Last Modified February 17, 2017
There are some legal documents that are important to life at here at DemandJump and also for our customers, prospects, free trial users and visitors to the website. To make it more convenient to find the information you’re looking for, we’ve assembled all of them here in one place and provided you with a brief synopsis of what is covered in each one.
This agreement applies to your DemandJump subscription and even free trial periods should you have one. If you’re a DemandJump customer, have a free trial period or just thinking about becoming one please review this agreement.
If you use our website, then please review this document. It describes what constitutes legitimate use of our website and a few other items.
If you use any of our products or services, this lays out what’s okay to do with them and what’s not.
This talks about how we handle any information you have provided us if you’ve ever filled out a form on our site, signed up for a free trial or provided a little bit of your information. It also talks about how we will handle third party data but even more importantly what we won’t do.
If you're one of our valued partners that participates in our Affiliate Program, you're going to want to read this one. These terms apply to your participation in our Affiliate Program and contain all sorts of important stuff, like eligibility criteria for revenue share.
This Master Services Agreement (this “Agreement”) is a contract between the person or entity using the Subscription Service or receiving the Consulting Services and identified in the applicable Order Form, (“you”, “your” or “Customer”) and DemandJump Inc., a Delaware corporation (“us”, “we”, “our” or “DemandJump”). This Agreement describes the services we will provide to you and how the parties will work together and governs any Order Form that is placed by you. By using the Subscription Service or receiving the Consulting Services, you are agreeing to these terms governing such use of the Subscription Service and/or the Consulting Services.
We periodically update these terms, and, if updated, a revised copy will be posted on our website and you will be notified of the same. Your continued use of the Subscription Service and/or Consulting Services after receiving notice of the updated terms shall constitute your assent to and acceptance of the updated terms, which will govern your use of the Subscription Service and/or the Consulting Services thereafter.
We have several different products, and there are some provisions that apply only to those products. In the ‘General Terms’ below, we have those that apply to all of our products.
“Affiliate” means and includes any entity, whether now in existence or existing in the future, which either directly or indirectly is controlling or controlled by or under direct or indirect common control with such specified entity. For purposes of this definition, “control,” “controlling,” and “controlled,” when used with respect to such other entity means the power to direct the management and policies of such other entity, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise.
"Agreement" means this Master Services Agreement and all materials referred or linked to herein.
"Billing Period" means the period for which you agree to prepay fees under an Order Form.
"Communication Services" means third-party forums, online communities, blogs, personal web pages, calendars, and/or other social media communication facilities (such as Facebook, Twitter and LinkedIn) linked to or from the Subscription Service that enable you to communicate with the public or with a private group.
“Confidential Information” means all information provided by you or us ("Discloser") to the other (“Receiver”), whether orally or in writing that is designated as confidential, or which should reasonably be considered confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser, (ii) was known to the Receiver before receipt from the Discloser (iii) was received by Receiver from a third party free to lawfully disclose such information to Receiver; or (iv) was developed by Receiver independently of and without reference to any Confidential Information of Discloser.
"Competitor" means a single competitor that you desire to better understand its marketing positioning, channel success and where opportunities exist for you to focus marketing efforts, which is limited to the number specified in an Order Form.
"Consulting Services" means the professional services, other than the Subscription Service, provided to you by us, which may include, but is not limited to strategic consulting, training, integration or other consulting services.
“Customer Data” means data relating to your business submitted by you to DemandJump or otherwise acquired from you by DemandJump in providing the Services or to which you grant DemandJump access, including, without limitation, order information, customer information, product information, e-commerce data, website profile, visit, session, impression, click through or click stream data, configurations, website traffic patterns and website analytics information. Customer Data does not include DemandJump Data.
"DemandJump Content" means all information, data, algorithms, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Subscription Service or Consulting Services, including DemandJump Data.
“DemandJump Data” means the data we make available to you as part of the Subscription Service, including, without limitation, data as described in the ‘Marketing Channel’ section of the Subscription Service and/or any and all data, data sets, databases, data learnings and derivative works generated, resulting from or derived from the machine learning, algorithms, analysis, enhancement, translation, processing or modification of third party, proprietary and/or Customer Data. DemandJump Data does not include Customer Data.
“Marketing Channel” means the various digital channels, including, without limitation, third party contact information, affiliate sites, review sites, blogs, coupon, special promotion, discount, rate cards, content, search and other related websites.
"Order Form" or "Order" means the DemandJump-approved and mutually executed Order Form, billing statement, or online subscription process by which you agree to subscribe to the Subscription Service and purchase Consulting Services. Most Orders are completed through our online payment process.
“Primary Domain” means your domain, or domains, chosen for data science driven decision making for which we charge you fees as set forth at DemandJump.com.
"Sensitive Information" means credit or debit card numbers; personal financial account information; Social Security numbers; passport numbers; driver’s license numbers or similar identifiers; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information subject to regulations, laws or industry standards designed to protect data privacy and security, such as the Health Insurance Portability and Accountability Act and the Payment Card Industry Data Security Standards.
“Service Level Agreement” means the service level that is provided, as stated in Exhibit A to this Agreement.
“Services” means the Consulting Services and/or the Subscription Service.
"Subscription Fee" means the amount you pay for the Subscription Service.
"Subscription Service" means our web-based actionable intelligence marketing subscription-based services, applications, algorithms, and tools that you have subscribed to by an Order Form, online subscription process or that we otherwise make available to you, and developed, operated, and maintained by us, and any ancillary products and services, that we provide to you under this Agreement and an Order Form or online subscription process. The current URL is AIM.DemandJump.com.
