Revised on February 28, 2025
FleetWiki Terms of Use
NOTE: YOU ARE ENTERING A LEGALLY BINDING AGREEMENT.
FleetWiki is a wholly owned service of Havill & Company, Inc.
FleetWiki contains information about individuals and companies in the commercial
fleet market, such as company directories, logos, contact information, white
papers, case histories, news releases, and research. This information comes
from public sources, including company websites. Information about FleetWiki
may also be available from public sources, such as industry trade associations
and professional membership societies. Unless explicitly stated, these sources
are not responsible for and do not endorse any features, content, advertising,
products, or other materials on or available from FleetWiki.
1. INTRODUCTION
A. Purpose
The mission of FleetWiki is to create a community of fleet operators and
suppliers working to implement environmentally friendly technologies that
reduce cost and improve driver safety. To achieve our
mission, we make services available through our website and mobile applications
to help you and other fleet operators and industry suppliers meet, exchange
ideas, learn, make deals, work, and make decisions in a network of trusted
relationships.
FleetWiki is a for-profit platform that may generate revenue through
advertising, sponsorships, affiliate programs, or other commercial
arrangements.
B. Scope and Intent
You agree that by registering on FleetWiki, or by using our website
(including our mobile applications), or other information provided as part
of the FleetWiki services (collectively “FleetWiki” or the “Services”),
you are entering into a legally binding agreement with Havill & Company, Inc.,
3178 N. Republic Blvd., Toledo, OH 43615, USA (“we,” “us,” “our,” and “FleetWiki”)
based on the terms of this FleetWiki Terms of Use and the FleetWiki Privacy Policy,
which is hereby incorporated by reference (collectively referred to as the “Agreement”).
You become a FleetWiki user (“User”) upon accepting these Terms.
If you are using FleetWiki on behalf of a company or other legal entity,
you are nevertheless individually bound by this Agreement even if your company
has a separate agreement with us. If you do not want to register an account and
become a FleetWiki User, do not conclude the Agreement, do NOT click “Verify My Email,”
and do not access, view, download, or otherwise use any FleetWiki webpage, information,
or services. By clicking “Verify My Email,” you acknowledge that you have read and
understood the terms and conditions of this Agreement and that you agree to be bound by
all of its provisions. By clicking “Verify My Email,” you also consent to use electronic
signatures and acknowledge your click of the “Verify My Email” button as one. Please note
that the FleetWiki Terms of Use and Privacy Policy are collectively referred to as
FleetWiki’s “Terms of Service.”
2. YOUR OBLIGATIONS
A. Applicable Laws and This Agreement
You must comply with all applicable laws, this Agreement (as may be
amended from time to time), and the policies and processes explained in the
following sections:
B. License and Warranty for Your
Submissions to FleetWiki
You own the information you provide to FleetWiki under this Agreement
and may request its deletion at any time, unless you have shared information or
content with others and they have not deleted it, or it was copied or stored by
other Users. Additionally, you grant FleetWiki a nonexclusive, irrevocable,
worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid-up,
and royalty-free right to copy, prepare derivative works of, improve, distribute,
publish, remove, retain, add, process, analyze, use, and commercialize, in any way
now known or in the future discovered, any information you provide—directly or
indirectly—to FleetWiki, including (but not limited to) any User Generated Content,
ideas, concepts, techniques, or data you submit, without any further consent,
notice, and/or compensation to you or to any third parties. Any information you
submit to us is at your own risk of loss, as noted in Sections 2 and 3 of this
Agreement.
By providing information to us, you represent and warrant
that you are entitled to submit the information and
that the information is accurate, not confidential, and not in violation of any
contractual restrictions or other third-party rights. It is your responsibility
to keep your FleetWiki profile information accurate and updated.
C. Service Eligibility
To be eligible to use the Service, you must meet the following criteria
and represent and warrant that you:
D. Sign-In Credentials
You agree to:
You are responsible for anything that happens through your account until
you close your account or prove that account security was compromised through
no fault of your own. To close your account, please visit FleetWiki's Help
Page.
