Outside Intelligence Inc. welcomes visitors to the OutsideIQ websites located at www.outsideiq.com andwww.ddiq.com (collectively known as the “Website”). OutsideIQ Inc. is referred to as (“OutsideIQ”, “we”, “us”, “our”).
Except where otherwise indicated, “you” and “your” means the respective OutsideIQ client of record (a “Client”), whether an individual, legal entity or other Person, and every Person who uses the Services through the Client’s account with OutsideIQ, and any visitor to the Website who is not then a Client or Authorized Personnel of a Client.
The Website is owned and operated by OutsideIQ. Any and all content, data, graphics, photographs, images, audio, video, software, systems, processes, trademarks, service marks, trade names and other information including, without limitation, the “look and feel” of the Website (collectively, the “Content”) contained in this Website are proprietary to OutsideIQ, its affiliates and/or third-party licensors. The Content is protected by Canadian, United States and international copyright and trademark laws. The word “OutsideIQ”, the “OutsideIQ” logo, and other marks, logos and titles are registered and/or common law trade names, trademarks or service marks of OutsideIQ. You shall not use any tradename, trademark, or brand name of OutsideIQ in metatags, keywords and/or hidden text. We reserve all rights. You do not acquire ownership rights to any Content. We may revoke your access to the Website, or any part thereof, including the blocking of your IP Address, at any time without prior notice.
It is our goal to provide increased value to you, our visitors and customers. Reports generated in response to your search requests (“Reports”) are sourced from blogs, reviews, news, legal filings, and relevant information from a variety of other sources owned and operated by third parties (“Source Content”) and therefore not affiliated with us. Links to other sites on the Internet are also owned and operated by third parties. Please understand that Source Content and linked websites are independent from OutsideIQ and that OutsideIQ has no control over Source Content or the content of linked websites. Consequently, OutsideIQ cannot be held liable and makes no warranty or representation whatsoever as to the accuracy, timeliness and/or completeness of the information contained in Source Content or on such linked websites. In the event that you access certain content with additional terms (such as premium content with restrictions on resale or redistribution), we will notify you through the Website and as a condition of use, you agree to abide by such additional terms.
It is especially important when you are making a decision about a Person that you search through OutsideIQ that you satisfy yourself that the information in the Report (a) relates to the correct Person and (b) is accurate.
The links that we might place on our Website do not imply that we sponsor, endorse or are affiliated or associated with, or have been legally authorized to use any trade-mark, trade name, service mark, design, logo, symbol or other copyrighted materials displayed on or accessible through such sites.
IF YOU EXECUTE A SEARCH ON AN INDIVIDUAL, YOU REPRESENT AND WARRANT TO US THAT YOU HAVE THE NECESSARY CONSENT TO PERFORM THE BACKGROUND SEARCH ON SUCH INDIVIDUAL. OUTSIDEIQ IS NOT A CONSUMER REPORTING AGENCY AS DEFINED IN THE FAIR CREDIT REPORTING ACT, AND YOU AGREE THAT YOU WILL NOT USE THE WEBSITE TO PERFORM ANY CONSUMER BACKGROUND CHECK OR USE THE WEBSITE AS A FACTOR IN (A) ESTABLISHING AN INDIVIDUAL’S ELIGIBILITY FOR PERSONAL CREDIT OR INSURANCE OR ASSESSING RISKS ASSOCIATED WITH EXISTING CONSUMER CREDIT OBLIGATIONS, (B) EVALUATING AN INDIVIDUAL FOR EMPLOYMENT, PROMOTION, REASSIGNMENT OR RETENTION (INCLUDING BUT NOT LIMITED TO EMPLOYMENT OF HOUSEHOLD WORKERS SUCH AS BABYSITTERS, CLEANING PERSONNEL, NANNIES, CONTRACTORS, AND OTHER INDIVIDUALS), OR (C) ANY OTHER PERSONAL BUSINESS TRANSACTION WITH ANOTHER INDIVIDUAL.