"Third-Party Products" means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Subscription Service. These products and services include non-DemandJump apps available from, for example, the following: available integrations, tactical execution contact information, partner directory and links made available through the Subscription Service.
"Third-Party Sites" means third-party websites linked from within the Subscription Service,
including Communications Services.
"Users" means your employees, representatives, consultants, contractors or agents, who are authorized to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service.
You may purchase Consulting Services through an Order Form. Fees for these Consulting Services are in addition to your Subscription Fee, and do not include expenses, which, provided they are pre-approved by you in advance, will be reimbursed by you. If you purchase Consulting Services that recur, they will be considered part of your subscription and will renew in accordance with the ‘Subscription Term and Renewal’ section below. Unless otherwise agreed, all Consulting Services are performed remotely.
If there are a specific number of hours included in the Consulting Services purchased, those hours will expire as indicated in the applicable description, which expiration period will commence upon purchase. If there are deliverables included in the Consulting Services purchased, it is estimated that those deliverables will be completed within the time period indicated as the delivery period in the applicable description (the “Delivery Period”).
With the exception of those tabs within the Marketing Channel portion of the Subscription Service marked with a padlock symbol (which denotes a private section of the Marketing Channel), the Marketing Channel portion of the Subscription Service is a public forum; therefore, data or information input or downloaded into Marketing Channel fields (“Public Forum Data”) will be made available for use by all users of the Subscription Service, except for data or information input or downloaded into private section by you (“Private Data”). Public Forum Data is DemandJump Data, and Private Data is Customer Data.
You will use commercially reasonable efforts to comply with our Acceptable Use Policy, which can be found at DemandJump.com/legal, and which is incorporated herein by reference, when using any Services provided under this Agreement.
You will not (i) use or launch any automated system, including, "robots," "spiders," or "offline readers," that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser; (ii) use the Subscription Service in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party's use of the Subscription Service; (iii) attempt to gain unauthorized access to the Subscription Service; (iv) disassemble, reverse engineer, or decompile the Services, or access the Services with the intent to build a competitive product or service, or copy any ideas, features, or functions of the Services; or (v) use the Subscription Service for any purpose or in any manner that is unlawful or prohibited by this Agreement.
You are responsible for maintaining the safety and security of your Users’ identification and passwords to your account, and you will notify us in writing right away of any unauthorized use of your Users’ identifications and passwords or your account.
Third Party Sites and Products are not under our control. Third Party Sites and Products are provided to you only as a convenience, and the availability of any Third-Party Site or Product does not mean we endorse, support or warranty the Third-Party Site or Product.
You own all rights, title and interest, including all intellectual property rights, in and to the Customer Data and all of your trademarks, service marks, copyrights and trade secrets. You hereby grant DemandJump a revocable, non-exclusive, royalty-fee, worldwide right and license (i) to access, use, reproduce and create derivative works of the Customer Data, as DemandJump deems reasonably necessary in order to provide the Services hereunder, and (ii) to access and use any third party technology subscription services to which you subscribe, as DemandJump deems reasonably necessary in order to provide the Services hereunder. DemandJump shall not sell, assign or provide any Customer Data to any third party without your prior written consent. You shall not provide DemandJump, directly or indirectly, any personally identifiable information relating to you, your users or your customers, including, without limitation, any credit card information, social security numbers, contact information or protected health information.
All trademarks, service marks, patents, copyrights, trade secrets, know-how, and other proprietary rights in or related to the Services provided by DemandJump hereunder, or otherwise used to perform the Services, are and shall remain the sole and exclusive property of DemandJump, whether or not specifically recognized or perfected under applicable law. DemandJump shall own all rights, title and interest, including all intellectual property rights, in and to (i) all Services and any improvements to the Services, including those recommended or suggested by you, (ii) any algorithms, machine learnings, data learnings, techniques, programs, upgrades, modifications, strategies or enhancements developed in connection with rendering the Services to you or your Affiliates, even when refinements and improvements result from your request, and (iii) all DemandJump Data. If ownership in such Services, DemandJump Data, refinements and improvements does not automatically vest in DemandJump by virtue of this Agreement or otherwise, you hereby transfer and assign (and, if applicable, shall cause your affiliates to transfer and assign) to DemandJump all rights, title and interest which you or your affiliates may have in such Services, DemandJump Data, refinements and improvements. You authorize DemandJump to de-identify and anonymize the Customer Data and aggregate it with data from other data sources, and this de-identified, anonymized, aggregated data set shall be deemed DemandJump Data. DemandJump shall have a perpetual right to create and use de-identified derivatives of Customer Data.
To realize the full value of the Subscription Service and Consulting Services, your participation and effort are needed and required to carry out each party’s obligations under this Agreement.
We will not use, or allow anyone else to use, Customer Data to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only in order to provide the Subscription Service and Consulting Services to you and only as permitted by this Agreement. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Customer Data. You consent to the processing of Customer Data in the United States. You acknowledge that in all cases that DemandJump acts as the processor of Customer Data and you remain controller of Customer Data for applicable European Union data protection regulations.
We monitor use of the Subscription Service by you and may use the data gathered in an aggregate and anonymous manner. You agree that we may use and publish such information, provided that such information does not incorporate any Customer Data and/or identify you.
