLIANCE MONITORING AND ENFORCEMENT:
It is an express condition of this Agreement that in using the Infogroup 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. Infogroup further reserves the right to review materials 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.
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 OR COMPLETENESS OF THE INFOGROUP MATERIALS AND EXCEPT AS EXPLICITLY PROVIDED FOR BELOW, 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. IN LIEU OF ANY AND ALL SUCH WARRANTIES, INFOGROUP OFFERS TO YOU THE FOLLOWING LIMITED WARRANTY. YOU SHALL HAVE 14 DAYS AFTER RECEIPT OF THE INFOGROUP MATERIALS, TO INSPECT IT AND NOTIFY INFOGROUP OF ANY PROBLEMS OR MISTAKES. IF INFOGROUP HAS MADE A MATERIAL MISTAKE, THEN INFOGROUP WILL CORRECT THE MISTAKE AT NO ADDITIONAL CHARGE. IF YOU DON'T NOTIFY INFOGROUP OF ANY PROBLEMS OR MISTAKES WITHIN THE 14 DAY PERIOD INFOGROUP SHALL HAVE NO OBLIGATION WHATSOEVER TO YOU. YOU EXPRESSLY AGREE THAT INFOGROUP 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 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 OR SHOULD THIS LIMITED WARRANTY FAIL OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL INFOGROUP'S ENTIRE LIABILITY EXCEED THE TOTAL AMOUNT YOU PAID TO INFOGROUP 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 Infogroup 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 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, 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 Infogroup.
(d) Without limiting any other remedies it may have at law or in equity, Infogroup reserves the right to terminate this Agreement immediately without further notice if Infogroup has reason to believe Customer is not complying with this or any other express condition of use.
USE OF THE Infogroup MATERIALS PROVIDED CONSTITUTES YOUR CONSENT TO THIS AGREEMENT. DO NOT USE THE Infogroup MATERIALS IF YOU FIND THESE TERMS UNACCEPTABLE
Effective Date: June 1, 2009
|