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General Terms and Conditions for use of Infogroup Materials
Where You have an existing and current Database Licensing Agreement with Infogroup, Inc. ("Agreement") the terms of such Agreement will apply to the use of Data Axle and the licensing of Infogroup Data.
Licensor grants the following limited license to the Licensee for the use of Infogroup Data for a 1-year period beginning when Licensee first accesses the Infogroup Data ("Term").
During the Term, Licensor grants Licensee a personal, revocable, limited, non-exclusive, non-transferable license, subject to the Terms and Conditions and the following:
Data Use Restrictions
Any use of the Infogroup Data and Data Axle not expressly authorized in the Terms and Conditions is strictly prohibited. Without limiting the foregoing, Licensee is expressly prohibited from:
Data Axle Use
Use of Data Axle must conform to the following use requirements. Any suspected failure to conform may result in immediate suspension of Licensee's access to Data Axle.
Fees and Payment
Licensee agrees to the payment schedules as provided on Data Axle Payment Schedule incorporated here by reference. Such schedules may change from time to time without notice and will be effective immediately upon posting.
The Terms and Conditions shall terminate upon the expiration of the Term unless otherwise terminated in accordance with the Terms and Conditions. Licensor may terminate the Terms and Conditions immediately if Licensee breaches any of the Terms and Conditions. Licensee's access to Data Axle and the Licensed Data may be terminated at the convenience of the Licensor.
Effect of Termination
Upon termination or expiration of the Terms and Conditions for any reason, Licensee must: (a) ensure that all copies of the Infogroup Data and any related data and information is deleted from Licensee's computers and the computers of any Representative or independent contractor who processed the Infogroup Data; (b) cease any and all use of the Infogroup Data; (c) return all copies, whether in print, tape or other media, of all or any part of the Infogroup Data to Licensor no later than five (5) days after termination or expiration of the Terms and Conditions; (d) certify in writing (using the form attached hereto as Exhibit D and incorporated herein) within ten (10) days after termination of this Agreement that Licensee and its service providers have deleted or returned to Licensor all copies of Infogroup Data; and (e) pay to Licensor any amounts due to Licensor as of the effective date of termination. Licensee's access to Data Axle will be immediately terminated upon the expiration or termination of the Terms and Conditions.
LICENSED DATA AUDIT
Licensee acknowledges and agrees that Licensor may, during the Term and for a period of two (2) years following the termination of the Terms and Conditions, audit Licensee for the sole purpose of examining and verifying that Licensee has complied with the Terms and Conditions regarding the permitted use of Infogroup Data, Data Axle and Licensee's obligations upon termination of the Agreement. Designated representatives of Licensee and Licensor, or Licensor's authorized agent, will work together in a timely manner to inspect Licensee's books and records and any systems that load, store, process, and/or read Infogroup Data or Data Axle as reasonably necessary for Licensor to verify that Licensee has complied with the Terms and Conditions. Licensor will be solely responsible for its costs and expenses of such audit; provided, however, Licensee will pay the reasonable costs and expenses of such audit and any applicable charges if the audit reveals that Licensee has not complied with this Agreement.
Licensor is and will remain the sole and exclusive owner of all right, title, and interest in and to the Infogroup Data and Data Axle Platform and all Intellectual Property Rights therein, and to any modifications, updates, improvements, upgrades, derivative works, and Feedback related thereto. If Licensee provides suggestions, comments, ideas or recommendations, requests for enhancements, additional features or functionality, or other feedback to Licensor, (collectively "Feedback") Licensor shall own all right, title, and interest in and to the Feedback and all Intellectual Property Rights therein. Licensee hereby assigns all right, title and interest in and to the Feedback, and all Intellectual Property Rights therein, to Licensor. Except for the assignment in the preceding sentence and the limited license rights expressly granted in the Terms and Conditions, nothing in the Terms and Conditions shall be deemed to grant to one Party license rights, ownership rights or any other Intellectual Property Rights in any materials owned by the other Party or any affiliate of the other Party.