The Fees shall be as described in an Order Form. Unless otherwise specified in an Order Form, all fees are due and payable in advance throughout the Term. Where a price change applies to you, we will charge or invoice you under the new price structure, starting with the next Billing Period in the Term, except as provided below under 'Fee Adjustments During a Billing Period'. We will monitor and audit remotely the number of Primary Domains, Domains, Competitors, Users, Search Keywords, Campaigns and Products in the Subscription Service, and you are responsible for the fees due for any amounts used in excess of the amounts purchased on an Order Form.
If you are paying by credit card, you authorize us (i) to charge your credit card or bank account for all fees payable during the Term, and (ii) to use a third party to process payments, and you consent to the disclosure of your payment information to such third party.
If you are paying by invoice, we will invoice you at the beginning of the Initial Term and at the beginning of each subsequent Billing Period, and other time during the Term when fees are payable. All invoices are due and payable upon receipt, unless otherwise specified in the Order Form.
You will keep your contact information, billing information and credit card information (where applicable) up to date. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement.
You shall have no liability for any taxes based upon DemandJump’s payroll, net income or property. Our fees are exclusive of any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You agree to pay any Taxes applicable to your use of the Subscription Service and performance of Consulting Services, if applicable, unless you are tax exempt and provide us with a valid tax exemption number and certificate authorized by the appropriate taxing authority.
We may suspend your access to all or any part of the Subscription Service upon ten (10) days’ notice to you of non-payment of any amount past due. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If the Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.
The initial term of each Order Form shall commence on each Order Form Effective Date and continue for the term specified therein (the “Initial Term”); thereafter, an Order Form shall automatically renew for successive one (1) year periods (each a “Renewal Term”), unless one of the parties notifies the other of its election to terminate the Order Form at least 30 days prior to the end of the then expiring term (the Initial Term and Renewal Term are collectively referred to herein as the “Order Form Term”) by providing written notice to accountmanagement@DemandJump.com. This Agreement commences on the Effective Date and continues until the conclusion of the last Order Form Term hereunder, unless earlier terminated as set forth below (collectively, the “Term”). Each Renewal Term will be on the current terms and conditions of this Agreement, and subject to the renewal pricing provided for in your Order Form.
The Receiver will: (i) protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care, (ii) not use any Confidential Information for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information to any third party (except our third party service providers), and (iv) limit access to Confidential Information to its employees, contractors, advisors and agents. Upon notice to the Discloser, the Receiver may disclose Confidential Information if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.
We will indemnify, defend and hold you harmless, at our expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against you (and your officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with you to the extent that such Action is based upon or arises out of the Services infringing the intellectual property rights of any third party; provided, however, we shall have no such indemnification obligation to the extent (i) such infringement relates to use of the Services in combination with other software, data products, processes, or materials not provided by us and the infringement would not have occurred but for the combination; (ii) such infringement arises from or relates to modifications to the Services not made or authorized by us; or (iii) you continue the activity or use constituting or contributing to the infringement after notification thereof by us.
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) unauthorized or illegal use of the Subscription Service by you; (b) Third-Party Products used by you, or (c) the unauthorized use of the Subscription Service with your User information.
The indemnified party will: notify the indemnifying party in writing within thirty (30) days of becoming aware of any such claim; give the indemnifying party sole control of the defense or settlement of such a claim; and provide the indemnifying party with any and all information and assistance reasonably requested to handle the defense or settlement of the claim. The indemnifying party shall not accept any settlement that (i) imposes an obligation on the indemnified party; (ii) requires the indemnified party to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on the indemnified party without its prior written consent.
If the Services are held to infringe, or in our opinion are likely to be held to infringe any intellectual property rights of a third party, DemandJump may at its sole discretion and expense, either: (a) secure the right for you to continue use of the infringing Services; (b) replace or modify the infringing Services to make them non-infringing, provided such Services contain substantially similar functionality; or (c) terminate your subscription to use the infringing Services. If DemandJump elects to terminate the Services, as your sole and exclusive remedy, DemandJump shall refund to you any unused, prepaid license fees for the infringing Services.
Each party represents and warrants that it has the legal power to enter into this Agreement. DemandJump represents and warrants that the Services will substantially conform to the terms of this Agreement. Your exclusive remedies for breach of this shall be the repair or replacement of the Services. Any claim for breach of warranty shall be made by providing written notice thereof together with a detailed explanation of the purported error. If repair or replacement is not possible within forty-five (45) days following receipt of written notice of a breach of the warranty, you may terminate the defective Services, DemandJump will refund to you any unused, prepaid fees paid by you for use of the defective portion of the terminated Services.
WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SUBSCRIPTION SERVICE, DATA MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE, DEMANDJUMP CONTENT, RECOMMENDATIONS, INSIGHTS OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. OTHER THAN AS STATED HEREIN, THE SUBSCRIPTION SERVICE, DEMANDJUMP CONTENT AND CONSULTING SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SUBSCRIPTION SERVICE AND THE CONSULTING SERVICES INCLUDING WITHOUT LIMIT ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS SALES OR LOSS OF BUSINESS OPPORTUNITIES. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, EACH PARTY’S LIABILITY ARISING FROM THE INDEMNITY OBLIGATIONS, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SUBSCRIPTION SERVICE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Either party may terminate this Agreement for cause: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. This Agreement may not otherwise be terminated prior to the end of the Term.
