BY SIGNING IN TO THE ONLINE SERVICE AND/OR UPLOADING / DOWNLOADING DATA TO/FROM THE ONLINE SERVICE, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF TARGET INTELLIGENCE LTD’S ONLINE SERVICE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE “SERVICE”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICE.
Online Service Agreement
1. Grant of Licence
Subject to all the terms and restrictions of this Agreement, Target Intelligence Ltd (“Target Intelligence”) grants you a non-sub-licensable, non-exclusive, non-transferable right under Target Intelligence’s intellectual property rights (the “Licence”) to use the Service, only for your own internal business purposes and in accordance with the applicable user documentation provided by Target Intelligence as a part of the Service. You have no right to receive, use or examine any source code or design documentation relating to the Service.
2. Ownership of the Service
As between the parties, Target Intelligence retains title to and ownership of and all proprietary rights with respect to the Service and all portions thereof (including all derivatives or improvements thereof), whether or not incorporated into or used with other software or hardware, except to the extent of the licence expressly granted herein. As between the parties, Target Intelligence owns any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. The Licence does not constitute a sale of the Service or any portion or copy of it. The Target Intelligence name, logo, and the product names associated with the Service are trademarks of Target Intelligence or third parties, and no right or licence is granted to use them.
The rights granted to you in this Agreement are subject to all of the following agreements and restrictions: (i) You shall not attempt to market or "sell on" any product or service that you purchase from the site as your own work; (ii) you shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Service, or in any way attempt to reconstruct or discover any source code or underlying ideas or algorithms of any part of the Service; (iii) you shall not access or use the Service in order to build a similar or competitive product or service; (iv) except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (v) you shall not create internet “links” to the Service or “frame” or “mirror” any Service content on any other server or wireless or internet-capable device; (vi) you shall not create or disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the Service without Target Intelligence’s prior written approval; and (vii) you agree not to attempt to gain unauthorised access to the Service and to make every reasonable effort to prevent unauthorised third parties from accessing the Service.
You further agree not to use or permit use of the Service, including by uploading, emailing, posting, publishing or otherwise transmitting any material, in any manner that may: (i) menace or harass any person or cause damage or injury to any person or property; (ii) involve the publication of any material that is obscene, defamatory, threatening, libellous, or otherwise unlawful or tortious; (iii) violate privacy rights or promote hatred or harm; (iv) introduce into the Service material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs; (v) constitute unsolicited bulk email, “junk mail,” “spam” or chain letters; (vi) interfere with or disrupt the integrity or performance of the Service or the data therein; (vii) constitute an infringement of intellectual property or other proprietary rights; or (viii) otherwise violate applicable laws, ordinances or regulations.
Without limiting its available remedies, Target Intelligence reserves the right to terminate the Service for a violation of your obligations under this section and/or remove or disable access to any material that violates the restrictions in this section. Target Intelligence will have no liability to you in the event that Target Intelligence takes such action. You agree to defend and indemnify Target Intelligence against any claim arising out of a violation of your obligations under this section.
4. Your Responsibilities
You are responsible for all activity occurring under your user accounts and shall abide by all applicable local, national and foreign laws, treaties and regulations in connection with your use of the Service, including, without limitation, those related to data privacy, international communications and the transmission of technical or personal data. You agree to notify Target Intelligence immediately of any unauthorised use of the Service of which you become aware or any other known or suspected breach of security.
5. Payment and Refunds
To begin using our data services, you agree to buy a minimum 1,000 credits. The credits are valid for 12 months and can be used in payment towards our online services. Purchasing this minimum number of credits allows access to our data services for the 12 month period from the date of purchase. There is no commitment to buy more than the minimum number of credits during the 12 months, however you will need to buy sufficient credits to pay for the data you wish to download. At the end of the 12 month period, we will offer you the option to renew. To renew, you will need to buy a minimum of 1,000 further credits at the price applicable at that time. Any unused credits will be rolled over into the new 12 month period. If you choose not to renew, we will not refund the cost of any unused credits. The cost of the credits includes the cost of a Royal Mail licence which allows you to use our services to download addresses. All purchases of credits will include VAT at the applicable rate, this will be clearly shown within the pricing information on the website.
