By accessing the Website or Services, You represent and warrant that You have read and understood, and agree to be bound by these TOU and that You acknowledge the adequacy of consideration of this Agreement. Please review this document carefully, as it is a legally binding document between You and Data.com. BY ACCEPTING THIS AGREEMENT, EITHER THROUGH CLICKING ‘GO’ OR CLICKING A BOX INDICATING ACCEPTANCE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT EXECUTE AN ORDER FORM OR OTHERWISE ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. IF YOU DO NOT AGREE TO THESE TOU, YOU ARE PROHIBITED FROM ACCESSING THE WEBSITE AND THE SERVICES AND MUST EXIT IMMEDIATELY. To the maximum extent permitted and enforceable under applicable law, Data.com reserves the right to modify the terms and conditions of this Agreement at any time, effective upon the posting of an updated version of this Agreement. You are responsible for regularly reviewing this Agreement continued use of the Services after any such changes shall constitute Your consent to such changes. Updates to the TOU will be indicated by the "Effective Date" in the Introduction section of this Agreement. If You do not agree to such modifications and updates, please exit the Website and Services immediately.
The Website and Services are not targeted to, and should not be used by, persons under the age of 18. BY ACCESSING THE WEBSITE OR SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD, ARE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW, and are not barred from accessing the website or services under the laws of any applicable jurisdiction.
Subject to Your compliance with the terms and conditions of this Agreement, and any other agreement between You and Data.com , Data.com grants You a non-exclusive, non-sublicensable, non-assignable, revocable, non-transferable license to access the Website and Services. Except as expressly set forth herein, this Agreement grants You no rights in or to the intellectual property of Data.com, Data.com Connect, or any other party. In the event that You breach any provision of this Agreement, Your rights under this paragraph will immediately terminate. By accepting this license, You agree that all information contained in the Directory is the proprietary, confidential information of Data.com, that You will safeguard and protect such information, and that You will use the information in accordance with this Agreement’s Code of Conduct. Your obligations set forth in this Agreement shall survive termination of this Agreement. To the extent You elect to submit contact or company information (including portions thereof) to Data.com for inclusion in the Directory, You hereby grant Data.com a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Website and Services any such submitted information (including any portions thereof submitted by You) and distribute such information through the Website and Services.
This section sets forth the Data.com Connect Code of Conduct (the "Code"). All Members and Website Visitors must fully comply with this Code at all times. You certify, represent and warrant that You will not violate this Code.
Restrictions on Inputting Information. You shall not enter illegal or improper information into the Website or in or through the Services, including, without limitation, the following:
Use of Information Obtained via Website/Services. Data.com has no actual control over Your use of information outside the Website. You shall not access the Website or Services for any purposes or in any manner that is illegal or improper, including, without limitation, the following:
Acts against the Website/Services. You shall not attempt to or engage in potentially harmful acts that are directed against the Website or Services including, without limitation, the following:
Suspected Misuse and Penalties. Data.com may monitor the Website and Services for misuse of the Code. Data.com shall be the sole and final arbiter of suspected Code violations, misuse and penalty. For suspected violations, and without limiting any of its other remedies, Data.com reserves the right to immediately and without notice:
Separate and apart from contributing to the Directory, Data.com's Website may allow You to post content, such as messages, images, text, photos, graphics, audio, video or other material ("Your Creative Content") through message boards, forums, Member blogs or other interactive features. With respect to Your Creative Content, while You retain any and all of Your lawfully owned rights therein, You hereby grant Data.com a royalty-free, perpetual, irrevocable, worldwide transferable, non-exclusive and fully-sublicensable right and license to view, store, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display Your Creative Content (in whole or part) and/or to incorporate it in other works in any form, media, or technology now known or later developed, and to exercise the same rights with respect to such works. You also permit any Website Visitors of Data.com's Website to access, store, distribute, perform, reproduce and prepare derivative works of Your Creative Content. No compensation will be paid to You or to any other person or entity with respect to Your Creative Content.
Data.com may remove Your Creative Content at any time in its sole discretion. You are solely responsible at Your own cost and expense to create backup copies of Your Creative Content. Likewise, by accessing the Services You may be exposed to other Members’ Creative Content that You find offensive, indecent or objectionable -- You agree that You use the Website and Services at Your own risk.
You agree that Data.com is not under any obligation of confidentiality, express or implied, with respect to Your Creative Content. You represent and warrant that You own or otherwise control all necessary rights to Your Creative Content, that it does not violate or infringe upon the intellectual property rights of a third party, that it is accurate, that it does not contain libelous, defamatory or otherwise unlawful material, that it does not violate anyone’s rights to publicity or privacy, that it will not cause injury to any person or entity, that it does not otherwise violate this Agreement, and that You will indemnify Data.com and its service providers for all claims resulting from Your Creative Content.