We may, upon providing advanced written notice (such notice shall indicate the extent of the violation and provide a reasonable timeframe for curing such violation), suspend any User’s access to the Subscription Service for: (i) use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or a material term of this Agreement or (ii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity. If your use of the Subscription Service: (i) is being subjected to denial of service attacks or other disruptive activity, (ii) is being used to engage in denial of service attacks or other disruptive activity, (iii) is creating a security vulnerability for the Subscription Service or others, (iv) is consuming excessive bandwidth, or (v) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Subscription Service. We will try to limit the suspension to the affected portion of the Subscription Service and promptly resolve the issues causing the suspension of the Subscription Service.
Upon termination or expiration of this Agreement, DemandJump will stop all use of Customer Data, and if you request, we will provide you with written confirmation that we have stopped all use of Customer Data.
Upon termination or expiration of this Agreement, you will stop all use of the Subscription Service and DemandJump Content, and if we request, you will provide us written confirmation that you have discontinued all use of DemandJump Data.
If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Term. Fees are otherwise non-refundable.
You grant us the right to add your name and company logo to our Customer list and website.
Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.
We will comply with all U.S. state and federal laws in our provision of the Subscription Service, the Consulting Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request, provided we provide you with advanced written notice of such disclosure and the opportunity to object. You will comply with all laws in your use of the Subscription Service and Consulting Services, including, but not limited to any applicable export laws.
Notice will be sent to the contact address set forth herein, and will be deemed delivered as of the date of actual receipt.
To DemandJump Inc. – the Company address as listed on DemandJump.com.
To you: your address as provided on the Order Form, if one does not exist, in our DemandJump Subscription account information for you and, if one does not exist, we may give electronic notices by general notice via the Subscription Service and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through other notifications.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to any jurisdiction’s conflict of laws principles. In the event either party hereto shall resort to legal action for the redress of a breach of this Agreement, the prevailing party shall be entitled to an award of all costs and reasonable attorney fees associated therewith. THE PARTIES UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING RELATING TO OR ARISING OUT OF THIS AGREEMENT ANY ORDER FORM AND/OR SOW. The failure of a party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by one or both of the parties of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of a party to enforce each and every such provision thereafter. Any notice or correspondence required or permitted to be given or forwarded hereunder or by law shall be effective on receipt and shall be considered properly given if in writing and delivered personally, emailed or faxed with confirmation or sent by any commercially reasonable means of receipted delivery, addressed, with respect to Customer, to the address of Customer most recently provided in writing to DemandJump, and with respect to DemandJump, to the address of DemandJump appearing on its website at the time of such notice. Any provision of this Agreement, which is prohibited and unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such prohibition or enforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction. This Agreement, including all Order Forms associated herewith, represents the complete understanding and agreement of the parties hereto with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements, whether written or oral, between the parties. This Agreement may not be modified or amended, except by a written instrument executed by each of the parties hereto. This Agreement is for the sole benefit of the parties hereto and is not for the benefit of any third party. The parties hereto shall be deemed to be independent contractors hereunder, and as such, neither party shall be, nor hold itself out to be, an employee or agent of the other party.
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (together with all Order Forms), without the other party’s consent to it Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.
The terms in Exhibit A and the following sections in the ‘General Terms’ shall survive the expiration or termination of this Agreement: 'Definitions', ‘Fees and Payments’, ‘Ownership’, 'Confidentiality', ‘Publicity’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’, ‘Termination, Suspension and Expiration’, and ‘General’.
In the event of a conflict between the terms of this Agreement and an Order Form, the terms of the Order Form shall control, but only as to that Order Form.
Service Level Agreement (“SLA”)
Subscription Services Availability. DemandJump will use commercially reasonable efforts to make the Subscription Services generally available twenty-four (24) hours a day, seven (7) days a week and will provide Availability of the Subscription Services of at least 98.5% (the “Availability Guarantee”). “Availability” or “Available” means the time during each calendar month that the Subscription Services is available for use by you. “Downtime” means the time that the Subscription Services is not Available, but excluding Excused Unavailability. “Excused Unavailability” means: (i) scheduled maintenance (currently 12:00am US EST Sunday to 4:00am US EST Sunday, or such other alternative time outside of 9:00am US EST through 9:00pm US EST Monday through Friday, upon notice to you); (ii) unavailability caused by acts or omissions of you or its agents or caused by any breach by you of this Agreement; (iii) unavailability caused by network unavailability or bandwidth limitations outside of the DemandJump network; (iv) issues arising from bugs or other problems in the software, firmware or hardware of DemandJump’s suppliers; (v) hacks, malicious introduction of viruses, disabling devices, and other forms of attacks that disrupt access to the Subscription Services; (vi) power outages or other telecommunications or Internet failures; and (vii) events outside of DemandJump’s control. In the case of subsections (iv) and (v), such events shall be included in the calculation of Excused Unavailability if the outage could not have been prevented by reasonable and customary precautions in the hosting industry. Availability will be calculated as follows: (total minutes in any calendar month – total minutes of Downtime) divided by (the total minutes in such calendar month). If DemandJump fails to meet the Availability Commitment for two (2) consecutive calendar months or fails to meet the Availability Commitment for any three (3) calendar months within any twelve (12) month period, then by notice given within thirty (30) days after the end of the month which triggered your right of termination, you may terminate this Agreement effective thirty (30) days after receipt of the notice, and receive a refund of any pre-paid Fees for periods after the effective date of termination. The provisions of this SLA state your sole and exclusive remedy for any service level deficiencies of any kind.
