PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING ANY PAGE OF THE DATAFOX WEBSITE
(THIS “SITE”) OR USING ANY DATAFOX SERVICE (COLLECTIVELY, THE
“SERVICE”), YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL OTHER
TERMS INCORPORATED BY REFERENCE.
FOR FURTHER INFORMATION, PLEASE REFER TO THE HELP SECTION OR FREQUENTLY ASKED QUESTIONS ON
THIS SITE, OR CONTACT DATAFOX AT email@example.com.
LAST UPDATED: October 3, 2017
- DATAFOX SERVICE
- Subject to these Terms of Service, DataFox will provide to DataFox clients
(“Clients”) the Service as described in the Service Plan under
which Client has registered and paid. These Terms of Service govern any free trial
period as well as the paid term of any Service Plan. If a Client purchases access
to multiple accounts under a Service Plan, then such Client may designate the number
of “Authorized Users” up to the number of accounts purchased.
Client may only designate as Authorized Users Client’s employees, consultants,
contractors and subcontractors needing to access and use the Service for Client’s
internal business purposes. Client and each of its Authorized Users are subject to
these Terms of Service, Client is responsible for the compliance of these Terms of
Service by its Authorized Users, and Client shall be responsible for any breach of
these Terms of Service by its Authorized Users or any other Client personnel.
Where the context requires, requirements and prohibitions in these Terms of Service
shall apply to both Clients and Authorized Users, even if expressed as a Client
requirement or prohibition.
carefully for details relating to what information and data we collect from you and
other Users, and how we use that information internally and disclose it to third
into these Terms by reference.
- DataFox will use commercially reasonable efforts to make this Site and the Service
available 24 hours a day, 7 days a week. Client acknowledges and agrees that such
availability is subject to: (a) planned maintenance downtime, and (b) any unavailability
caused by urgent maintenance or circumstances beyond DataFox’s control. DataFox will
use commercially reasonable efforts to provide Client support as described in the Service Plan.
- Client acknowledges and agrees that DataFox uses third party vendors and hosting partners
to provide the necessary hardware, software, networking, storage, and related technology
required to run the Service, and that the technical processing and transmission of the
Service involve encrypted transmissions over various external networks and changes to
conform and adapt to technical requirements of connecting networks or devices.
- DataFox reserves the right at any time to modify, augment, enhance or discontinue,
temporarily or permanently, the Service (or any part thereof)
(each, a “Service Change”), provided that in each instance DataFox
is making such Service Change for its customers generally. Use of any new Service
features, tools and resources are subject to these Terms of Service. Should DataFox
discontinue any material feature of the Service, DataFox will promptly provide notice
to Client and (a) DataFox will provide Client with an appropriate price adjustment,
or (b) Client may terminate this Agreement by giving written notice to DataFox and
paying any Service fees due (prorated through the date of termination) and DataFox
will provide a prorated refund of any prepaid Service fees.
- DataFox reserves the right to change or modify these Terms of Service from time to time.
If such change or modification materially impairs Client’s rights, (i) DataFox shall
give written notice to Client, (ii) Client may terminate this Agreement by giving written
notice to DataFox and paying any Service fees due (prorated through the date of termination),
and (iii) DataFox will provide a prorated refund of any prepaid Service fees.
Any change or modification will be effective upon posting on this Site. Client is
advised to review these Terms of Service periodically to ensure compliance with the
most recent terms. Client’s continued use of the Service following the posting of any
change or modification of the Terms of Service will constitute Client’s acceptance of
must stop accessing and using the Service.
- DataFox represents and warrants that: (i) DataFox has acquired from its partners all
necessary rights to include in the Service the DataFox Content provided by such partners,
(ii) DataFox will provide the Service in accordance with all applicable laws, rules and
regulations, and (iii) DataFox will use commercially reasonable efforts not to introduce
or infect Client’s computer systems with any worms, viruses, or other programs or devices
used to modify, delete, damage, deactivate or disable any computer software, hardware or data.
- CLIENT AND AUTHORIZED USER RESPONSIBILITIES
- Authorized Users must be human beings. Accounts registered by “bots” or other
automated methods are not permitted. Authorized Users must provide his/her correct
legal full name, a valid email address, and any other information requested in order
to complete the registration process. Personal data is collected and managed under
- Each Authorized User account may only be used by one individual. Multiple individuals
may not use or share a single account. If DataFox reasonably believes that account
sharing has occurred, Client will assist DataFox in determining whether such sharing
has occurred. If DataFox determines that account sharing has occurred, DataFox reserves
the right to charge Client for each individual using the Authorized User account.
