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.
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
the Infogroup Materials. 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 will not use any automated means, including
without limitation agents, robots, scripts or spiders, to access, monitor, use or
copy the Infogroup Materials; c) you shall use your best efforts to prevent the
misuse and unauthorized use of the Infogroup Materials; d) 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; e) you shall not name Infogroup or its affiliated companies
or refer to the use of Infogroup Materials in any advertisements, promotional or
marketing material; f) to the extent that you provide information to Infogroup to
be incorporated into the Infogroup Materials, you have legally sufficient rights
to such information, you have not converted, misappropriated or otherwise wrongfully
secured such information, such information does not infringe or violate the intellectual
property rights of any third party, and such information is accurate and correct;
and g) 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, including
without limitation your provision of information to Infogroup in connection with
your use of the Infogroup Materials, or the breach of this Agreement. You acknowledge
and agree that any information provided by you to Infogroup in connection with your
use of the Infogroup Materials may be used for Infogroup’s business purposes, including
without limitation the use of such information in connection with any of Infogroup’s
products or services, and that Infogroup may edit or delete such information without
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; b) that you and any authorized users 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.
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 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 MAKE COMMERCIALLY REASONABLE EFFORTS
TO CORRECT THE MISTAKE AT NO ADDITIONAL CHARGE. IF YOU DO NOT 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, SPECIAL,
INCIDENTAL, AND/OR CONSEQUENTIAL DAMAGES CAUSED IN WHOLE OR IN PART BY THE USE OF
THE INFOGROUP MATERIALS, INCLUDING WITHOUT LIMITATION INFOGROUP’S COMMERCIAL USE
OF INFORMATION PROVIDED BY YOU IN CONNECTION WITH YOUR 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.
(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 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, 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 CONSTITUTES YOUR CONSENT TO THIS AGREEMENT. DO
NOT USE THE INFOGROUP MATERIALS IF YOU FIND THESE TERMS AND CONDITIONS UNACCEPTABLE.
Effective Date: October 18, 2011