Infogroup Inc. Infoconnect API Terms of Use

The following API terms of use (the “Agreement”) set forth the standard terms pursuant to which Infogroup Inc. (the “Company”) makes available to you its Infoconnect application programming interface (the “API”).

BY CONNECTING TO THE INFOGROUP API YOU (AND THE ORGANIZATION THAT YOU REPRESENT, IF ANY) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND TO THE TERMS OF THIS AGREEMENT AND WILL COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS. IF YOU DO NOT AGREE TO COMPLY WITH THIS AGREEMENT, YOU HAVE NO RIGHT TO USE THE API.

1. SERVICE.

 

1.1. License.

 

 

1.2. General Requirements and Restrictions. The above license is subject to the following general restrictions:

1.3 Data-Related Restrictions. The above license is subject to the following restrictions regarding the Data:

1.4. Technical Restrictions.

 

1.5. End User Terms. The following terms (the “End User Terms”) must be clearly and unambiguously communicated to, and agreed to by, End Users prior to their accessing or using the Service:

1.6. Privacy. Your access to and use of the Service is subject to the practices set forth in the Company’s Privacy Policy available at www.infogroup.com. You are responsible for communicating these requirements as well as your own requirements to End Users.

 

1.7. API Key. You will be assigned a unique key that is associated with your Infogroup API Account (the “API Key”). The API Key enables your application to access and use the Service on a nonexclusive basis. All calls to the API made by your application must include your API Key. You must keep your API Key confidential and you may not share it with any third party. You will use only a single account to request an API Key from the Company. You are solely and entirely responsible for all uses of the Service occurring under your API Key. The Company will only issue one (1) API Key per application.

 

1.8. Violations. If you become aware of a breach of any part of this Agreement by you or any End User, you shall take prompt commercially reasonable actions to remedy such violation. Further, you shall notify the Company of such violation at Infogroup Inc., Attn: Legal Department, 1020 East 1st Street, Papillion, NE 68046.

 

1.9. Fee for Use. At this time, the Service is offered and provided without charge for the free trial phase; however, the Company reserves the right to implement a fee and payment terms for use at any time in its sole discretion. Following the free trial phase, you shall be charged a tiered rate as shown in the chart below. The Company reserves the right to change the pricing at any time in its sole discretion and will notify you of any changes to the fees charged as described in Section 4.1 below.

 

“Basic Response” includes a record's name, address and telephone number. "Basic Response" may also include counts, tallies, or null responses. “Enhanced Response” is the Basic Response information, plus any additional Data included in the database as described in the API documentation on http://developer.infoconnect.com.

 

1.10. The DataThe Data accessible via the API may be changed, updated, or deleted without notice for any reason in the Company’s sole discretion. You acknowledge and agree that the Company may include “dummy information” in the Data that does not relate to any actual person or entity, for the purposes of allowing the Company to monitor compliance with this Agreement. The Data may also include advertising for the Company or third parties.

 

1.11. Future Versions. The Company reserves the right to release subsequent versions of the Service and to require you to obtain and use the most recent version.

 

1.12. Availability/SupportThe Company may, in its sole discretion, use commercially reasonable efforts to provide the Service to you twenty-four (24) hours a day, seven (7) days a week subject to normal maintenance downtimes, but it shall not be responsible for any disruption of the Service, regardless of length. Furthermore, the Company shall not be liable for losses or damages you may incur due to any errors or omissions in the Data, or due to your inability to access the Data due to disruption of the Service. Your sole remedy for breach of this section shall be to terminate the Agreement.

 

1.13. Featured ApplicationThe Company may feature applications on http://developer.infoconnect.com and/or http://www.infogroup.com. At its sole discretion, the Company may select your application for featuring, in which case the posted content may include: (i) your name or the name of the entity you represent; (ii) your trade names, logos, trademarks, or service marks, or the trade names, logos, trademarks, or service marks of the entity that you represent; (iii) a screen shot of your application; (iv) a short text description; and (v) a link to your application’s web site. If your application is selected, you grant the Company a non-exclusive, worldwide, royalty-free limited license to use, copy, reproduce, publish, and distribute the content described above (including any trade names, logos, trademarks, or service marks) for purposes of featuring your application.

 

2. BRANDING.

 

2.1.   Trademarks.

 

3. TERM AND TERMINATION.

 

3.1. Term. The term of this Agreement (the “Term”) shall commence on the date upon which your API Key is issued and shall continue in full force and effect until terminated herein.

 

3.2. Suspension/Termination. The Company may suspend, or terminate all or any aspect of the Service, including use of Company Trademarks, at any time. The Company may suspend or terminate your access to and use of the Service at any time for any reason. You may terminate this Agreement, at any time for any reason, by ceasing to use the Service and the Trademarks, removing the implementation of the API from your application, and deleting all copies of the Trademarks. In the event of termination of the Service, your access and use of the Service, or this Agreement, all licenses shall immediately terminate, you shall remove the API from your application, and End Users may no longer make use of the Data. Section 5 and 6 shall survive the termination of this agreement.

 

3.3. Agreement ModificationsYou hereby agree that the Company may change, revise, or modify this Agreement at any time in its sole discretion, and that you will review this Agreement on a regular basis. The Company will provide advance notice of changes by posting information on this web page and changing the “lasted updated” date below. Your continued use of the Service after notice of changes has been given shall constitute your acceptance of the revised terms. If you do not agree to the changes, you may terminate this Agreement by discontinuing use of the Service.