If account sharing continues after DataFox gives Client written notice of account
sharing with regard to one or more specified Authorized User accounts, DataFox may
terminate Client’s access to the Service under the terms of Section 9(b) below.
- Client and Authorized Users are responsible for maintaining the security of Client’s
account and password and, unless there is a security breach through no fault of
Client or an Authorized User, Client accepts responsibility for all activities that
occur under its or its Authorized Users’ passwords. DataFox is not liable for any loss
or damage resulting from Client’s or Authorized User’s failure to protect Client’s
account or comply with Client’s or Authorized Users’ obligations under these Terms of
- Repeat trial account signups by a single user or entity are not allowed. DataFox
reserves the right to cancel any such repeat trial accounts. Trial accounts that
are not accompanied by a working phone number and email will be subject to immediate
cancellation without notice.
- Subject to Client’s compliance with these Terms of Service, DataFox grants Client (i)
a limited, non-assignable (except as provided in these Terms of Service), revocable
right to access and use the Service for Client’s informational and internal business
use only, and (ii) a limited, non-exclusive, revocable, non-sublicensable license to
download, print and use DataFox Content for internal business use only.
“DataFox Content” means data records of companies, the format and
presentation of such data, and any other text, charts, graphics, commentary,
derived insights and other information created and made available by DataFox.
- Client and Authorized Users are not permitted to: (i) reproduce, duplicate, copy,
sell, resell, lease or distribute the Service or DataFox Content, in whole or in part,
to or on behalf of any third party; (ii) publicly perform or display the Service or
DataFox Content, in whole or in part; (iii) modify or make any derivative uses of the
Service or DataFox Content, in whole or in part; (iv) use any manual or automated
data mining, scraping, crawling, spiders, robots or similar data gathering or
extraction methods on any webpage, screen or other content contained in, generated by
or relating to the Service; (v) introduce or transmit any worms, viruses, malware or
any code of a destructive nature onto or via the Service; (vi) download (other than
the page caching) any portion of the Service or DataFox Content, except as expressly
permitted by these Terms of Service or the functionality of the Service; (vii) use the
Service or DataFox Content except as expressly permitted by these Terms of Service;
(viii) access or use the Service for monitoring the Service’s availability, performance
or functionality, or for any other benchmarking or competitive purposes; or (ix) conduct
any activity using the Service or DataFox Content that is illegal or in violation of any
applicable laws and regulations, including, without limitation, all national, state,
local and other laws and regulations relating to physical mailing, emailing or spam
(collectively, “Client Prohibitions”). Uses expressly permitted by
these Terms of Service include but are not limited to downloading into spreadsheets
for internal business analytical uses, and uploading into Client’s CRM system for
internal business purposes.
- Unless explicitly stated herein, nothing in these Terms of Service will be
construed as conferring any license to intellectual property rights, whether by
estoppel, implication or otherwise.
- Client shall indemnify, defend and hold DataFox and its employees, managers, officers,
and agents (collectively, the “Indemnitees”) harmless from and against
any claim, demand, suit or proceeding made or brought against an Indemnitee by a third
party (i) arising out of Client’s or Authorized Users’ use of the Service or DataFox
Content in violation of these Terms of Service or of applicable laws, rules, or
regulations, or (ii) alleging that any Client Content or Client’s or Authorized Users’
unauthorized use of the Service infringes or misappropriates the intellectual property
rights, or violates the privacy or other rights, of a third party. Client shall indemnify
the Indemnitees from and against any related damages, losses, liabilities, expenses,
attorney fees and costs.
- Client is permitted no more than the number of company profile synchronizations
(aka lead exports) per month to Client’s CRM, and no more than the number of results
views in list form pursuant to the Service, as are specifically provided for in the
Service Plan under which Client has registered and paid, as determined by DataFox in
its discretion. Such numbers are maximums only. Client does not have the right to
carry forward, or obtain credit for, or provide to others, any unused lead exports
or result views in any month. If Client requires access to more data than allowed
under Client’s Service Plan, Client may contact DataFox to upgrade its Service Plan.