E. Indemnification
You agree to indemnify and hold us harmless for all damages, losses, and
costs (including, but not limited to, reasonable attorneys' fees and costs)
related to all third-party claims, charges, and investigations caused by:
F. Payment
If you purchase any Services that we offer for a fee, either on a
one-time or subscription basis, you agree to pay the applicable fees as they
become due plus all related taxes, and to reimburse us for all collection costs
and interest for any overdue amounts. Your obligation to pay fees continues
through the end of the subscription period during which you cancel your
subscription. All fees are nonrefundable, and there
are no refunds or credits for partially used periods. To cancel Services, visit
the My Account Page. All fee-based features expire immediately upon
cancellation of your subscription or termination of your account. You also
acknowledge that FleetWiki's fee-based Services are subject to this Agreement
and any additional terms related to the provision of the fee-based Service.
G. Notify Us of Acts Contrary to This
Agreement
If you believe that you are entitled or obligated to act contrary to this
Agreement under any mandatory law, you agree to provide us with a detailed and
substantiated explanation of your reasons in writing at least 30 days before
you act contrary to this Agreement. This will allow us to assess whether we
may, at our sole discretion, provide an alternative remedy for the situation
(though we have no obligation to do so).
H. Notifications and Service Messages
For purposes of service messages and notices about the Services,
FleetWiki may place a notice on its web pages or contact you via the email
address associated with your account (even if we have other contact
information). You also agree that FleetWiki may communicate with you through
your FleetWiki account or other means including email, telephone, or postal
services about your FleetWiki account or Services. You acknowledge and agree
that we shall have no liability associated with or arising from your failure to
maintain accurate contact or other information.
I. FleetWiki Applications
FleetWiki may offer the Services through applications built using
FleetWiki's platform. By importing any of your FleetWiki data through these
applications, you represent that you have the authority to share the
transferred data. If you change or deactivate your mobile account, you must
promptly update your FleetWiki account information. You acknowledge you are
responsible for all charges and necessary permissions related to accessing
FleetWiki through your mobile device. By using any downloadable application to
enable your use of the Services, you confirm your acceptance of the terms of
any End User License Agreement associated with the application.
J. User-to-User Communication and
Sharing
FleetWiki offers forums where you can post your observations and comments
on designated topics. FleetWiki also enables sharing of information by allowing
users to post updates, including links to news articles or other information.
FleetWiki may close or remove content if it violates this Agreement or others'
intellectual property rights.
Please note that ideas you post and information you share may be seen and
used by other Users, and FleetWiki cannot guarantee that other Users will not
use these ideas and information. Therefore, if you have an idea or information
that you would like to keep confidential, or subject to third-party rights that
could be infringed, do not post it on FleetWiki. FleetWiki is not responsible
for any User's misuse or misappropriation of any content or information you
post.
K. Privacy
You should carefully read our full Privacy Policy before deciding to
become a User as it is hereby incorporated into this Agreement by reference,
and it governs our treatment of any information, including personally
identifiable information, you submit to us. Note that certain information,
data, or content you submit may reveal personal details about you. You
acknowledge that your submission of any such
information is voluntary on your part.
You also represent that you have obtained any necessary permissions or
consents from third parties (such as drivers or employees) before uploading or
sharing their personal or telematics data on FleetWiki.
L. Export Control
Your use of FleetWiki (including our software) is subject to export and
re-export control laws and regulations. You shall not—directly or indirectly—sell,
export, re-export, transfer, divert, or otherwise dispose of
any software or service to any end-user without obtaining required
authorizations from the appropriate government authorities. You also warrant
that you are not prohibited from receiving U.S.-origin products, including
software or Services.
M. Contributions to FleetWiki
By submitting ideas, suggestions, documents, and/or proposals
(“Contributions”) to FleetWiki through its suggestion or feedback webpages, you
acknowledge and agree that:
3. YOUR RIGHTS
On the condition that you comply with all your obligations under this
Agreement (including, but not limited to, the Dos and Don'ts in Section 10), we
grant you a limited, revocable, nonexclusive, nonassignable,
nonsublicenseable license and right to access the
Services via generally available web browsers, mobile devices, or applications
(but not through scraping, spidering, crawling, or other technology unless
expressly permitted by FleetWiki) and to use the Services in accordance with
this Agreement. Any other use of FleetWiki contrary to our mission and purpose
is strictly prohibited and a violation of this Agreement. We reserve all rights
not expressly granted.
