Audience Builder Addendum
DS Data Intelligence, LLC (“DSDI”) offers subscriptions to its Audience Builder, which permits access to and use of a searchable database system for business only searches and networking, and other functionality, material, products, content and services, and a Chrome extension, including use of the mobile-responsive website platform https://audiencebuilder.demandscience.com and related sites (collectively, the “Audience Builder”).
Use of the Audience Builder is subject to the standard terms and conditions, or any other negotiated standard terms between Customer and our authorized reseller, Demand Science US, LLC, referred to as “Provider” in the standard terms. (the “Master Terms”). To the extent any terms contained in these terms differ from the Master Terms, the Terms in this agreement shall control with respect to the Audience Builder. Customer agrees that it is responsible to ensure that its users comply with all obligations and restrictions contained in this agreement.
By signing an applicable order, or by making payment and accessing the Audience Builder, Customer agrees to the terms contained in this Addendum for Audience Builder (“Audience Builder Terms”), and consents to the Audience Builder’s operation and collection of data. In some instances, both these Audience Builder Terms and separate guidelines, rules, or terms of use setting forth additional or different terms and/or conditions will apply to certain functionality, subscriptions, services, or content provided by third parties which may be accessed through the Audience Builder (in each such instance, and collectively “Additional Terms”). To the extent there is a conflict between these Audience Builder Terms and any Additional Terms, the Additional Terms will control as it relates to those specific features, unless expressly stated otherwise.
- Privacy
We maintain a Privacy Policy that describes how we collect, use, share, store, and otherwise process personal data that is submitted to us or that we otherwise obtain or collect through the Audience Builder and through other means.
- Audience Builder Account
In order to access or use certain features of the Audience Builder, Customer must activate and maintain its account through the DSDI website (“Account”). Customer may activate its Account by completing the registration process. Customer agrees not to permit access to the Audience Builder by any of its users who are under 18 years old.
Customer agrees that each user will provide the following:
(i) Users will provide a unique email address and password that belong to the user. User will not use an e-mail address that is already being used by someone else or that belongs to another person. We may reject the use of any username or e-mail address for any other reason in our sole discretion;
(ii) Users will provide true, accurate, current, and complete registration information about themselves in connection with the registration process (including your company, job title, and other business contact information) and to maintain and update such information, continuously and promptly, to keep the Account information accurate, current, and complete;
(iii) Customer is responsible for all activities that occur by its users accessing Customer’s Account;
(iv) Customer is responsible for maintaining the confidentiality of Account login credentials, including user passwords, and for restricting access to Device(s) (as defined below) so that others may not access any protected portion of the Audience Builder using your Account;
(v) Customer will immediately notify us of any unauthorized use of its Account or any other breach of security impacting its Account or the Audience Builder, including your access to the Audience Builder.
We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations.
- Audience Builder, Content, Intellectual Property Ownership
Content Generally. The Audience Builder contains a variety of (i) materials, applications, and other items relating to DSDI and Provider, and its products and services, and similar items from our end users, licensors and other third parties, including all data, metadata, metrics, information, layout, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Audience Builder and elements thereof, and the compilation, assembly, and arrangement of the materials of the Audience Builder and any and all copyrightable material (including source and object code); (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of DSDI and Provider (collectively, “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”).
The Audience Builder provides users with access to and use of Content aggregated from multiple sources by, on behalf of, or as licensed by DSDI, including User Content and Third Party Content.
The nature of the Content and the collection processes limit our ability to independently verify and/or validate any of the Content on the Audience Builder, and all such Content is subject to change at any time without notice.
Ownership. All right, title, and interest in and to the Audience Builder and the Content available via the Audience Builder is the property of DSDI or our licensors or certain other third parties and is protected by U.S. and international intellectual property and unfair competition rights and laws to the fullest extent possible. DSDI owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Audience Builder.
