BY OBTAINING, USING OR PAYING FOR ANY CONTENT OR INFORMATION FROM PREMIER DATA DIRECT, YOU AGREE TO BE BOUND AND COMPLY WITH ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS AGREEMENT, DO NOT OBTAIN OR USE ANY CONTENT OR INFORMATION FROM PREMIER DATA DIRECT
This Agreement (the "Agreement") is made by and between Premier Data Direct, Inc. ("Company"), and you ("Customer"). This Agreement provides the terms and conditions pursuant to which Customer may access and use (i) webpages, files, lists, information, features and other content made available on or through this website and (ii) any list search tools or services made available through the website and the results of any search made using such list search tools or services (both (i) and (ii) collectively, the "Products").
1. Grant of License. Subject to the terms and conditions of this Agreement, Company grants to Customer a non-exclusive, non-transferable, revocable, limited license, without the right to sublicense, to access and use the Products solely in connection with Customer's internal business operations, and for the specific purposes for which such Products are provided, and expressly as limited in the website and the terms and conditions herein. The Company and its licensors reserve all rights not expressly granted to Customer herein, and no other rights and licenses are granted or will be deemed to be granted hereunder. Customer does not have the right to assign, transfer or sublicense to any third party any of the rights or licenses granted herein without the Company's prior written consent. Customer agrees that it is licensing the Products for its end use only and not for resale or redistribution. Any and all licenses granted hereunder shall terminate immediately upon termination of this Agreement.
Customer represents, warrants, and covenants that it shall not use or permit the Products to be used: (i) in violation of any applicable federal, state or local laws, rules or regulations, including, without limitation, those concerning privacy, telephone solicitation, facsimile broadcast, e-mail transmission, direct marketing (including the Direct Marketing Association Guidelines), consumer lending and employment; (ii) for the propagation of worms or viruses, (iii) to violate the rights of others (including, without limitation, intellectual property or privacy rights), or (iv) in an abusive or inappropriate way, including, without limitation, in a way that is defamatory, libelous, pornographic, obscene, threatening, or constitutes hate speech. Customer acknowledges that it is Customer's sole responsibility to determine the applicability of any such laws, rules and regulations. Customer shall be solely responsible for the use of the Products and information contained therein.
Company does not represent or warrant that the Products will be error-free or that defects in the Products will be corrected, or that they will always be accessible. Company does not represent or warrant that the information available on or through the Products will be complete, correct, accurate, timely, or otherwise reliable. Company may modify its features, functionality or content at any time.
3. Proprietary Rights. All right, title and interest (including without limitation intellectual property rights) in the Products shall remain in Company and/or its suppliers. Customer acknowledges the foregoing and will not take any action to jeopardize, limit, or interfere in any manner with Company's or its suppliers' ownership of such rights.
4. Telephone Data Disclaimer. Without limiting the generality of the disclaimers set forth below in paragraph 5, Customer acknowledges that telephone numbers that may be a part of any Products or otherwise obtained through the Company's websites, are not pre-scrubbed, checked or verified against any state or federal Do Not Call list or similar registry. The telephone numbers provided by Company may be on a state or federal Do Not Call list or similar registry and it is solely Customer's responsibility to remove such telephone numbers prior to using any Products. Customer acknowledges it will be responsible for substantial penalties, including fines up to $11,000 per violation, for its use of telephone numbers that appear on a state or federal Do Not Call list or similar registry. Company shall have no liability or responsibility for any claims, losses, or damages arising or resulting from Customer's use of telephone numbers provided by Company. Customer may obtain a list of the telephone numbers, by area code, on the federal Do Not Call list by obtaining a Subscription Account Number. For more information on obtaining a Subscription Account Number, visit the national Do Not Call website at https://telemarketing.donotcall.gov.
5. Disclaimer of Warranty. THE PRODUCTS ARE PROVIDED ON AN "AS IS" BASIS. COMPANY MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE PRODUCTS IS AUTHORIZED HEREUNDER EXCEPT SUBJECT TO THIS DISCLAIMER.