4. OUR RIGHTS AND OBLIGATIONS
A. Services Availability
For as long as FleetWiki continues to offer the Services, FleetWiki shall
provide and seek to update, improve, and expand them. As a result, we allow you
to access FleetWiki as it may exist and be available on any given day and have
no other obligations, except as expressly stated in this Agreement. We may
modify, replace, refuse access to, suspend, or discontinue FleetWiki (partially
or entirely), or change and modify prices for all or part of the Services for
you or all users at our sole discretion. All such changes shall be effective
upon posting on our site or by direct communication to you, unless otherwise
noted. FleetWiki has no obligation to store, maintain, or provide you a copy of any content that you or other Users provide
when using the Services.
B. Third-Party Sites
FleetWiki may include links to third-party websites (“Third-Party Sites”).
You are responsible for deciding whether you want to access or use a
Third-Party Site. You should review any applicable terms and/or privacy policy
of a Third-Party Site before using it or sharing any information. FleetWiki is
not responsible for and does not endorse any features, content, advertising,
products, or other materials on or available from Third-Party Sites. You agree
that your use of Third-Party Sites is at your own risk.
C. Inclusion of Company Information on
the FleetWiki Website
You acknowledge, consent, and agree that we may include public-domain
information about your company and its products and services on the FleetWiki
website. This includes, but is not limited to, news releases, presentations,
white papers, case histories, technical brochures, company logos, images,
pictures, and links to websites operated by your company or containing
information about your company and its products and services.
D. Disclosure of User Information
You acknowledge, consent, and agree that we may access, preserve, and
disclose your registration and any other information you provide if required to
do so by law or in a good-faith belief that such access, preservation, or
disclosure is reasonably necessary, in our opinion, to:
Disclosures of user information to third parties other than those
required for customer support, administration of this Agreement, or legal
compliance are addressed in the Privacy Policy.
E. Interactions with Other Users
You are solely responsible for your interactions with other Users.
FleetWiki may limit or prohibit you from contacting other Users or otherwise
limit your use of the Services. FleetWiki reserves the right, but has no
obligation, to monitor disputes between you and other members and to restrict,
suspend, or close your account if we determine—at our sole discretion—that
doing so is necessary to enforce this Agreement.
F. Advertising and Sponsorship
FleetWiki may display advertisements, sponsored content, or promotions.
You agree that FleetWiki may place such advertising and promotions on the site,
and you acknowledge that FleetWiki is not responsible or liable for any loss or
damage of any sort incurred by your interactions with third-party advertisers.
FleetWiki may also include affiliate links that allow us to earn a commission
when users click through to external sites and/or make purchases. We will
disclose such affiliate relationships in accordance with applicable
regulations.
5. DISCLAIMER
SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED
TERMS IN CONTRACTS WITH CONSUMERS, AND AS A RESULT, THE CONTENTS OF THIS
SECTION MAY NOT APPLY TO YOU.
DO NOT RELY ON FLEETWIKI, ANY INFORMATION THEREIN, OR ITS CONTINUATION.
WE PROVIDE THE PLATFORM FOR FLEETWIKI AND ALL INFORMATION AND SERVICES ON AN
“AS IS” AND “AS AVAILABLE” BASIS. FLEETWIKI DOES NOT CONTROL OR VET
USER-GENERATED CONTENT FOR ACCURACY, AND WE DO NOT GUARANTEE THE COMPLETENESS,
ACCURACY, OR RELIABILITY OF ANY USER CONTENT.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY
AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION,
ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY
FLEETWIKI OR ANYTHING RELATED TO FLEETWIKI, YOU MAY CLOSE YOUR FLEETWIKI
ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 7
(TERMINATION). SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.
FLEETWIKI IS NOT RESPONSIBLE AND MAKES NO REPRESENTATIONS OR WARRANTIES
FOR THE DELIVERY OF ANY MESSAGES OR OTHER USER-GENERATED CONTENT SENT THROUGH
FLEETWIKI. FLEETWIKI DOES NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT
INTERRUPTION OR ERRORS. FLEETWIKI DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY
ANY SUCH INTERRUPTION OR ERRORS. FURTHERMORE, FLEETWIKI DISCLAIMS ALL LIABILITY
FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE
WEBSITE FOR ANY REASON.
6. LIMITATION OF LIABILITY
SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN
CONTRACTS WITH CONSUMERS, AND AS A RESULT, THIS SECTION MAY NOT APPLY TO YOU.