Limited License. Subject to your strict compliance with these Audience Builder Terms and any applicable Additional Terms, DSDI grants Customer a limited, non-exclusive, revocable, non-assignable, non-transferable license to (i) access and use the Audience Builder consistent with applicable Master Terms, and to (ii) download, display, view, use, and/or print the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”). The foregoing limited license (x) does not give Customer any ownership of, or any other intellectual property interest in, any Content or in the Audience Builder, (y) Customer and its users may be immediately suspended or terminated for any reason, in DSDI’s sole discretion, and without advance notice or liability, and (z) will be limited by the need to purchase credits to use the full scope of the license. No other right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise under common law or in equity. All rights not expressly granted in this license are reserved by DSDI and its licensors and other third parties.
Rights of Others. In using the Audience Builder, you must respect the intellectual property and other rights of DSDI and others. Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in Customer’s liability.
- User Content
Definition of User Content; Submission of User Content; Interactive Areas. By signing up for an Account, Customer is agreeing on behalf of itself and its users to make business contact information, i.e., names, titles, company name, business telephone numbers, job titles, work e-mail addresses and general geographic location in which your work is located available on the Audience Builder (collectively, but excluding DSDI Content or Third Party Content included therein, “User Content”). DSDI may allow Customer to do this through a Audience Builder profile or account information, direct messaging, contact us tools, e-mail, and other communication functionality (“Interactive Areas”). Customer represents that it has the right to, and grants to, DSDI and Provider, the unconditional, perpetual, irrevocable right to use and exploit names, personas, and likenesses, and business contact information on behalf of itself and its users in connection with the Audience Builder, without any obligation or remuneration to Customer.
Your Feedback and Ideas Regarding the Audience Builder. In your communications with us, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services (collectively, “Unsolicited Ideas and Materials”). Any Unsolicited Ideas and Materials you submit to us via or regarding the Audience Builder are owned by DSDI.
- Third Party Content
You acknowledge that you may receive access through the Audience Builder to Content that originates from a source other than DSDI or its end users (“Third Party Content”). This Third-Party Content may be subject to Additional terms and conditions imposed by the owner of such Content.
If a contributor of Third-Party Content (“Third Party Contributor”) ceases to make its Third Party Content available to DSDI or requires DSDI to suspend or terminate the provision of all or any part of its Third Party Content to you, then DSDI may suspend or terminate that part of Audience Builder functionality which contains such Third Party Content, immediately without notice or further obligation to you.
- Audience Builder Use Restrictions
Customer agrees that it will not:
- engage in any activities through or in connection with the Audience Builder that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to DSDI;
- Use the Audience Builder or its content in violation of any applicable law or regulation;
- reverse engineer, decompile, disassemble, reverse assemble, or modify any Audience Builder source or object code or any software or other products, services, or processes accessible through any portion of the Audience Builder;
- engage in any activity that interferes with a user’s access to the Audience Builder or the proper operation of the Audience Builder, or otherwise causes harm to the Audience Builder, DSDI, or other users of the Audience Builder;
- interfere with or circumvent any security feature of the Audience Builder or any feature that restricts or enforces, or seeks to restrict or enforce, limitations on use of or access to the Audience Builder, the Content, or the User Content;
- share or otherwise make available your access to the Audience Builder or Content to persons outside of your organization, or otherwise share your user credentials or access to the Audience Builder or Content with other persons;
- attempt to gain unauthorized access to the Audience Builder, other computer systems or networks connected to the Audience Builder, through password mining or any other means; or
- otherwise violate these Terms or any Additional Terms.
- Content Use Restrictions
Customer also agrees that in using the Audience Builder:
- you will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Audience Builder by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind;
- you will not frame or utilize framing techniques to enclose any such Content (including any images, text, or page layout);
- you will keep intact all Trademark, copyright, and other intellectual property notices contained in such Content;
- you will not use such Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands;
- you will not sell, lease, rent, exchange, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third party or on any third-party application or website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by us or with the prior written consent of an officer of DSDI or, in the case of Content from a licensor, the owner of the Content; and
- you will not insert any code or product to manipulate such Content in any way that adversely affects any user experience.
