BUYERSDAILY TERMS OF USE
These terms and conditions ("Terms of Use") govern your use of the BuyersDaily software and services ("Services") provided by Prospect Identify, Inc. ("Prospect Identify, Inc.") through this website ("Site"). BY ACCESSING AND USING THE SERVICES YOU ARE INDICATING YOUR ACCEPTANCE TO THESE TERMS AND CONDITIONS AND ARE AGREEING TO BE BOUND BY THESE TERMS OF USE.
If you are agreeing to these Terms of Use on behalf of a business, you represent and warrant that you have authority to bind that business to these Terms of Use, and your agreement to these Terms of Use will be treated as the agreement of the business. In that event, "you" and "your" refer herein to that business.
1. SERVICES. Subject to your compliance with the terms and conditions of these Terms of Use, Prospect Identify, Inc. will provide the Services, as described more fully on the Site, solely for your own internal business purposes (and not for the use or benefit of any third party). Prospect Identify, Inc. reserves the right to modify or discontinue any aspect of the Services at any time, including the availability of any feature, database, or content and/or impose limits on certain features and services and/or restrict your access to parts of the Services by providing you with prior notice. In the event of a material modification or discontinuance with respect to the Services, you may terminate the Services within 30 days of receiving such notice.
2. TERM. Your Subscription to the Services will be in effect for one (1) month (the "Subscription Term"), which will automatically renew for additional terms unless either party provides notice of its intention not to renew at least thirty (30) days prior to the end of the then-current term. Any renewal term is subject to the payment of the applicable renewal fees 30 days prior to the start of the next term. Prospect Identify, Inc. reserves the right to change the applicable fees or charges and to institute new charges and fees at the end of the initial term or then current renewal term, upon 30 days prior notice to you (which may be sent by email). Failure to pay the applicable renewal fees will result in automatic revocation and termination of the Services and all rights and licenses granted hereunder.
3. FEES AND PAYMENT. In order to access and use the Services, you are required to pay to Prospect Identify, Inc. the applicable fees for the use of the Services ("Subscription Fees"). Subscription Fees are due and payable at the beginning of the Subscription Term. Delinquent invoices are subject to late payment fees equivalent to 1.5% of the overdue balance per month (or the maximum permitted by law, whichever is lower), plus any expenses associated with collections. Payments must be made in US dollars. Fees are exclusive of all taxes, levies, and duties imposed by taxing authorities, and you are responsible for all such taxes, excluding taxes based solely on Prospect Identify, Inc.’s income. If and when additional users are added to your account, you will be invoiced for such additional users, which will be billed for the balance of the entire Subscription Term. Any billing disputes must be reported to Prospect Identify, Inc. in writing within 60 days of the date of the invoice. All Subscription Fees are non-refundable.
4. YOUR RESPONSIBILITIES. You are responsible for all activity occurring under your user accounts. You will: (i) maintain the accuracy, completeness, and timeliness (within 30 days of any change) of the information you provide in your account registration, (ii) purchase, assign and use one user ID per person (you may not use or share a user ID among multiple users); (iii) notify Prospect Identify, Inc. of any changes to any authorized users; and (iv) notify Prospect Identify, Inc. immediately of any unauthorized use of any password or account or any other known or suspected breach of security. You are responsible for obtaining, maintaining, and supporting all internet access, computer hardware, and other equipment and services needed for its access to the Services. You must abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services, including those related to export regulations, data privacy, international communications and the transmission of technical or personal data. The Services may not be exported or re-exported directly or indirectly in violation of any applicable export laws or used for any purposes prohibited by such export laws.
5. RESTRICTIONS. You agree not to: (i) use the Services except as expressly authorized in these Terms of Use; (ii) use any device, software, or routine that (a) interferes with any application, function, or use of the Services, or (b) is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or communication; (iii) resell, sublicense, time-share, or otherwise share the Services with any third party; (iv) frame or mirror the Site; (v) decompile, disassemble or reverse engineer the underlying software that is part of the Services or otherwise attempt to derive its source code; (vi) use the Services either directly or indirectly to support any activity that is illegal; (vi) access the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or (vii) authorize any third parties to do any of the above. Prospect Identify, Inc. shall not disclose, provide or make available subscriber specific user profile data (such as target accounts, geographic territories, etc.) to any third party, including partners or other customers of the Service.