Neither FleetWiki nor any of our employees, shareholders, or directors
(“FleetWiki Affiliates”) shall be cumulatively liable for:
This limitation of liability is part of the basis of the bargain between
the parties. This limitation of liability shall:
7. TERMINATION
A. Mutual Rights of Termination
You may terminate this Agreement for any or no reason, at any time, with
notice to FleetWiki pursuant to Section 9.C. This notice will be effective upon
FleetWiki processing your notice. FleetWiki may terminate the Agreement and
your account for any reason or no reason, at any time, with or without notice,
effective immediately or as may be specified in the notice.
B. Misuse of the
Services
FleetWiki may restrict, suspend, or terminate the account of any User who
abuses or misuses the Services. Misuse includes (but is not limited to):
inviting other Users you do not know to connect; creating false profiles;
infringing any intellectual property rights; or violating any of the Dos and
Don'ts listed in Section 10. Without limiting the foregoing, FleetWiki has
adopted a policy of terminating accounts of Users who are deemed to be repeat
infringers under applicable copyright law.
C. Effect of Termination
Upon the termination of your FleetWiki account, you lose access to the
Services. The terms of this Agreement shall survive any termination except
Sections 3 (“Your Rights”) and 4.A-B and 4.D (“Our Rights and Obligations”),
which shall terminate immediately.
8. DISPUTE RESOLUTION
A. Law and Forum for Legal Disputes
This Agreement or any claim arising out of or related to this Agreement
shall be governed by and construed in accordance with the laws of the State of
Ohio, without regard to its conflict of law provisions. Any dispute shall be
finally settled by the competent courts located in the State of Ohio, unless
otherwise required by applicable law. Notwithstanding the above, you agree that
FleetWiki may apply for injunctive remedies (or an equivalent type of urgent
legal relief) in any jurisdiction.
B. Arbitration Option
For any claim (excluding claims for injunctive or other equitable relief)
where the total amount sought is less than $10,000, the party requesting relief
may elect to resolve the dispute in a cost-effective manner through binding
non-appearance-based arbitration. The ADR provider and the parties must comply
with the following rules:
9. GENERAL TERMS
A. Severability
If any provision of this Agreement is found by a court of competent
jurisdiction to be illegal, void, or unenforceable, the unenforceable provision
will be modified to the minimum extent necessary so that it is enforceable. The
validity of the remaining provisions shall remain in full force
and effect.
B. Language
Where FleetWiki has provided you with a translation of the English
version of this Agreement, the Privacy Policy, or any other documentation, you
agree that the English language version will govern your relationship with
FleetWiki.
C. Notices and Service of Process
In addition to Section 2.H (Notifications and Service Messages), we may
notify you via postings on www.FleetWiki.net. You may contact us
via mail or courier at:
Havill & Company, Inc.
3178 N. Republic Blvd., #1
Toledo, OH 43615
USA
FleetWiki accepts service of process at this
address. Any notices you provide without compliance with this section shall
have no legal effect.
D. Entire Agreement
You agree that this Agreement constitutes the entire, complete, and
exclusive agreement between you and us regarding the Services and supersedes
all prior agreements or understandings.
E. Amendments to This Agreement
We reserve the right to modify, supplement, or replace the terms of this
Agreement. If we make material changes, we will provide you with notice (such
as by posting on FleetWiki or sending an email) prior to the changes becoming
effective. By continuing to use FleetWiki after changes become effective, you
agree to the updated terms. If you do not want to agree, you can terminate this
Agreement as provided in Section 7 (Termination).
F. No Informal Waivers, Agreements, or
Representations
Our failure to act with respect to a breach by you or others does not
waive our right to act on subsequent or similar breaches. Except as expressly
contemplated by the Agreement, no acts by any FleetWiki Affiliate shall be
deemed legally binding unless documented in a physical writing hand-signed by a
duly appointed officer of FleetWiki.
G. No Injunctive Relief
You shall not seek or be entitled to rescission, injunctive, or other
equitable relief, or to enjoin or restrain the
operation of the Service or exploitation of any advertising or other materials
in connection therewith.
H. Beneficiaries
Havill & Company, Inc. and its service FleetWiki have the right to
enforce the Agreement directly against you.
I. Assignment and Delegation
You may not assign or delegate any rights or obligations under the
Agreement; any attempt to do so is ineffective. We may freely assign or
delegate all rights and obligations under the Agreement without notice to you.
