BUSINESS TERMS & CONDITIONS
GENERAL SERVICES TERMS
Services. Customer and its End Users shall be
granted access to and use of Detective’s Services, as provided
herein. Detective agrees to provide the Services to Customer, and
Customer agrees to use the Services subject to these Business Terms.
As used in these Business Terms, the term “End Users” means any and all people Customer provides access to the
Services, including but not limited to, its employees, third
parties, or independent contractors. As used in these Business
Terms, the term “Services” means the Software and
services described in the Order Forms and under these Business Terms
provided by Detective for the benefit of Customer, including,
without limitation technology that researches sales prospects and
clients. As used in these Business Terms, the term
“Software” means Detective’s web-based software
used by Detective to provide the Services, described in the Order
Forms and these Business Terms. As used in these Business Terms,
“Order Form” means each online order form entered
into by Detective and Customer for the purchase of Services.
Customer and its End Users will access the Services through their registered customer relationship management (“CRM”) tool account (“Linked Account”). By accessing the Services through a Linked Account, Customer and its End Users are authorizing Detective to store and use Customer’s and its End Users’ access credentials to access such Linked Account on Customer’s and its End Users’ behalf as its agent to integrate Customer’s and its End Users experience with the Service with content, information, and features available through such Linked Account. This may include importing the Customer Content available through the Linked Account. By accessing the Service through a Linked Account in this manner, such access may be subject to additional terms established by the applicable CRM tool provider and it is Customer’s and its End Users’ sole responsibility to comply with the terms governing the Linked Account.
License to Software. Detective grants to Customer,
subject to Customer’s compliance with these Business Terms
(including but not limited to payment of all amounts invoiced
pursuant to these Business Terms) and an Order Form, a limited,
non-transferable, non-exclusive license to access and use the
Software solely for Customer’s internal business purposes.
Subject to the following paragraph, Customer shall not sublicense, sell, lend, rent, lease, or otherwise transfer access to Software to any third party, or use the Software on behalf of an unaffiliated third party as a vendor or service bureau without Detective’s prior written consent. Customer shall not use the Software or allow its use for developing, enhancing or marketing any product that is competitive with the Software, or disclose to any third party the results of or information pertaining to any testing of the Software against a third party’s products for the purpose of competitive comparison. Customer shall not reverse-assemble, reverse-compile, reverse-engineer or in any way attempt to derive or directly access the source code from Software.
Customer may allow third party consultants or contractors (each a “Consultant”) to access and use the Software on Customer’s behalf as long as: (a) the use is solely for Customer’s internal business operations; (b) each Consultant has executed a written agreement with Customer which requires Consultant to comply with Customer’s own obligations under third party software licenses; (c) Customer remains liable to Detective for all Consultant use of the Services; and (d) on completion of the Consultant’s engagement, Customer ensures that the Consultant’s access to the Software is discontinued.
- Ownership Software. Detective maintains exclusive title to all Software and retains all rights thereto not expressly granted to Customer under Section 1.3 of these Business Terms or an Order Form. Customer expressly acknowledges that access to the Software is licensed, not sold. Customer may choose, but is not required, to provide suggestions, feedback or other information to Detective regarding possible enhancements to the Software. Any such feedback, suggestions or information, as well as any inventions, product improvements, modifications or developments made by Detective in whole or in part as a result thereof, will be considered Detective’s exclusive property.
Ownership of Content. As between Detective and
Customer, any Customer Content used in the Services is and at all
times will remain the property of Customer and Detective has no
rights in such Customer Content other than the limited right to use
the Customer Content as set forth in these Business Terms. In
connection with the foregoing, Customer hereby grants to Detective a
non-exclusive, non-sublicenseable, royalty-free, license to
Detective to use the Customer Content and any trademarks and other
intellectual property of Customer used by Customer in connection
with the Services but in each case only for Customer’s benefit in
connection with Services under these Business Terms and Detective’s
provision of the Services (including for purposes of maintenance,
systems analytics and performance management).
