Terms of Service
Last updated: April 1st, 2025
Please read the following terms of service (the “Terms”) carefully before accessing or using our software, website, the Service Output Data (as defined below) or API (collectively the “Service”). By signing or submitting an ordering document for the Service (an “Order Form”) or by accessing or using our Service, you agree to be bound by these Terms. These Terms, along with the terms and conditions of the Order Form constitute a single contract (the “Agreement”) between Tagis Inc., a company located at 2443 Fillmore St #380-3880, San Francisco, CA 94115 (“Company”, “our”, “us” or “we”) and you, the user of the Service (“Customer”, “your” or “you”). Each party is referred to as a “party”, and collectively, we are the “parties” (or “both of us”).
Please ensure you understand the following terms, as they set out the conditions, rights and other essential information regarding your access and use of the Service.
Please note that we may change these Terms at any time at our sole discretion, in our sole discretion by posting updated versions of these Terms on our website (the “Website”) or otherwise providing notice to you. All such changes shall become effective upon the posting of the revised Terms on the Website or upon notice to you, as applicable.
1. Our Service
1.1. We may change the features and functionality of the Service at any time. This may include adding, modifying or removing any features or functionality of the Service or altering the amount of access we provide. The Terms will apply to any changed version of the Service. We may additionally suspend or stop the Service altogether in our sole discretion at any time.
1.2. In the event that we reasonably suspect that you have failed to comply with these Terms or have otherwise used the Service in an abusive or fraudulent manner or in a manner intended to circumvent our stated policies or rules, we may also immediately terminate your access to the Service, and, upon our written demand, you shall cease all use of the Service and the database of personal data and other business contact information that we make available, either directly or indirectly, to you and to other Company customers through the Service (the “Information Directory”).
1.3. You acknowledge and agree that you are solely responsible and liable for your use of the Service Output Data and any related communications.
2. Subscription & Payment
2.1. The Service is available on a subscription basis for any given number or package of tools, limited to the number of licenses allocated to you. Each license is designated for use by a single individual.
2.2. The specific conditions of your subscription, including pricing, allocation of licenses, duration of the Agreement, and conditions for renewal, are stipulated in the Order Form.
2.3. To subscribe to any component of the Service, you will need to add one or more payment methods to your account.
2.4. Except as specifically set forth in these Terms, subscription payments are non-refundable, and we do not provide refunds or credits for any partial subscription periods, used or unused.
2.5. We may change the subscription conditions and prices from time-to-time. You will be notified of any change and such change will only apply thirty (30) days following the referred notification.
2.6. You are responsible for all taxes (including without limitation sales and use taxes) associated with your use of the Service other than taxes based on our net income. If we believe any such tax applies to your subscription and we have a duty to collect and remit such tax, the same may be set forth on an invoice to you unless you provide us with a valid tax exemption certificate, direct pay permit, or multi-state use certificate, and shall be paid by you immediately or as provided in such invoice.
3. Term & Termination
3.1. This Agreement shall be effective for the initial service term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the initial service term, unless either party requests non-renewal in writing at least thirty (30) days prior to the end of the then-current term.
3.2. You can cancel your subscription at any time, and you will have access to your account through the subscription term. At the term of your subscription, your access will no longer be available. You commit to pay until the subscription term and you shall not be eligible for a refund or any credits.
3.3. Should you fail to remedy a breach of any term of the Agreement upon receiving a written request to do so, we are entitled to either temporarily or permanently modify or discontinue the Service, or to terminate the Agreement, subject to providing a seven (7) days’ notice to the administrative email address associated with your account (“Your Email”). Notwithstanding the foregoing, in the event of your non-payment of fees, we are entitled to either temporarily or permanently modify or discontinue the Service, or to terminate the Agreement without notice.
3.4. Should you exceed the usage limits established in the Order Form, we reserve the right to charge for the overage, cancel your subscription, or revoke access.
3.5. We reserve the right to terminate the Agreement at any time with thirty (30) days’ prior notice to Your Email, and in the event of termination without cause, we will refund any pro-rata prepaid fees for services not yet utilized.