DemandJump will use commercially reasonable efforts to provide Subscription Services support to you comprised of (i) on-line access to the DemandJump support portal generally available twenty-four (24) hours a day, seven (7) days a week (subject to circumstances outside of DemandJump’s control); (ii) DemandJump’s telephone support line (currently 9am-5pm US EST Monday through Friday); and (iii) access to your Account Manager. DemandJump will use commercially reasonable efforts to respond to your inability to access the Subscription Services or a component of the Subscription Services, which had previously performed as expected (“Problem”) within one (1) business day of the Problem being reported by you to the DemandJump support team through one of the three methods identified above.
The Site is based upon proprietary DemandJump technology and includes the Content. The Site is protected by applicable intellectual property and other laws, including trademark and copyright laws. The Site, including all intellectual property rights in the Site, belongs to and is the property of DemandJump or its licensors (if any). DemandJump owns and retains all copyrights in the Content. Except as specifically permitted on the Site as to certain Content, the Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivative works based on the Content or the Site, in whole or in part, by any means. DemandJump, DJ Design, the DemandJump logos, and other marks used by DemandJump from time to time are trademarks and the property of DemandJump. The appearance, layout, color scheme, and design of the DemandJump.com site are protected trade dress. Customer does not receive any right or license to use the foregoing. DemandJump may use and incorporate into the Site or the DemandJump Service any suggestions or other feedback you provide, without payment or condition.
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement on the Site or the Service should be sent to DemandJump's designated Copyright Agent. See the Claims of Copyright Infringement instructions below.
DEMANDJUMP MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SITE OR THE CONTENT FOR ANY PURPOSE. THIS SITE, THE CONTENT AND ANY LINKS HEREIN PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. DEMANDJUMP HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SITE AND THE CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
Copyright 2015 DemandJump. All rights reserved
Claims of Copyright Infringement
DemandJump respects the intellectual property rights of others, and we ask our users to do the same. DemandJump may, in its sole discretion, suspend the access or terminate the accounts of users who violate others' intellectual property rights.
If you believe that your work has been copied in a way that constitutes infringement on DemandJump's website, please provide the following information to DemandJump's Copyright Agent.
The DemandJump Copyright Agent for notice of claims of copyright infringement on or relating to this website ("Notifications") can be reached either by sending an e-mail to firstname.lastname@example.org or by sending a letter via U.S. Mail to: Taft Stettinius & Hollister LLP, Attention Jeff Kirk, 1 Indiana Square Suite 3500 Indianapolis, IN 46204.
Submission of Notification:
To be effective, the Notification must include the following:a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed ("Complaining Party");
This DemandJump - Acceptable Use Policy ("AUP") applies to the use of any product, service or website provided by us (DemandJump), whether we provide it directly or use another party to provide it to you (each, a "DemandJump Service"). This AUP is designed to ensure compliance with the laws and regulations that apply to the DemandJump Service. This AUP also protects the interests of all of our clients and their customers, as well as our goodwill and reputation. By using the DemandJump Service, you are agreeing to the terms of this AUP.
Every client of DemandJump must abide by this AUP and is responsible for any violations. We will enforce and ensure compliance with this AUP by using methods we consider to be appropriate.
We encourage recipients of email messages sent using the DemandJump Service to report suspected violations of this AUP to us by forwarding a copy of the received email with FULL headers to abuse@DemandJump.com.
You may not use the DemandJump Service in any way (directly or indirectly) to send, transmit, handle, distribute or deliver: (a) unsolicited email ("spam" or "spamming") in violation of the CAN-SPAM Act (referenced below) or any other law; (b) email to an address obtained via Internet harvesting methods or any surreptitious methods (e.g., scraping or harvesting); (c) email to an address that is incomplete, inaccurate and/or not updated for all applicable opt-out notifications, using best efforts and best practices in the industry, or (d) commercial electronic messages in violation of Canada’s Anti-Spam Legislation (referenced below).
Email sent, or caused to be sent to or through the DemandJump Service shall not: (a) use or contain invalid or forged headers; (b) use or contain invalid or non-existent domain names; (c) employ any technique to otherwise misrepresent, hide or obscure any information in identifying the point of origin or the transmission path; (d) use other means of deceptive addressing; (e) use a third party's internet domain name without their consent, or be relayed from or through a third party's equipment without the third party’s permission; (f) contain false or misleading information in the subject line or otherwise contain false or misleading content; or (g) use our trademark(s), tagline(s), or logo(s) without our prior written consent and only then pursuant to our trademark usage guidelines. You are prohibited from using the DemandJump Service to email purchased lists.
If you use email, we recommend that you adopt the Messaging, Malware and Mobile Anti-Abuse Working Group (M3AAWG) Sender Best Communications Practices (BCP), which were created and agreed upon with collaborative input from both volume email senders and Internet Service Providers. You agree to use commercially reasonable efforts to follow these practices.
Email sent by you or for you using the DemandJump Service must contain: (a) header information that is not false or misleading; and (b) an advisement that the recipient may unsubscribe, opt-out or otherwise demand that use of its information for unsolicited, impermissible and/or inappropriate communication(s) as described in this AUP be stopped (and how the recipient can notify you that it wants to unsubscribe, opt-out, or stop this use of its information). These requirements may not apply if the email sent is a transactional email and these requirements are not otherwise required by law. You warrant that you will promptly comply with all opt-out, unsubscribe, "do not call" and "do not send" requests.