6. Limitation of Liability. COMPANY SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM INTERRUPTION OF BUSINESS OR LOSS OF ANTICIPATED PROFITS, REVENUES, DATA OR BENEFITS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF THE ACTION (CONTRACT, TORT, WARRANTY OR OTHERWISE). IN NO EVENT WILL COMPANY BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY DEFAULT OF COMPANY HEREUNDER, REGARDLESS OF THE FORM OF THE ACTION. TO THE EXTENT THAT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED UNDER APPLICABLE LAW, COMPANY'S LIABILITY FOR DAMAGES SHALL NOT EXCEED THE GREATER OF (I) US$ 100.00 AND (II) THE MINIMUM AMOUNT PERMISSIBLE UNDER APPLICABLE LAW.
7. Indemnification. Customer shall indemnify, defend and hold harmless Company, and its owners, officers, directors, employees, agents and affiliates (collectively, "Company Parties"), against any loss, liability, damage, cost or expense, including reasonable attorneys' fees, suffered or incurred by any Company Party, arising out of or in any way related to: (i) Customer's breach of this Agreement, including, without limitation, the Customer's representations, warranties and covenants set forth in Section 2, and (ii) Customer's use of telephone numbers that appear on any state or federal Do Not Call list or similar registry.
8. Termination and Payment. Company, in its sole discretion and without any liability or notice to Customer, may at any time deny access to the Products or any portion thereof for the purpose of website maintenance or other business needs. Company reserves the right to suspend access to the Products and/or to terminate this Agreement without notice if Company believes that Customer has breached any obligation herein or is otherwise violating any law, or any policy or agreement of Company. Sections 2, 3, 5, 6, 7, 8, 9 and 10 shall survive expiration or termination of this Agreement. Customer agrees to pay Company a fee or multiple fees in accordance with the billing terms in effect at the time a fee is due and payable. Any and all fees are nonrefundable. Customer's acceptance of this Agreement constitutes its authorization for Company to charge the credit/debit card provided by Customer either for Products ordered in a single transaction, or automatically on a recurring basis for subscription based Products, as applicable. Customer agrees to provide Company with complete and accurate billing and contact information, including: name, street address, e-mail address, and name and telephone number of authorized billing contact. Customer agrees to provide Company with updated information within 20 days of any change to such billing information. If Customer's billing information is determined to be fraudulent or incorrect, Company may immediately terminate this Agreement, and it reserves the right to pursue any and all legal remedies. If Customer's payment is declined, Company may restrict Customer's ability to use the payment method that was declined.
9. Cost of Collection and Enforcement. ANY INDIVIDUAL AGENT, OFFICER OR REPRESENTATIVE OF CUSTOMER THAT SIGNS OR VALIDATES THIS AGREEMENT ON BEHALF OF CUSTOMER MAKES A PERSONAL GUARANTY TO BE HELD JOINTLY AND SEVERALLY LIABLE FOR ANY BREACH OF THIS AGREEMENT BY CUSTOMER. All payments not paid in full when due shall incur interest at the rate of one and one-half percent (1.5%) per month. Customer agrees to reimburse Company for all costs and expenses, including but not limited to, reasonable attorneys' fees and costs of collection, incurred by Company in connection with the enforcement of this Agreement or any provision hereof.
10. Miscellaneous. (a) This Agreement shall be governed by the laws of the State of California, without regard to its principles of conflicts of laws. Both Company and Customer agree that any action, suit, or other legal proceeding regarding any matter arising out of or relating to any provision of this Agreement, or otherwise relating to the sale of the Products shall be commenced only in the state or federal courts located within Ventura County, California, and each party to this Agreement consents to the exclusive jurisdiction of such courts. (b) Customer may not assign this Agreement or its rights and duties hereunder. Company may assign this Agreement. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. (c) The terms herein (together with the policies explained within Company's Privacy Statement) sets forth the entire understanding between Customer and Company and supersedes all previous agreements, provisions or representations relating to the foregoing. (d) Company may modify the terms and conditions of this Agreement by informing Customer upon Customer's accessing the Products that the terms of the Agreement have been amended and giving Customer the opportunity to view the Agreement as amended. Customer's continued use of the Products after such notification shall constitute Customer's acceptance of the terms and conditions of this Agreement as amended. If Customer does not agree to the Agreement as amended, Customer shall cease to use or access the Products. (e) If any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision, and this Agreement shall be reformed, construed and enforced as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein. (f) No delay or omission of Company in exercising any right under this Agreement will operate as a waiver of that or any other right. (g) The email address provided by Customer upon registering for the website or purchasing Products shall be regarded as the address for delivery of notices according to this Agreement unless Customer updates the email address and receives confirmation from Company of such change.
Last Updated January 21, 2008.