3.6. You may additionally terminate the Agreement if we are in material breach of the Agreement and fail to cure such material breach within thirty (30) days of our receipt of a written notice from you identifying the material breach in reasonable detail. If the Agreement is terminated by you as a result of an uncured material breach by us, we shall provide you with a pro rata refund for the remainder of any prepaid fees for the then-current term.
3.7. Immediately upon termination or expiration of the Agreement, you will no longer be authorized to access the Service or use any associated Service Output Data (including but not limited to the Information Directory) and must immediately delete any Service Output Data.
4. Non-Acceptable Use
4.1. In connection with accessing or using the Service, you will not:
- Send, upload, store, or otherwise provide us or your leads with information, services, products, or business opportunities that are false, inaccurate, misleading, defamatory, libelous, harassing, obscene, racist, immoral, or illegal in any way.
- Distribute viruses or any other technologies that may harm us or your leads.
- Breach or circumvent any applicable laws (including, but not limited to, CAN-SPAM, the Telephone Consumer Protection Act, and any data, privacy, or export control laws), third-party rights (including, but not limited to, copyright, trademark, personal or consumer data rights, or privacy rights), our systems, or policies, or act in such a way that interferes with or disrupts the integrity or performance of the Service or its components.
- Provide hyperlinks, sell, or make available any items or content that infringes’ any third parties copyright, trademark, or other rights.
- Advertise or promote any illegal service or product (or send any other communications) that are illegal in the place offered or consumed.
- Advertise or promote tobacco products, firearms, ammunition or other weapons, counterfeit or pirated goods or services, adult content or services (such as pornography or escort services), unlicensed gambling, investment schemes (including promotion of “pink slip” stocks), astrology or psychic services, lotteries, credit repair services, payday loan services, or any type of hate speech (targeting any societal group).
- Use any robot, spider, scraper, or other automated means to access our Service for any purpose.
- Access the Service by any means other than those provided by us for that purpose.
- Use the Service in violation of any codes of conduct, policies, or other notices we provide you or we publish in connection with the Service.
4.2. You shall also not:
- Sell, resell, rent, lease, license, sublicense, or otherwise distribute any data or Service Output Data (including printouts or downloadable data) to third parties, or using any data as a component of, or basis for, any materials intended for sale, licensing, or distribution.
- Sell, resell, rent, lease, license, sublicense, transfer, assign, time share, or otherwise commercially exploit or make the Service or Service Output Data available to any third party.
- Reverse engineer, decompile or disassemble the Service (in whole or in part).
- Use the Service, including any associated Service Output Data, to create any derivative work, service or product.
- Extract a substantial part of the Service, Service Output Data or access it in bulk.
- Use any manual or automated means (including data scraping, crawlers, or bots) in order to access or obtain the Service or Service Output Data other than the interfaces provided by us.
- Use any part of the Service or the Service Output Data in any manner that competes with us, as solely determined by us.
4.3. For the purposes of the Agreement, “Service Output Data” means the information and other content or materials that are included in the Information Database or made available to you otherwise through the Service, which may include personal data. Output Data is exclusive of the Customer Submitted Content. We reserve the right to restrict, remove or disable access to the Information Database and any Service Output Data at any time without notice for any or no reason, including, but not limited to, upon receipt of requests or allegations from third parties or authorities.
6. Confidential Information
6.1. “Confidential Information” of a party means such party’s (or its affiliate’s): inventions, discoveries, improvements, and copyrightable material not yet patented, published, or copyrighted; special processes and methods, whether for production purposes or otherwise, and special apparatus and equipment not generally available or known to the public; current engineering research, development, design projects, research and development data, technical specifications, plans, drawings and sketches; business information such as product costs, lists of approved components and sources, price lists, production schedules, business plans, and sales and profit or loss information not yet announced or not disclosed in any other way to the public; and any other information or knowledge not generally available to the public. All business terms of this Agreement, including, but not limited to, pricing and access, shall be considered Confidential Information of Company. Confidential Information shall not include any business contact information or personal data from the Customer Submitted Content included in the Information Directory. Without limitation, the Service Output Data is Company’s Confidential Information.
