Terms for CompassGlobal Services Inc
- Use of Services
- Term & Termination
- Customer Data
- Intellectual Property
- Disclaimers and Liability
Appendix 1: AdditionalCoverage Terms
Appendix 2: U.S.Government Customer Additional Terms
“Add-Ons” meansadditional product enhancements (including limit increases, capacity packs, andother add-ons) that are made available for purchase and are listed in the‘Add-Ons and Technical Limits’ section of our Products and Services Catalog.
“Affiliate” means anyentity which directly or indirectly controls, is controlled by, or is undercommon control with a party to this Agreement. For purposes of this definition,control means direct or indirect ownership or control of more than 50% of thevoting interests of the subject entity.
“Agreement” or“Customer Terms of Service” means these Master Terms and all materials referredor linked to here.
“Billing Period” meansthe period for which you agree to prepay fees under an Order Form. This may bethe same length as the Subscription Term specified in the Order Form, or it maybe shorter. For example, if you subscribe to the Subscription Service for a one(1) year Subscription Term, with a twelve (12) month upfront payment, theBilling Period will be twelve (12) months.
“ConfidentialInformation” means all confidential information disclosed by a party(“Disclosing Party”) to the other party (“Receiving Party”), whether orally orin writing, that is designated as confidential. Confidential Informationincludes all information concerning: the Disclosing Party’s customers andpotential customers, past, present or proposed products, marketing plans,engineering and other designs, technical data, business plans, businessopportunities, finances, research, development, and the terms and conditions ofthis Agreement. Confidential Information does not include any information that(i) is or becomes generally known to the public without breach of anyobligation owed to the Disclosing Party, (ii) was known to the Receiving Partyprior to its disclosure by the Disclosing Party without breach of anyobligation owed to the Disclosing Party, (iii) is received from a third partywithout breach of any obligation owed to the Disclosing Party, or (iv) wasindependently developed by the Receiving Party. Subject to the foregoingexclusions, Customer Data will be considered Confidential Information underthis Agreement regardless of whether or not it is designated as confidential.
“Contact” means asingle individual (other than a User) whose Contact Information is stored byyou in the Subscription Service.
“Contact Information”means the name, email address, phone number, online user name(s), telephonenumber, and similar information submitted by visitors to your landing pages onthe Subscription Service or uploaded by you to the Subscription Service.
“Consulting Services”means the professional services provided to you by us, which may includetraining services, installation, integration or other consulting services.
“Customer Data” meansall information that you submit or collect via the Subscription Service.Customer Data does not include Data4Sales Content.
“Customer Materials”means all materials that you provide or post, upload, input or submit forpublic display through the Subscription Service.
“Email Send Limit”means the number of emails that you may send in any given calendar month, asdetailed in the Product-Specific Terms.
“Free Services” meansthe Subscription Service or other products or features made available by us toyou on an unpaid trial or free basis.
” Data4Sales Content” means all information, data,text, messages, software, sound, music, video, photographs, graphics, images,and tags that we incorporate into the Subscription Service or ConsultingServices, including Enrichment Data (as defined in the Product-Specific Terms).
“Order” or “OrderForm” means the Data4Sales-approved form or online subscriptionprocess by which you agree to subscribe to the Subscription Service andpurchase Consulting Services.
“Personal Data” meansany information relating to an identified or identifiable individual where suchinformation is contained within Customer Data and is protected similarly aspersonal data or personally identifiable information under applicable DataProtection Laws.
“SensitiveInformation” means credit or debit card numbers; financial account numbers orwire instructions; government-issued identification numbers (such as SocialSecurity numbers, passport numbers), biometric information, personal healthinformation (or other information protected under any applicable health dataprotection laws), personal information of children protected under any childdata protection laws, and any other information or combinations of informationthat falls within the definition of “special categories of data” under GDPR orany other applicable law relating to privacy and data protection.
“Subscription Fee”means the amount you pay for the Subscription Service.
