PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING ANY PAGE OF THE DATAHOOT WEBSITE (THIS “SITE”) OR USING ANY DATAHOOT SERVICE (COLLECTIVELY, THE “SERVICE”), YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL OTHER TERMS INCORPORATED BY REFERENCE.
a.Subject to these Terms of Service, DataHoot will provide to DataHoot clients (“Clients”) the Service as described in the Service Plan under which Client has registered and paid. These Terms of Service govern any free trial period as well as the paid term of any Service Plan. Only Client and Authorized Users (as defined below) may use the Service. Client shall designate as “Authorized Users” Client’s employees, consultants, contractors and subcontractors needing to access and use the Service for Client’s internal business purposes, up to the number of Authorized Users specified in Client’s Service Plan (if such number is specified). Client and each of its Authorized Users are subject to these Terms of Service, Client is responsible for the compliance of these Terms of Service by its Authorized Users, and Client shall be responsible for any breach of these Terms of Service by its Authorized Users or any other Client personnel. Where the context requires, requirements and prohibitions in these Terms of Service shall apply to both Clients and Authorized Users, even if expressed as a Client requirement or prohibition.
c.DataHoot will use commercially reasonable efforts to make this Site and the Service available 24 hours a day, 7 days a week. Client acknowledges and agrees that such availability is subject to: (a) planned maintenance downtime, and (b) any unavailability caused by urgent maintenance or circumstances beyond DataHoot’s control. DataHoot will use commercially reasonable efforts to provide Client support as described in the Service Plan.
d. Client acknowledges and agrees that DataHoot uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service, and that the technical processing and transmission of the Service involve encrypted transmissions over various external networks and changes to conform and adapt to technical requirements of connecting networks or devices.
e.DataHoot reserves the right at any time to modify, augment, enhance or discontinue, temporarily or permanently, the Service (or any part thereof) (each, a “Service Change”), provided that in each instance DataHoot is making such Service Change for its customers generally. Use of any new Service features, tools and resources are subject to these Terms of Service. Should DataHoot discontinue or materially degrade any material feature of the Service, DataHoot will promptly provide notice to Client and (a) DataHoot will provide Client with an appropriate price adjustment, or (b) Client may terminate this Agreement by giving written notice to DataHoot and paying any Service fees due (prorated through the date of termination) and DataHoot will provide a prorated refund of any prepaid Service fees.
g.DataHoot represents and warrants that: (i) DataHoot has acquired from its partners all necessary rights to include in the Service the DataHoot Content provided by such partners, (ii) DataHoot will provide the Service in accordance with all applicable laws, rules and regulations, and (iii) DataHoot will use commercially reasonable efforts not to introduce or infect Client’s computer systems with any worms, viruses, or other programs or devices used to modify, delete, damage, deactivate or disable any computer software, hardware or data.
b.Each Authorized User account may only be used by one individual. Multiple individuals may not use or share a single account. If DataHoot reasonably believes that account sharing has occurred, Client will assist DataHoot in determining whether such sharing has occurred. If DataHoot determines that account sharing has occurred, DataHoot reserves the right to charge Client for each individual using the Authorized User account. If account sharing continues after DataHoot gives Client written notice of account sharing with regard to one or more specified Authorized User accounts, DataHoot may terminate Client’s access to the Service under the terms of Section 9(b) below.
c. Client and Authorized Users are responsible for maintaining the security of Client’s account and password and, unless there is a security breach through no fault of Client or an Authorized User, Client accepts responsibility for all activities that occur under its or its Authorized Users’ passwords. DataHoot is not liable for any loss or damage resulting from Client’s or Authorized User’s failure to protect Client’s account or comply with Client’s or Authorized Users’ obligations under these Terms of Service.
d. Repeat trial account signups by a single user or entity are not allowed. DataHoot reserves the right to cancel any such repeat trial accounts. Trial accounts that are not accompanied by a working phone number and email will be subject to immediate cancellation without notice.
e. Subject to Client’s compliance with these Terms of Service, DataHoot grants Client (i) a limited, non-assignable (except as provided in these Terms of Service), revocable right to access and use the Service for Client’s informational and internal business use only, and (ii) a limited, non-exclusive, revocable, non-sublicensable license to download, print and use DataHoot Content for internal business use only. “DataHoot Content” means data records of companies, the format and presentation of such data, and any other text, charts, graphics, commentary, derived insights and other information created and made available by DataHoot.