Customer may provide feedback regarding the Services, including user impressions on the Services’ functionality, features, operation, user friendliness, and suggestions for improvement. All feedback provided is made by Customer without warranty, is AS IS, and shall become the property of Detective.
- Links from the Website. The Services and the Site may include links to other sites and resources provided by third parties such as advertisements, including banner advertisements and sponsored links. Such links are provided for Customer’s convenience only. Detective have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from Customer’s use of them. If Customer decides to access any of the third party websites linked to the Services or the Site, Customer does so entirely at its own risk and subject to the terms and conditions of use for such websites. Detective is not responsible for Customer’s use of such websites, including if Customer’s use violates such website’s terms and conditions. Customer may be required by such third party sites to enter credentials or make payments to view additional information. Detective is not responsible for such information entered or payments made while accessing such third party sites.
- Services. Customer and its End Users shall be granted access to and use of Detective’s Services, as provided herein. Detective agrees to provide the Services to Customer, and Customer agrees to use the Services subject to these Business Terms. As used in these Business Terms, the term “End Users” means any and all people Customer provides access to the Services, including but not limited to, its employees, third parties, or independent contractors. As used in these Business Terms, the term “Services” means the Software and services described in the Order Forms and under these Business Terms provided by Detective for the benefit of Customer, including, without limitation technology that researches sales prospects and clients. As used in these Business Terms, the term “Software” means Detective’s web-based software used by Detective to provide the Services, described in the Order Forms and these Business Terms. As used in these Business Terms, “Order Form” means each online order form entered into by Detective and Customer for the purchase of Services.
- CHARGES. Customer shall pay Detective for the Services in the amount and pursuant to the Order Form generated for Customer by Detective in conjunction with Customer’s acceptance of these Business Terms. Unless otherwise set forth on an Order Form, all payments shall be due thirty (30) days following the date of the invoice for the same. Customer agrees to pay, in addition to fees described in this Section 2, any taxes, duties, or similar charges on the Services levied by any government taxing authority as applicable.
TERM & TERMINATION.
- The obligations and restrictions in these Business Terms are ongoing and continue to apply so long as Customer uses the Services.
- Suspension of Services and Access. Detective may, at any time, suspend Services and/or access to the Software, if it reasonably believes that any of the following is occurring: (a) the unauthorized use of any username or password attributable to the Customer or End User; (b) Customer’s breach of any agreement between Customer and Detective, including, without limitation, an Order Form; or (c) a significant threat to the security or functionality of the Services, the Software or to Detective’s reputation. Detective will provide Customer with written notice as soon as reasonably practicable after suspension. Detective will re-establish Customer’s access promptly after the issue causing the suspension has been resolved to its reasonable satisfaction. Detective may terminate Customer’s access to the Services and/or Software, only if the agreement between Customer and Detective is terminated in accordance with its terms. During any such suspension or following termination of access, Customer will continue to be bound hereunder to the fullest extent applicable.
REPRESENTATIONS & WARRANTIES.
Detective. Detective hereby warrants and represents
- It has the expertise to perform the Services in a professional, competent and workmanlike manner, and it will perform the Services in accordance with the provisions of these Business Terms and each Order Form. Detective’s personnel have the proper skills, training and professional background to perform the Services;
- The Services and any and all advice, technology and other products related to the Services shall comply with all applicable laws and regulations;
- It has, and will continue to have, all consents, permissions and licenses necessary to perform the Services; and
- None of the Services constitute or will give rise to an Infringement Claim against Customer unless Customer uses either the Services, or the Software for a purpose they were not intended. As used in these Business Terms, the term “Infringement Claim” means a claim of infringement (including, without limitation, contributory infringement) or violation of any third party’s patents, copyrights, trade secrets, trademarks, or other intellectual property or proprietary rights of any nature and in any country.
Customer. Customer hereby warrants and represents
- Customer will not deliver any Customer Content that will give rise to an Infringement Claim against Detective; and
- Customer will at all times comply with the applicable terms governing its Linked Account.