“Subscription Service”means all of our web-based applications, tools and platforms that you havesubscribed to under an Order Form or that we otherwise make available to you,and are developed, operated, and maintained by us, accessible via http://data4sales.com or another designated URL, and anyancillary products and services, including website hosting, that we provide toyou.
“Subscription Term”means the initial term of your subscription to the applicable SubscriptionService, as specified on your Order Form(s), and each subsequent renewal term(if any). For Free Services, the Subscription Term will be the period duringwhich you have an account to access the Free Services.
“Third-Party Products”means non-embedded products and professional services that are provided bythird parties which interoperate with or are used in connection with theSubscription Service. These products and services include non- Data4Sales apps available from, for example, ourmarketplaces, directories, and links made available through the SubscriptionService and non- Data4Sales services listed on services.
“Third-Party Sites”means third-party websites linked to from within the Subscription Service, includingCommunications Services.
“Total CommittedSubscription Value” means the aggregate amount of Subscription Fees paid orpayable to us during your then-current Subscription Term(s) for all of your Data4Sales accounts, but this amount excludes feesfor renewals, Consulting Services and applicable taxes.
“Users” means youremployees, representatives, consultants, contractors or agents who areauthorized to use the Subscription Service for your benefit and have uniqueuser identifications and passwords for the Subscription Service.
” Data4Sales”, “we”, “us” or “our” means theapplicable contracting entity as specified in the ‘Contracting Entity andApplicable Law’ section.
“You”, “your” or“Customer” means the person or entity using the Subscription Service orreceiving the Consulting Services and identified in the applicable accountrecord, billing statement, online subscription process, or Order Form as thecustomer.
- USE OF SERVICES
2.1 Access. During theSubscription Term, we will provide your Users access to use the SubscriptionService as described in this Agreement and the applicable Order. You mustensure that all access, use and receipt by your Users is subject to and incompliance with this Agreement. We may also provide your Users access to useour Free Services at any time by activating them in your Data4Sales account. We might provide some or allelements of the Subscription Service through third party service providers. Youmay provide access and use of the Subscription Service to your Affiliate’sUsers or allow them to receive the Consulting Services purchased under thisOrder; provided that, all such access, use and receipt by your Affiliate’sUsers is subject to and in compliance with the Agreement and you will at alltimes remain liable for your Affiliates’ compliance with the Agreement.
2.2 AdditionalFeatures. You may subscribe to additional features of the Subscription Serviceby placing an additional Order or activating the additional features from withinyour Data4Sales account (if this option is madeavailable by us.). This Agreement will apply to all additional Order(s) and alladditional features that you activate from within your Data4Sales account.
2.3 Service UptimeCommitment. “Priority 1” means a critical full outage/severe issue thatconstitutes a catastrophic problem that causes complete inability to use theSubscription Service, excluding Free Services, across a significant portion ofthe production environment (e.g. crash or hang), resulting in productiondowntime and where there is no workaround or solution to the problem.
“Excluded” means thefollowing: (i) unavailability caused by circumstances beyond our reasonablecontrol, including, without limitation, act of God, acts of government,emergencies, natural disasters, flood, fire, civil unrest, acts of terror,strikes or other labor problems (other than those involving our employees), orany other force majeure event or factors; (ii) any problems resulting fromCustomer’s combining or merging the Subscription Service with any hardware orsoftware not supplied by us or not identified by us in writing as compatiblewith the Subscription Service; (iii) interruptions or delays in providing theservice resulting from telecommunications or internet service provider failuresoutside of our datacenter as measured by our third-party website availabilitymonitoring provider; and (iv) any interruption or unavailability resulting fromthe misuse, improper use, alteration, or damage of the Subscription Service.
“Service Uptime” means(total hours in calendar month – unscheduled maintenance which causesunavailability – Priority 1 issue durations – scheduled maintenance – Excluded)/ (Total hours in calendar month – scheduled maintenance – Excluded) X 100%.
