DealSignal Terms and Conditions
BEFORE YOU CLICK ON THE “I AGREE” BUTTON, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE “I AGREE” BUTTON YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS BINDING LEGAL AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “DO NOT ACCEPT” BUTTON AND THE REGISTRATION PROCESS WILL BE CANCELED AND THE SERVICE WILL NOT BE ACCESSIBLE.
These DealSignal Terms and Conditions (this “Agreement”) is entered into as of the date accepted by Customer (the “Effective Date”) by and between DealSignal, Inc. (“Company”), a Delaware corporation located at 400 Concar Dr, San Mateo, CA 94402, and you, the user clicking to accept this Agreement, either on your own behalf or on behalf of the company or organization you represent (the “Customer”), for either a full subscription or a limited evaluation subscription to designated DealSignal services. For full subscriptions, this Agreement shall include and incorporate the terms of one or more written or electronic order forms (including, as applicable, a self-service purchase order) agreed by the parties (each an “Order Form”).
Table of Contents
1. SERVICES
1.1. Services. Company will perform services described in Exhibit A and the applicable Order Form (the “Services”). Customer may access and use the Services solely for its internal business purposes during the Service Term set forth in the applicable Order Form. Each Order Form will be in writing, incorporate the terms of this Agreement, and be signed by both parties. Company may delegate any of its obligations under this Agreement or an Order to a subcontractor; provided, Company remains responsible for those obligations delegated to its subcontractors, including confidentiality. To the extent that a conflict arises between the terms of any Order and the terms of this Agreement, the terms of this Agreement will govern.
1.2. Named Users. The Service may be used only by the individual clicking to accept this Agreement, provided, however that if Customer is an entity or organization rather than an individual, the following terms and conditions will apply: (A) The individual clicking to accept this Agreement represents that he or she has the full right, power and authority to bind the Customer to this Agreement. (B) The Service may be accessed and used only by the number of Named Users set forth in the applicable Order Form. Named Users must be Customer’s employees or independent contractors who have agreed to abide by the terms of this Agreement and may access and use the Services only for the purposes of performing their job functions for Customer. Each Named User account must correspond to a particular customer employee(s) and/or contractor(s) who are bound to Customer’s non-disclosure policies; Named User credentials may not be shared. Customer may, however, change Named Users on a reasonable basis. Customer is responsible for the use of the Services by its Named Users and their compliance with this Agreement. Without limiting the foregoing, Customer is responsible for all activities that occur under its account(s) on the Services, whether or not Customer knows about them.
1.3. Amount and Payment. Customer shall pay Company any and all fees, rates, charges, reimbursable expenses and other amounts as set forth in the applicable Order Form. The default payment obligation shall be by credit card submitted in connection with an Order Form. If Company agrees to bill via invoice, Company will submit invoices to Customer in accordance with the terms of each Order Form or SOW, and, unless expressly stated otherwise, Customer will pay all invoiced amounts within 15 days of the date of such each such invoice. All invoiced amounts due under this Agreement (including any Order Form or SOW) will be paid: (i) by check or bank wire transfer in immediately available funds to an account designated by Company; and (ii) in United States dollars. Invoiced amounts that have not been disputed by Customer within such 15-day period shall be deemed fully and finally accepted by Customer and Customer waives its right to dispute any invoice after such 15-day period. All amounts payable by Customer under this Agreement will be made without the right of setoff or counterclaim, and without deduction or withholding. Except as expressly provided in this Agreement, all payment obligations are non-cancelable and once paid are nonrefundable. Interest on any late payments will accrue at the rate of 1.5% per month, or the highest rate permitted by law, whichever is lower, from the date such amount is due until the date such amount is finally paid in full. Customer will pay all costs and expenses resulting from the collection of unpaid invoiced amounts incurred by Company, including reasonable attorneys’ fees and expenses.