- Orders and Payment
Customer will purchase access to the Audience Builder in blocks of credits with a corresponding
term. The term for the block of credits commences when the credits are activated and available to the Customer and terminates when the credits expire. The term of such credits is not extendable. Payment must be made in advance and is non-refundable and non-cancellable. All fees for the credits are exclusive of any taxes. You are responsible and liable for any applicable taxes in connection with your purchase.
- Warranty Disclaimer
WE DO NOT WARRANT THE COMPLETENESS OR ACCURACY OF THE CONTENT OR THE AUDIENCE BUILDER; NOR DO WE COMMIT TO ENSURING THAT THE AUDIENCE BUILDER REMAINS AVAILABLE OR THAT THE CONTENT IS KEPT UP-TO-DATE.
USE OF THE AUDIENCE BUILDER IS AT YOUR OWN RISK. THE AUDIENCE BUILDER IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. DSDI AND ITS SUPPLIERS, VENDORS AND CONTRACTORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE CONTENT AND THE AUDIENCE BUILDER.
DSDI AND ITS AUTHORIZED RESELLERS, SUPPLIERS, VENDORS AND CONTRACTORS MAKE NO WARRANTY THAT (i) THE AUDIENCE BUILDER WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (ii) DSDI WILL FIX ANY ERRORS; OR (iii) THAT USE OF THE AUDIENCE BUILDER WILL NOT CAUSE YOU TO BE IN BREACH OF USER AGREEMENTS OR CONTRACTS GOVERING YOUR USE OF ANY OTHER WEBSITE, APPLICATION, OR SERVICE THAT YOU ACCESS WHILE USING THE AUDIENCE BUILDER’S CHROME EXTENSION. ANY CONTENT OR MATERIALS OBTAINED THROUGH USE OF THE AUDIENCE BUILDER ARE OBTAINED AT YOUR OWN DISCRETION AND RISK AND DSDI SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED TO YOUR COMPUTER OR DATA OR FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR OTHER DESTRUCTIVE CODE RESULTING FROM USE OF THE AUDIENCE BUILDER OR ANY CONTENT OBTAINED FROM THE AUDIENCE BUILDER.
- Links to Other Sites
The Audience Builder may contain links to other third party websites that DSDI does not own or control. DSDI is not responsible for any of these other websites and any links to these other websites should not be interpreted as an endorsement of any company, content, or products. We are not responsible to you for any aspect of these other websites, including their content and privacy policies.
- Operation of Audience Builder; Availability of Products and Audience Builder; International Issues
DSDI controls and operates the Audience Builder from the U.S.A. and the United Kingdom, and DSDI makes no representation that the Audience Builder is appropriate or available for use beyond the U.S.A. and the United Kingdom. If you use the Audience Builder from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. The Audience Builder may describe products and services that are available only in the U.S.A. or the United Kingdom (or only parts of it) and are not available worldwide. We reserve the right to limit the availability of the Audience Builder and/or the provision of any content, program, product, service, or other feature described or available on the Audience Builder to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide.
The Audience Builder may be subject to export laws and regulations of the United States and other jurisdictions. You hereby represent that you are not named on any U.S. government denied-party list. You shall not access or use the Audience Builder in a U.S.-embargoed country or in violation of any U.S. export law or regulations.
- Communications
When you communicate with us electronically, such as via e-mail, mobile app messages, and text message, you consent to receive communications from us electronically. Please note that we are not obligated to respond to inquiries that we receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
- Investigations; Cooperation with Law Enforcement; Termination; Survival
DSDI may discontinue the Audience Builder, in whole or in part, or suspend or terminate your access to it, in whole or in part, including any Account, Profile, Subscription Platforms or Content, at any time, without notice, for any reason and without any obligation to you or any third party.
Any termination or suspension will not affect your obligations to DSDI. Upon suspension or termination of your access to the Audience Builder, or upon notice from DSDI, all rights granted to you, and you agree that you will immediately discontinue use of the Audience Builder.
Any provisions which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to DSDI.
- Connectivity
You are responsible for obtaining and maintaining all Devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the Audience Builder and you will be responsible for all charges related to them.