We will usecommercially reasonable efforts to meet a Service Uptime of 99.95% for ourSubscription Service in a given calendar month. All availability calculationswill be based on our system records. Notwithstanding anything to the contraryin this Agreement, as Customer’s sole and exclusive remedy for failure to meetavailability or support commitments, in the event there are two (2) or moreconsecutive calendar months during which the Service Uptime falls below 99.95%in a given calendar month, Customer will be entitled to receive a credit equalto the pro-rated amount of fees applicable to the downtime as measured withintwo (2) or more consecutive calendar months during which the Service Uptimefell below 99.95%, which credit shall be applied against an invoice or chargefor the following renewal Subscription Term, provided Customer requests suchcredit within twenty (20) days of the end of the relevant calendar month.Notwithstanding anything to the contrary in the Agreement or this section, this‘Service Uptime Commitment’ section does not apply to our Free Services.
2.4 Limits. The limitsthat apply to you will be specified in your Order Form, this Agreement, or inour Product and Services Catalog, and for our Free Subscriptions, these limitsmay also be designated only from within the product itself. For furtherinformation on the limits that apply to your subscription, please refer to theProduct-Specific Terms.
You must be 18 yearsof age (or 20 years of age, if you are subject to the laws of Japan) or olderto use the Subscription Service.
2.5 Downgrades.Depending on your Data4Salesproduct, you may beentitled to downgrade your subscription. For further information on thedowngrade terms that apply to your subscription, please refer to theProduct-Specific Terms.
2.6 Modifications. Wemodify the Subscription Service from time to time, including by adding ordeleting features and functions, in an effort to improve your experience. Forfurther information on our modification rights that apply to your subscription,please refer to the Product-Specific Terms.
2.7 Customer Support.For information on the customer support terms that apply to your subscription,please refer to the Product-Specific Terms.
2.8 Acceptable Use.You may not useData4Sales to send spam. Spamcan be in the form of bulk email or one to one commercial emails. You may notuse any misleading or false names, addresses, email address, or subject line.You may not email purchased lists. You warrant that each email you send or issent for you using the Data4Sales Service will contain: (a) headerinformation that is not false or misleading; and (b) an advisement that therecipient may unsubscribe, opt-out or otherwise demand that use of itsinformation for unsolicited, impermissible and/or inappropriatecommunication(s) as described in this AUP be stopped (and how the recipient cannotify you that it wants to unsubscribe, opt-out, or stop this use of itsinformation). These requirements may not apply if the email sent is atransactional email and these requirements are not otherwise required by law.You warrant that you will promptly comply with all opt-out, unsubscribe, “donot call” and “do not send” requests. You must comply with all laws relating totelephone marketing, including without limitation those specifically referencedin the ‘Proper Usage of Data4Sales Service’ section below. You must comply with all lawsrelated to the recording of phone calls and ensure all proper consent to recordis obtained prior to making any such recording. If you use the Data4Sa;es Service to place telephone calls, youmust also comply with all applicable industry standards, including thoseapplicable guidelines published by the CTIA and the Mobile MarketingAssociation. You are prohibited from using or permitting access to use the Data4Sales Service to make emergency calls or toprovide or seek emergency services.
2.9 Prohibited andUnauthorized Use. You will not use the Subscription Service in any way thatviolates the terms of the AUP or for any purpose or in any manner that isunlawful or prohibited by this Agreement.
You may not use theSubscription Service if you are legally prohibited from receiving or using theSubscription Service under the laws of the country in which you are resident orfrom which you access or use the Subscription Service.
The SubscriptionService is not designed to comply with industry-specific regulations such asthe Health Insurance Portability and Accountability Act (HIPAA) or the FederalInformation Security Management Act (FISMA), so you may not use theSubscription Service where your communications would be subject to such laws.You may not use the Subscription Service in a way that would violate theGramm-Leach-Bliley Act (GLBA). Nothing contained in this section limits theusage restrictions specific to Sensitive Information under the Agreement.
2.10 No SensitiveInformation. YOU ACKNOWLEDGE THAT THE SUBSCRIPTION SERVICES HAVE NOT BEENDESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION AND ACCORDINGLY YOU AGREENOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVEINFORMATION. WE WILL NOT HAVE AND WE SPECIFICALLY DISCLAIM ANY LIABILITY THATMAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT, PROCESS ORMANAGE SENSITIVE INFORMATION.