We may also substitute FleetWiki for any third party that assumes our rights
and obligations under this Agreement.
J. Potential Other Rights and
Obligations
You may have rights or obligations under local law other than those
enumerated here if you are located outside the United States.
10. FLEETWIKI USER “DOS” AND “DON’TS”
A. Do Undertake the Following
B. Don't Undertake the Following
11. JUST TO BE CLEAR
Havill draws on information and analysis believed to be reliable.
However, neither Havill nor any individuals credited with authorship or support
can guarantee accuracy or completeness or be liable for possible errors of fact
or judgment. By using Havill information or services, you hereby release and
waive any and all claims against Havill and its
respective directors, members, shareholders, officers, employees, agents, and
representatives (collectively, “Representatives”) from any liabilities or
damages resulting from the use of such information or data. You may only use
the data or information we provide within your company and fleet customer base,
but such information shall not be relied upon as the exclusive basis for
evaluating decisions. IN NO EVENT WILL HAVILL OR ITS REPRESENTATIVES BE LIABLE
FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY
DAMAGES ARISING DIRECTLY OR INDIRECTLY OUT OF THE USE OF, OR INABILITY TO USE,
HAVILL INFORMATION OR SERVICES. If any of the foregoing limitations on
liability are found invalid or unenforceable by a court of competent
jurisdiction, the maximum liability of Havill and its affiliated Subscribers or
their Representatives shall not exceed the most recent monthly fee that you
paid for a Service, if any, or US $100, whichever amount is greater.
You acknowledge that Havill is the owner of all rights, titles, and
interests in and to Havill research, its database, and its information,
including (without limitation) all intellectual property rights. You shall not disclose to anyone or permit access to Havill
data, information, or programs. You agree that any breach of this paragraph
would cause Havill irreparable injury and that upon any breach or attempted
breach, Havill shall have the right to injunctive relief in addition to any
other remedies at law or equity.
By subscribing to the FleetWiki Technologies multi-client study and
companion website (FleetWiki.net), you accept the terms of this Agreement.
12. COMPLAINTS REGARDING CONTENT
POSTED ON THE FLEETWIKI WEBSITE
We built FleetWiki to help fleet operators and industry suppliers
succeed. We also respect the intellectual property rights of others and require
that information posted by Users be accurate and not violate the rights of
third parties.
B. DMCA Notice
If you believe that any content on FleetWiki infringes your copyright,
please send a DMCA notice (or equivalent, if you are outside the U.S.) that
includes:
If your content has been removed due to a DMCA notice, you may file a
counter-notification pursuant to applicable law. FleetWiki will follow the
relevant legal requirements for DMCA takedown and counter-notification
procedures.
FleetWiki is a Havill & Company, Inc. service, Toledo, OH, USA.
Thank you for using FleetWiki!
If you have any questions or concerns about these Terms, please contact us at:
Havill & Company, Inc.
3178 N. Republic Blvd., #1
Toledo, OH 43615
USA
Email: editor@fleetwiki.net
By continuing to use FleetWiki, you acknowledge that you have read,
understood, and agree to be bound by these Terms of Use.
FleetLeads License Agreement
(“Agreement” or “Terms of Use” or “Purchase Agreement”)
This License Agreement (the “Agreement”) is entered into by and between
FleetWiki.net (“Licensor” or “We” or “Us”), and any individual, corporation,
or other business entity purchasing or otherwise accessing the Data (as defined below)
(“Licensee” or “You”).
By purchasing, accessing, or otherwise using any Data from Licensor,
You agree to the terms and conditions set forth below. If You do not agree to
these terms, You must not purchase, access, or use the Data.
1. Definitions
1.1 “Data”
Refers to any list(s), database(s), records, or related information
(including mailing addresses, email addresses, telephone numbers, or other
contact or demographic details) provided by Licensor to Licensee under this
Agreement.
1.2 “Permitted Purpose”
Means the specific purpose(s) for which Licensee may use the Data, as
agreed upon between the parties, typically for direct marketing, email
marketing, or related business outreach efforts targeting the commercial fleet
market in the United States.
1.3 “Confidential Information”
Means any non-public information disclosed by one party to the other that
is either marked as confidential or that a reasonable person would understand
to be confidential, including but not limited to Data, pricing, technical
processes, or trade secrets.