 

4. NOTICES.

 

4.1. To You. In connection with your connection and use of the API, you must submit a working e-mail address. You hereby agree that we may deliver notices to you via that e-mail address. Notices delivered via e-mail shall be deemed given and received on the transmission date of the e-mail. We may also provide certain notices to you by posting information on http://developer.infoconnect.com.

 

4.2. To the Company. In the event that you need to communicate with the Company, notices should be sent to Infogroup Inc., Attn: Legal Department, 1020 East 1st Street, Papillion, NE 68046.

 

5. REPRESENTATIONS/DISCLAIMER.

 

5.1. Representations. You represent and warrant to the Company that::

 

5.2. Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE AND ANY DATA MADE AVAILABLE BY IT, INLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF YOU IS ADVISED OF THE PURPOSE), WARRANTIES AGAINST INTELLECTUAL PROPERTY AND OTHER INFRINGEMENT AND THE IMPLIED WARRANTIES ARISING FROM A PARTICULAR COURSE OF DEALING OR USAGE OR TRADE. THE COMPANY SPECIFICALLY DISCLAIMS ANY CLAIM IN TORT (INCLUDING NEGLIGENCE), IN EACH CASE, WITH RESPECT TO THE SERVICE OR ANY MATERIALS PROVIDED BY THE COMPANY AND ANY OTHER INFORMATION TECHNOLOGY, CONTENT, PRODUCTS OR SERVICES PROVIDED BY THE COMPANY UNDER THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

 

6. MISCELLANEOUS.

 

6.1. Confidentiality. You shall not reveal to third parties any material non-public information learned by you in the course of utilizing the Service, including, but not limited to, the terms of this Agreement other than as specified herein.

 

6.2. Limitation on LiabilityTHE COMPANY WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE IN ANY MANNER, INCLUDING LIABILITIES RESULTING FROM (A) THE USE OR THE INABILITY TO USE THE SERVICE OR MALFUNCTIONS IN THE SERVICE, INACCURACY OR INCOMPLETENESS OF THE UNDERLYING DATA; (B) THE COST OF PROCURING SUBSTITUTE SERVICES; (C) ANY SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; OR (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA THROUGH THE SERVICE, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

 

6.3. IndemnificationYou shall indemnify, defend and hold harmless the Company and any of their officers, affiliates, directors, shareholders, employees and agents, from and against any and all loss, costs damage assessments, injuries, expenses (including but not limited to reasonable attorneys’ fees and costs), claims and liabilities arising out of or incurred due to your: (i) breach of this Agreement, (ii) use or misuse of the Service, (iii) negligence, misconduct, misrepresentation to End Users, and (iv) failure to abide by the restrictions set forth herein. You shall not, without the prior written consent of the Company, settle, compromise, or consent to the entry of any judgment that could impose any liability or obligation upon the Company. If the Company is threatened with suit or sued by a third party, the Company may seek written assurances from you concerning your promise to indemnify the Company; and failure to provide such assurances may be considered by the Company to be a material breach of this Agreement. The Company will have the right to participate in any defense by you of any indemnified claim, with counsel of the Company’s choice at your expense.

 

6.4. WaiverThe Company shall not be deemed, by any act or omission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Company, and then only to the extent specifically set forth in such writing. A waiver with reference to a particular event shall not be construed as a continuing waiver of any right or remedy as to a subsequent event.

 

6.5. Severability. If the application of any provision or provisions of this Agreement to any particular facts or circumstances shall be held to be invalid or unenforceable by any court of competent jurisdiction, then: (i) the validity and enforceability of such provision or provisions as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement shall not in any way be affected or impaired thereby, and (ii) such provision or provisions shall be reformed without further action by the parties hereto and only to the extent necessary to make such provision or provisions valid and enforceable when applied to such particular facts and circumstances.

 

6.6. Governing Law/VenueThis Agreement will be governed by and interpreted in accordance with the applicable U.S. federal law and the laws of the State of Nebraska without regard to choice of law provisions. Each party hereto: (i) consents to and waives any objections to personal jurisdiction, service of process, and venue in the state and federal courts located in Douglas County, Nebraska, and (ii) agrees that any action or proceeding arising out of or related to this Agreement will be filed and prosecuted only the aforementioned courts. The most prevailing party in any legal action relate to this Agreement shall be entitled to its reasonable attorneys’ fees. You agree that regardless of any statute or law to the contrary, any claim or cause of action brought by you against the Company and arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

 

6.7. Independent Contractors. The Company and you are independent contractors under this Agreement, and nothing herein will be construed to create a partnership, joint venture, franchise or agency relationship between the Company and you. Neither party has any authority to enter into an agreement of any kind on behalf of the other party.

 

6.8. No Third Party BeneficiariesNo other person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

 

6.9. Force Majeure. The Company will not be deemed to be in default of or to have breached any provision of this Agreement as a result of any delay, failure in performance or interruption of the Service, resulting directly or indirectly from acts of nature, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, interruptions in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophes or any other occurrences which are beyond each party’s reasonable control.

 

6.10. Assignment. You may not assign, delegate, or transfer its rights and obligations under this Agreement to any third party (including but not limited to a successor-in-interest, or pursuant to a sale, merger, or other corporate transaction) without the express prior written consent of the Company. You acknowledge that the Company may assign this Agreement without your consent. All the terms, provisions, and conditions of this Agreement shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors and assigns.

 

6.11. Reservation of Rights. Any rights not expressly granted in this Agreement are reserved by the Company.

 

6.12. Entire AgreementThis Agreement contains the entire understanding between the parties with respect to the subject matter hereof, and supersedes all prior agreements and understanding, express or implied or written, among the parties.