f.Client and Authorized Users are not permitted to: (i) reproduce, duplicate, copy, sell, resell, lease or distribute the Service or DataHoot Content, in whole or in part, to or on behalf of any third party; (ii) publicly perform or display the Service or DataHoot Content, in whole or in part; (iii) modify or make any derivative uses of the Service or DataHoot Content, in whole or in part; (iv) use any manual or automated data mining, scraping, crawling, spiders, robots or similar data gathering or extraction methods on any webpage, screen or other content contained in, generated by or relating to the Service; (v) introduce or transmit any worms, viruses, malware or any code of a destructive nature onto or via the Service; (vi) download (other than the page caching) any portion of the Service or DataHoot Content, except as expressly permitted by these Terms of Service or the functionality of the Service; (vii) use the Service or DataHoot Content except as expressly permitted by these Terms of Service; (viii) access or use the Service for monitoring the Service’s availability, performance or functionality, or for any other benchmarking or competitive purposes; or (ix) conduct any activity using the Service or DataHoot Content that is illegal or in violation of any applicable laws and regulations, including, without limitation, all national, state, local and other laws and regulations relating to physical mailing, emailing or spam (collectively, “Client Prohibitions”). Uses expressly permitted by these Terms of Service include but are not limited to downloading into spreadsheets for internal business analytical uses, and uploading into Client’s CRM system for internal business purposes.
g. Unless explicitly stated herein, nothing in these Terms of Service will be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.
h. Client shall indemnify, defend and hold DataHoot and its employees, managers, officers, and agents (collectively, the “Indemnitees”) harmless from and against any claim, demand, suit or proceeding made or brought against an Indemnitee by a third party (i) arising out of Client’s or Authorized Users’ use of the Service or DataHoot Content in violation of these Terms of Service or of applicable laws, rules, or regulations, or (ii) alleging that any Client Content or Client’s or Authorized Users’ unauthorized use of the Service infringes or misappropriates the intellectual property rights, or violates the privacy or other rights, of a third party. Client shall indemnify the Indemnitees from and against any related damages, losses, liabilities, expenses, attorney fees and costs.
i. If Client’s Service Plan limits the number of company profile synchronizations (aka lead exports) per month to Client’s CRM or the number of results views in list form. Client does not have the right to carry forward, or obtain credit for, or provide to others, any unused lead exports or result views in any month. If Client requires access to more data than allowed under Client’s Service Plan, Client may contact DataHoot to upgrade its Service Plan. In no event shall Client or an Authorized User provide any leads or information (or any information in or extracted from or derived from any leads) to any third party (other than Client’s CRM system), even if Client or Authorized User has exported and stored such leads or information in or to another platform.
a. Client understands that the Service gathers, organizes and derives insights on companies based on available information and data provided by third parties or contributed by Clients (together, “Third Party Content”). DataHoot does not pre-screen Third Party Content that may be presented or available through the Service. DataHoot has the right in its sole discretion to limit, restrict or remove any Third Party Content from the Service. DataHoot makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of any Third Party Content. DataHoot does not represent or warrant the accuracy of any Third Party Content, undertakes no responsibility to update or review any Third Party Content, and makes no guarantee as to the accuracy, timeliness or completeness of any Third Party Content. Providing Third Party Content or attribution to the source of any Third Party Content does not imply affiliation, endorsement or adoption by DataHoot of the Third Party Content or Third Party Content provider. In the event that a Third Party Content provider requires DataHoot to remove or discontinue use of any Third Party Content, DataHoot may in turn direct Client to cease using such Third Party Content and expunge it from Client’s platforms. Client agrees to comply promptly with any such direction.
b. Third party applications or services (“Third Party Apps”) may be available through the Service. DataHoot does not warrant, and is not responsible for the legality, quality, accuracy, integrity, fitness, reliability, or availability of any Third Party Apps that Client may connect to through or with the Service, or any descriptions or promises related to such Third Party Apps. Client’s agreement to use such Third Party Apps will be solely between Client and such Third Party App provider.