6. SITE CONTENT; OWNERSHIP. All materials displayed or provided via the Services (including, but not limited to information, text, graphics, news articles, photographs, images, illustrations, audio clips and video clips, collectively known as "Content") are the property of their respective owners. Prospect Identify, Inc. and/or its licensors own all worldwide right, title and interest in and to the Services and the Content therein, including all worldwide intellectual property rights therein. You may not delete or in any manner alter the copyright, trademark, and other proprietary rights notices appearing on the Content or the Services. You agree to abide by all access and use restrictions contained in any Content made available through the Services. Prospect Identify, Inc. shall not disclose, provide or make available subscriber specific user profile data (such as target accounts, geographic territories, etc) to any third party, including partners or other customers of the Service.
7. TERMINATION. Without limiting any other remedies available to it, Prospect Identify, Inc. may immediately suspend access to or terminate the Services if: (a) you breach any material provision of these Terms of Use that, (if it is capable of being cured) is not cured within 30 days from written notice to you (and 10 days in the case of non-payment); or (b) Prospect Identify, Inc. determines that your actions are likely to cause legal liability for Prospect Identify, Inc. or its licensors or other customers.
8. EFFECTS OF TERMINATION. Upon any expiration or termination of the Subscription Term, the rights and licenses granted hereunder will automatically terminate, and you may not continue to use the Service. Prospect Identify, Inc. will have no liability for any costs, losses, damages, or liabilities arising out of or related to Prospect Identify, Inc.’s termination. The provisions of Sections 3 through 12 will survive termination.
9. DISCLAIMER. Prospect Identify, Inc. is not responsible or liable for the accuracy, content, completeness, legality, reliability, or availability of the Services or any Content and other materials displayed via the Services. You assume sole responsibility and liability for your use of the Services, including, without limitation, any Content that is accessed therein. THE SERVICES AND ALL CONTENT THERIN ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
10. INDEMNITY. Prospect Identify, Inc. will defend, indemnify and hold you harmless from and against any damage, liability or cost (including reasonable attorneys’ fees) to the extent that it is based upon a third party claim that the Services, as provided by Prospect Identify, Inc. and used within the scope of these Terms of Use, infringes any third party’s U.S. copyright or trademark rights. You will defend, indemnify and hold Prospect Identify, Inc. and its licensors harmless from and against any damage, liability or cost (including reasonable attorneys' fees) resulting from: (i) any claim or demand made by any third party due to or arising out of your access to the Site and/or use of the Services, (ii) a violation by you or your authorized users of these Terms of Use; or (iii) the misuse by you or your authorized users, of any Content. A party’s obligation to indemnify the other party is contingent upon: (i) the indemnified party promptly notifying the indemnifying party in writing of the claim; (ii) the indemnifying party having sole control of the defense and of any negotiations for its settlement; and (iii) the indemnified party providing the indemnifying party with reasonable assistance, information, and authority necessary to perform the above.
11. LIMITATION OF LIABILITY. PROSPECT IDENTIFY, INC. SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS OF USE OR ANY TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND PROSPECT IDENTIFY, INC.' REASONABLE CONTROL, EVEN IF PROSPECT IDENTIFY, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE SUBSCRIPTION FEES PAID HEREUNDER IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.
12. GENERAL. These Terms of Use are intended for the sole and exclusive benefit of the parties and is not intended to benefit any third party. Only the parties hereto may enforce it. If any provision is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect and enforceable. These Terms of Use are not assignable, transferable or sublicensable by you except with Prospect Identify, Inc.'s prior written consent. No agency, partnership, joint venture, or employment is created as a result of these Terms of Use. All notices required hereunder will be in writing and will be deemed to have been duly given when received/delivered. These Terms of Use shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. Any waiver, amendment or modification of these Terms of Use must be in a writing signed by both parties. These Terms of Use (along with any applicable Order) are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms of Use.
