Terms & Conditions

These general terms and conditions are part of the contract to which they are attached (the “Agreement”) and apply to your use of any marketing or email data or services provided by Carsy Inc. or its affiliated companies (“Huron”), which data or services are referred to collectively as the “Data.”

1. Ownership.

The term “Huron Property” means all programs, files, systems, documentation, information, content, graphics, page layouts, site designs, user interfaces utilized or provided by Huron, work product produced by Huron, and derivate works of any of the foregoing, including, without limitation, the website or websites made available to you by Huron, any HTML programming performed as part of providing you with Data and any other special programs, functionalities, interfaces and other work product, ideas, concepts or techniques which Huron may develop, use or rely upon in providing the Data to you.

All Huron Property shall be and will remain the property of Huron.

As between you and Huron, Huron shall be the sole and exclusive owner of all patents, copyrights, trademarks, trade secrets and other intellectual property rights in and to the Huron Property and the Data.

2. Limited License.

Upon your execution of the Agreement and the payment of all amounts due to Huron, you are granted a personal, nontransferable and nonexclusive license to use the Data solely for your direct marketing, market research and customer prospecting purposes, in strict accordance with the terms of the Agreement. If no usage period is selected, the license’s term shall be for a period of six (6) months. Company shall retain all right, title and interest in and to the Production/Services and all intellectual property contained therein. Upon expiration or termination of the Agreement, you shall discontinue use of the Data and, as requested by Huron, either (a) return the Data to Huron without retaining any copies thereof or any notes or other information thereon or (b) provide a certificate, executed by you, in form and substance satisfactory to Huron, that the Data has been destroyed in such a manner to render the Data permanently unreadable and unrecoverable.

3. Limitations on Use.

Unless specifically authorized in advance and in writing by Huron, you will not share, sell, transfer or otherwise make the Data available to any third person or entity and you will use your best efforts to prevent the misuse or unauthorized use of the Data by any third person or entity.

You will not name or refer to Huron or your use of the Data in any of your advertisements or promotional or marketing materials.

You will not use the Data for consumer credit purposes, underwriting consumer insurance, employment purposes, tenant screening purposes, for any other purpose covered by the federal Fair Credit Reporting Act or for any other purpose not expressly authorized by the Agreement.

4. Your Responsibilities; Use of Email Data; Review and Audit by Huron.

Your use of the Data will comply with all applicable federal, state, local and foreign laws, statues, rules and regulations (“Laws”), including Laws regarding telemarketing, email and facsimile marketing, customer solicitation and all applicable guidelines of the Direct Marketing Association (“DMA”). If you are not a member of the DMA, you will use your best efforts to comply with the DMA’s guidelines.

Your use of any email Data will comply with all applicable Laws, including the CAN-SPAM Act, COPPA, and any State Registry laws.

Huron reserves the right to review your use of the Data to ensure compliance with this Agreement, but any failure of Huron to review such use will not constitute acceptance of such use or waive any of Huron’s rights hereunder or limit any of your obligations with respect to the Data. At any time upon at least 3 days’ notice, Huron may audit your records to determine whether you are in compliance with this Agreement and you will make available to Huron or its representatives all records necessary for the conduct of such an audit.

5. Disclaimer of Warranties; Limited Warranty.

THE DATA IS PROVIDED ON A STRICTLY “AS IS” BASIS. HURON DOES NOT ASSURE OR WARRANT THE CORRECTNESS, COMPREHENSIVENESS OR COMPLETENESS OF THE DATA AND, EXCEPT AS PROVIDED IN THE NEXT SENTENCE, HURON DISCLAIMS ANY AND ALL WARRANTIES OF ANY NATURE, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. We do not guarantee the accuracy, completeness, or usefulness of the services or any service content, and you rely on the services and service content at your own risk. Any material that you access or obtain through our services is done at your own discretion and risk and you will be solely responsible for any damage to your computer or loss of data that results from the download of any material through our services. No advice or information, whether oral or written, obtained by you from us or through or from our services will create any warranty not expressly stated in this agreement. Some states may prohibit a disclaimer of warranties and you may have other rights that vary from state to state.

Clarifications. Huron is not responsible for damages suffered by users for their actions taken in reliance on Huron supplied Content, including losses for purchases or sales of any securities or investments or delays in removing, inaccurate, unlawful or otherwise objectionable information. Except as expressly provided, Huron is not responsible or liable for the accuracy, completeness, reliability, or availability of the Services or Content. You assume sole responsibility and liability for Your use of the Services, including, without limitation, any Content that is accessed therein.