1.4. Taxes. Unless otherwise specified in the applicable Order Form or SOW, each party will bear its own taxes as levied under applicable law. For avoidance of doubt, Company will not be responsible for any taxes owed by Customer arising out of Customer’s relationship with Company under this Agreement. If Company has the legal obligation to pay or collect taxes for which Customer is responsible; the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority.
2. CONFIDENTIALITY
2.1. Scope. “Confidential Information” means all information disclosed (whether in oral, written or other tangible or intangible form) by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) or otherwise obtained by Receiving Party concerning or related to this Agreement or the Disclosing Party (whether before, on or after the Effective Date) that the Receiving Party knows or should know, given the facts and circumstances surrounding the disclosure of the information by the Disclosing Party, is confidential information of the Disclosing Party. Confidential Information includes, without limitation, the components of the business plans, product plans, financial plans, technical information, designs, costs, pricing, finances, marketing plans, business opportunities, personnel, research, development know-how, customer information, strategies, results of any performance tests of the Services, and other similar information of the Disclosing. Confidential Information does not include information that (i) is in or enters the public domain without breach of this Agreement through no fault of the Receiving Party (provided that the parties agree to treat Company’s databases and datasets available through the Services as Confidential Information of Company even though they contain certain data available in part or in whole in public records); (ii) the Receiving Party can reasonably demonstrate was in its possession before first receiving it from the Disclosing Party; (iii) the Receiving Party can demonstrate was developed by the Receiving Party independently and without use of or reference to the Disclosing Party’s Confidential Information; or (iv) the Receiving Party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation.
2.2. Obligations. The Receiving Party will, during the term of this Agreement and the five-year period commencing upon the effective date of termination of this Agreement, maintain in confidence the Confidential Information of the Disclosing Party and will not use such Confidential Information except as expressly permitted in this Agreement (including, in the case of Company, in the provision of the Services to Customer). The Receiving Party will use the same degree of care in protecting the Disclosing Party’s Confidential Information as the Receiving Party uses to protect its own Confidential Information from unauthorized use or disclosure, but in no event less than reasonable care. The Receiving Party (i) will not reproduce Confidential Information of the Disclosing Party, in any form, except as required to accomplish the Receiving Party’s obligations under this Agreement, and (ii) will disclose Confidential Information of the Disclosing Party only to its directors, officers, employees or contractors who have a need to know such Confidential Information to perform their duties under this Agreement and who have non-disclosure obligations with the Receiving Party with terms no less restrictive than the non-disclosure obligations contained in this Agreement.
2.3. Feedback. Notwithstanding any terms to the contrary in this Agreement, any suggestions, comments or other feedback provided by Customer to Company with respect to Company, or the Services (collectively, “Feedback”) will constitute Confidential Information of Company. Company will be free to use, disclose, reproduce, license and otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of any intellectual property rights or otherwise.
2.4. Upon termination of this Agreement or written request by the other party, each party will promptly provide the other party with all Confidential Information of the other party then in its possession or destroy all copies of such other party’s Confidential Information, at the other party’s sole discretion and direction.
2.5. Injunctive Relief. In the event of any breach of this Section, the non-breaching party may suffer irreparable harm and have no adequate remedy at law. In such event, such party will be entitled (in addition to any and all other remedies) to seek injunctive relief, specific performance and other equitable remedies.