- Detective. Detective hereby warrants and represents that:
DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY.
- DETECTIVE MAKES NO WARRANTY, EXPRESS OR IMPLIED, THAT THE SITE, THE SOFTWARE, SERVICES, AND ANY OTHER SERVICES, MATERIALS OR FUNCTIONALITY CONTAINED THEREIN OR PROVIDED BY DETECTIVE HEREUNDER WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS. WHILE DETECTIVE HAS TAKEN COMMERCIALLY REASONABLE PRECAUTIONS TO PROTECT THE SECURITY OF THE SOFTWARE AND SERVICES, DETECTIVE CANNOT AND DOES NOT WARRANT OR REPRESENT THAT THE SOFTWARE OR SERVICES CANNOT BE ILLEGALLY OR WRONGFULLY ACCESSED. THE SOFTWARE & SERVICES ARE SUPPLIED “AS IS,” “WHERE IS,” “WITH ALL FAULTS,” AND “WITHOUT WARRANTY OF ANY KIND.” TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DETECTIVE DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT.
- CUSTOMER EXPRESSLY AGREES AND ACKNOWLEDGES THAT ACCESS AND USE OF THE SOFTWARE, SERVICES, AND ANY OTHER SERVICES, MATERIALS OR FUNCTIONALITY CONTAINED THEREIN OR PROVIDED BY DETECTIVE HEREUNDER IS AT CUSTOMER’S SOLE RISK. IN NO EVENT WILL DETECTIVE BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY DAMAGE TO COMPUTER SYSTEMS, LOSS OF DATA, OR INTERFERENCE WITH THE OPERATION OF ANY SYSTEM OR NETWORKS THAT RESULTS FROM CUSTOMER’S ACCESS TO THE SOFTWARE, THE SERVICES, OR CUSTOMER’S USE OR DOWNLOAD OF ANY CONTENT, MATERIALS, INFORMATION OR FUNCTIONALITY CONTAINED THEREIN.
- NEITHER PARTY WILL BE LIABLE FOR ANY LOST INCOME, PROFITS, SAVINGS, INCIDENTIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES OF THE OTHER PARTY, EVEN IF A PARTY IS ADVISED OF THE POSSIBILITY OF OR COULD FORESEE SUCH DAMAGES. IN NO EVENT WILL DETECTIVE’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID TO DETECTIVE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM, NOT INCLUSIVE OF AUTOMATIC EXTENSIONS, DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.
- CUSTOMER AND DETECTIVE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES OR THESE BUSINESS TERMS MUST COMMENCE WITHIN ONE (1) YEAR AFTER SUCH CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
CONFIDENTIAL INFORMATION; DATA PROTECTION.
- Confidential Information. Neither Party shall (or shall permit any third party to whom it provides Confidential Information of the other Party to) publish, disclose, or otherwise divulge Confidential Information of the other Party to any person, at any time during or after the term of these Business Terms, without the other Party’s prior express written consent. For purposes of these Business Terms, “Confidential Information” shall mean non-public, confidential or proprietary information belonging to a Party including without limitation development strategies, commercial data, financial data, business plans, project locations, project schedules, reports, study results, correspondence, work papers, and data, and with respect to Customer, also Customer Content. The term “Confidential Information” does not include any information which (a) at the time of disclosure or thereafter is generally available to the public (other than as a result of a disclosure by the receiving Party or its representatives in violation of these Business Terms), (b) was available to the receiving Party on a non-confidential basis from a source other than the disclosing Party, provided that such source is not bound by a confidentiality agreement that was applicable to the Confidential Information, or (c) has been independently acquired or developed by the receiving Party without violating any of the obligations under these Business Terms.