2.11 CustomerResponsibilities. To realize the full value of the Subscription Service andConsulting Services, your participation and effort are needed. Resources thatmay be required from you include a project manager, one or more contentcreators, a sales sponsor, an executive sponsor and a technical resource (orequivalent). Responsibilities that may be required include planning ofmarketing programs; setting of a content creation calendar; creating blogposts, social media content, Calls-To-Action (CTAs), downloads, emails,nurturing content, and other materials; acting as internal liaison betweensales and marketing; providing top-level internal goals for the use of theSubscription Service; attending regular success review meetings; and supportingthe integration of the Subscription Service with other sales and marketingsystems.
2.12 Free Trial. Ifyou register for a free trial, we will make the applicable Subscription Serviceavailable to you on a trial basis free of charge until the earlier of (a) theend of the free trial period (if not terminated earlier) or (b) the start dateof your paid subscription. Unless you purchase a subscription to the applicableSubscription Service before the end of the free trial, all of your data in theSubscription Service may be permanently deleted at the end of the trial, and wewill not recover it. If we include additional terms and conditions on the trialregistration web page, those will apply as well.
2.13 Legacy Products.If you have a legacy Data4Salesproduct, some of thefeatures and limits that apply to that product may be different than those thatappear in these Master Terms, Product Specific Terms and/or the Product andServices Catalog. If you have legacy Data4Salesproducts, we may choose to move you to our then-current products at any time.If you determine that you are using a legacy product and would like to upgradeto a current version, you must execute a new Order.
3.1 Subscription Fees.The Subscription Fee will remain fixed during the initial term of yoursubscription unless (i) you exceed your Maximum Contacts, Email Send Limit,User or other applicable limits (see the ‘Limits’ section above), (ii) youupgrade products or base packages, (iii) you subscribe to additional featuresor products, including additional Contacts, or (iv) otherwise agreed to in yourOrder. We may also choose to decrease your fees upon written notice to you. Youcan find all the information about how your fees may be otherwise adjusted inProduct-Specific Terms.
3.2 Fee Adjustments atRenewal. Upon renewal, we may increase your fees up to our then-current listprice set out in our Product and Services Catalog. If this increase applies toyou, we will notify you at least thirty (30) days in advance of your renewaland the increased fees will apply at the start of the next renewal term. If youdo not agree to this increase, either party can choose to terminate yoursubscription at the end of your then-current term by giving the notice requiredin the ‘Notice of Non-Renewal’ section below.
3.3 Payment by creditcard. If you are paying by credit card, you authorize us to charge your creditcard or bank account for all fees payable during the Subscription Term. Youfurther authorize us to use a third party to process payments, and consent tothe disclosure of your payment information to such third party.
3.4 Payment againstinvoice. If you are paying by invoice, we will invoice you no more thanforty-five (45) days before the beginning of the Subscription Term and eachsubsequent Billing Period, and other times during the Subscription Term whenfees are payable. All amounts invoiced are due and payable within thirty (30)days from the date of the invoice, unless otherwise specified in the OrderForm.
3.5 PaymentInformation. You will keep your contact information, billing information andcredit card information (where applicable) up to date. Changes may be made onyour Billing Page within your Data4Sales account. All payment obligations arenon-cancelable and all amounts paid are non-refundable, except as specificallyprovided for in this Agreement. All fees are due and payable in advancethroughout the Subscription Term. If you are a Data4Sales Solutions Partner that purchases on behalf of aclient, you agree to be responsible for the Order Form and to guarantee paymentof all fees.
3.6 Sales Tax. Allfees are exclusive of taxes, which we will charge as applicable. You agree topay any taxes applicable to your use of the Subscription Service andperformance of Consulting Services. You shall have no liability for any taxesbased upon our gross revenues or net income. If you are located in the EuropeanUnion, all fees are exclusive of any VAT and you represent that you areregistered for VAT purposes in your member state. At our request, you willprovide us with the VAT registration number under which you are registered inyour member state. If you do not provide us with a VAT registration numberprior to your transaction being processed, we will not issue refunds or creditsfor any VAT that was charged. If you are subject to GST, all fees are exclusiveof GST. If you are located in Canada, all fees are exclusive of GST, PST andHST.