Except as set forth herein, you may not modify, copy, reproduce, publish, post, transmit, distribute, display, perform, create derivative works from, transfer or sell any Content, Source Content, or Report, without the express prior written consent of OutsideIQ. You may download, print and reproduce the Content and/or Reports for your own non-commercial, informational purposes provided you agree to maintain any and all copyright or other proprietary notices contained in such Content and/or Report, and to cite the URL Source of such Content and/or Report. Reproduction of multiple copies of the Content and/or Report, in whole or in part, for resale or distribution is strictly prohibited except with the prior written permission of OutsideIQ. To obtain written consent for such reproduction, please contact us at email@example.com.
You agree to use our Services, the Website, its Content, and any Source Content and/or Reports only for legal, internal-use purposes, and in compliance with all applicable Laws, including the Fair Credit Reporting Act. You agree that no data is shared, transferred or communicated with OutsideIQ, either directly or indirectly, in violation of the Laws applicable thereto.
You shall not disseminate, distribute, adapt, translate, change, customize, enhance, augment, partially delete or alter, otherwise manipulate or modify, download, store, reproduce or retransmit the Services, the Source Content, or any part thereof, in any manner or to any extent whatsoever, whether in whole or in part.
You shall not provide, disclose, sublicense or otherwise permit any other Person to access the Services or to use, read, compile, decompile, disseminate, distribute, transmit, download, store or reproduce the Services, the Third Party Data or any part thereof.
You shall not use the Services or any Source Content (including Third Party Data) obtained via the Services as a factor in (i) establishing an individual’s eligibility for personal credit or insurance or assessing risks associated with existing consumer credit obligations, (ii) evaluating an individual for employment, promotion, reassignment, or retention, or (iii) any other personal business transaction with another individual (collectively “FCRA Uses”).
To access certain portions of the Website and our Services, you will be asked to register with the Website as a Client or as a User registered as Authorized Personnel of an existing Client.
In consideration for your use of this Website and the services provided on it, you agree to provide true, current, complete and accurate information as requested on any registration form to which this Website may direct you, and to update that registration information as soon as possible after any information on such registration form changes.
Upon registration, you will choose a username and password. You alone are responsible for keeping that password and username confidential, and for any and all activity that occurs on this Website under such password or username. You agree to immediately notify OutsideIQ of any unauthorized use of your password or username or any other breach of security. You agree not to allow any third party to use your username or password. You acknowledge and agree that you will be fully responsible for all liabilities incurred through use (whether lawful or unlawful) of your username and/or password, including any use of Source Content for purposes prohibited by the Fair Credit Reporting Act.
Each Client is responsible for:
Use of Confidential Information. Each Party shall hold in confidence and shall protect the Confidential Information of the other Party from harm, loss, theft, reproduction and unauthorized access while in its possession or control and shall ensure that such Confidential Information is not disclosed, published, released, transferred or otherwise made available in any form to, for the use or benefit of, any Person except as provided in (collectively, the “Agreement”), without such other Party’s prior written approval. Each Party acknowledges and agrees that, as between the Parties, the Confidential Information it may receive from the other Party is the sole and exclusive property of the other Party.
Access to Client Data. Only to the extent reasonably necessary in connection with the performance of the Agreement, Client hereby grants to OutsideIQ a non-exclusive, non-transferable and fully paid-up license to access, use and reproduce (where applicable) the Client Data for the purpose of and to the extent required in order to perform the Services and/or to provide Client any requested assistance in connection with the Agreement. In such circumstances OutsideIQ agrees that such Client Data is Confidential Information of Client.
Data Provided by OutsideIQ. OutsideIQ will be allowed to use data it provides in conjunction with the Services, including Source Content and applicable Third Party Databases where such use is allowed by applicable Privacy Laws and/or the Third Party Source, as well as feedback from the Client in use of the Services, to improve its Services offerings.