c.If Client installs or enables Third Party Apps for use with the Service, or accesses the Service from the Third Party Apps, Client acknowledges and agrees that: (i) DataHoot may allow such Third Party Apps providers to access Client’s data for provisioning or interoperation of the Third Party Apps with the Service; (ii) Client is solely responsible for ensuring that it has obtained all necessary rights, licenses and authorizations from the Third Party App provider; and (iii) DataHoot will not be responsible for any disclosure, modification or deletion of Client’s data by a Third Party App provider. If Client obtains any custom data via Third Party Apps through the Service, Client is responsible for obtaining all necessary rights, licenses and authorizations to use such custom data, and to authorize DataHoot to host, transmit and display such custom data. If Client does not want to permit the exchange of Client’s data or account information with Third Party Apps, Client should not enable or should disable such Third Party Apps for use with the Service.
d.The Service may provide links to third-party websites (“Third Party Sites”) where Client may obtain Third Party Content. DataHoot makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of any Third Party Sites, or Third Party Sites linking to the Service. Such Third Party Sites are not under the control of DataHoot and DataHoot is not responsible for any Third Party Site, any content, links or services on such Third Party Site, or any review, changes or updates to a Third Party Site. DataHoot provides links to Third Party Sites to Client only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by DataHoot of any Third Party Site or any information contained therein. When Client leaves this Site, Client understands that the terms and policies of the provider of the Third Party Site, not those of DataHoot, will govern Client’s use of the Third Party Site. Client should review the applicable terms and policies, including privacy and data gathering practices, of any Third Party Site to which Client navigates. DataHoot does not monitor or have any control over any Third Party Site.
e.DataHoot may run advertisements and promotions from third parties on the Service or may otherwise provide information about or links to third-party products or services. Client’s dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties or representations associated with such dealings or promotions, are solely between Client and such third party. DataHoot is not responsible or liable for any loss or damage of any sort incurred by Client as the result of any Client’s dealings with or reliance on any such third party advertising, promotions or information.
a. The Service and DataHoot Content, including, without limitation, any and all logos, designs, text, graphics, pictures, information, data, software, algorithms, sound files, other files, any selection and arrangement of any of the foregoing and anything else provided by the Service are the proprietary property of DataHoot or its licensors and are protected by U.S. and international intellectual property laws. The copyrights of the look and feel of the Service and DataHoot Content are the sole and exclusive property of DataHoot. Client may not duplicate, copy, distribute or reuse any portion of the HTML/CSS or visual design elements of the Service or DataHoot Content without the prior written consent of DataHoot. Third Party Content is the property of its respective owners or their licensors.
b. The DataHoot name, logos and slogans are trademarks of DataHoot. Without the prior written permission from DataHoot, Client may not: (i) copy, imitate or use, in whole or in part, any DataHoot mark; or (ii) use any metatags or any other “hidden text” utilizing “DataHoot” or any other name, trademark or product or service name of DataHoot. The look and feel of the Service, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of DataHoot and may not be copied, imitated or used, in whole or in part, without DataHoot’s prior written permission. You may not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service. All other trademarks, product names and company names or logos mentioned by or appearing in the Service are the property of their respective owners. Reference in the Service to any third party products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise, does not constitute or imply endorsement, sponsorship or recommendation thereof by DataHoot.
c. Client retains all proprietary rights to (i) Client’s data that may be input by Client, or otherwise provided to DataHoot, while using the Service, (ii) Client materials created by Client or for Client by a third party using information provided by the Service, and (iii) content from Client’s CRM system provided to DataHoot (collectively, “Client Content”). Client hereby grants DataHoot a non-exclusive, worldwide, royalty-free license to use Client Content in providing the Service to Client.
d. “Client Contributions” shall mean corrections, updates, improvements, feedback, data or other changes to the Service that Client provides to DataHoot. Client hereby grants DataHoot a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use, copy, distribute, display, modify and make derivative works from (i) such Client Contributions and (ii) contact information and firmographic data included in Client Content (excluding Client-specific data).
e. In accordance with the United States Digital Millennium Copyright Act, if Client or anyone else (“Notice Giver”) accessing or using the Service believes that any material on the Service violates Notice Giver’s intellectual property rights, Notice Giver should promptly send a written notice to DataHoot’s Copyright Agent (set forth below) containing the following information: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit DataHoot to locate the material; (iv) the Notice Giver’s contact information, including address, telephone number, and an email address; (v) a statement that the Notice Giver has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that Notice Giver is authorized to act on behalf of the copyright owner.