3.7 Withholding Tax.If you are required to deduct or withhold tax from payment of your Data4Sales invoice, you may deduct this amountfrom the applicable Subscription Fee due to the extent it is due and payable asassessed withholding tax required under laws that apply to you (the “DeductionAmount”).
You will not berequired to repay the Deduction Amount to us, provided that you present us witha valid tax receipt verifying payment of the Deduction Amount to the relevanttax authority within ninety (90) days from the date of the invoice. If you donot provide this tax receipt within the specified time period, then all fees,inclusive of the Deduction Amount, will be immediately due and payable, andfailure to pay these fees may result in your account being suspended orterminated for non-payment.
- TERM AND TERMINATION
4.1 Term and Renewal.Your initial subscription term will be specified in your Order, and, unlessotherwise specified in your order, your subscription will automatically renewfor the shorter of the subscription term, or one year.
4.2 Notice ofNon-Renewal. Unless otherwise specified in your Order, to prevent renewal ofyour subscription, you or we must give written notice of non-renewal. Thedeadline for sending this notice varies depending on the Data4Sales product and edition you have subscribedto. For more information on non-renewal notice periods, please see theProduct-Specific Terms.
If you decide not torenew, you may send this non-renewal notice to us by indicating that you do notwant to renew by turning auto-renew off by accessing the billing detailsinformation in your Data4Salesaccount, or byfollowing the steps here, as applicable.
4.3 EarlyCancellation. You may choose to cancel your subscription early at your convenienceprovided that we will not provide any refunds of prepaid fees or unusedSubscription Fees, and you will promptly pay all unpaid fees due through theend of the Subscription Term. See the ‘Notice of Non-Renewal’ section forinformation on how to cancel your subscription.
4.4 Termination forCause. Either party may terminate this Agreement for cause, as to any or allSubscription Services: (i) upon thirty (30) days’ notice to the other party ofa material breach if such breach remains uncured at the expiration of suchperiod, or (ii) immediately, if the other party becomes the subject of apetition in bankruptcy or any other proceeding relating to insolvency,cessation of business, liquidation or assignment for the benefit ofcreditors.
We may also terminatethis Agreement for cause on thirty (30) days’ notice if we determine that youare acting, or have acted, in a way that has or may negatively reflect on oraffect us, our prospects, or our customers.
This Agreement may nototherwise be terminated prior to the end of the Subscription Term.
4.5.1 Suspension forProhibited Acts
We may suspend anyUser’s access to any or all Subscription Services without notice for:
(i) use of theSubscription Service in a way that violates applicable local, state, federal,or foreign laws or regulations or the terms of this Agreement,
(ii) use of the Data4Sales email send service that results inexcessive hard bounces, SPAM complaints via feedback loops, direct spam complaints(to our abuse desk), or requests for removal from a mailing list by recipients,or
(iii) repeatedinstances of posting or uploading material that infringes or is alleged toinfringe on the copyright or trademark rights of any person or entity.
We may, withoutnotice, review and delete any Customer Data or Customer Materials that wedetermine in good faith violate these terms or the AUP, provided that, we haveno duty (unless applicable laws or regulations provide otherwise) to prescreen,control, monitor or edit your Customer Data or Customer Materials.
4.5.2 Suspension forNon-Payment
We will provide youwith notice of non-payment of any amount due. Unless the full amount has beenpaid, we may suspend your access to any or all of the Subscription Services ten(10) days after such notice. We will not suspend the Subscription Service whileyou are disputing the applicable charges reasonably and in good faith and arecooperating diligently to resolve the dispute. If a Subscription Service issuspended for non-payment, we may charge a re-activation fee to reinstate theSubscription Service.