Exceptions and Permitted Disclosure. A Party shall be permitted to disclose relevant aspects of the other Party’s Confidential Information to its officers, directors, employees, agents and professional advisors to the extent that such disclosure is reasonably necessary for the performance of its duties and obligations or the exercise of any rights or privileges granted under this Agreement; provided, however, that: (a) prior to such disclosure such disclosing Party shall inform such Persons and Parties of the confidential nature of the Confidential Information; and (b) such disclosing Party shall be fully responsible for ensuring that any such Persons to whom it discloses the other Party’s Confidential Information comply with the confidentiality obligations contained in this Agreement and; (c) such disclosing Party shall be liable for any breach of this Agreement by such Persons. A Party may disclose the Confidential Information of the other Party that: (a) prior to furnishing or thereafter becomes known to the public without fault or breach of such party; (b) it obtains from a third party without restriction on disclosure and without breach by such third party of a non-disclosure obligation; or (c) is independently developed by the receiving Party without access to the confidential or proprietary information received from the other Party. The obligations of confidentiality contained in this Agreement shall not restrict any disclosure by either Party to the extent that such Party is required to disclose information by applicable Law or a court of competent jurisdiction; provided, however, that it shall not make any such disclosure without first notifying the other Party and allowing the other Party a reasonable opportunity to seek injunctive relief from (or a protective order with respect to) the obligation to make such disclosure. In addition, it shall take reasonable steps, to the extent permitted by law, to remove from the Confidential Information that is required to be disclosed, any information that a reasonable person would conclude is commercially sensitive to the other Party.
Unauthorized Disclosure. A Party shall notify the other Party promptly following discovery of any unauthorized use or disclosure of the other Party’s Confidential Information, and will cooperate with the other Party in every reasonable way to help regain possession of such Confidential Information and to prevent its further unauthorized use or disclosure.
Survival and Return of Information. Notwithstanding anything in this agreement to the contrary, the obligations of confidentiality in this Agreement shall be effective throughout the term of this Agreement and, notwithstanding the return of any Confidential Information or any other event, shall continue in full force and effect following its termination. Without prejudice to any other rights provided herein, upon termination or expiration of this Agreement and request of the other Party, each Party destroy all Confidential Information of such other party in its possession or control, including any copies or reproductions thereof.
Acknowledgement Concerning Use. Notwithstanding anything to the contrary herein, Client acknowledges, confirms and agrees that the Services may be configured to use Confidential Information (including personal information) to conduct searches against databases external to Client’s and OutsideIQ’s environments.
Restrictions on Client Data. Client represents and warrants that Client Data does not and will not include credit card data, including, without limitation, primary account numbers, expiration dates, service codes, full track data, verification codes (such as CAV2, CVC2, CVV2, CID, etc.), personal identification numbers (PINs) or PIN blocks (collectively, “Credit Card Data”).
PCI DSS and SSAE16 Compliance. OutsideIQ shall use commercially reasonable efforts to secure its systems including compliance with respect to PCI DSS and SSAE16 SOC 2. OutsideIQ shall promptly notify Client if its applicable system security does not meet or exceed PCI DSS or SSAE16 SOC 2 at any time during the term. Following receipt of such notice, Client shall thereafter be entitled to a one-time election to: (i) continue to access and use the Services notwithstanding such failure to meet or exceed PCI DSS or SSAE16 SOC 2, as the case may be; or (ii) suspend its use of the Services until such time as OutsideIQ notifies Client that its applicable system security meets or exceeds PCI DSS or SSAE16 SOC 2, as the case may be. Any such suspension shall suspend the expiration of the Term for an equal period.