- In the event that the receiving Party becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or other similar process, or by legislative or regulatory requirement) to disclose any of the Confidential Information, the receiving Party shall give the disclosing Party prompt prior written notice of such requirement so that the disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with these Business Terms of these Business Terms. In the event that such protective order or other remedy is not obtained, or that the disclosing Party waives compliance with these Business Terms hereof, the receiving Party agrees to provide only that limited portion of the Confidential Information that it is advised in writing by its counsel is legally required and to exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information.
- The Parties agree that in the event of a breach of the non-disclosure requirements of this Section 6, the disclosing Party shall be entitled to equitable relief, including injunction and specific performance, in addition to all other remedies available at law or equity.
- European Union Customer. This Section 6.4 will apply only if Customer is located in the European Union. If Customer wants to enter into EU standard contractual clauses with Customer as it relates to Detective’s processing of Customer’s information, Customer may request a Data Processing Addendum (“DPA”) DPA Request Form, and a pre-signed DPA will be transmitted to Customer for execution.
- Customer agrees not to remove or modify any copyright notice or trademark legend, author attribution, or other notice placed on or contained within the Services, or the Software, or any Detective provided content. Except as expressly authorized by Detective in writing, in no event shall Customer publish, disclose, reproduce, redistribute, duplicate, copy, sell, resell, reverse-engineer, or exploit, all or any portion of the Services inclusive of its methodologies. Any such duplication of the Services, its methodologies, or any portion thereof copied, displayed, distributed, downloaded, sub-licensed, modified, published, reposted, reproduced, reverse engineered, reused, sold, transmitted, used to create a derivative work, or otherwise used for private, public, or commercial purposes, without the express prior written permission of Detective, will result in a direct material breach.
In connection with Customer’s access and use of the Services and
that of any person authorized by Customer to access and use the
Services, Customer is responsible for complying with all applicable
laws, regulations, and policies of all relevant jurisdictions,
including all applicable local rules regarding online conduct.
Specifically, in connection with Customer’s use of the Services,
Customer may not cause or permit any person to do any of the
- use the Site or Services for any unlawful purpose;
- use the Site to post or transmit any material that contains any viruses, Trojan horses, worms, time bombs, cancelbots, malware, adware, or other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, data, or personal information;
- impose an unreasonably or disproportionately large load on the Site or otherwise interfere with or inhibit any other user of this Site from using or enjoying the Site;
- use the Site to post or transmit any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, harassing, or otherwise objectionable information of any kind;
- use the Site to post or transmit any information which is invasive of another’s privacy or publicity rights or that otherwise violates or infringes in any way upon the rights of others;
- access, use or copy any portion of the Site or Services through the use of bots, spiders, scrapers, web crawlers, indexing agents, or other automated devices or mechanisms; and
- use the Site to post or transmit any solicitations, chain letters, pyramid schemes, investment opportunities or schemes, or other unsolicited commercial communication.
Detective takes claims of copyright infringement seriously. Detective
will respond to notices of alleged copyright infringement that comply
with applicable law. If Customer believes any materials accessible on or
from the Site o infringe Customer’s copyright, Customer may request
removal of those materials (or access thereto) from the Site by
submitting written notification to Detective’s Copyright Agent
(designated below). In accordance with the Online Copyright Infringement
Liability Limitation Act of the Digital Millennium Copyright Act (17
U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must
include substantially the following:
- Customer’s physical or electronic signature;
- Identification of the copyrighted work Customer believes to have been infringed or, if the claim involves multiple works on the Site or Services, a representative list of such works;
- Identification of the material Customer believe to be infringing in a sufficiently precise manner to allow us to locate that material;
- Adequate information by which we can contact Customer (including Customer’s name, postal address, telephone number and, if available, email address);
- A statement that Customer has a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law;
- A statement that the information in the written notice is accurate;
- A statement, under penalty of perjury, that Customer is authorized to act on behalf of the copyright owner.
Detective’s designated Copyright Agent to receive DMCA Notices is: Copyright Agent, Charlie Contacts, 425 Huehl Road Unit #15B Northbrook IL 60062 or by email at firstname.lastname@example.org.