In no event shall Client or an Authorized User provide any leads or information (or
any information in or extracted from or derived from any leads) to any third party,
even if Client or Authorized User has exported and stored such leads or information
in or to another platform.
- THIRD PARTY CONTENT AND APPS
- Client understands that the Service gathers, organizes and derives insights on companies
based on available information and data provided by third parties or contributed by
Clients (together, “Third Party Content”). DataFox does not pre-screen
Third Party Content that may be presented or available through the Service. DataFox has
the right in its sole discretion to limit, restrict or remove any Third Party Content
from the Service. DataFox makes no claim or representation regarding, and accepts no
responsibility for, the quality, content, nature or reliability of any Third Party Content.
DataFox does not represent or warrant the accuracy of any Third Party Content, undertakes
no responsibility to update or review any Third Party Content, and makes no guarantee as
to the accuracy, timeliness or completeness of any Third Party Content. Providing Third
Party Content or attribution to the source of any Third Party Content does not imply
affiliation, endorsement or adoption by DataFox of the Third Party Content or Third Party
Content provider. In the event that a Third Party Content provider requires DataFox to
remove or discontinue use of any Third Party Content, DataFox may in turn direct Client
to cease using such Third Party Content and expunge it from Client’s platforms. Client
agrees to comply promptly with any such direction.
- Third party applications or services (“Third Party Apps”) may be available
through the Service. DataFox does not warrant, and is not responsible for the legality,
quality, accuracy, integrity, fitness, reliability, or availability of any Third Party
Apps that Client may connect to through or with the Service, or any descriptions or
promises related to such Third Party Apps. Client’s agreement to use such Third Party
Apps will be solely between Client and such Third Party App provider.
- If Client installs or enables Third Party Apps for use with the Service, or accesses the
Service from the Third Party Apps, Client acknowledges and agrees that: (i) DataFox may
allow such Third Party Apps providers to access Client’s data for provisioning or
interoperation of the Third Party Apps with the Service; (ii) Client is solely responsible
for ensuring that it has obtained all necessary rights, licenses and authorizations from
the Third Party App provider; and (iii) DataFox will not be responsible for any disclosure,
modification or deletion of Client’s data by a Third Party App provider. If Client obtains
any custom data via Third Party Apps through the Service, Client is responsible for
obtaining all necessary rights, licenses and authorizations to use such custom data,
and to authorize DataFox to host, transmit and display such custom data. If Client does
not want to permit the exchange of Client’s data or account information with Third Party Apps,
Client should not enable or should disable such Third Party Apps for use with the Service.
- The Service may provide links to third-party websites (“Third Party Sites”)
where Client may obtain Third Party Content. DataFox makes no claim or representation
regarding, and accepts no responsibility for, the quality, content, nature or reliability
of any Third Party Sites, or Third Party Sites linking to the Service. Such Third Party
Sites are not under the control of DataFox and DataFox is not responsible for any Third
Party Site, any content, links or services on such Third Party Site, or any review, changes
or updates to a Third Party Site. DataFox provides links to Third Party Sites to Client only
as a convenience, and the inclusion of any link does not imply affiliation, endorsement or
adoption by DataFox of any Third Party Site or any information contained therein. When Client
leaves this Site, Client understands that the terms and policies of the provider of the Third
Party Site, not those of DataFox, will govern Client’s use of the Third Party Site.
Client should review the applicable terms and policies, including privacy and data gathering
practices, of any Third Party Site to which Client navigates. DataFox does not monitor or
have any control over any Third Party Site.
- DataFox may run advertisements and promotions from third parties on the Service or may
otherwise provide information about or links to third-party products or services.
Client’s dealings or correspondence with, or participation in promotions of, such third
parties, and any terms, conditions, warranties or representations associated with such
dealings or promotions, are solely between Client and such third party. DataFox is not
responsible or liable for any loss or damage of any sort incurred by Client as the
result of any Client’s dealings with or reliance on any such third party advertising,
promotions or information.
- INTELLECTUAL PROPERTY
- The Service and DataFox Content, including, without limitation, any and all logos,
designs, text, graphics, pictures, information, data, software, algorithms, sound
files, other files, any selection and arrangement of any of the foregoing and
anything else provided by the Service are the proprietary property of DataFox or
its licensors and are protected by U.S. and international intellectual property laws.