6.2. Each party shall keep in confidence all Confidential Information of the other party obtained prior to or during the Term of this Agreement and shall protect the confidentiality of such information in a manner consistent with the manner in which such party treats its own confidential material, but in no event with less than reasonable care. Without the prior written consent of the other party, a party shall not disclose or make available any portion of the other party’s Confidential Information to any person, firm, association, or corporation, or use such Confidential Information, directly or indirectly, except for the performance of this Agreement. The foregoing restrictions shall not apply to Confidential Information that: (a) was known to such party (as evidenced by its written record) or was in the public domain prior to the time obtained by such party; (b) was lawfully disclosed to such party by a third party who did not receive it directly or indirectly from such party and who is under no obligation of secrecy with respect to the Confidential Information; (c) became generally available to the public, by publication or otherwise, through no fault of such party or (d) was developed independently by the receiving party as evidenced by written records without reference to the Confidential Information of the other party. The parties shall take all necessary and appropriate steps in order to ensure that its employees and subcontractors adhere to the provisions of this section. Unless specified in written specified agreement or with consent, Confidential Information shall be returned to the disclosing party or destroyed upon receipt by the receiving party of a written request from the disclosing party. The receiving party may disclose the disclosing party’s Confidential Information to the extent required by law or legal process, provided, however, the receiving party will (unless prohibited by law or legal process): (i) give the disclosing party prior written notice of such disclosure to afford the disclosing party a reasonable opportunity to appear, object, and obtain a protective order or other appropriate relief regarding such disclosure; (ii) use diligent efforts to limit disclosure to that which is legally required; and (iii) reasonably cooperate with the disclosing party, at the disclosing party’s expense, in its efforts to obtain a protective order or other legally available means of protection.
7. Inherent Risks
7.1. You accept and acknowledge that we implement appropriate technological and organizational safeguards to reduce the risk of security breaches that could result in accidental or unlawful destruction, loss, alteration, disclosure, or access to your information. Despite these efforts, and while we continue to enhance security through periodic updates, it is ultimately the responsibility of users to ensure the proper use of the Service, particularly when providing information or dealing with third parties.
8. Third Parties
8.1. Where our site contains links to other sites and resources provided by any third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.
8.2. We may provide third-party services through external websites only as a convenience and we do not review, approve, monitor, endorse, warrant, or make any representations with respect to those websites, or their products or services. All third-party websites are used by you at your own risk.
8.3. We will not be liable for the acts or omissions of any third-party websites, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with it.
9. Our Ownership
9.1. All content available through the Service, including data, texts, graphics, logos, button icons, images, videos, audio clips, digital downloads, databases, and software, is either our property or that of our content suppliers.
9.2. The compilation of all content available through the Service, along with its organizational structure as a database, is exclusively our property.
9.3. As between you and us, all rights, title and interest in and to the Service and the Service Output Data (including, for avoidance of doubt, all Service Output Data generated or verified in connection with the licenses you grant us in Section 10, including without limitation the patents, copyrights, trademarks, trade names, service marks, trade secrets and other intellectual property rights, and any goodwill associated therewith) are owned by us. You acknowledge that we own any design, compilation or product features inherent in the Service, such as the way that data is organized, curated, presented and delivered, and any know-how or other intellectual property inherent in the way we create, provide, display or make available the Service. These Terms do not grant you any ownership right, title or interest in any of the above.
9.4. You may not use the Service, including any Service Output Data, to create any derivative work, service or product, on your own or on behalf of any other organization, and you may not resell or re-license the Service Output Data in any manner or form.
9.5. Provided you adhere to these Terms, throughout the term of your Services subscription, we grant you a limited, revocable, non-exclusive, non-transferable, non-assignable and non-sublicensable license to access and use the Service and the Service Output Data that it provides access to, solely for your personal and internal business purposes (which shall include the ability make a copy of or print the Service Output Data solely for such purposes).
9.6. Without our prior express written consent, no part of the Service may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose.
9.7. Unless explicitly stated otherwise in these Terms, using the Service does not grant you any ownership or other rights in the content, code, data, or other materials accessed through the Service, nor does it grant rights over our or any third party's associated rights with the Service.
9.8. Any ideas or suggestions you provide to us, including but not limited to business or technological contributions, shall immediately and automatically, by virtue of this clause, be deemed our property and transferred to us, without limitations or obligations to you.
9.9. These Terms do not grant Customer any ownership right, title, or interest in the Service (including but not limited to the Information Directory and any associated Service Output Data).