If you use the DemandJump Services to place telephone calls, you must comply with (i) all applicable industry standards, including, but not limited to those applicable guidelines published by the CTIA and the Mobile Marketing Association and (ii) all laws relating to telephone marketing, including those You are prohibited from using or permitting access to use the DemandJump Service to make emergency calls or to provide or seek emergency services.
You agree not to use the DemandJump Service in a way that impacts the normal operation, privacy, integrity or security of another's property. Another’s property includes another’s account(s), domain name(s), URL(s), website(s), network(s), system(s), facilities, equipment, data, other information, or business operations. You also agree not to use the DemandJump Service to gain unauthorized access to, use, monitor, make an unauthorized reference to, another’s property, unless you have the appropriate express prior consent to do so. Examples of prohibited actions include (without limitation): hacking, spoofing, denial of service, mailbombing and/or sending any email that contains or transmits any virus or propagating worm(s), or any malware, whether spyware, adware or other such file or program. These restrictions apply regardless of your intent and whether or not you act intentionally or unintentionally.
In addition, and without limiting the other requirements in this AUP, you may not (directly or indirectly) use the DemandJump Service with content, or in a manner that:
You will use the DemandJump Service for your internal business purposes only and will not: (i) willfully tamper with the security of the DemandJump Service or tamper with our customer accounts; (ii) access data on the DemandJump Service not intended for you; (iii) log into a server or account on the DemandJump Service that you are not authorized to access; (iv) attempt to probe, scan or test the vulnerability of any DemandJump Service or to breach the security or authentication measures without proper authorization; (v) willfully render any part of the DemandJump Service unusable; (vi) lease, distribute, license, sell or otherwise commercially exploit the DemandJump Service or make the DemandJump Service available to a third party other than as contemplated in your subscription to the DemandJump Service; (vii) use the DemandJump Service for timesharing or service bureau purposes or otherwise for the benefit of a third party; (viii) provide to third parties any evaluation version of the DemandJump Service without our prior written consent; or (ix) disassemble, reverse engineer, or decompile the Services, or access the Services with the intent to build a competitive product or service, or copy any ideas, features, or functions of the Services.
Unless you have our express prior written permission, you may not use any name, logo, tagline or other mark of ours or the DemandJump Service, or any identifier or tag generated by the DemandJump Service, including without limitation: (a) as a hypertext link to any website or other location (except as provided for or enabled expressly by us); (b) to imply identification with us as an employee, contractor, agent or other similar representative capacity. You also agree not to remove or alter any of these items as we may have provided or enabled.
If you breach of this AUP we may immediately suspend your access to the DemandJump Service or terminate any agreements between us for cause. You acknowledge that we may disclose information regarding your use of any DemandJump Service to satisfy any law, regulation, government request, court order, subpoena or other legal process. If we make this type of required disclosure we will notify you, unless we are required to keep the disclosure confidential.
We are not obligated to, but may choose to, remove any prohibited materials and deny access to any person who violates this AUP.
We may update and change any part or all of this AUP. If we update or change this AUP, the updated AUP will be posted at https://demandjump.com/legal. The updated AUP will become effective and binding on the next business day after it is posted. We encourage you to review this AUP periodically.
TRUSTe Privacy Seal
1.1. When You Visit our Websites
You are free to explore the Websites without providing any information about yourself. When you visit the Websites, we request that you provide Personal Information about yourself, and we collect Navigational Information.
1.2. "Personal Information"
This refers to any information that you voluntarily submit to us and that identifies you personally, including contact information, such as your name, e-mail address, company name, address, phone number, and other information about yourself or your business. Personal Information can also include information about any transactions, both free and paid, that you enter into on the Websites, and information about you that is available on the internet, such as from Facebook, LinkedIn, Twitter and Google, or publicly available information that we acquire from service providers.
1.3. "Navigational Information"
This refers to information about your computer and your visits to this website such as your IP address, geographical location, browser type, referral source, length of visit and pages viewed. Please see the "Navigation Information" section below.
1.4. Payment Information
We may collect and process payment information from you when you subscribe to DemandJump’s Subscription Service, including credit cards numbers and billing information, using third party PCI-compliant service providers. Otherwise, we do not collect Sensitive Information from you on our Websites.
1.5. Information About Children
The Websites are not intended for or targeted at children under 13, and we do not knowingly or intentionally collect information about children under 13. If you believe that we have collected information about a child under 13, please contact us at privacy@DemandJump.com, so that we may delete the information.
We use "cookies" to help you personalize your online experience. A cookie is a text file that is placed on your hard disk by a Web server. Cookies are not used to run programs or deliver viruses to your computer. Cookies are uniquely assigned to you, and can only be read by a Web server in the domain that issued the cookie to you. One of the primary purposes of cookies is to provide a convenience feature to save you time. The purpose of a cookie is to tell the Web server that you have returned to a specific page. For example, if you personalize pages on our Websites, a cookie helps us to recall your specific information on subsequent visits. When you return to the same Website, the information you previously provided can be retrieved, so you can easily use the customized features. You have the ability to accept or decline cookies. Most Web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. If you choose to decline cookies, you may not be able to fully experience the interactive features of the DemandJump Websites you visit. DemandJump keeps track of the Websites and pages you visit within DemandJump, in order to determine what portion of the DemandJump Website is the most popular or most used. This data is used to deliver customized content and promotions within the DemandJump Website to customers whose behavior indicates that they are interested in a particular subject area.