It is Detective’s policy, in appropriate circumstances, to disable and/or terminate the accounts of users who are repeat infringers.
- INDEMNITY. Customer agrees to indemnify, defend and hold harmless Detective, and its officers, directors, employees, successors, assigns, agents, and representatives from and against all damages, losses, liabilities, obligations, claims, demands, costs and expenses (including reasonable legal fees of internal and external counsel) all claims by third parties arising out of or relating in any way to Customer’s or its End Users, officers, directors, employees, successors, assigns, agents, and representatives (a) violation of any federal, state or local laws, statutes, rules or regulations; (b) fraud or breach of representations and warranties contained in this Agreement; (c) breach of Section 1, Section 6 or Section 7, and associated losses, costs, damages, and settlements, including reasonable legal fees and expenses; or (d) arising out of or relating to any third party Infringement Claim to the extent caused Customer’s or its End Users, officers, directors, employees, successors, assigns, agents, or representatives.
- Forum. Any Party bringing a legal action or proceeding against any other Party arising out of or relating to these Business Terms must only bring the legal action or proceeding in the Circuit Court of Cook County, in Chicago, Illinois. Each Party waives, to the fullest extent permitted by law, (a) any objection to the venue of any action, dispute or proceeding arising out of or relating to these Business Terms; and (b) any claims of an inconvenient forum.
- Waiver of Trial by Jury. EACH PARTY, TO THE EXTENT PERMITTED BY LAW, KNOWINGLY, VOLUNTARILY, UNCONDITIONALLY AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT IT HAS RECEIVED THE ADVICE OF COMPETENT COUNSEL IN NEGOTIATION AND EXECUTION OF THIS AGREEMENT.
- Dispute Resolution. Upon request by a Party, the Parties will cause vice presidents from each Party to meet to negotiate in good faith to resolve any dispute arising out of or relating to these Business Terms. If, after five (5) business days of first meeting, the Parties are unable to resolve the dispute, each Party will then cause its senior officers to meet to negotiate in good faith to resolve the dispute. A Party will not initiate a legal proceeding with respect to such dispute until such Party notifies the other in writing that it has determined in good faith that amicable resolution is unlikely (except a Party may institute legal proceedings or dispute resolution procedures earlier than provided in this subsection in order to request immediate injunctive relief or specific performance, to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors). Discussions, documents and correspondence exchanged pursuant to this subsection for purposes of these negotiations will be confidential information developed for purposes of settlement, exempt from discovery and production and not admissible in any legal proceeding.
- No Waiver; Remedies. A Party may not waive a right or remedy except pursuant to a writing executed by such Party. A waiver made in writing on one occasion is effective only in that instance and only for the purpose that it is given and is not to be construed as a waiver on any future occasion. No single or partial exercise of any right or remedy under these Business Terms precludes the simultaneous or subsequent exercise of any other right or remedy. The rights and remedies of the Parties set forth in these Business Terms are not exclusive of, but are cumulative to, any rights or remedies now or subsequently existing at law, in equity or by statute.
- Assignment. Detective may assign its rights and duties under these Business Terms at any time to any third party without notice. Customer may not assign these Business Terms without Detective’s prior written consent.
- Interpretation. The section headings are used in these Business Terms for reference and convenience only and do not have any substantive significance in the construction or interpretation of these Business Terms. As used in these Business Terms, the word “including” (as well as “include” and “includes”) is not limiting and means “including, without limitation.”
- Survival. Any provisions of these Business Terms that are reasonably inferable to have been intended to survive termination (including, but not limited to, any provisions regarding limitation of our liability or indemnification) will continue in effect beyond any such termination of access to the Services. If any provision of these Business Terms is held to be invalid or unenforceable, that provision will be stricken and will not affect the validity and enforceability of any remaining provision
- Publicity. Detective and Customer may use each other’s name, logo, and testimonials for the purpose of a case study, press releases or promotional marketing materials, or on Detective’s websites. All other uses are strictly prohibited without prior written consent.