THE DATA GROUP 条款 & 条件
Any use of 的数据 constitutes your acceptance of and agreement to the terms and conditions set forth below (the “Agreement”).
1. Restricted License / Use of Data. You (the “Licensee”) must agree to the terms and conditions contained herein in order to use any data provided by The AS真人, LLC (“AS真人”), and any use by you of 的数据 provided by AS真人 constitutes your acceptance of and agreement to the terms and conditions of this Agreement. Subject to the terms of this agreement, AS真人 grants you a non-exclusive, non-transferable license to use certain names, 地址, telephone numbers and / or automobile ownership and / or other information provided to you by AS真人 (the “Data”), to be used only for lawful purposes. Licensee agrees that it shall use 的数据 only for its own internal and lawful direct marketing purposes. Unless otherwise indicated, for purposes of this Agreement, any companies affiliated with Licensee shall be considered third parties with respect to the use of, 或访问, 的数据. Such use and / or access shall be prohibited.
2. Data Restrictions / Compliance with Law. Licensee agrees to comply with all privacy and data protection laws, rules and regulations (as well as any other laws, rules or regulations) which are, or which may in the future be, applicable in any way to 的数据. 进一步, Licensee agrees to the following restrictions regarding use of 的数据:
2.1 Licensee agrees to comply with all federal, 状态, and/or local laws, rules and regulations which are applicable to 的数据. 另外, Licensee accepts full responsibility for the legal and proper use of any Data, including Private Telephone Numbers by Licensee and any third-party Licensee customers, 处理器, 代理, or other entity that may be involved with or associated with the use of such Data. This includes recent compliance changes effective October 16, 2013 for the Telephone Consumer Protection Act (TCPA) and impacting consumer privacy.
2.2被许可方同意(i)数据并非为信用目的而收集，且数据并非用于指示任何消费者的信用可靠性, credit standing, credit capacity, or other characteristics listed in Section 603(d) of the Fair Credit Reporting Act (“FCRA”), 15 USC § 1681a; (ii) AS真人 is not a Credit Reporting Agency; (iii) AS真人 did not compile any Data from a Credit Reporting Agency database; and (iv) AS真人 did not use any non-public personal information as defined in GLBA or 状态 law in compiling such Data.
2.3 Licensee shall not use any Data as a factor in determining a consumer’s credit qualifications for (a) credit or insurance used primarily for personal, family or household purposes; (b) employment purposes; or (c) other purposes set forth in Section 604 of the FCRA, 15 USC § 1681b or any similar statute.
2.4 All Data provided under this Agreement is only available for Licensee’s one-time use. Notwithstanding the foregoing, Licensee shall be required to pay AS真人 for each time they use 的数据.
2.如果用于检索的电话号码是由计算机或其他方式生成的，则不得为了检索或访问数据而使用或访问数据集团的系统, 确认, or obtained as the result of commercial, transactional activity. For clarification, transactions activity includes, without limitation, Licensee’s identification of an inbound telephone call.
2.6 Licensee shall not provide 的数据, in whole or in part, nor shall it provide any subset of 的数据, to any third party as a stand-alone product, file or database.
2.7 Under no circumstances shall 的数据 be used (a) as a source for the modeling of, or determination of, consumer credit worthiness, consumer credit approval, a consumer’s eligibility for employment or insurance; nor (b) to advertise, 出售, or exchange any products or services that involve sexual paraphernalia; drug paraphernalia; adult films; adult recordings or adult magazines; weapons; credit repair services or other illegal or illicit activities.
2.9 Licensee shall provide written notice to 员工, representatives and/or 代理 who have or may have access to any Data detailing the restrictions and obligations contained in this Agreement. Licensee shall further utilize reasonable and sufficient security measures, which shall be no less than the measures Licensee utilizes to secure its own proprietary information, to prevent any unauthorized use or disclosure of 的数据.
2.10 Licensee shall not reverse engineer, 反编译, 解码, or otherwise deconstruct 的数据 or act or fail to act in such a manner as to explicitly or implicitly allow such deconstruction actions.
2.11 Licensee shall not make or cause to make any copies of 的数据 for any reason.
3. Resale Prohibition. Licensee is prohibited from re出售ing, 捞, or otherwise providing 的数据 to any third-party.
4. Confidentiality. The terms of this Agreement shall be confidential. In the event that Licensee must disclose this Agreement to a court or other governmental entity, 被许可方应提前书面通知AS真人，并应合理配合，以确保该等披露受到适当的保护令的约束.
6. 付款. Licensee shall pay AS真人 all monies due, as are invoiced to Licensee by AS真人. Without limiting any of AS真人’s remedies for non-payment or late payment on invoice(s), 双方同意，如果发票在邮寄或电子邮件后三十(30)天内未付款，将收取1.5%的滞纳金.5%) per month (18% per year) or the maximum allowed by law, whichever is less. 进一步, if collection efforts are pursued, Licensee agrees to pay all costs of collection, including reasonable attorneys’ fees.
7. 保证. AS真人 战争rants that 的数据 provided to Licensee under this Agreement will, upon delivery, 是当前, accurate and complete as may be reasonably achieved using the source data, compilation and data processing methods consistent with applicable industry standards. Notwithstanding the foregoing, AS真人 does not 战争rant 的数据 as being error free, given that AS真人 and / or a Data Source does not independently verify the completeness, 数据的准确性或真实性，以及向AS真人和/或数据源报告的数据可能会出现转录和传输错误. EXCEPT AS EXPRESSLY WARRANTED IN THIS SECTION 7, DATA GROUP MAKES AND LICENSEE RECEIVES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, 精度, AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED.