3. RESTRICTIONS AND RESPONSIBILITIES
3.1. Customer will not, directly or indirectly: (i) access or use the Services for any purpose except Customer’s own sales, marketing, recruiting, business development, or customer support activities, (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services; (iii) modify, disclose, alter, translate or create derivative works of the Services or any software contained therein (except to the extent expressly permitted by Company or authorized within the Services); (iv) use the Services to manage, process or gain access to sensitive personal information such as credit card numbers, personal financial account information, Social Security numbers, passport numbers, driver’s license numbers or similar personal identifiers, racial or ethnic origin, physical or mental health condition or information, or other employment, financial, political or health information (v) resell or sublicense the Services or use the Services or any software related thereto for timesharing or service bureau purposes or otherwise for the benefit of a third party, (vi) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (vii) use the Services to store or transmit any viruses, software routines or other code designed to permit unauthorized access, to disable, erase or otherwise harm software, hardware or data, or to perform any other harmful actions; (viii) copy, frame or mirror any part or content of the Services; (ix) use the Services for the purpose of compiling, supplementing or amending any mailing list, business directory, or like compilation of information that is distributed to a third party; (x) use the Services to market products or services of any kind to individual consumers; (xi) use the Services in evaluating any consumer with respect to credit worthiness, a financial, insurance or employment decision, or with respect to eligibility for any government-granted license or benefit; (xii) access the Services in order to build a competitive product or service, or copy any features or functions of the Services; (xiii) interfere with or disrupt the integrity or performance of the Services; (xiv) deactivate, impair, or circumvent any security or authentication measures of the Services or otherwise attempt to gain unauthorized access to the Services or their related systems or networks; (xv) disclose to any third party any performance information or analysis relating to the Services; (xvi) remove, alter or obscure any proprietary notices in or on the Services including copyright notices; (xvii) use the Services other than as authorized in this Agreement or in any unlawful manner or for any unlawful purpose; or (xviii) authorize, cause or permit any User or third party to do any of the foregoing.
3.2. Customer represents, covenants, and warrants that (i) Customer will use the Services only in compliance with all applicable laws and regulations and the terms of this Agreement and (ii) Customer has all rights and necessary third party consents and permissions to permit Company to receive and process the Customer-Furnished Data. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from: (a) an alleged violation of the Customer’s representations under this Section; (b) Company’s use of the Customer-Provided Data as contemplated by this Agreement; or (c) otherwise from Customer’s use of Services. Company has no obligation to monitor Customer’s use of the Services but Company may review Customer’s use of the Services and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
4. OWNERSHIP AND RESERVATION OF RIGHTS
4.1. Customer-Furnished Data. “Customer Furnished Data” means the sales, marketing, support, recruiting, or business development data that Customer transfers to Company via the Services user interface (or otherwise) for purposes of Company’s processing in connection with the Services. Customer hereby grants to Company a nonexclusive and royalty-free license to use, reproduce, modify and create derivative works of the Customer-Furnished Data solely in order to perform the Services. For the avoidance of doubt, such license includes the right for Company to use Customer-Furnished Data to separately search, source, retain and create derivative works of business information related to Customer-Furnished Data (for example, having the same or similar Company Name, First Name, Last Name, Title, or Email) in Company’s own databases, datasets and data processing methodologies (collectively, the “Data Platform”). Such Data Platform will constitute Company Property (as defined in Section 4.2 below), provided that it is not identified to Customer. Company will not re-use Customer-Furnished Data for purposes other than providing the Services to Customer. Company retains and deletes Customer-Furnished Data in accordance with its data retention policy set forth in .
4.2. Intellectual Property Rights. Company shall own and retain all right, title and interest in and to (a) the Services and software related thereto, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection to the implementation or support of the Services or, and (c) Company Property (as defined below) together with any and all intellectual property and proprietary rights embodied in the foregoing. For the purpose of this Agreement, “Company Property” means (i) any datasets, databases, data workflows, data management practices and algorithms, inventions, discoveries, original works of authorship, developments, improvements, trade secrets, concepts, or other proprietary information owned by Company or in which Company has an interest and that were in existence prior to the Effective Date or created outside of the scope of this Agreement, or (ii) any datasets, databases, data workflows, data management practices and algorithms, inventions, discoveries, original works of authorship, developments, improvements, trade secrets, concepts, or other proprietary information developed during the term of this Agreement, including the Data Platform, but excluding any Confidential Information of Company.
4.3. Usage Data. Company may monitor, collect, use and store anonymous and aggregate statistics regarding use of the Services (“Usage Data”) for Company’s business purposes (including, but not limited to, enhancing the Services).
4.4. Reservation of Rights. Each party reserves all rights not expressly granted or waived in this Agreement or any SOW. Except to the extent expressly set forth in this Agreement and the SOWs, no rights or licenses are granted or conveyed to the other party or any third party, whether by implication, estoppel, statute or otherwise, under any intellectual property or proprietary rights of the other party.