2.2. Log Files
We may collect demographic information, such as your ZIP code, age, gender, preferences, interests and favorites using log files that are not associated with your name or other personally identifying information. There is also information about your computer hardware and software that is automatically collected by us. This information can include: your IP address, browser type, domain names, access times and referring website addresses. This information is used by DemandJump for the operation of, to maintain quality of, and to provide general statistics regarding use of the DemandJump Website. For these purposes, we do link this automatically-collected data to Personal Information such as name, email address, address, and phone number.
2.3. Clear Gifs (Web Beacons/Web Bugs)
We employ a software tracking technology (a.k.a. Web Beacons/Web Bugs), that helps us better manage the Website by informing us what content is effective. This technology may have tiny graphics with a unique identifier, similar in function to cookies, and are used to track the online movements of Web users. In contrast to cookies, which are stored on a user's computer hard drive, clear gifs are embedded invisibly on Web pages or in emails and are about the size of the period at the end of this sentence. We use clear gifs in our HTML-based emails to let us know which emails have been opened by recipients. This allows us to gauge the effectiveness of certain communications and the effectiveness of our marketing campaigns. We tie the information gathered by clear gifs in emails to our customers' Personal Information. If you would like to opt-out of these emails, please see "Opting Out and Unsubscribing".
2.4. Navigational Information Collected by Our Customers
Our customers can use the tools we provide, as well as tools provided by third parties, to collect Navigational Information when you visit their webpages. DemandJump does not control our customers' use of these tools, nor do we control the information they collect or how they use it.
2.5. Single Sign-On
You can log in to our site using a Single Sign-on (SSO) service like your Google account. This service will authenticate your identity and provide you the option to share certain personal information with us such as your name and email address to pre-populate our sign up form. Such services may give you the option to post information about your activities on this Web site to your profile page to share with others within your network.
2.7. Third Party Tracking Technologies
3.2. Use of Personal and Navigational Information
3.3. Customer Testimonials and Comments
We post customer testimonials and comments on our Websites, which may contain Personal Information. We obtain each customer's consent via email prior to posting the customer's name and testimonial.
3.4. Use of Credit Card Information
If you give us credit card information, we use it solely to check your financial qualifications and collect payment from you. We use a third-party service provider to manage credit card processing. This service provider is not permitted to store, retain, or use information you provide except for the sole purpose of credit card processing on our behalf.
3.5. Service Providers
We employ other companies and people to provide services to visitors to our Websites and may need to share your information with them to provide information, products or services to you. Examples may include removing repetitive information from prospect lists, analyzing data, providing marketing assistance, processing credit card payments, supplementing the information you provide us in order to provide you with better service, and providing customer service. In all cases where we share your information with such agents, we explicitly require the agent to acknowledge and adhere to our privacy and customer data handling policies.
3.6. Security of your Personal Information
We use a variety of security technologies and procedures to help protect your Personal Information from unauthorized access, use or disclosure. We secure the Personal Information you provide on computer servers in a controlled, secure environment, protected from unauthorized access, use or disclosure. When sensitive Personal Information (such as a credit card number and/or geo-location data) is collected on our Websites and/or transmitted to other websites, it is protected through the use of encryption, such as the Secure Socket Layer (SSL) protocol.
3.7. Social Media Features
3.8. External Websites
3.9. Public Forums
We may offer publicly accessible message boards, blogs, and community forums. Please keep in mind that if you directly disclose any information through our public message boards, blogs, or forums, this information may be collected and used by others. We will correct or delete any information you have posted on the Websites if you so request, as described in "Opting Out and Unsubscribing" below.
3.10. Compelled Disclosure
We reserve the right to use or disclose your Personal Information if required by law or if we reasonably believe that use or disclosure is necessary to protect our rights or to comply with a law, court order, or legal process.
4.2. Contact Us
This is a contract between you (the Affiliate) and us (DemandJump). It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible. These terms are so important though that we cannot have you participate in our Affiliate Program unless you agree to them. By participating in our Affiliate Program, you are agreeing to these terms.
We periodically update these terms by posting a revised copy on our website and will update the ‘Last Modified’ date as set forth above. You agree to review the Affiliate Program on a regular basis and always remain in compliance.
"Agreement" means this Affiliate Program Agreement and all materials referred or linked to in here.
“Cookie Life Period” means 90 days from the date of End Users arrival on DemandJump.com through Affiliate’s reference link provided by us and according to this Affiliate Program Agreement.
“Customer Terms of Service” means those terms and conditions located at DemandJump.com/legal as modified from time to time.
“End User” means the authorized actual user of the Subscription Service.
"End User Data" means all information that End User submits or collects via the Subscription Service and all materials that End User provides or posts, uploads or inputs through the Subscription Service.
"DemandJump Content" means all information, data, algorithms, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.
“List Price” means the standard pricing for the Subscription Service as listed at DemandJump.com. We reserve the right to change such pricing at any time. However, we will not apply any price change to End Users who purchase Subscription Service within ten (10) days after such price change.
“Net Revenue” means the initial fee, any renewal fees, and any upgrade or downgrade fees that are actually paid to us by an End User or by Affiliate for an End User for the Subscription Service. Net Revenue shall: (i) be calculated net of any discounts, taxes payable and subsequent refunds not due to a contract breach by DemandJump, and (ii) shall exclude any implementation, customization, training, consulting or other professional services, or fees for third-party products or services.
“Affiliate Transactions” means those transactions that are eligible for a Revenue Share pursuant to the ‘Affiliate Transactions’ section of this Agreement.
“Affiliate Program” means our Affiliate program as described in this Agreement.