THE SITE, SERVICES AND CONTENT ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY HURON TO THE MAXIMUM EXTENT PERMITTED BY LAW.

You hereby represent and warrant that You will only use the Site, Services and Content strictly within the scope of the Agreement (including these Terms of Use) and that You have obtained all necessary consents, and have sufficient, right, title or authority to provide Huron with copies of or access to any Customer Data which You divulge, transmit or otherwise disclose to Huron under the Agreement and that you will use any Content provided to You solely in accordance with all applicable laws.

6. Limitation of Liability.

Huron will not be liable for any claim, demand, loss, liability, damage, injuries, cost or expense (including reasonable attorneys’ fees and legal costs), whether general, direct, special, incidental, consequential or other damage caused in whole or in part or directly or indirectly by any use of the Data or any alleged or actual failure by Huron to comply with the terms of the Agreement, whether or not any such damages were foreseeable or whether Huron was advised of the possibility of such damages. Huron’s maximum liability under the last sentence of Section 5 will not exceed the amount you paid Huron under the Agreement within the 12 months preceding the event which gave rise to Huron’s liability.

7. Your Indemnification of Huron.

You shall indemnify, defend and hold harmless Huron, its stockholders, directors, officers, employees, independent contractors and agents against any claim, demand, loss, liability, damage, injury cost or expense (including attorneys’ fees and legal costs) which arises, directly or indirectly, out of your act or omission with respect to the Data or any violation of the Agreement or any violation of Laws.

8. Interruption of Service.

You acknowledge that, given the technical nature of resources Huron requires to provide the Data to you, temporary interruptions may occur in the provision of Data and that any such interruptions shall not result in Huron having any liability to you or others and shall not suspend or eliminate your payment obligations to Huron or provide you with any refund rights for amounts previously paid to Huron.

9. No Assignment by You.

You may not assign your rights or obligations under the Agreement to any other person or entity without the prior written consent of Huron, whether by operation of law or otherwise, and any attempt to do so shall be void.

10. Additional Remedy of Termination.

In addition to all other legal rights and remedies available to Huron for any apparent, threatened or actual breach or violation of the Agreement by you, Huron has the right to terminate the Agreement and demand immediate return or destruction of the Data at any time if Huron believes you are not complying in full with the Agreement.

11. Governing Law; Jurisdiction.

The Agreement shall be governed by and construed under the laws of the Province of Ontario, without regard for the principles of conflicts of law of that state or any other state. Any litigation or other dispute relating to or arising under the Agreement shall only be brought in the state or federal courts located in Ontario and you agree to submit to the exclusive jurisdiction of those courts and waive any objections to the venue of any such proceeding in those courts.

12. Payment.

Payment: You agree to pay Huron a fee in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. Fees charged are nonrefundable. In the case of subscription products, the subscription term shall be effective for the agreed upon period, after which the subscription term shall automatically renew for the specified renewal period (if any) at the then current subscription price.

Recurring Billing: Your acceptance of these terms constitutes your authorization to Huron to automatically charge the credit/debit card provided by you, and in the case of subscription products, to continue charging the credit/debit card at the agreed-upon intervals during the term of the subscription. You agree to provide Huron with complete and accurate billing and contact information and to update that information with thirty (30) days of any change to the billing information. Failure of the recurring payment process does not absolve your payment obligations.

Interest Charges: There will be interest charges on any amounts which you fail to pay when due at the rate of 1.5% a month, or such lower rate as may be equal to the maximum rate allowed by applicable law, on the unpaid amount.

Any unused portions of volume-based purchases (e.g. email credits) shall expire at the end of each Contract Year and shall not roll over into subsequent contract years.

13. Entire Agreement; Amendment or Waiver.

The Agreement contains the entire understanding between you and Huron and supersedes any prior understandings or agreements, oral or written, relating to the subject matter of the Agreement. The Agreement may only be amended by a document signed by you and Huron. No waiver of any breach of the Agreement shall be deemed a waiver of a future breach, whether of a similar or different nature, and no waiver shall be effective unless in writing signed by the waiving party.

14. Execution; Counterparts.

The Agreement may be executed in its original, by facsimile or in electronically transmitted portable document format and it may be executed in any number of counterparts, each of which shall be deemed an original of the same document.