The copyrights of the look and feel of the Service and DataFox Content are the sole
and exclusive property of DataFox. Client may not duplicate, copy, distribute or
reuse any portion of the HTML/CSS or visual design elements of the Service or DataFox
Content without the prior written consent of DataFox. Third Party Content is the property
of its respective owners or their licensors.
- The DataFox name, logos and slogans are trademarks of DataFox. Without the prior
written permission from DataFox, Client may not: (i) copy, imitate or use, in whole
or in part, any DataFox mark; or (ii) use any metatags or any other “hidden text”
utilizing “DataFox” or any other name, trademark or product or service name of DataFox.
The look and feel of the Service, including all page headers, custom graphics, button
icons and scripts, is the service mark, trademark and/or trade dress of DataFox and
may not be copied, imitated or used, in whole or in part, without DataFox’s prior
written permission. You may not remove, alter or obscure any copyright, trademark,
service mark or other proprietary rights notices incorporated in or accompanying the
Service. All other trademarks, product names and company names or logos mentioned by
or appearing in the Service are the property of their respective owners. Reference
in the Service to any third party products, services, processes or other information,
by trade name, trademark, manufacturer, supplier or otherwise, does not constitute or
imply endorsement, sponsorship or recommendation thereof by DataFox.
- Client retains all proprietary rights to (i) Client’s data that may be input by Client
while using the Service, (ii) Client materials created by Client or for Client by a
third party using information provided by the Service, and (iii) content from
Client’s CRM system provided to DataFox (collectively, “Client Content”).
Client hereby grants DataFox a non-exclusive, worldwide, royalty-free license to use
Client Content in providing the Service to Client.
- “Client Contributions” shall mean corrections, updates, improvements,
feedback, data or other changes to the Service that Client provides to DataFox.
Client hereby grants DataFox a non-exclusive, worldwide, perpetual, irrevocable,
royalty-free license to use, copy, distribute, display, modify and make derivative
works from (i) such Client Contributions and (ii) contact information and firmographic
data included in Client Content (excluding Client-specific data), as part of the Service.
- In accordance with the United States Digital Millennium Copyright Act, if Client or anyone
else (“Notice Giver”) accessing or using the Service believes that any
material on the Service violates Notice Giver’s intellectual property rights,
Notice Giver should promptly send a written notice to DataFox’s Copyright Agent
(set forth below) containing the following information: (i) a physical or electronic
signature of the copyright owner or a person authorized to act on their behalf; (ii)
identification of the copyrighted work claimed to have been infringed; (iii)
identification of the material that is claimed to be infringing or to be the subject
of infringing activity and that is to be removed or access to which is to be disabled,
and information reasonably sufficient to permit DataFox to locate the material; (iv)
the Notice Giver’s contact information, including address, telephone number, and an
email address; (v) a statement that the Notice Giver has a good faith belief that
use of the material in the manner complained of is not authorized by the copyright
owner, its agent, or the law; and (vi) a statement that the information in the
notification is accurate, and, under penalty of perjury, that Notice Giver is
authorized to act on behalf of the copyright owner.
DataFox Copyright Agent: Bastiaan Janmaat, 324 5th Street, San Francisco CA 94107, Email:
- “Confidential Information” means information disclosed by a party
(“Discloser”) to the other party (“Recipient”)
that is marked “Confidential,” or that is confirmed in writing to be confidential
within 10 days of oral disclosure, or that should reasonably be understood to be
confidential. DataFox’s Confidential Information includes the Service, DataFox
Content and any business, product and service information not publicly known.
Client Confidential Information includes Client Content and all personally
identifiable information about any Client, any Authorized User or any employee
of or person associated with Client, but excludes Client Contributions.
Confidential Information does not include any information that: (i) is or becomes
publicly known through no fault of the Recipient; (ii) was known to the Recipient
prior to disclosure by Discloser without violation of any confidentiality
obligation to Discloser; (iii) is received by Recipient from a third party
with no duty of confidentiality; or (iv) is independently developed by Recipient.