“Program Policies” means the policies applicable to Affiliates.
“Revenue Share” means the amount as described in your DemandJump.com/Affiliates account, which is based on Net Revenue paid to us by an End User or Affiliate for a Affiliate Transaction.
“Subscription Service” means our web-based actionable intelligence marketing platform, applications, algorithms, and tools that are subscribed to, and developed, operated, and maintained by us, accessible via AIM.DemandJump.com or another designated URL, and any ancillary products and services, that we provide to End Users. The Subscription Service does not include any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.
"We", "us", “our”, and “DemandJump” means DemandJump Inc.
“You” and “Affiliate” means the party, other than DemandJump, entering into this Agreement and participating in the Affiliate Program.
This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.
You may not share your Revenue Share, received through the DemandJump Affiliate Program, with End Users. Revenue Share cannot be split in any way between you, your employees and any other third party, including End Users. You will not receive Revenue Share for self referrals and for End Users who violate the DemandJump Affiliate Program Terms. You are also not allowed to refer the company you work for and receive Revenue Share for that.
Payments are currently available through PayPal and ACH. Minimum threshold for PayPal payments is $50.00US, whereas for a wire transfer, the minimum amount is $1,000.00US. In order to receive payment, you must provide us with all necessary information including your PayPal account or bank name, bank address, ABA number/SWIFT number, IBAN if applicable, account name, routing number and account number. You must also submit a completed Form W-9 (for U.S.-based companies) or Form W-8BEN (for non-U.S. based companies) in order to receive payment, and failure to do so will result in non-payment by us until a completed Form W-9 or W-8BEN is received. The account information, along with a Form W-9 or Form W-8BEN must be returned to us by email at VARCommissions@DemandJump.com.
We, or one of our affiliates, will pay the Revenue Share amount due to you within forty-five (45) days after the end of each month in an amount equal to the Net Revenue in cash we receive and we recognize as revenue from Affiliate Transactions, during such month, multiplied by the Revenue Share percentage. For example, pre-payment in full by an End User for an annual commitment will be recognized by us as revenue monthly on a pro-rata basis for the length of time the Subscription Service was provided during each month during the annual term, and you will receive the Revenue Share on that same monthly pro-rata basis. We will not pay more than one Revenue Share or other similar referral fee on any given Affiliate sale (unless we choose to in our discretion) and we may apportion a Revenue Share if more than one of our Affiliates has contributed to the close of a sale.
You are responsible for payment of all taxes applicable to the Revenue Share. You will be assessed sales tax and value added tax, only if applicable, unless you provide us with a valid reseller certificate that indicates tax should not be applied to the Revenue Share amount. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us. Your Revenue Share does not accrue interest.
In the event you placed the order with us for an End User, for payments made by credit card, you will provide us with valid and updated credit card information or bank account information. You authorize us to charge your credit card or bank account for all fees payable. You also authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party. For payments made by invoice, all amounts invoiced are due and payable upon receipt from the date of the invoice and in advance of service provided.
In the event you placed the order with us for an End User, if you do not pay fees due for an End User’s account within fifteen (15) days after notice of non-payment from us, (i) the unpaid fees will incur a late fee equal to the lesser of one and one-half percent (1.5%) per month or the maximum amount allowed by applicable law, and (ii) we may suspend the Subscription Service while any payment is delinquent. We may also terminate or suspend the End User’s access to the Subscription Service and/or to initiate direct communication with the End User. Notwithstanding the expiration or earlier termination of this Agreement, you remain obligated to pay all fees due for our provision of the Subscription Service to End Users in connection with an order placed with us by you for an End User. If you placed the order with us for an End User, you will have sole responsibility for invoicing and collecting fees for the Subscription Service from the End User. Your obligation to pay fees to us is not conditioned upon your receipt of payment from the End User.
All statistics are collected and calculated by DemandJump and will be the only valid statistics used for determining Revenue Share. Chargebacks will be deducted from Revenue Share. Revenue Share is subject to change at any time in the sole discretion of DemandJump.
In the event you placed the order with us for an End User, you will be responsible for all End User questions and requests for additional support or training for the Subscription Service. In such an event, you may consult with us with regards to providing support to End Users, but we will not provide direct support to End Users unless we determine that it is necessary.
You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Affiliate Marks”) in connection with the Affiliate Program and this Agreement.
During the term of this Agreement, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Affiliate Program and this Agreement; and (iii) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
As used herein, “Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.
You will comply promptly with all opt out, unsubscribe, "do not call" and "do not send" requests, including without limitation such requests from us related to DemandJump Leads. For the duration of this Agreement, you will establish and maintain systems and procedures to appropriate to effectuate all opt out, unsubscribe, "do not call" and "do not send" requests.
You represent and warrant that: (i) you have all sufficient rights and permissions to provide the prospect data to us for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and to grant to us our right to use the Affiliate Marks.
You represent and warrant that you will not SPAM. You represent and warrant that you will not send emails to lists or groups that you do not have permission to send them to. We cannot stress enough we will terminate your account on the first offense.
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Affiliate Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of this Agreement, (d) your use of Optional Affiliate Programs, or (e) our use of the Affiliate Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
You agree not to intentionally solicit for employment any of our employees or contractors during the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement. Both you and we acknowledge that (i) any newspaper or other public solicitation not directed specifically to such person shall not be deemed to be a solicitation for purposes of this provision, and (ii) this provision is not intended to limit the mobility of either our employees or contractors.