These general terms and conditions are part of the contract to which they are attached (the “Agreement”) and apply to your use of any marketing or email data or services provided by United Data Labs or its affiliated companies (“United Data Labs”), which data or services are referred to collectively as the “Data.”
The term “United Data Labs Property” means all programs, files, systems, documentation, information, content, graphics, page layouts, site designs, user interfaces utilized or provided by United Data Labs, work product produced by United Data Labs, and derivate works of any of the foregoing, including, without limitation, the website or websites made available to you by United Data Labs, any HTML programming performed as part of providing you with Data and any other special programs, functionalities, interfaces and other work product, ideas, concepts or techniques which United Data Labs may develop, use or rely upon in providing the Data to you.
All United Data Labs Property shall be and will remain the property of United Data Labs.
As between you and United Data Labs, United Data Labs shall be the sole and exclusive owner of all patents, copyrights, trademarks, trade secrets and other intellectual property rights in and to the United Data Labs Property and the Data.
Upon your execution of the Agreement and the payment of all amounts due United Data Labs, you are granted a personal, nontransferable and nonexclusive license to use the Data solely for your direct marketing, market research and customer prospecting purposes, in strict accordance with the terms of the Agreement. Upon expiration or termination of the Agreement, you shall discontinue use of the Data and, as requested by United Data Labs, either
Return the Data to United Data Labs without retaining any copies thereof or any notes or other information thereon or
Provide a certificate, executed by you, in form and substance satisfactory to United Data Labs, that the Data has been destroyed in such a manner to render the Data permanently unreadable and unrecoverable.
Unless specifically authorized in advance and in writing by United Data Labs, you will not share, sell, transfer or otherwise make the Data available to any third person or entity and you will use your best efforts to prevent the misuse or unauthorized use of the Data by any third person or entity.
You will not name or refer to United Data Labs or your use of the Data in any of your advertisements or promotional or marketing materials.
You will not use the Data for consumer credit purposes, underwriting consumer insurance, employment purposes, tenant screening purposes, for any other purpose covered by the federal Fair Credit Reporting Act or for any other purpose not expressly authorized by the Agreement.
Your use of the Data will comply with all applicable federal, state, local and foreign laws, statutes, rules and regulations (“Laws”), including Laws regarding telemarketing, email and facsimile marketing, customer solicitation and all applicable guidelines of the Direct Marketing Association (“DMA”). If you are not a member of the DMA, you will use your best efforts to comply with the DMA’s guidelines.
Your use of any email Data will comply with all applicable laws, including the CAN-SPAM Act, COPPA, and any State Registry laws.
United Data Labs reserves the right to review your use of the Data to ensure compliance with this Agreement, but any failure of United Data Labs to review such use will not constitute acceptance of such use or waive any of United Data Labs’s rights hereunder or limit any of your obligations with respect to the Data. At any time upon at least 3 days’ notice, United Data Labs may audit your records to determine whether you are in compliance with this Agreement and you will make available to United Data Labs or its representatives all records necessary for the conduct of such an audit.
The data is provided on a strictly “as is” basis. United Data Labs does not assure or warrant the correctness, comprehensiveness or completeness of the data and, except as provided in the next sentence, United Data Labs disclaims any and all warranties of any nature, express or implied, including any warranties of merchantability or fitness for a particular purpose. You have 14 days from your receipt of the data to inspect it and notify United Data Labs of any problems or mistakes in the data and if you so notify United Data Labs within that 14-day period, the problem or mistake will be corrected at no additional charge to you.
Except as provided in the last sentence of Section 5, United Data Labs will not be liable for any claim, demand, loss, liability, damage, injuries, cost or expense (including reasonable attorneys’ fees and legal costs), whether general, direct, special, incidental, consequential or other damage caused in whole or in part or directly or indirectly by any use of the Data or any alleged or actual failure by United Data Labs to comply with the terms of the Agreement, whether or not any such damages were foreseeable or whether United Data Labs was advised of the possibility of such damages. United Data Labs’s maximum liability under the last sentence of Section 5 will not exceed the amount you paid United Data Labs under the Agreement within the 12 months preceding the event which gave rise to United Data Labs’s liability.
You shall indemnify, defend and hold harmless United Data Labs, its stockholders, directors, officers, employees, independent contractors and agents against any claim, demand, loss, liability, damage, injury cost or expense (including attorneys’ fees and legal costs) which arises, directly or indirectly, out of your act or omission with respect to the Data or any violation of the Agreement or any violation of Laws.
You acknowledge that, given the technical nature of resources United Data Labs requires to provide the Data to you, temporary interruptions may occur in the provision of Data and that any such interruptions shall not result in United Data Labs having any liability to you or others and shall not suspend or eliminate your payment obligations to United Data Labs or provide you with any refund rights for amounts previously paid to United Data Labs.
You may not assign your rights or obligations under the Agreement to any other person or entity without the prior written consent of United Data Labs, whether by operation of law or otherwise, and any attempt to do so shall be void.
In addition to all other legal rights and remedies available to United Data Labs for any apparent, threatened or actual breach or violation of the Agreement by you, United Data Labs has the right to terminate the Agreement and demand immediate return or destruction of the Data at any time if United Data Labs believes you are not complying in full with the Agreement.
The Agreement shall be governed by and construed under the laws of the State without regard for the principles of conflicts of law of that State or any other state. Any litigation or other dispute relating to or arising under the Agreement shall only be brought in the state or federal courts and you agree to submit to the exclusive jurisdiction of those courts and waive any objections to the venue of any such proceeding in those courts.
Payment: You agree to pay United Data Labs a fee in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. Fees charged are nonrefundable. In the case of subscription products, the subscription term shall be effective for the agreed-upon period, after which the subscription term shall automatically renew for the specified renewal period (if any) at the then-current subscription price.
Recurring Billing: Your acceptance of these terms constitutes your authorization to United Data Labs to automatically charge the credit/debit card provided by you, and in the case of subscription products, to continue charging the credit/debit card at the agreed-upon intervals during the term of the subscription. You agree to provide United Data Labs with complete and accurate billing and contact information and to update that information with thirty (30) days of any change to the billing information. Failure of the recurring payment process does not absolve your payment obligations.
Interest Charges: There will be interest charges on any amounts which you fail to pay when due at the rate of 1.5% a month, or such lower rate as may be equal to the maximum rate allowed by applicable law, on the unpaid amount.
The Agreement contains the entire understanding between you and United Data Labs and supersedes any prior understandings or agreements, oral or written, relating to the subject matter of the Agreement. The Agreement may only be amended by a document signed by you and United Data Labs. No waiver of any breach of the Agreement shall be deemed a waiver of a future breach, whether of a similar or different nature, and no waiver shall be effective unless in writing signed by the waiving party.
The Agreement may be executed in its original, by facsimile or in electronically transmitted portable document format and it may be executed in any number of counterparts, each of which shall be deemed an original of the same document.