4.5.3 Suspension forPresent Harm
If your website, oruse of, the Subscription Service:
(i) is being subjectedto denial of service attacks or other disruptive activity,
(ii) is being used toengage in denial of service attacks or other disruptive activity,
(iii) is creating asecurity vulnerability for the Subscription Service or others,
(iv) is consumingexcessive bandwidth, or
(v) is causing harm tous or others, then we may, with electronic or telephonic notice to you, suspendall or any access to the Subscription Service.
We will makecommercially reasonable efforts to (a) limit the suspension to the affectedportion of the Subscription Service and (b) promptly resolve the issues causingthe suspension of the Subscription Service. Nothing in this clause limits ourright to terminate for cause as outlined above, if we determine that you areacting, or have acted, in a way that has or may negatively reflect on or affectus, our prospects, or our customers.
4.5.4 Suspension andTermination of Free Services
We may suspend, limit,or terminate the Free Services for any reason at any time without notice. Wemay terminate your subscription to the Free Services due to your inactivity.
4.6 Effect ofTermination or Expiration. If your paid subscription is terminated or expires,we will continue to make available to you our Free Services provided however,this may not be the case if your Agreement was terminated for cause.
You will continue tobe subject to this Agreement for as long as you have access to a Data4Sales account.
Upon termination orexpiration of this Agreement, you will stop all use of the Subscription Serviceand Data4Sales Content. If you terminate this Agreementfor cause, we will promptly refund any prepaid but unused fees covering use ofthe Subscription Service after termination. If we terminate this Agreement forcause, you will promptly pay all unpaid fees due through the end of theSubscription Term. Fees are otherwise non-refundable.
- CUSTOMER DATA
5.1 Customer’sProprietary Rights. You own and retain all rights to the Customer Materials andCustomer Data. This Agreement does not grant us any ownership rights toCustomer Materials or Customer Data. You grant permission to us and ourlicensors to use the Customer Materials and Customer Data only as necessary toprovide the Subscription Service and Consulting Services to you and asotherwise permitted by this Agreement. If you are using the SubscriptionService or receiving Consulting Services on behalf of another party, then yourepresent and warrant that you have all sufficient and necessary rights andpermissions to do so.
5.2 Limits on Data4Sales. We will not use Customer Data tocontact any individual or company except as you direct or otherwise permit. Wewill use Customer Data only in order to provide the Subscription Service andConsulting Services to you and only as permitted by applicable law and thisAgreement.
5.3 Data Practices andMachine Learning.
5.3.1 Usage Data. Wemay collect information about you and your Users when you interact with theSubscription Service as permitted by the Agreement. We may aggregate andanonymize this information and share it with third parties provided that we donot include any Customer Data or identify Users.
5.3.2 MachineLearning. We may, as permitted by this Agreement, use Customer Data in ananonymized manner for machine learning to support certain product features andfunctionality within the Subscription Service.
5.4 Protection ofCustomer Data. The terms of the DPA are hereby incorporated by reference andwill apply to the extent any Customer Data includes Personal Data. The DPA setsout how we will process Personal Data on your behalf in connection with theSubscription Services provided to you under this Agreement. We will maintaincommercially appropriate administrative, physical, and technical safeguards toprotect Personal Data as described in the DPA, including our security measuresin Annex 2 of our DPA.
5.5 Regional DataHosting. We will store your Customer Data in a specific location orgeographical region (e.g. North America or Europe) as part of your subscriptionsubject to the terms of this Agreement and our Regional Data Hosting Policy.
5.7 Retention,Deletion and Retrieval of Customer Data. For information regarding theretention and deletion of Customer Data, please see the ‘ Data4Sales Obligations’ section of our DPA. Youcan learn more about your right to retrieve Customer Data from your Data4Sales account in the ‘Retrieval of CustomerData’ sections as specified in our Product Specific Terms.
- INTELLECTUAL PROPERTY
6.1 This is anagreement for access to and use of the Subscription Service, and you are notgranted a license to any software by this Agreement. The Subscription Serviceand Consulting Services are protected by intellectual property laws, theybelong to and are the property of us or our licensors (if any), and we retainall ownership rights to them. You agree not to copy, rent, lease, sell,distribute, or create derivative works based on the Data4Sales Content,the Subscription Service, or the Consulting Services in whole or in part, byany means, except as expressly authorized in writing by us.