a. “Confidential Information” means information disclosed by a party (“Discloser”) to the other party (“Recipient”) that is marked “Confidential,” or that is confirmed in writing to be confidential within 10 days of oral disclosure, or that should reasonably be understood to be confidential. DataHoot’s Confidential Information includes the Service, DataHoot Content and any business, product and service information not publicly known. Client Confidential Information includes Client Content and all personally identifiable information about any Client, any Authorized User or any employee of or person associated with Client, but excludes Client Contributions. Confidential Information does not include any information that: (i) is or becomes publicly known through no fault of the Recipient; (ii) was known to the Recipient prior to disclosure by Discloser without violation of any confidentiality obligation to Discloser; (iii) is received by Recipient from a third party with no duty of confidentiality; or (iv) is independently developed by Recipient.
b. Recipient will use the same degree of care to protect Discloser’s Confidential Information that it uses to protect its own confidential information, but no less than reasonable care. Unless authorized by Discloser, Recipient shall only use Confidential Information as needed to perform or exercise its rights under these Terms of Service, and shall not disclose any Confidential Information to any third party except to Recipient’s personnel and subcontractors requiring the Confidential Information to perform or exercise Recipient’s rights under this agreement and who are bound by written confidentiality obligations with respect to the Confidential Information which are at least as restrictive as these Terms of Service. Recipient may disclose Confidential Information if compelled by law and directed to do so by a court of competent jurisdiction, but will promptly give Discloser notice of such compelled disclosure as permitted by law.
a. Charges will begin to accrue on the day after the trial period ends. Client payments shall be non-refundable, except as provided in these Terms of Service or Client’s service agreement.
b. Unless otherwise stated, DataHoot’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Client is responsible for paying all Taxes associated with Service purchases. If DataHoot has the obligation to pay or collect Taxes for which Client is responsible, the appropriate amount shall be invoiced to and paid by Client, unless Client provides DataHoot with a valid tax exemption certificate authorized by the appropriate taxing authority.
a. Each party represents that it has the legal authority to enter into this agreement and to abide by these Terms of Service.
b.EXCEPT AS PROVIDED IN THESE TERMS OF SERVICE, CLIENT’S USE OF THE SERVICE IS AT CLIENT’S SOLE RISK AND THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. Except as provided in these Terms of Service, DataHoot does not represent or warrant that: (i) the Service will meet Client’s specific requirements; (ii) the Service will be uninterrupted, timely, secure, or error-free; (iii) the results that may be obtained from the use of the Service will be accurate, timely or reliable; (iv) the quality of any products, services, information, or other material purchased or obtained by Client through the Service will meet Client expectations; or (v) any errors in the Service will be corrected. In particular, DataHoot makes no representations or warranties of any kind with respect to any Third Party Content, Third Party Apps or Third Party Sites.
c. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW.
a. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY CONTAINED IN THESE TERMS OF SERVICE, AND EXCEPT FOR DATAHOOT’S CONFIDENTIALITY OBLIGATIONS HEREUNDER, DATAHOOT’S TOTAL CUMULATIVE LIABILITY TO CLIENT FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO AND WILL NOT EXCEED AN AMOUNT EQUAL TO THE FEES PAID TO DATAHOOT BY CLIENT UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
b. EACH PARTY EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
c. The parties expressly acknowledge and agree that DataHoot has set its fees and entered into the agreement to provide the Service in reliance upon the limitations of liability specified herein, which allocate the risk between Client and DataHoot and form a basis of the bargain between the parties.
a.Unless either party provides the other party with written notice of termination at least sixty (60) days prior to the expiration date, the Service Plan term will renew automatically and Client will be charged accordingly. DataHoot reserves the right to modify these Terms of Service, and the Service Plan charges and fees, for the renewal term by giving Client written notice at least sixty (60) days prior to the Service Plan expiration date, in which case the Service Plan term will renew automatically and Client will be charged accordingly unless Client provides DataHoot with written notice by the later of (i) thirty (30) days from receipt of the DataHoot notice or (ii) sixty (60) days prior to the Service Plan expiration date.