5. TERM AND TERMINATION
5.1. Service Term and Renewal. Evaluation subscriptions will have a term of seven (7) days, unless extensions to the evaluation period is granted by Company; full subscriptions will have the term set forth in the Order Form or, if none, a term of one (1) year. Subject to earlier termination as provided below, this Agreement will continue until all Orders and Statements of Work have been terminated (“Term”). Unless the relevant Order or SOW specifies otherwise, the Service Term set forth in the Order shall automatically renew for additional periods of the same duration, unless either party gives written notice of nonrenewal at least sixty (60) days prior to the end of the then-current Service Term.
5.2. Termination for Material Breach. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement and such breach is not cured within such 30-day period.
5.3. Effect of Termination. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
6. WARRANTY DISCLAIMER
COMPANY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THIS AGREEMENT AND ANY ORDER FORM OR SOW, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING, OR OTHERWISE, INCLUDING ANY AND ALL (I) WARRANTIES OF MERCHANTABILITY; (II) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT SUCH PARTY KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE); AND (III) WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE.
7. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EXCEPT AS PROHIBITED BY LAW: (A) IN NO EVENT WILL COMPANY OR ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES, INCLUDING THE USE OR INABILITY TO USE THE SERVICES, OR FOR ANY INFORMATION OR DATA TRANSMITTED OR OBTAINED FROM OR THROUGH THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, AND WHETHER OR NOT PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT WILL THE TOTAL LIABILITY OF COMPANY EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR, IF NO FEES ARE PAID OR PAYABLE UNDER THIS AGREEMENT, $100. THE FOREGOING WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
8. GENERAL PROVISIONS
8.1. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
8.2. Assignment. This Agreement is not assignable, transferable or sub-licensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent
8.3. Third Parties. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party will, for any purpose, be deemed to be an agent, franchisor, franchise, employee, representative, owner or partner of the other party, and the relationship between the parties will be only that of independent contractors. Neither party will (i) have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever; (ii) be treated as an employee of the other party for federal tax purposes; (iii) withhold, or be responsible for withholding, on behalf of the other party any sums for income tax, unemployment insurance, social security or any other withholding pursuant to any law or requirement of any governmental body or make available any of the benefits afforded to its employees.
8.4. Governing Law; Venue. This Agreement and all SOWs will be governed by and interpreted, construed and enforced in accordance with the laws of the State of California without regard to its conflict of laws principles that would require the application of the laws of another jurisdiction. Any action or proceeding arising out of or related to this Agreement to be brought by Company must be brought exclusively in the federal courts seated in San Mateo, California and the state courts seated in San Mateo, California.
8.5. Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
8.6. Force Majeure. Neither party will have any liability on account of any delay or failure to perform attributable in whole or in part to any cause beyond its reasonable control, including, without limitation, acts of God (fire, storm, floods, earthquakes, etc.), civil disturbances, disruption of telecommunications, disruption of power or other essential services, interruption or termination of service by any service providers being used by such party to link its servers to the Internet, labor disturbances, vandalism, cable cut, computer viruses or other similar occurrences or any malicious or unlawful acts of any third party.
8.7. Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
8.8. Severability. If any provision of this Agreement or any SOW is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement or such SOW will nonetheless remain in full force and effect. Upon such determination that any provision is invalid, illegal or incapable of being enforced, the parties will negotiate in good faith to modify this Agreement or such SOW so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.
8.9. Counterparts. Each Order Form and SOW may be executed: (i) in two or more counterparts, each of which will be deemed an original and all of which will together constitute the same instrument; and (ii) by the parties by exchange of signature pages by mail, facsimile or email (if email, signatures in Adobe PDF or similar format.
8.10. Publicity. Customer authorizes Company to use Customer’s name and logo for its marketing efforts until such authorization is revoked in writing. Customer agrees to cooperate with Company to serve as a reference account upon request.