Terms and 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
AYG DATA TECH PRIVATE LIMITED or its affiliated companies (“AYG DATATECH”), which data or services are referred to collectively as the “Data.”
1. Ownership (a) The term “AYG DATA TECH Property” means all programs, files, systems, documentation, information, content, graphics, page layouts, site designs ,user interfaces utilized or provided by AYG DATA TECH, work product produced byAYG DATA TECH, and derivative works of any of the foregoing, including, without limitation, the website or websites made available to you by AYG DATA TECH, anyHTML programming performed as part of providing you with Data and any other special programs, functionalities, interfaces, and other work product, ideas, conceptsor techniques which AYG DATA TECH may develop, use or rely upon in providing the Data to you.
(b) All AYG DATA TECH Property shall be and will remain the property of AYG DATA TECH.
(c) As between you and AYG DATA TECH, AYG DATA TECH shall be the sole and exclusive owner of all patents, copyrights, trademarks, trade secrets, and other intellectualproperty rights in and to the AYG DATA TECH Property and the Data.2. 3. Limited License Upon your execution of the Agreement and the payment of all amounts due AYG DATA TECH, you are granted a personal, nontransferable, andnonexclusive license to use the Data solely for your direct marketing, market research ,and customer prospecting purposes, in strict accordance with the terms of theAgreement. If no usage period is selected, the license’s term shall be for a period ofone year. AYG DATA TECH shall retain all right, title, and interest in and to theProduction/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 AYG DATA TECH, either (a) return the Data to AYG DATA TECH without retaining any copies thereof or any notes or other information thereon or (b) provide acertificate , executed by you, in form and substance satisfactory to AYG DATA TECH, that the Data has been destroyed in such a manner to render the Data permanently unreadable and unrecoverable. Limitations on Use (a) Unless specifically authorized in advance and in writing by AYG DATA TECH, 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. (b) You will not name or refer to AYG DATA TECH or your use of the Data in any of your advertisements or promotional or marketing materials. (c) 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. 5. Your Responsibilities Use of Email Data Review and Audit by AYG DATA TECH Disclaimer of Warranties Limited Warranty The data is provided on a strictly “as is” basis. AYG DATA TECH does not assure or warrant the correctness, comprehensiveness, or completeness of the data and, except as provided in the next sentence, AYG DATA TECH disclaims any and all warranties of any nature, express or implied, including any warranties of merchantability or fitness for a particular purpose. You have 14 days from your receipt of the data to inspect it and notify AYG DATA TECH of any problems or mistakes in the data and if you so notify AYG DATA TECH within that 14-day period, the problem or mistake will be corrected at no additional charge to you.
6. Limitation of Liability Except as provided in the last sentence of Section 5, AYG DATA TECH 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 AYG DATA TECH to comply with the terms of the Agreement, whether or not any such damages were foreseeable or whether AYG DATA TECH was advised of the possibility of such damages. AYG DATA TECH’s maximum liability under the last sentence of Section 5 will not exceed the amount you paid AYG DATA TECH under the Agreement within the 12 months preceding the event which gave rise to AYG DATA TECH’s liability.
7. Your Indemnification of AYG DATA TECH You shall indemnify, defend and hold harmless AYG DATA TECH, 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 AYG DATA TECH 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 AYG DATA TECH having any liability to you or others and shall not suspend or eliminate your payment obligations to AYG DATA TECH or provide you with any refund rights for amounts previously paid to AYG DATA TECH.
9. No Assignment by You may not assign your rights or obligations under the Agreement to any other person or entity without the prior written consent of AYG DATA TECH, 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 AYG DATA TECH for any apparent, threatened, or actual breach or violation of the Agreement by you, AYG DATA TECH has the right to terminate the Agreement and demand immediate return or destruction of the Data at any time if AYG DATA TECH believes you are not complying in full of the Agreement.
11. Governing Law: Jurisdiction The Agreement shall be governed by and construed under the laws of the State of Nebraska, 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 Douglas County, Nebraska 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 for Non-Invoiced Products (a) Payment: You agree to pay AYG DATA TECH 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.
(b) Recurring Billing: Your acceptance of these terms constitutes your authorization to AYG DATA TECH 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 AYG DATA TECH 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.
(c) 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.
13. Entire Agreement: Amendment or Waiver the Agreement contains the entire understanding between you and AYG DATA TECH 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 AYG DATA TECH. 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. File Management Library Certain services, including AYG DATA TECH.com, may include a file management library allowing you to store and access certain marketing creative (e.g. your logos, email creative, images) and other documents (collectively, “Marketing Content”) for your internal use. Any such Marketing Content and art will remain your property; however, you give AYG DATA TECH permission to host, store, and to allow access to your users. You are solely responsible for ensuring that you have all necessary rights and license to the Marketing Content and to use that Marketing Content in connection with the services. AYG DATA TECH is not responsible for actions you take with respect to your Marketing Content. You agree to not upload Marketing Content that, or otherwise use the services, to:
(i) violate the intellectual property rights of any third party;
(ii) engage in or promoteillegal activity; or
(iii) distribute viruses, worms, or other malware or malicious software. We reserve the right to delete or disable content alleged to violate the foregoing; however, AYG DATA TECH has no obligation to monitor or review your Marketing Content. You acknowledge that any file management library is made available for your convenience and is not intended to be used as a data backup service or in connection with disaster recovery. You are responsible for maintaining independent copies of all Marketing Content