b.Either Party has the right to immediately terminate the use of the Service, and the license rights provided hereunder, if the other Party breaches any provision of these Terms of Service and the breaching Party fails to cure the breach within thirty (30) days after receiving written notice of the breach.
c. DataHoot, in its sole discretion, has the right to suspend or terminate Client’s account and refuse any and all current or future use of the Service, if it reasonably determines that Client’s actions are causing substantive harm to the Service or may cause material legal liability to DataHoot, its licensors or other customers. In the event of such termination, Client will be entitled to a refund of fees paid, pro-rated for the remainder of any Service Plan term.
d. Upon any expiration of Client’s Service Plan or termination or cancellation of Client’s account, Client will promptly (i) cease using the Service; and (ii) cease using and will expunge any DataHoot Content and Third Party Content on Client’s platform obtained from the Service as may be required by DataHoot.
e. The rights and obligations of the parties contained in Sections 2(h), 3(e), 4, 5, 7, 8, 9(d) and 10 will survive the termination or cancellation of Client’s account and access to the Service under these Terms of Service.
a.You acknowledge that to the extent you choose to use or access certain features of the Datahoot services, you may be asked to submit or enable the transmission of certain personal information required for the operability of our services.
a. Client may not assign its rights and obligations under these Terms of Service, in whole or in part, by operation of law or otherwise, without DataHoot’s express prior written consent (which consent shall not be unreasonably withheld); provided, however, Client may, by giving DataHoot prior written notice, assign this agreement to a Client Affiliate (as defined below) or to a successor entity in connection with any reincorporation, merger, acquisition or other business combination; provided, further that, if (i) DataHoot is contractually prohibited by a DataHoot vendor from providing the Service to such successor entity or (ii) the successor entity is an actual or potential competitor of DataHoot, then DataHoot may terminate this Agreement within thirty (30) days following notice of such intended assignment by giving Client thirty (30) days advance written notice of such termination and will refund all prepaid Service fees for the period affected by the termination. Any attempt to assign this Agreement, without such consent, will be null and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's successors and permitted assigns. DataHoot may assign this Agreement without Customer’s consent to a successor entity in connection with any reincorporation, merger, acquisition or other business combination, provided that (i) any assignee fulfills the DataHoot obligations set forth in these Terms of Service and (ii) the purchaser is not a direct competitor of Client. For purposes of this Agreement, “Client Affiliate” shall mean any other entity that, directly or indirectly, controls, or is controlled by, or is under common control with Client.
b. These Terms of Service will be governed by and construed in accordance with the laws of the State of California excluding conflict of laws principles. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the parties hereby irrevocably consent to personal jurisdiction and venue therein.
c. Except as expressly set forth in these Terms of Service, the exercise by either party of any of its remedies hereunder will be without prejudice to its other remedies under these Terms of Service or otherwise. The failure by either party to enforce any provision of these Terms of Service will not constitute a waiver of future enforcement of that or any other provision.
d. If for any reason a court of competent jurisdiction finds any provision of these Terms of Service invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions will remain in full force and effect.
e. All notices required or permitted under these Terms of Service will be in writing and delivered by courier or overnight delivery services, by electronic mail, or by certified mail, and in each instance will be deemed given upon receipt. All communications will be sent to the addresses on file related to Client’s account or to such other address as may be specified by either party to the other. Either party may change its address for notices under this agreement by giving written notice to the other party.
f. Neither party will be responsible for any failure or delay in its performance under these Terms of Service (except for any payment obligations) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, terrorism, riot, acts of God or governmental action.
g.The parties under these Terms of Service are independent contractors and these Terms of Service do not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.
h. Client agrees to comply fully with all applicable export laws and regulations of the United States (“Export Laws”) to ensure that neither the Service, nor any direct product thereof are: (i) exported or re-exported by Client directly or indirectly in violation of Export Laws; or (ii) used by Client for any purposes prohibited by the Export Laws, including but not limited to nuclear, chemical, or biological weapons proliferation.
i.These Terms of Service, together with any referenced Service Plan and any other DataHoot terms, conditions and policies, constitute the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter. Any waiver, modification or amendment of any provision of these Terms of Service will be.