Monitoring the World of Email Marketing

This Terms of Service Agreement ("Agreement") is between you, the customer ("Customer") and Email Data Source, Inc. ("EDS"), a Delaware Corporation with offices located at 65 Broadway, Suite 601, New York, NY 10006, doing business as eDataSource. It governs the use of the EDS Alerts ("EDS Alerts") service and web sites and the Information contained therein based on the terms set forth more fully below.

Definitions

  1. "Order Form" shall refer to the document(s) or electronic transmission which contain the order details.
  2. "EDS Alerts" shall mean the web sites and associated email notifications located at alerts.emaildatasource.com.
  3. "Information" shall mean any data or content available on or transmitted from EDS Alerts, including but not limited to documents, messages, alerts, text, addresses, telephone numbers, URLs, domain names, web addresses, email addresses, links, audio, video, photos, graphics, images, statistics, charts and graphs.
  4. "User(s)" shall mean any number of individuals who have access to EDS Alerts.
  5. "Application(s)" shall mean any computer, electronic device, program or software used to access EDS Alerts.

License

  1. In return for Customers compliance with all the terms of this Agreement and payment of the applicable fee, the Customer is hereby granted a non-exclusive, non-assignable, non-transferable right to access EDS Alerts and use the Information for legal business purposes.
  2. The Information is solely intended for the personal business use of Customer, and may not be reproduced, republished or redistributed without the express written consent of EDS.
  3. Except as otherwise expressly specified herein or in a written statement by EDS, the Customer may not access, modify, copy, distribute, publish, transmit, reproduce, download, save, store, archive, display, use, publish, license, create derivative works from, transfer, sell, redistribute or give away any Information in whole or in part, without the prior written permission of EDS.
  4. EDS reserves the right to restrict, suspend or terminate this Agreement and Customer’s access to EDS Alerts, in whole or in part, without notice, in the event of any breach or threatened breach by Customer.

Terms of Use

  1. Users will not use modified Applications, scripts or other tools to perform batch, bulk or automated exports or downloads.
  2. Users will not (i) attempt to reverse engineer, decompile, disassemble, hack, scan or intentionally overload EDS Alerts, or (ii) filter, unsubscribe or block email addresses or domain names used to collect the Information or (iii) perform any other action that could cause harm to or interfere with the normal operation of EDS Alerts.
  3. Users understand that EDS collects and records personally-identifiable information regarding their use of EDS Alerts and the Information for various purposes, including but not limited to, license compliance, product development and customer service.
  4. The Information is protected by copyright pursuant to U.S. and international copyright laws and owned or controlled by EDS or the party credited as the provider of the Information. The Customer agrees to abide by all additional copyright notices or restrictions contained in the Information.
  5. EDS Alerts contains Information that was created by third-parties and is not owned by EDS but is collected, cached and archived by EDS for use within EDS Alerts. The Customer acknowledges that EDS neither endorses nor is affiliated with such third parties and that EDS does not own nor has reviewed or approved such information and is not responsible for its accuracy. These third parties neither endorse nor are affiliated with EDS.
  6. EDS shall not be responsible for the accuracy of or any failure to remove, or delay in removing, harmful, inaccurate, unlawful or otherwise objectionable Information.
  7. EDS shall not be liable for losses or damages that the Customer may incur due to any errors or omissions in the Information or any accurate or inaccurate interpretations of the Information or actions that result of such use.
  8. EDS is the sole owner of the layout, functionality, applications, appearance, trademarks, methods, processes, intellectual property, patents and technology that comprise EDS Alerts and related systems and software.
  9. EDS may make improvements or changes to EDS Alerts at any time without notice.
  10. EDS will utilize reasonable commercial efforts to provide access to EDS Alerts on a 24x7 basis, but shall not be responsible for any disruption, regardless of length and shall not be responsible for any losses or damages the Customer may incur as a result of such disruption.
  11. Your approval as a registered user of EDS Alerts is at the sole discretion of EDS. As part of the EDS Alerts service Customer will set up an account to access the service. Under no circumstances shall Customer permit any other person or entity to access its account. Customer is solely responsible for maintaining the confidentiality of its account, login and password information and will notify EDS immediately of any actual or suspected unauthorized use of its account.
  12. Customer represents that Customer is at least the minimum legal age to enter into a contract in the jurisdiction in which you are accessing EDS Alerts. Customer represents that Customer is a human, and not a computer service or automated "bot".

Indemnification

The Customer agrees to defend and indemnify EDS, its affiliates, and their respective suppliers and any of their officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, arising out of your breach of this Agreement, your violation of any law or the rights of a third party, or your use of EDS Alerts or the Information.