8. Indemnification. Licensee agrees to indemnify, 捍卫, and hold AS真人, 员工, 代理 and / or officers harmless 对 any cost, 损失, 因与被许可方(a)不符合本协议使用数据相关的任何索赔而引起的第三方索赔而产生的责任或费用(包括合理的律师费), and/or (b) failure to materially comply with any federal, 状态 or local law, rule or regulation applicable to 的数据, INCLUDING WITHOUT LIMITATION, those related to privacy and data protection. As a condition of such defense and indemnification, AS真人 will provide Licensee with prompt written notice of any such claim and permit Licensee to control the defense, 结算, adjustment or compromise of any such claim. AS真人 shall have no authority to settle any claim on behalf of Licensee. AS真人 may, at its election, be represented by counsel of its choice and be present at all associated proceedings. Licensee further agrees to indemnify and hold AS真人, 员工, 代理 and / or officers harmless from any and all claims, 损失es and 损害赔偿, 责任, 和成本, including attorney’s fees, 对, or incurred by, AS真人, 员工, 代理 and / or officers to the extent such claims, 损害赔偿, 责任 和成本 result directly or indirectly from (a) any use of Data provided to Licensee under this Agreement that is not in compliance with this Agreement; (b) Licensee ‘s negligence or intentional misconduct; and / or (c) Licensee’s breach of its obligations under this Agreement including, but not limited to, any breach which results in the unauthorized and / or non-lawful use of 的数据.
9. Limitation of Remedies/ Limitation of Liability. 对于瑕疵数据的任何索赔，数据集团的唯一义务和被许可方的唯一补救措施应为在收到被许可方关于该等瑕疵数据的通知后三十(30)天内免费纠正相关数据或, at Licensee’s option, to refund the price, prorated for the percentage of defective Data, paid by Licensee for such Data. Licensee must provide written notice to AS真人 of such claim, describing any errors in sufficient detail with any necessary backup information or documents. 被许可方承认，对数据中错误的某些更正应取决于适用数据来源是否提供更正. 进一步, IN NO EVENT SHALL DATA GROUP (INCLUDING ANY OF ITS DATA SOURCES) OR THE LICENSEE BE LIABLE FOR ANY SPECIAL, 间接, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE AND HOWEVER ARISING, INCLUDING BUT NOT LIMITED TO LOST INCOME OR LOST REVENUE, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER THEORY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR DAMAGES IN EXCESS OF THE AGGREGATE FEES PAID BY LICENSEE UNDER THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, 如果任何一方导致该责任的行为被有管辖权的法院裁定构成重大过失，则本第8条规定的责任限制不适用, WILLFUL MISCONDUCT OR FRAUD. 因本协议引起的或与本协议有关的任何诉讼事由应在该诉讼事由产生之日起两年内确定.
10. 终止. 初始期限为12个月，在此之后，任何一方均可提前至少三十(30)天书面通知另一方终止本协议. 然而, if Licensee fails to comply with any term or condition 状态d herein, then the license provided by this Agreement shall automatically terminate. Upon the termination or expiration of this Agreement: (i) AS真人 shall cease to provide Licensee with any further Data or updates to 的数据; (ii) Licensee shall not retain any portion of 的数据 and shall discontinue all use of 的数据 and, within thirty (30) days, 擦除, 清洗, destroy and/or return to AS真人 any and all Data, or copies thereof, (以电子或书面形式)，并向数据集团提供书面证明，证明所有数据已归还给数据集团或已以其他方式删除, 清洗d or destroyed; and (iii) Licensee shall pay to AS真人 all fees and charges due and owing to AS真人 at the time of termination or expiration.
11. Right to Inspect / Audit. Licensee shall, for a period of two (2) years, maintain current and complete books and records regarding 的数据 which accurately reflect Licensee usage, storage and handling of 的数据 (“Records”). Upon reasonable, 推进, written notice from AS真人 to Licensee, and no more than twice annually during any calendar year, Licensee shall permit representatives of AS真人 to inspect and audit Licensee’s Records during normal business hours. Licensee agrees that at all times it shall maintain current, accurate and complete Records relating to: a) Licensee’s usage and handling of 的数据; and b) any payments due AS真人. AS真人还有权在本协议终止或期满后的十二(12)个月内的任何时间开始并对记录进行一次检查和审计. 数据集团的任何和所有此类检查或审计应严格限于与数据使用或处理相关的信息具体相关的记录.
12. 赋值. This Agreement shall not be assigned, 分租, or sublicensed without the prior written consent of AS真人.
13. 不可抗力. 任何一方均不对因其无法控制的事件或情况而未能或延迟履行其在本协议项下的任何义务承担责任. The term “force majeure” shall mean an act of God, strike or other industrial disturbance, 恐怖行为, 战争, 封锁, 公众骚乱, 瘟疫, 闪电, 火, 风暴, 洪水, 地震, 爆炸, governmental action, unavailability of equipment or supplies, and any other like cause.
14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of 佛罗里达. 双方同意，就本协议向任何法院提起的任何诉讼均应仅在位于橘郡的州法院或联邦法院提起并维持, 佛罗里达. The parties further agree that each hereby waives its right to challenge or object to the jurisdiction or venue of said courts.
15. 杂项. If any one or more of the provisions of the Agreement shall for any reason be held to be invalid, illegal or unenforceable, the same shall not affect any of the other portions of the Agreement. Failure or delay by either party in exercising any right hereunder shall not operate as a waiver of such right. The headings used in this Agreement are for reference purposes only and shall not be deemed a substantive part of this Agreement.