10. Customer Submitted Content and Equipment
10.1. You are solely responsible for all data, information, text, recordings, and other content and materials that are collected, submitted, provided, or otherwise transmitted or stored by you in connection with your use of the Service, including but not limited to personal data, contact lists, messages, user-generated content and any other data submitted by you (“Customer Submitted Content”). Customer Submitted Content excludes Service Output Data and Usage Data.
10.2. As between you and Company, all right, title and interest in and to Customer Submitted Content is owned by you. You acknowledge that you cannot claim ownership of any Customer Submitted Content that: (i) was already known to us without restriction before your disclosure; (ii) becomes publicly available through no fault of ours; (iii) is received by us from a third party without violating any confidentiality obligations; (iv) is independently developed by us without using or referring to Customer Submitted Content; or (v) is deemed our property according to Section 9.6.
10.3. You are also solely responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or use the Service, including but not limited to modems, hardware, servers, software, operating systems, networking, web servers, and telephone services (“Your Equipment”).
10.4. You must ensure that Your Equipment is compatible with the Service and meets all configurations and specifications detailed in our published technical requirements, policies, notices, or information.
10.5. You are solely responsible for maintaining the security and confidentiality of Your Equipment, your passwords (including administrative and user passwords), and Customer Submitted Content, and for all activities that occur under your account or with Your Equipment and the Service, with or without your knowledge or consent.
10.6. We reserve the right to remove or disable access to any Customer Submitted Content at any time for any reason, including, but not limited to, upon receipt of claims or allegations from third parties or authorities, or for no reason at all, provided we give reasonable prior written notice to Your Email if permitted pursuant to applicable law.
10.7. You represent and warrant that (a) you possess all necessary rights, permissions, and authority to provide, submit or otherwise license your Customer Submitted Content to us for use under these Terms, without breaching any contracts or laws, and that in doing so you are exclusively aiming at the purposes of the Service as described in these Terms, (b) the Customer Submitted Content is true, accurate, and pertains solely to living individuals without including information deemed ‘sensitive’ under U.S. state or international privacy laws or personal data of those under 18; and (c) providing the Customer Submitted Content to us does not violate the U.S. HIPAA law (for example, it is not (in whole or in part) a list of a medical provider’s patients, or a similar dataset consisting of patients or clients of an entity subject to HIPAA). Similarly, you agree not to provide us with any Customer Submitted Content consisting of non-public personal data covered by the Gramm-Leach-Bliley Act.
10.8. You agree to and hereby do grant us a license to: (a) use Customer Submitted Content (as defined below) to verify and expand the Service Output Data included in the Information Database; so long as we do not refer to you publicly or associate you with any such Customer Submitted Content; (b) host, access, copy, use, transfer, and process the Customer Submitted Content for the purpose of providing, developing and improving the Service and supporting you under these Terms; (c) analyze the Customer Submitted Content, including through the use of techniques such as machine learning, in order to provide, develop and improve the Service (for the avoidance of doubt, you retain all ownership of the Customer Submitted Content and we retain all ownership in and to all system performance data, machine learning algorithms, and aggregated results of such machine learning); (d) use the Customer Submitted Content in order to improve our Service; provided that we will not publicly refer to or associate Customer Submitted Content with your business; and (e) use, share, sublicense, display, copy, publish and distribute Customer Submitted Content in aggregated, de-identified form for any purpose, in any medium. Customer Submitted Content shall not include Usage Data. If you or your users have any concerns about making such data contributions involving the Customer Submitted Content or if your users have reason to believe that their employer does not permit them to make such contributions, do not accept these Terms and do not access or use any of the Services. If any such concerns arise after permission has been granted, cease using the Services immediately, remove the integration and contact us immediately to revoke the access permissions granted to the Services.
10.9. The foregoing licenses granted to us under Section 10.8 and 10.9 shall be worldwide, irrevocable, non-exclusive, perpetual, and royalty-free. You represent and warrant that you have sufficient rights and authority necessary to provide and license the Customer Submitted Content to us for our uses as described herein, without violation of any third-party rights. You further represent and warrant that the Customer Submitted Content shall not include any sensitive information or sensitive personal data (as such term, or substantially similar terms, may be defined under applicable law). We shall additionally have the right to sublicense, assign, or transfer such licenses at our discretion.
