TOS

Last Updated: [11/11/2024]

These Terms of Service (“Terms”) constitute a legally binding agreement between you, the subscriber (“Subscriber,” “you,” or “your”), and iNxUS Data Solutions, a United States-based Limited Liability Company (“Company,” “we,” “us,” or “our”). By accessing, subscribing to, or using our Services (as defined herein), you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree with any part of these Terms, you must not access or use our Services.

1. DEFINITIONS

1.1 “Agreement” refers collectively to these Terms and any other terms, conditions, policies, or agreements incorporated herein by reference.

1.2 “Content” means any data, information, text, graphics, logos, icons, images, compilations, and other materials provided through the Services.

1.3 “Data” refers to the business-to-business (“B2B”) information and public data provided by the Company to the Subscriber pursuant to these Terms.

1.4 “Services” means the provision of B2B information, data analytics, consulting, and any other services offered by the Company, including access to and use of the Company’s website, databases, reports, and any related services.

1.5 “Subscriber” means any natural or legal person who has subscribed to the Services by agreeing to these Terms.

1.6 “Third Party” refers to any individual or entity other than the Company or the Subscriber.

2. ACCEPTANCE OF TERMS

2.1 Acceptance Criteria

By accessing or using our Services, you affirm that you are at least 18 years of age and possess the legal authority to enter into this Agreement. Your use of the Services signifies your unconditional acceptance of these Terms.

2.2 Modification of Terms

The Company reserves the right, at its sole discretion, to modify, amend, or replace any part of these Terms at any time without prior notice. Any changes will be effective immediately upon posting the revised Terms on our website. Your continued use of the Services after the posting of any changes constitutes your acceptance of those changes.

3. SCOPE OF SERVICES

3.1 Provision of Data

The Company agrees to provide the Subscriber with access to B2B information and public data as per the specifications mutually agreed upon in writing or as provided through our Services.

3.2 Ownership and Transfer of Data

Upon delivery of the Data to the Subscriber, all rights, title, and interest in and to the Data shall transfer to the Subscriber. The Company relinquishes any and all ownership claims to the Data post-delivery.

3.3 No Warranties on Data

The Data provided is sourced from public information and is offered “as is” without any warranties, express or implied, including but not limited to accuracy, completeness, reliability, or fitness for a particular purpose.

4. USE OF SERVICES

4.1 Permitted Use

The Subscriber may use the Data for any lawful purposes, including but not limited to analysis, marketing, research, and business development.

4.2 Prohibited Use

The Subscriber shall not use the Services or Data:

  • In violation of any applicable federal, state, local, or international law or regulation.
  • To engage in any activities that may harm or damage the reputation of the Company.
  • In any manner that could disable, overburden, damage, or impair the Services or interfere with any other party’s use of the Services.

4.3 Compliance with Laws

The Subscriber is solely responsible for ensuring that their use of the Data complies with all applicable laws, regulations, and guidelines, including but not limited to those related to privacy, data protection, and communication.

5. DISCLAIMER OF LIABILITY

5.1 No Responsibility for Subscriber Actions

The Company shall not be held liable for any actions taken by the Subscriber or any Third Party using the Data provided. The Subscriber assumes full responsibility for any consequences arising from their use of the Data.

5.2 Indemnification

The Subscriber agrees to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising from or related to:

  • The Subscriber’s use or misuse of the Services or Data.
  • Any breach of these Terms by the Subscriber.
  • Any violation of applicable laws or regulations by the Subscriber.

5.3 Limitation of Liability

To the maximum extent permitted by law, in no event shall the Company be liable for any direct, indirect, incidental, consequential, special, or exemplary damages arising out of or in connection with the Services or Data, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses, even if the Company has been advised of the possibility of such damages.

5.4 Acknowledgment of Risk

The Subscriber acknowledges and agrees that the use of the Data is at their own risk, and the Company shall not be responsible for any damages resulting from inaccuracies or omissions in the Data.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Company’s Intellectual Property

Except for the Data provided to the Subscriber, all Content, trademarks, service marks, logos, and other intellectual property rights associated with the Services are the property of the Company or its licensors and are protected by applicable intellectual property laws.

6.2 No License Granted

Except as expressly provided in these Terms, nothing herein shall be construed as conferring any license or rights under any intellectual property or other proprietary rights of the Company to the Subscriber.

6.3 Feedback

Any feedback, suggestions, or ideas provided by the Subscriber regarding the Services (“Feedback”) shall be the exclusive property of the Company. The Subscriber hereby assigns all rights, title, and interest in and to the Feedback to the Company and agrees to assist the Company in effectuating the same.

7. CONFIDENTIALITY

7.1 Definition of Confidential Information

“Confidential Information” means any non-public information disclosed by the Company to the Subscriber that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

7.2 Exclusions

Confidential Information does not include information that:

  • Is or becomes generally available to the public without breach of any obligation owed to the Company.
  • Was known to the Subscriber prior to its disclosure by the Company without breach of any obligation owed to the Company.
  • Is received from a Third Party without breach of any obligation owed to the Company.
  • Was independently developed by the Subscriber without use of or reference to the Confidential Information.