- Recipient will use the same degree of care to protect Discloser’s Confidential
Information that it uses to protect its own confidential information, but no less
than reasonable care. Unless authorized by Discloser, Recipient shall only use
Confidential Information as needed to perform or exercise its rights under these
Terms of Service or , and shall not disclose any Confidential Information to any
third party except to Recipient’s personnel and subcontractors requiring the
Confidential Information to perform or exercise Recipient’s rights under this
agreement and who are bound by written confidentiality obligations with respect to
the Confidential Information. Recipient may disclose Confidential Information if
compelled by law to do so, but will promptly give Discloser notice of such compelled
disclosure as permitted by law.
- Client will not be charged for the trial period staring from the date of
the creation of Client’s account. Charges will begin to accrue on the day after
the trial period ends. Client payments shall be non-refundable, except as
provided in these Terms of Service or Client’s service agreement.
- Unless otherwise stated, DataFox’s fees do not include any taxes, levies,
duties or similar governmental assessments of any nature, including but not
limited to value-added, sales, use or withholding taxes, assessable by any local,
state, provincial, federal or foreign jurisdiction (collectively, “Taxes”).
Client is responsible for paying all Taxes associated with Service purchases. If
DataFox has the obligation to pay or collect Taxes for which Client is responsible,
the appropriate amount shall be invoiced to and paid by Client, unless Client
provides DataFox with a valid tax exemption certificate authorized by the appropriate
- REPRESENTATIONS AND WARRANTY DISCLAIMERS
- Each party represents that it has the legal authority to enter into this
agreement and to abide by these Terms of Service.
- EXCEPT AS PROVIDED IN THESE TERMS OF SERVICE, CLIENT’S USE OF THE SERVICE IS AT
CLIENT’S SOLE RISK AND THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE”
BASIS. Except as provided in these Terms of Service, DataFox does not represent
or warrant that: (i) the Service will meet Client’s specific requirements; (ii)
the Service will be uninterrupted, timely, secure, or error-free; (iii) the results
that may be obtained from the use of the Service will be accurate, timely or reliable;
(iv) the quality of any products, services, information, or other material purchased
or obtained by Client through the Service will meet Client expectations; or (v) any
errors in the Service will be corrected. In particular, DataFox makes no representations
or warranties of any kind with respect to any Third Party Content, Third Party Apps or
Third Party Sites.
- EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND,
WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS
ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW.
- LIMITATION OF LIABILITY
- NOTWITHSTANDING ANY PROVISION TO THE CONTRARY CONTAINED IN THESE TERMS OF SERVICE,
AND EXCEPT FOR DATAFOX’S CONFIDENTIALITY OBLIGATIONS HEREUNDER, DATAFOX’S TOTAL
CUMULATIVE LIABILITY TO CLIENT FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF
LIABILITY WILL BE LIMITED TO AND WILL NOT EXCEED AN AMOUNT EQUAL TO THE FEES PAID TO
DATAFOX BY CLIENT UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRIOR TO THE EVENT
GIVING RISE TO THE CLAIM.
- EACH PARTY EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER PARTY WILL BE LIABLE
FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES,
INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR
OTHER INTANGIBLE LOSSES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- The parties expressly acknowledge and agree that DataFox has set its fees and entered
into the agreement to provide the Service in reliance upon the limitations of liability
specified herein, which allocate the risk between Client and DataFox and form a basis of
the bargain between the parties.
- TERM AND TERMINATION
- Unless Client provides DataFox with written notice of termination at least sixty (60)
days prior to the expiration date, the Service Plan term will renew automatically and
Client will be charged accordingly. DataFox reserves the right to modify Service Plan
charges and fees by giving Client written notice at least sixty (60) days prior to the
Service Plan expiration date, in which case the Service Plan term will renew automatically
and Client will be charged accordingly unless Client provides DataFox with written notice
by the later of (i) thirty (30) days from receipt of the DataFox notice or (ii) sixty (60)
days prior to the Service Plan expiration date.
- Either Party has the right to immediately terminate the use of the Service, and the
license rights provided hereunder, if the other Party breaches any provision of these
Terms of Service and the breaching Party fails to cure the breach within thirty (30) days
after receiving written notice of the breach.
- DataFox, in its sole discretion, has the right to suspend or terminate Client’s account
and refuse any and all current or future use of the Service, if it reasonably determines
that Client’s actions are causing substantive harm to the Service or may cause material
legal liability to DataFox, its licensors or other customers. In the event of such
termination, Client will be entitled to a refund of fees paid, pro-rated for the remainder
of any Service Plan term.