10.10. If you provide us with feedback regarding the Service (“Feedback”), you grant us the right to use and exploit Feedback without restriction or compensation.
10.11. You agree that as part of the Service we may collect or infer information in the course of delivering emails (which may include, without limitation, deliverability and operations data) or as otherwise collected or inferred through providing the Service, information concerning Customer Submitted Content and data derived therefrom) (“Usage Data”), which shall be owned exclusively by us (including without limitation patents, copyrights, trademarks, trade names, service marks, trade secrets, and other intellectual property rights, and any goodwill associated therewith) and may be used by us to provide, maintain and improve the Service in accordance with this Agreement and the Data Processing Addendum (during and after the term hereof) and we may also disclose such Usage Data solely in aggregate or other de-identified form in connection with our business.
11. Product & Service Support
11.1. If you have any queries, issues, complaints, suggestions, or comments regarding the Service, please visit knowledge.amplemarket.com.
11.2. While you are solely responsible for possessing the necessary technical skills to interact with the Service and its components, we may, at our discretion and without obligation, provide technical support services via email in accordance with our standard practices.
11.3. We have the right, but not the obligation, to monitor your use of the Service.
12. Data Protection
12.1. You shall use or process any personal data obtained through the Service solely in connection with your use of the Service and in accordance with these Terms and our Data Processing Addendum, which is hereby incorporated by reference into these Terms and available here.
12.2. You must process all personal data exclusively for initiating a business relationship relevant to the data subject's role within such data subject’s business or organization, including but not limited to exploring business opportunities, collaborations, or the sale of services or goods, while excluding any form of consumer-oriented offers or exclusively personal communications (the “Business Scope”).
12.3. Any use of the Service or processing of Service Output Data outside of the Business Scope by you is permitted only if the data subject has: i) entered a direct relationship with you concerning the same or identical services or products, and ii) in the absence of any legal or contractual obligation permitting such processing, you have obtained their consent on adequate terms.
12.4. In connection with the Services, you may access, receive or otherwise process Service Output Data, which is subject to various privacy and security laws governing personal data such as the UK/EU GDPR. If you do so, you agree that you will only access, use or otherwise process such process Service Output Data: (i) pursuant to explicit consent from the data subject of the process Service Output Data, sufficient to comply with the consent requirements of applicable laws or (ii) pursuant to any other legal basis (or substantively similar term) for processing under applicable law. For example, in accordance with the EU/UK GDPR, you may use data for purposes that you have established are necessary to pursue your legitimate interests under the EU/UK GDPR, such as use of the Service Output Data in order to perform reasonable and actual data validation or hygiene or updating of your own legally obtained customer database.
12.5. You acknowledge that you may be required to obtain consent, provide notice or complete another action in some countries, U.S. states or other jurisdictions, in order to lawfully conduct certain types of marketing activities or processing of personal data. You understand that we have not provided any notices nor obtained any rights or consents on your behalf. Therefore, to the extent that any law or regulation may require that you provide notice, obtain consent or complete some other action in order to lawfully market to any person or process their personal data, you represent and warrant that you shall obtain such notices or consents or otherwise complete such action on your own behalf.
12.6. Our Service contains certain “co-operative” elements. This means that in exchange for providing the Customer Submitted Content to us for use as described in Section 10, and potentially for the use of other customers through our Information Directory (at our sole discretion), you will receive access to the Service Output Data consisting of information that is intended to be equally valuable to you. This may amount to a “sale” of personal data under some state statutes, and (depending whether you are subject to those statutes, which may depend upon your size or the nature of your business) such “sale” of information may require you to make certain disclosures or provide certain consumer “opt out” or other rights. We may also provide you with materials or recommendations regarding these requirements. If we do so, you understand that these are purely advisory in nature and are neither legal advice nor a substitute for legal advice. You therefore should consult counsel regarding requirements you may have under any such applicable law.
12.7. You represent and warrant that you process all personal data in accordance with this Section 12 and with any applicable privacy, data security, and personal data laws, including the GDPR, European Union local data protection laws, UK data protection laws, Swiss data protection laws, and United States privacy laws (including the California Consumer Privacy Act and other applicable state laws).