You will provide Target Intelligence (or its authorised distributor, as applicable) with complete and accurate billing and contact information. If you provide credit card, or other payment service account information to Target Intelligence, you authorise Target Intelligence to bill such credit card or other account at the time that you purchase any credits. You authorise Target Intelligence to reduce the credit balance in your account as payment to access any products or services. Target Intelligence reserves the right to modify its fees and charges at any time, upon at least 30 days prior notice to you in accordance with Section 16 of this Agreement.
Without limiting any other rights Target Intelligence may have, Target Intelligence reserves the right to suspend or terminate this Agreement and your access to the Service if the 12-month period expires and is not renewed. If this occurs you will forfeit any remaining credits held within your account.
Given the nature of digital products, all payment obligations under this Agreement are non-cancellable and all fees and payments (including, but not limited to, purchase of credits) are non-refundable.
DOWNLOADING THE DATA: If you experience issues downloading data bought from us, please contact your internet service provider. If they are unable to resolve the problem, please contact our Customer Support Team. If it is clear the data has not been and cannot be provided to you, we will refund your account with the number of credits used to buy data you cannot receive.
PRODUCT QUESTIONS: we strive to provide the best data in the industry. Please contact our Customer Support Team if you have a question about the data you purchased. We want you to be delighted with our Service and we will work with you to resolve any applicable issues at our sole discretion. For example, if we determine there is an issue we are not able to resolve, we will refund your account with the number of credits used in regards to the issue in question. You can contact our Customer Support Team by emailing: firstname.lastname@example.org.
6. Trial Services
If Target Intelligence makes trial credits available, you may use the trial credits to evaluate the service. Target Intelligence, at its sole discretion, may cancel or withdraw the provision of trial credits at any time.
7. Term and Termination
This Agreement commences on the date this Agreement is accepted by registering a user account with the Service. Either party may terminate this Agreement by giving notice (in accordance with Section 16 of this Agreement) to the other for any reason at any time. Termination or suspension of a Service will not terminate or suspend any other Service whether on the same or different Target Intelligence site unless explicitly provided.
Target Intelligence, in its sole discretion, may terminate your account and/or access to or use of the Service if you breach or otherwise fail to comply with this Agreement, including, without limitation, any breach of your payment obligations or any unauthorised use of the Service.
Upon any termination or expiration of this Agreement, your right to access and use the Service will terminate. Sections 2, 3, 7, 11, 12, 13, 14, 16, and 17 will survive any termination or expiration of this Agreement.
8. Your Data
9. Third-Party Sites
If you enter into correspondence with, purchase goods or services from, or participate in promotions of companies other than Target Intelligence through the Service, any such activity and any terms, conditions, warranties or representations associated with such activity are governed solely by the terms between you and the applicable third party. Target Intelligence has no liability or obligation for, and does not endorse or accept any responsibility for, the contents or use of third-party websites or any transactions entered into with third parties. The inclusion of any link is as a convenience only and does not imply endorsement by Target Intelligence of the linked website, notwithstanding any inclusion on such site of Target Intelligence trademarks.
10. Representations and Warranties
Each party represents and warrants that it has the power and authority to enter into this Agreement. Target Intelligence represents and warrants that (i) it will provide the Service in a manner consistent with general industry standards reasonably applicable to the Service and (ii) the Service will perform substantially in accordance with the online Service documentation provided by Target Intelligence, under normal use and circumstances. You represent and warrant that you have not provided any false information to gain access to the Service and that your billing information is correct. You must notify Target Intelligence of any warranty deficiencies within 30 days from performance of the relevant Services in order to receive warranty remedies. For any breach of the express warranty for Services as set forth above, your exclusive remedy is the re-performance of the deficient Services, and if Target Intelligence is unable to re-perform the deficient Services as warranted, you will be entitled to recover the portion of the credits paid to Target Intelligence for such deficient Services, and such refund will be Target Intelligence’s entire liability.
11. Disclaimer of Warranties
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 10 ABOVE, TARGET INTELLIGENCE AND ITS LICENSORS HEREBY DISCLAIM ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES WITH REGARD TO THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED, THE SERVICE AND ALL CONTENT THEREIN IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. TARGET INTELLIGENCE AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT CONTAINED THEREIN. TARGET INTELLIGENCE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (I) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (II) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (III) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (V) ERRORS OR DEFECTS WILL BE CORRECTED, OR (VI) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
TARGET INTELLIGENCE’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. TARGET INTELLIGENCE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
Some jurisdictions do not allow the exclusion of implied warranties, so some exclusions set forth above may not apply to you.