- Upon any expiration of Client’s Service Plan or termination or cancellation of Client’s
account, Client will promptly (i) cease using the Service; and (ii) cease using and will
expunge any DataFox Content and Third Party Content on Client’s platform obtained from the
Service as may be required by DataFox.
- The rights and obligations of the parties contained in Sections 2(h), 3(e), 4, 5, 7, 8, 9(d)
and 10 will survive the termination or cancellation of Client’s account and access to the
Service under these Terms of Service.
- Client may not assign its rights and obligations under these Terms of Service,
in whole or in part, by operation of law or otherwise, without DataFox’s express
prior written consent (which consent shall not be unreasonably withheld); provided,
however, Client may, by giving DataFox prior written notice, assign this agreement
to a Client Affiliate (as defined below) or to a successor entity in connection with
any reincorporation, merger, acquisition or other business combination; provided,
further that, if (i) DataFox is contractually prohibited by a DataFox vendor from
providing the Service to such successor entity or (ii) the successor entity is an
actual or potential competitor of DataFox, then DataFox may terminate this Agreement
within thirty (30) days following notice of such intended assignment by giving Client
thirty (30) days advance written notice of such termination and will refund all
prepaid Service fees for the period affected by the termination. Any attempt to
assign this Agreement, without such consent, will be null and of no effect. Subject
to the foregoing, this Agreement will bind and inure to the benefit of each party's
successors and permitted assigns. DataFox may assign this Agreement without Customer’s
consent to a successor entity in connection with any reincorporation, merger,
acquisition or other business combination, provided that (i) any assignee fulfills
the DataFox obligations set forth in these Terms of Service and (ii) the purchaser
is not a direct competitor of Client. For purposes of this Agreement,
“Client Affiliate” shall mean any other entity that, directly or
indirectly, controls, or is controlled by, or is under common control with Client.
- These Terms of Service will be governed by and construed in accordance with the
laws of the State of California excluding conflict of laws principles. The parties
expressly agree that the United Nations Convention on Contracts for the International
Sale of Goods will not apply. Any legal action or proceeding arising under this
Agreement will be brought exclusively in the federal or state courts located in the
Northern District of California and the parties hereby irrevocably consent to personal
jurisdiction and venue therein.
- Except as expressly set forth in these Terms of Service, the exercise by either
party of any of its remedies hereunder will be without prejudice to its other
remedies under these Terms of Service or otherwise. The failure by either party to
enforce any provision of these Terms of Service will not constitute a waiver of
future enforcement of that or any other provision.
- If for any reason a court of competent jurisdiction finds any provision of these
Terms of Service invalid or unenforceable, that provision will be enforced to the
maximum extent permissible and the other provisions will remain in full force and effect.
- All notices required or permitted under these Terms of Service will be in writing and
delivered by courier or overnight delivery services, by electronic mail, or by
certified mail, and in each instance will be deemed given upon receipt. All
communications will be sent to the addresses on file related to Client’s account
or to such other address as may be specified by either party to the other. Either
party may change its address for notices under this agreement by giving written
notice to the other party.
- Neither party will be responsible for any failure or delay in its performance
under these Terms of Service (except for any payment obligations) due to causes
beyond its reasonable control, including, but not limited to, labor disputes,
strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials
or supplies, war, terrorism, riot, acts of God or governmental action.
- The parties under these Terms of Service are independent contractors and these
Terms of Service do not establish any relationship of partnership, joint venture,
employment, franchise, or agency between the parties. Neither party will have the
power to bind the other or incur obligations on the other’s behalf without the other’s
prior written consent.
- Client agrees to comply fully with all applicable export laws and regulations of
the United States (“Export Laws”) to ensure that neither the Service,
nor any direct product thereof are: (i) exported or re-exported by Client directly or
indirectly in violation of Export Laws; or (ii) used by Client for any purposes
prohibited by the Export Laws, including but not limited to nuclear, chemical,
or biological weapons proliferation.
- These Terms of Service, together with any referenced Service Plan and any other
DataFox terms, conditions and policies, constitute the complete and exclusive
understanding and agreement between the parties regarding its subject matter
and supersedes all prior or contemporaneous agreements or understandings,
written or oral, relating to its subject matter. Any waiver, modification or
amendment of any provision of these Terms of Service will be effective only if
in writing and signed by duly authorized representatives of both parties.