12.8. By instructing us to process personal data from the European Economic Area, Switzerland, or the United Kingdom (“International Transfers”), each party is you are considered a "data controller" and warrant that you are aware of and intend to comply with your legal obligations as such and that you have no intention to breach them or in any manner circumvent such qualification or the performance of such obligations.
12.9. You will notify us in writing prior to any instruction for International Transfers.
12.10. Regardless of whether the GDPR is applicable, for the purposes of the Agreement the following lowercase terms are defined according to Article 4 of the GDPR: “controller”, “data subject”, “personal data”, and “process” (of personal data).
12.11. You acknowledge and agree that Company will operate in accordance with its published Privacy Policy (available at https://www.amplemarket.com/legal/privacy) or as Company may otherwise indicate), which is incorporated herein by reference. To exercise any applicable data subject rights provided under applicable data privacy laws, please refer to our Privacy Policy.
13. Indemnity
13.1. You agree to indemnify, defend and hold us and our subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers, or partners harmless from any actual or threatened claim, damage, cost, expenses, liability, loss, damage, suit, judgment, and lawyers’ fees in connection with your breach of these Terms, misuse of the Service, violation of applicable laws, rules, regulations, or third-party rights, or any acts or omissions implicating publicity rights, defamation, or invasion of privacy in connection with your use of the Service or the Customer Submitted Content.
13.2. You may not settle any indemnification claims in a manner that imposes any obligation upon us, without our prior written consent. We reserve the right, at our own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with us in the defense of such matter.
14. Liability & Disclaimer of Warranties
14.1. We (including our parent, subsidiaries, affiliates, directors, agents and employees) shall not be liable to you in contract, tort (including negligence) or otherwise for any indirect, incidental, special, exemplary, consequential or punitive damages, including lost profits, lost sales or business, lost content or data.
14.2. We (including our parent, subsidiaries, affiliates, directors, agents and employees) shall also not be liable to you in contract, tort (including negligence) or otherwise for any business losses, such as loss of data, profits, revenue, business, opportunity, goodwill, reputation or business interruption or for any losses which are not reasonably foreseeable by us arising, directly or indirectly from:
- Your use of or your inability to use our Service.
- Delays or disruptions in our Service.
- Service fitness for any specific purpose.
- Viruses or other malicious software obtained by accessing, or linking to, our Service.
- Glitches, bugs, errors, or inaccuracies of any kind in our Service.
- Damage to your hardware device from the use of any Service.
- The content, actions, or inactions of third parties, including items listed using our Service.
- A suspension or other action taken with respect to your account.
- Any advice we may provide you.
- Your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to these Terms or our policies.
14.3. Use of the service is at your own risk. The service is provided on an “as is” and “as available” basis. Company, its affiliates, suppliers and partners expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.
14.4. Company and its affiliates, suppliers and partners make no warranty that (i) the service will be uninterrupted, timely, secure, or error-free; (ii) the service or any products purchased through the service will meet your requirements; or (iii) that there will be no errors in the service or that company will fix any errors.
14.5. You acknowledge that the internal business purposes outlined in Section 1 of these Terms represent a limitation of scope rather than a warranty of results or fitness for such purposes, thereby defining the extent of your authorized access and use of the Service.
14.6. Under no circumstances shall our liability to you or any third party exceed the fees paid or payable by you in the twelve (12) months preceding the event giving rise to your claim.
14.7. Nothing in these Terms shall limit or exclude our liability for fraudulent misrepresentation, for death or personal injury resulting from our negligence or the negligence of our agents or employees, or for any other liability or warranty that cannot be limited, disclaimed or excluded by law.
15. US Government Matters
15.1. You are prohibited from removing or exporting from the United States, or allowing the export or re-export of the Service, or anything related thereto, or any direct product thereof, in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.
15.2. As defined in FAR section 2.101, the software and documentation provided by us on your Equipment (if applicable) are considered "commercial items," and according to DFAR section 252.227-7014(a)(1) and (5), they are deemed to be "commercial computer software" and "commercial computer software documentation."
15.3. In accordance with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by these Terms and is prohibited except to the extent expressly permitted by the terms of this Terms.
16. Governing Law
16.1. These Terms shall be governed by the laws of the State of California, without regard to its conflict of law principles.