1.4 “Effective Date”
Means the date on which Licensee first purchases, accesses, or otherwise
uses the Data covered by this Agreement.
2. Grant of License
2.1 Limited License
Subject to the terms and conditions of this Agreement, Licensor hereby
grants to Licensee a non-exclusive, non-transferable, non-sublicensable,
revocable license to use the Data solely for the Permitted Purpose.
2.2 Authorized Users
Licensee may permit its officers, employees, and contracted agents acting
on Licensee's behalf (“Authorized Users”) to access and use the Data, provided
that such Authorized Users are bound by obligations of confidentiality and
adhere to the restrictions set forth in this Agreement.
3. Restrictions on Use
3.1 No Unauthorized Distribution
Licensee shall not sell, rent, lease, transfer, or otherwise make the
Data available to any third party, except as explicitly authorized in this
Agreement.
3.2 No Reverse Engineering
Licensee shall not (and shall not permit any third party to) reverse
engineer, disassemble, decompile, or otherwise attempt to discover the
underlying structure or organization of the Data beyond what is necessary for
the Permitted Purpose.
3.3 Compliance With Laws
Licensee shall comply with all applicable local, state, federal, and
international laws, regulations, and guidelines in using the Data, including
but not limited to CAN-SPAM Act, TCPA, and any applicable data protection and
privacy laws (e.g., GDPR, if applicable).
3.4 Data Scrubbing and Suppression
If required by law or industry best practices, Licensee shall apply
relevant suppression lists (e.g., opt-out lists) and maintain do-not-contact
requests to ensure compliance with email, telephone, or direct marketing
regulations.
3.5 Usage Limitations
Unless otherwise specified in writing by Licensor, the Data is licensed
for unlimited use for the period of one year from the date of purchase. Any
subsequent use beyond one year from the date of purchase must be negotiated and
purchased separately, or as otherwise agreed in a written statement of work or
purchase order.
3.6 Prohibited Purposes
Licensee shall not use the Data for: (a) credit or insurance
underwriting; (b) consumer debt collection or skip tracing; (c) profiling or
targeting individuals based on sensitive personal data; (d) any activity
regulated under the Fair Credit Reporting Act or similar legislation; or (e)
any purpose outside direct business-to-business marketing to commercial fleets.
4. Term and Termination
4.1 Term
The term of this Agreement begins on the Effective Date and continues for
the duration specified in the applicable order form or invoice, or until
terminated as provided in this Agreement.
4.2 Termination for Convenience
Licensor may terminate this Agreement at any time, for any reason, by
providing written notice to Licensee. Licensee may also terminate at any time
subject to the applicable notice period outlined in the relevant order form or
invoice.
4.3 Termination for Breach
If Licensee breaches any material term of this Agreement, Licensor may,
at its sole discretion, terminate this Agreement immediately upon written
notice.
4.4 Effect of Termination
Upon termination or expiration of this Agreement, Licensee shall
immediately (a) cease all use of the Data, (b) delete or destroy all copies of
the Data in its possession or control, and (c) certify such destruction in
writing upon Licensor's request. No refund of any fees paid or owed will be
granted upon termination unless otherwise required by applicable law.
5. Payment Terms
5.1 Fees
Licensee shall pay Licensor the fees set forth in the applicable invoice,
order form, or pricing schedule. Unless otherwise stated, fees are due prior to
the delivery of Data.
5.2 Late Payments
Any invoices not paid when due may accrue interest at the rate of one and
one-half percent (1.5%) per month, or the maximum rate allowed by law,
whichever is less.
5.3 Taxes
All payments are exclusive of any sales, use, value-added, or other
taxes. Licensee shall be responsible for all taxes (excluding those on
Licensor's net income) arising out of this Agreement.
6. Data Quality and Disclaimer
6.1 No Warranty as to Accuracy or Completeness
While Licensor makes commercially reasonable efforts to ensure the Data's
accuracy, Licensor does not guarantee that the Data will be error-free,
complete, or current. The Data is provided on an “AS IS” and “AS AVAILABLE” basis.
6.2 No Warranty of Results
Licensor does not guarantee any outcome, sales, leads, or results from
Licensee's use of the Data. Licensee assumes all responsibility for its direct
marketing or other usage of the Data.