Disclaimers and Limitations

THE CUSTOMER ASSUMES ALL RESPONSIBILITY AND RISK FOR CUSTOMER’S USE OF EDS ALERTS AND THE INFORMATION. BOTH EDS ALERTS AND THE INFORMATION ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND EDS EXPRESSLY DISCLAIMS ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. EDS EXPRESSLY DISCLAIMS ANY WARRANTY THAT EDS ALERTS OR THE INFORMATION SHALL BE UNINTERRUPTED OR ERROR FREE. EDS DOES NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, INTELLECTUAL PROPERTY OWNERSHIP OR USEFULNESS OF THE INFORMATION. IN NO EVENT SHALL EDS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH CUSTOMER’S USE, DELAY OR INABILITY TO USE EDS ALERTS OR THE INFORMATION. EDS’S LIABILITY FOR ANY DIRECT DAMAGES SHALL BE NO GREATER THEN THE TOTAL FEES PAID BY THE CUSTOMER TO EDS FOR THE PREVIOUS TWELVE (12) MONTHS. SOME STATES OR JURISDICTIONS DO NOT ALLOW FOR A LIMITATION ON INCIDENTAL DAMAGES AND THUS THE ABOVE LIMITATION MAY NOT APPLY TO EVERY CUSTOMER. IF THIS LIMITATION OF LIABILITY OR THE EXCLUSION OF WARRANTY SET FORTH ABOVE IS HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, EDS’S MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES SHALL BE LIMITED TO ONE HUNDRED (100) DOLLARS IN UNITED STATES CURRENCY.

Miscellaneous

  1. Notices in connection with this Agreement will be sent to the Customer using the most recent email address on file with EDS. Notices may be sent to EDS via email to customer-service@emaildatasource.com or via postal mail to the address written first above.
  2. The Customer agrees that this is not a joint venture, partnership, employment or agency relationship.
  3. This Agreement represents the entire agreement between the Customer and EDS and each party’s respective successors and assigns; and supersedes any and all prior understandings, statements or representations, whether electronic, oral or written, regarding EDS Alerts or the Information therein.
  4. A printed version of this Agreement and of any notice given shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
  5. This Agreement shall be governed by the applicable laws of the State of New York and the federal laws of the United States of America, without regard to its conflict of laws rules, and the Customer hereby gives consent to have any action or dispute between the Customer and EDS resolved exclusively within the jurisdiction of the state and federal courts located in the State of New York.
  6. EDS may assign this Agreement at its discretion. The Customer may not assign this Agreement without EDS’s prior written consent.
  7. The waiver of any obligation or a breach of any term hereof shall in no way be construed as a waiver of any other term or breach hereof and shall not be effective unless in writing and signed by both parties.
  8. The Customer understands and agrees that in addition to monetary damages, EDS shall be entitled to equitable relief where appropriate upon the Customer’s breach of any portion of this Agreement.
  9. If the performance of this Agreement, or any obligations hereunder, is prevented or interfered with by reason of fire, casualty, accident, strike or labor dispute, war or other violence, any law, proclamation, regulation, or requirement of any government agency, or any other act or condition beyond the reasonable control of either party hereto, that party, upon giving notice to the other party shall be excused from such performance during such occurrence.
  10. Customer agrees to pay by credit card the applicable charges set forth in the Order Form, and agrees to pay the applicable recurring charges for monthly subscriptions to EDS Alerts by credit card. Customer expressly authorizes EDS to charge the applicable recurring fees to Customer’s credit card. For purposes of identification and billing, Customer agrees to provide accurate and complete information, including Customer’s legal name, address, telephone number, email address, and applicable payment data, and to update this information with EDS promptly when changes occur. All fees are subject to change upon 30 days notice from EDS. Such notice may be provided by posting of a notice of change of fees on the EDS website. Customer’s use of EDS Alerts following the posting of any such notice will constitute Customer’s acceptance of such change in fees. Customer is responsible for any charges incurred before suspension or termination of this Agreement. All fees are nonrefundable and there are no refunds or credits for partially used periods.
  11. EDS may terminate this Agreement or suspend access to EDS Alerts if the Customer is in violation of any term of this Agreement or if any amount due is unpaid for more then fifteen (15) days.
  12. The prevailing party in any legal action brought by one party against the other that arises out of this Agreement shall be entitled, in addition to any other rights and remedies it may have, reimbursement for its legal expenses, including court costs and reasonable attorneys' fees.
  13. The titles and subtitles in this Agreement are used for convenience only.
  14. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.
  15. This Agreement may be updated from time to time with or without notice. The most recent version will be posted on-line and will be located at http://www.emaildatasource.com/alerts_terms. Any changes will be effective on the date that they are posted and any continued use of EDS Alerts or the Information will be construed as acceptance of those terms.

Updated October 12, 2010