16.2. Unless we elect otherwise in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts located within the State of California for the purpose of resolving any dispute relating to your access to or use of the Service.
17. Attorney Fees, Dispute Resolution & Class Action Waiver
17.1. In any dispute arising under these Terms, the prevailing party shall be entitled to recover its reasonable costs and expenses incurred in enforcing these Terms, including reasonable attorney fees.
17.2. Except for claims involving third-party claims, misuse of Confidential Information, collection of Subscription Fees, and claims for mandatory or prohibitory injunctive relief are to be litigated, not arbitrated, unless otherwise agreed in writing (“Litigation Claims”), any dispute, claim, or controversy arising out of or relating to this Agreement, including claims related to its breach, termination, enforcement, interpretation, or validity, claims alleging tortious conduct in connection with its negotiation, execution, or performance, or the determination of the scope or applicability of this agreement to arbitrate, shall be settled by binding arbitration, as follows:
- The initiating party must provide written notice to the other party, including the name of the proposed arbitrator from a list maintained by the American Arbitration Association or the International Chamber of Commerce.
- The responding party has fifteen (15) days to either accept the proposed arbitrator or suggest an alternative from the same list.
- If the parties do not agree on an arbitrator within thirty (30) days, the chosen arbitration organization will appoint a qualified arbitrator.
- The arbitration, governed by the Federal Arbitration Act and enforceable according to its terms, shall be conducted by a single arbitrator, and the resulting award shall be final and binding.
17.3. Disputes arising out of this Agreement must be brought individually, not on a class, collective, representative, or private attorney general basis. The arbitrator has no authority to consolidate arbitrations or handle matters on a non-individual basis unless all parties agree.
17.4. Each party recognizes that the unauthorized disclosure of Confidential Information or, as to you, the Information Directory, may cause irreparable harm to the other party for which monetary damages may be insufficient, and in the event of such disclosure, such other party shall be entitled to seek an injunction, temporary restraining order, or other provisional remedy as appropriate without being required to post bond or other security.
17.5. You additionally acknowledge that a breach of these may cause Company irreparable damage, for which the award of damages would not be adequate compensation. Consequently, you agree that we may institute an action to enjoin you from any and all acts in violation of those provisions, which remedy will be cumulative and not exclusive, and we may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which we may be entitled at law or in equity.
18. General
18.1. We reserve the right to use your name and logo as a reference for marketing or promotional purposes.
18.2. Failure to exercise or enforce any right or provision under the Agreement does not constitute a waiver of such right or provision; any waiver of any right or provision must be in writing and signed by the waiving party.
18.3. Neither party shall be liable for any failure or delay in performing their obligations under this Agreement where such failure or delay is due to causes beyond their reasonable control, including but not limited to, acts of God, labor disputes or other industrial disturbances, electrical or power outages, telecommunications failures, pandemics, natural disasters such as earthquakes and storms, blockages, embargoes, riots, government orders, acts of terrorism, or war.
The Agreement constitutes the complete and exclusive understanding and agreement between us regarding the Service, superseding all previous oral or written understandings or agreements about your access to and use of the Service.
18.4. No rights or obligations under this Agreement may be assigned or delegated except as provided in this section without the prior written consent of the other party, and any assignment or delegation in violation of this section shall be void. Notwithstanding the foregoing, Company may assign this Agreement to a successor-in-interest pursuant to an acquisition of such party (whether by merger, stock sale, or asset sale) without your consent.
18.5. Should any term or part of a term in these Terms be deemed invalid, illegal, or unenforceable, it shall be modified minimally to become valid, legal, and enforceable, or if such modification is not feasible, it shall be deemed omitted, without affecting the validity and enforceability of the remaining Terms.
18.6. The relationship between you and us is that of independent contractors, and nothing in these Terms shall be construed to create or imply any other relationship (such as a partnership or an employer/employee or agency relationship).
18.7. Any obligations and duties which by their nature extend beyond the expiration or termination of these Terms will survive the expiration or termination of these Terms.
18.8. This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings, and agreements relating to the subject matter hereof, whether oral or written. Any un-expired subscription set forth in any Order Form or agreement between the parties for access to the Service shall be governed by the terms hereof.
18.9. In case of any inconsistency or conflict among these Terms and the Order Form, the Order Form shall prevail.