12. Limitation of Liability
IN NO EVENT SHALL TARGET INTELLIGENCE OR TARGET INTELLIGENCE’S LICENSORS’ AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR FOR LOSS OF DATA, REVENUE OR PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), USE OR OTHER ECONOMIC ADVANTAGE ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some jurisdictions do not allow the limitation of liability for incidental, consequential, or certain other types of damages, so some exclusions set forth above may not apply to you.
If a third party brings a claim against either you or Target Intelligence (“Recipient” which may refer to you or Target Intelligence depending upon which party received the Material (as defined below)), alleging that any information, design, specification, instruction, software, data, or material (“Material”) furnished by either you or Target Intelligence (“Provider” which may refer to you or Target Intelligence depending on which party provided the Material), and used by the Recipient infringes its intellectual property rights, the Provider will indemnify the Recipient against the claim if the Recipient: (i) notifies the Provider promptly in writing, in any event not later than 15 days after the Recipient receives notice of the claim (or sooner if required by applicable law); (ii) gives the Provider sole control of the defence and any settlement negotiations (provided that any settlement involving other than monetary matters for which Provider acknowledges responsibility must be first approved by Recipient, which approval will not be unreasonably withheld); and (iii) gives the Provider the information, authority, and assistance the Provider needs to defend against or settle the claim.
The Provider will not indemnify the Recipient if the Recipient alters the Material or uses it outside the scope of use identified in the Provider’s user documentation or if the Recipient uses a version of the Material that has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Material which was provided to the Recipient. The Provider will not indemnify the Recipient to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by the Provider. Target Intelligence will not indemnify you to the extent that an infringement claim is based upon the combination of any Material with any products or services not provided by Target Intelligence. This section provides the parties’ exclusive remedy for any infringement claims or damages.
If the Provider believes or it is determined that any of the Material may have violated a third party’s intellectual property rights, the Provider may choose to either modify the Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a licence to allow for continued use, or if these alternatives are not commercially reasonable, the Provider may end the licence for, and require return of, the applicable Material and refund any fees the Recipient may have paid that are attributable to it. If you are the Provider and such return materially affects Target Intelligence’s ability to meet its obligations hereunder, then Target Intelligence may, at its option and upon 10 days’ prior written notice, terminate this Agreement.
14. Government Matters
You agree to comply with all applicable laws, restrictions, and regulations of any United Kingdom or foreign agency or authority. You will not export or re-export, or allow the export or re-export of the Service or any part of it or any product, technology or information you obtain or learn pursuant to this Agreement (or any direct product thereof) in violation of any such laws, restrictions or regulations. You will obtain and bear all expenses relating to any necessary licences and/or exemptions with respect to applicable laws, restrictions, and regulations.
15. Modifications to this Agreement
Target Intelligence reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
Target Intelligence may give notice by means of a general notice on the Service, email to your email address on record with Target Intelligence, or by written communication sent by a nationally-recognised overnight delivery service or first-class postage prepaid mail to your address on record with Target Intelligence. Such notice shall be deemed to have been given upon posting on the Service, 12 hours after sending by email, one day after sending by overnight delivery service, or two days after mailing. You may give notice to Target Intelligence (such notice shall be deemed given when received by Target Intelligence) at any time by email to: Support@Targetintelligence.co.uk, addressed to the attention of: Operations Manager.
This Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of England without regard to conflicts of laws provisions thereof. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the courts located in England. Although fully assignable and transferable by Target Intelligence, this Agreement (including all rights and obligations) are not assignable or transferable by you without the prior written consent of Target Intelligence; any attempt to do so shall be void. No failure to exercise, and no delay in exercising, on the part of either party, any privilege, any power or any rights hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. The parties agree that a material breach of this Agreement adversely affecting Target Intelligence’s proprietary rights in the Service would cause irreparable injury to Target Intelligence for which monetary damages would not be an adequate remedy and that Target Intelligence shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Each party recognises and agrees that the warranty disclaimers and liability and remedy limitations in this Agreement are material bargained for bases of this Agreement and that they have been taken into account and reflected in determining the consideration to be given by each party under this Agreement and in the decision by each party to enter into this Agreement.