6.3 Disclaimer of Warranties
TO THE EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
6.4 Additional Compliance Notice
Licensee acknowledges that the Data is intended solely for
business-to-business outreach. Licensee agrees that any inclusion of personal
or consumer information in the Data is incidental and must be handled in full
compliance with privacy regulations (e.g., CCPA, GDPR, or other applicable
privacy laws).
7. Limitation of Liability
7.1 Exclusion of Certain Damages
IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION,
LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING
OUT OF OR RELATED TO THIS AGREEMENT.
7.2 Aggregate Liability
TO THE EXTENT PERMITTED BY LAW, LICENSOR'S TOTAL LIABILITY UNDER THIS
AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE FOR THE DATA DIRECTLY
CAUSING THE LIABILITY EVENT.
8. Indemnification
Licensee shall defend, indemnify, and hold
Licensor, its officers, directors, employees, and agents harmless from and
against any claims, liabilities, losses, damages, costs, or expenses (including
reasonable attorneys' fees) arising from or related to:
9. Confidentiality
9.1 Obligations
Each party agrees to maintain the other party's Confidential Information
in confidence and to use it only for purposes consistent with this Agreement.
Neither party shall disclose the other party's Confidential Information to any
third party without prior written consent, except to Authorized Users or
third-party service providers who need access to fulfill obligations under this
Agreement and are subject to confidentiality obligations.
9.2 Exceptions
Confidential Information does not include information that (a) is or
becomes publicly available without breach of this Agreement, (b) was lawfully
known to the receiving party prior to disclosure, (c) is rightfully obtained
from a third party without restriction, or (d) is independently developed
without use of the disclosing party's Confidential Information.
10. Compliance With Laws
10.1 Applicable Laws
Licensee agrees to comply with all applicable federal, state, and local
laws, rules, and regulations, including those concerning privacy, marketing,
and data security. Licensee is solely responsible for
determining how the law applies to its use of the Data.
10.2 Data Protection and Privacy
Licensee shall implement and maintain reasonable security measures to
protect the Data from unauthorized access or disclosure. Licensee shall not
merge or integrate the Data with any database that would violate privacy or
data protection laws.
10.3 International Compliance (If Applicable)
If Licensee uses the Data outside of the United States or targets
individuals in other jurisdictions, Licensee is responsible for ensuring
compliance with applicable data protection regulations (e.g., GDPR).
10.4 No Use for Consumer Credit or Insurance Decisions
Licensee explicitly acknowledges that the Data is not provided as a
consumer reporting resource. Licensee shall not use the Data to determine
eligibility for credit, insurance, employment, or any other purpose that would
bring it under the Fair Credit Reporting Act or analogous laws.
11. Audit Rights
Licensor reserves the right (but not the obligation) to audit Licensee's
use of the Data to ensure compliance with this Agreement. Any such audit shall
be conducted during normal business hours with reasonable notice.
12. Miscellaneous
12.1 Governing Law
This Agreement shall be governed and construed in accordance with the
laws of the State of Ohio, without regard to its conflict of laws principles.
12.2 Dispute Resolution
Any disputes arising out of or in connection with this Agreement shall
first be attempted to be resolved amicably by negotiation. If the matter cannot
be resolved, either party may seek remedies in a court of competent
jurisdiction. The parties consent to personal jurisdiction and venue in such
courts.
12.3 Force Majeure
Neither party shall be liable for any delay or failure to perform
obligations under this Agreement to the extent caused by events beyond its
reasonable control, including natural disasters, war, or government actions.
12.4 Assignment
Licensee may not assign or transfer this Agreement or any rights or
obligations herein without Licensor's prior written consent. Any unauthorized
assignment shall be null and void.
12.5 Entire Agreement
This Agreement, along with any applicable order form or invoice
referencing it, constitutes the entire agreement between the parties regarding
the subject matter hereof and supersedes any prior agreements or
understandings.
12.6 Severability
If any provision of this Agreement is found to be invalid, unenforceable,
or illegal, the remaining provisions will remain in full force and effect.
12.7 No Waiver
No failure or delay by a party in exercising any right, power, or remedy
shall operate as a waiver, nor shall any single or partial exercise of a right,
power, or remedy preclude any further or other exercise.
12.8 Notices
All notices required under this Agreement shall be in writing and shall
be deemed given (i) when delivered by hand, (ii) one
business day after being sent by a nationally recognized overnight courier, or
(iii) upon receipt of email confirmation if followed by another method of
delivery within two (2) business days.