6.2 We encourage allcustomers to comment on the Subscription Service or Consulting Services,provide suggestions for improving it, and vote on suggestions they like. Youagree that all such comments and suggestions will be non-confidential and thatwe own all rights to use and incorporate them into the Subscription Service orConsulting Services, without payment or attribution to you.
7.1 The ReceivingParty will: (i) protect the confidentiality of the Confidential Information ofthe Disclosing Party using the same degree of care that it uses to protect theconfidentiality of its own confidential information of like kind, but in noevent less than reasonable care, (ii) not use any Confidential Information ofthe Disclosing Party for any purpose outside the scope of this Agreement, (iii)not disclose Confidential Information of the Disclosing Party to any thirdparty (except those third-party service providers used by us to provide some orall elements of the Subscription Service or Consulting Services and except foryour Data4Sales Solutions Partner bound byconfidentiality obligations), and (iv) limit access to Confidential Informationof the Disclosing Party to those of its and its affiliates’ employees,contractors and agents who need such access for purposes consistent with thisAgreement and who have signed confidentiality agreements with the ReceivingParty containing protections no less stringent than those herein.
7.2 The ReceivingParty may disclose Confidential Information of the Disclosing Party if requiredto do so under any federal, state, or local law, statute, rule or regulation,subpoena or legal process; provided, however, that (i) the Receiving Party willprovide the Disclosing Party with prompt notice of any request that it discloseConfidential Information, sufficient to allow the Disclosing Party to object tothe request and/or seek an appropriate protective order or, if such notice isprohibited by law, the Receiving Party will disclose the minimum amount ofConfidential Information required to be disclosed under the applicable legalmandate; (ii) the Receiving Party will refer the request to the DisclosingParty and will provide reasonable assistance to the Disclosing Party, at theDisclosing Party’s cost, in opposing such disclosure or seeking a protectiveorder, unless the Receiving Party is explicitly prohibited from doing so by lawor court order; and (iii) in no event will the Receiving Party discloseConfidential Information to a party other than a government agency except undera valid order from a court having jurisdiction requiring the specificdisclosure.
You grant us the rightto add your name and company logo to our customer list and website. You canopt-out of this use by filling out the form here.
You will indemnify,defend and hold us and our Affiliates harmless, at your expense, against anythird-party claim, suit, action, or proceeding (each, an “Action”) broughtagainst us (and our officers, directors, employees, agents, service providers,licensors, and affiliates) by a third party not affiliated with us or ourAffiliates to the extent that such Action is based upon or arises out of
(a) unauthorized orillegal use of the Subscription Service by you or your Affiliates,
(b) your or yourAffiliates’ non-compliance with or breach of this Agreement,
(c) your or yourAffiliates’ use of Third-Party Products, or
(d) the unauthorizeduse of the Subscription Service by any other person using your Userinformation.
We will: notify you inwriting within thirty (30) days of our becoming aware of any such claim; giveyou sole control of the defense or settlement of such a claim; and provide you(at your expense) with any and all information and assistance reasonablyrequested by you to handle the defense or settlement of the claim. You will notaccept any settlement that (i) imposes an obligation on us; (ii) requires us tomake an admission; or (iii) imposes liability not covered by theseindemnifications or places restrictions on us without our prior writtenconsent.
- DISCLAIMERS; LIMITATION OF LIABILITY
10.1 PerformanceWarranty. We warrant that: (i) the Subscription Service and Consulting Serviceswill be provided in a manner consistent with generally accepted industrystandards, and (ii) we will not knowingly introduce any viruses or other formsof malicious code into the Subscription Service; provided however, thiswarranty will not apply to you if you only use the Free Services.
In the event ofnon-conformance with this warranty, we will use commercially reasonable effortsto correct such non-conformance. If we cannot correct such non-conformancewithin sixty (60) days from the date when you notified us of the non-conformity(the “Remedy Period”),