As the provider of the Website, Data.com is only a forum and is not liable for any statements, representations, or omissions made through Your (or other Website Visitors’) Creative Content. Any opinions, advice, purported facts, or recommendations expressed therein are those of the Website Visitors who make them, and not those of Data.com; Data.com does not endorse any opinion, purported fact, recommendation or advice expressed therein. Likewise, it is Your responsibility to exercise due care and caution (for Your privacy, safety, and identity, among other concerns) when posting Your Creative Content or accessing the Website or Services.
The Website and all content and materials located thereon, including without limitation any Data.com names and logos (the "Data.com Marks"), the Services, Directory, designs, text, graphics and other files, and the selection, arrangement and organization thereof, are the intellectual property of Data.com or its licensors. Except as explicitly provided, neither the Website nor this Agreement grant You any right, title or interest in or to any such content or materials. The Data.com Marks are trademarks or registered trademarks of Data.com. Other trademarks, service marks, graphics, logos and domain names appearing on the Website may be the trademarks of third parties. The Website is Copyright © 2013 data.com. All Rights Reserved. Patents Pending. Moreover, except as expressly stated herein, or as expressly granted by Data.com in a signed writing, You have no intellectual property or other rights in the information You contribute to the Directory.
As Data.com asks others to respect its intellectual property rights, Data.com respects the intellectual property rights of others. You agree that You shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services. Likewise, if You have evidence, know, or have a good faith belief that Your rights or the rights of a third party have been violated and You want Data.com to delete, edit, or disable the material in question, You must provide Data.com with all of the following information:
The Landmark at One Market Suite 300
San Francisco, CA 94105
THE LIABILITY OF DATA.COM, ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, AND ITS LICENSORS AND SUPPLIERS, IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DATA.COM, ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY, INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO DATA.COM, ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, OR ITS LICENSORS AND SUPPLIERS) ARISING OUT OF OR RELATING TO YOUR USE OF THE WEBSITE OR SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF DATA.COM, ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, AND ITS LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES WILL NOT EXCEED THE GREATER OF $200.00 USD OR THE AMOUNT YOU HAVE PAID US IN THE LAST 12 MONTHS.
You agree to indemnify and hold Data.com, its directors, officers, employees and agents, and its suppliers, licensors, and service providers, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorneys' fees (collectively, "Claims"), arising out of or in connection with: (1) Your use of the Website or Services; (2) any violation of this Agreement (including, without limitation, the Code); (3) Your violation of any applicable law or the rights of any third party. Data.com will have the right, but not the obligation, to participate through counsel of its choice in any defense by You of any Claims as to which You are required to defend, indemnify, or hard harmless Data.com. You may not settle any Claims without the prior written consent of the concerned Data.com person or persons.
EXCEPT AS MAY OTHERWISE BE PROVIDED BELOW OR IN A SIGNED AGREEMENT BETWEEN YOU AND DATA.COM, THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THIS AGREEMENT OR YOUR ACCESS OF THE WEBSITE OR SERVICES SHALL BE FINAL AND BINDING ARBITRATION, except that: (a) to the extent that either of You or Data.com has in any manner infringed upon or violated or threatened to infringe upon or violate the other party's patent, copyright, trademark or trade secret rights, or You have otherwise violated the Code set forth above, then You and Data.com acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought; and (b) no disputes or claims relating to any transactions You enter into with a third party through the Website may be arbitrated.
Arbitration under this Agreement shall be conducted by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules and, in the case of consumer disputes, the AAA's Supplementary Procedures for Consumer Related Disputes ( the "AAA Consumer Rules") (collectively the "AAA Rules"). The location of the arbitration shall be in San Mateo, California, and the allocation of costs and fees for such arbitration shall be determined in accordance with such AAA Rules and shall be subject to the limitations provided for in the AAA Consumer Rules (for consumer disputes). The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.
This Agreement, including without limitation its construction and enforcement, shall be treated as though it were executed and performed in San Mateo, California, and shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law principles.
To the extent arbitration is not required under this Agreement, THE PROPER VENUE FOR ANY JUDICIAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE WEBSITE OR SERVICES WILL BE THE STATE AND FEDERAL COURTS IN SAN FRANCISCO, CALIFORNIA. IN CONNECTION WITH THIS SECTION, THE PARTIES HEREBY STIPULATE TO, AND AGREE TO WAIVE ANY OBJECTION TO, THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS, AND FURTHER EXPRESSLY SUBMIT TO EXTRATERRITORIAL SERVICE OF PROCESS.
To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE WEBSITE OR SERVICES SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER WEBSITE VISITORS, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by You related in any way to this agreement, the Website or Services be instituted more than one (1) year after the cause of action arose.
Attn: Legal Department
The Landmark at One Market Suite 300
San Francisco, CA 94105