7.3 Obligations

The Subscriber shall:

  • Use the Confidential Information solely for the purpose of utilizing the Services.
  • Not disclose the Confidential Information to any Third Party without the prior written consent of the Company.
  • Protect the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care.

8. REPRESENTATIONS AND WARRANTIES

8.1 Subscriber’s Representations

The Subscriber represents and warrants that:

  • They have the legal authority to enter into this Agreement.
  • Their use of the Services and Data will comply with all applicable laws, regulations, and industry standards.
  • They will not use the Services or Data for any fraudulent or unlawful purposes.

8.2 Disclaimer of Warranties

To the fullest extent permitted by law, the Company disclaims all warranties, express or implied, including but not limited to:

  • Warranties of merchantability, fitness for a particular purpose, non-infringement, or arising from a course of dealing or usage of trade.
  • Any warranties regarding the accuracy, reliability, or completeness of the Data.

9. GOVERNING LAW AND DISPUTE RESOLUTION

9.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State in which the Company is registered and the federal laws of the United States, without regard to its conflict of law principles.

9.2 Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement, including the validity, invalidity, breach, or termination thereof, shall be settled by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules.

9.3 Venue

The seat of arbitration shall be in the State in which the Company is registered. The language of the arbitration shall be English.

9.4 Waiver of Jury Trial

Each party hereby waives its right to a trial by jury in any litigation arising out of or relating to this Agreement.

10. COMPLIANCE WITH LAWS

10.1 Public Information and FTC Regulations

All Data provided by the Company consists of public information. The Company asserts that such Data is not governed by the Federal Trade Commission (“FTC”) regulations or the Do Not Call Registry. The Subscriber is solely responsible for compliance with any applicable laws or regulations related to their use of the Data.

10.2 No Legal Advice

The Company does not provide legal advice. The Subscriber should consult their own legal counsel regarding the legality of using the Data in their specific jurisdiction and for their intended purposes.

11. TERMINATION

11.1 Termination by Subscriber

The Subscriber may terminate this Agreement at any time by ceasing to use the Services and providing written notice to the Company.

11.2 Termination by Company

The Company may terminate this Agreement immediately upon notice to the Subscriber if:

  • The Subscriber breaches any material provision of these Terms.
  • The Company ceases to offer the Services.

11.3 Effect of Termination

Upon termination of this Agreement:

  • All rights granted to the Subscriber under these Terms shall cease.
  • The Subscriber shall immediately cease all use of the Services.
  • Sections that by their nature should survive termination shall continue in full force and effect, including but not limited to Sections 5 (Disclaimer of Liability), 6 (Intellectual Property Rights), 7 (Confidentiality), 8 (Representations and Warranties), and 9 (Governing Law and Dispute Resolution).

12. MISCELLANEOUS PROVISIONS

12.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written.

12.2 Severability

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

12.3 Waiver

No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and the Company’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

12.4 Assignment

The Subscriber may not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign or transfer its rights and obligations under this Agreement without restriction.

12.5 Force Majeure

The Company shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

12.6 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when:

  • Delivered personally;
  • Sent by registered or certified mail, return receipt requested;
  • Sent by reputable overnight courier; or
  • Sent by email with confirmation of receipt.

Notices to the Company shall be sent to:

13. RELATIONSHIP OF THE PARTIES

Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties. The Subscriber is an independent contractor, and neither party has the authority to bind the other.

14. NO THIRD-PARTY BENEFICIARIES

This Agreement is intended for the sole and exclusive benefit of the parties hereto and is not intended to benefit any Third Party. Only the parties to this Agreement may enforce it.

15. ACKNOWLEDGMENT OF UNDERSTANDING

The Subscriber acknowledges that they have read this Agreement, understand it, and agree to be bound by its terms and conditions. The Subscriber further acknowledges that this Agreement is the complete and exclusive statement of the agreement between the parties, which supersedes any proposal or prior agreement, oral or written, and any other communication between the parties relating to the subject matter of this Agreement.

16. ELECTRONIC SIGNATURES

The parties agree that electronic signatures, whether digital or encrypted, are intended to authenticate this Agreement and to have the same force and effect as manual signatures.

17. EXPORT COMPLIANCE

The Subscriber agrees to comply with all applicable export and import laws and regulations, including but not limited to the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce and trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”). The Subscriber shall not export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from the Company, or any products utilizing such data, in violation of the United States export laws or regulations.

18. ANTI-CORRUPTION

The Subscriber agrees to comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (“FCPA”) and the U.K. Bribery Act, and confirms that they have not and will not offer, promise, or give any undue financial or other advantage to any person for the purpose of influencing any act or decision in order to obtain or retain business or secure any improper advantage.

19. LANGUAGE

This Agreement is executed in the English language. If this Agreement is translated into another language, the English language text shall prevail in the event of any inconsistencies.

20. HEADINGS

The headings in this Agreement are for convenience only and shall not affect its interpretation.

[End of Terms of Service]