Data Retention. Subject to the remaining terms of this Agreement and applicable Laws, Client agrees and acknowledges that OutsideIQ may retain any Client Data or Personal Information for a period of seven (7) years following the collection of such data or information, or the maximum amount allowed by applicable Privacy Laws (whichever is shorter) (the “Retention Period”). During the Retention Period, OutsideIQ shall provide such data or information to Client upon request in accordance with the Fees. Notwithstanding the foregoing, OutsideIQ shall securely delete all Client Data: (i) within thirty (30) days of receiving notice by the Client; or (ii) at the end of the Retention Period.
Third Party Databases. The Service provides access to Third Party Data obtained from Third Party Sources. OutsideIQ shall provide a listing of available Third Party Sources, which OutsideIQ may amend from time to time, accessible to Client via the Services or the Website. Client acknowledges that a Third Party Source may have the right to terminate or cease to provide, at any time with or without notice in accordance with the terms and conditions of the applicable agreement, any Third Party Databases and Client access to the Third Party Data provided by such Third Party Source without any direct or indirect liability by or on behalf of such Third Party Source or OutsideIQ with respect to such termination. Client acknowledges and agrees that each Third Party Source (and not OutsideIQ) is solely responsible and liable for the accuracy or current state of content of any Third Party Data it provides.
Use of Third Party Database. Prior to receiving access to the Third Party Databases, Client must execute and deliver an agreement, if applicable, with each Third Party Source and/or expressly agree to any terms and conditions with each Third Party Source that OutsideIQ provides notice of hereunder. Client shall comply with any conditions, restrictions or limitations imposed by each applicable Third Party Source set forth in the applicable agreement and/or applicable terms and conditions for which notice has been provided hereunder. Nothing in this Agreement shall, or shall be deemed or construed to, assign, transfer or convey to or vest in Client any title, rights or interest in or to any intellectual property, including in or to any Third Party Data. Client represents and warrants that it shall not use any Third Party Database for any FCRA purposes not enter into any agreement with a Third Party Source in connection with the Services that authorizes the use of such Third Party Data for an FCRA use.
No Warranties / Limitations on Data. ANY DATABASES (AND DATA THEREIN – INCLUDING CONTENT, SOURCE CONTENT, THIRD PARTY DATA, AND REPORTS) SUPPLIED OR MADE AVAILABLE BY OUTSIDEIQ AND/OR USED BY CLIENT OR ANY OTHER PERSON IS PROVIDED “AS IS” AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF ANY KIND OR NATURE. OUTSIDEIQ EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, THE WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, OUTSIDEIQ MAKES NO REPRESENTATION, WARRANTY OR COVENANT CONCERNING THE ACCURACY OR COMPLETENESS OF ANY DATA OR THAT ANY DATA IS ERROR FREE OR THAT ANY DATA WILL MEET CLIENT’S REQUIREMENTS. CLIENT ACCEPTS FULL RESPONSIBILITY AND RISK FOR ANY USE OF ANY SUPPLIED DATA AND ANY DECISIONS MADE BY CLIENT OR ANY OTHER PERSON IN RELIANCE THEREON.
The DATABASES (AND DATA THEREIN) have not been collected in whole or in part for the purpose of furnishing consumer reports, as defined in the FCRA.
THIS SECTION SHALL SURVIVE ANY TERMINATION OR EXPIRATION AND NON-RENEWAL OF THIS AGREEMENT.
Client acknowledges and agrees that each Third Party Source (and not OUTSIDEIQ) is solely responsible and liable for the accuracy or current state of content of any Third Party Data it provides.
OutsideIQ represents and warrants to its Client and only to its Client, that: (a) the Services shall, during the term of OutsideIQ’s Access Grant to Client in respect of such Services, conform to and operate in all material respects in accordance with the Specifications, except to the extent such Specifications are amended to reflect a change in Third Party Sources, provided however that in the event of a breach of the foregoing warranty, Client’s sole and exclusive remedy shall be to request OutsideIQ remedy such breach; (b) OutsideIQ shall utilize current industry-standard Virus detection software in an effort to identify and remove any known Viruses from the Services; (c) OutsideIQ has the necessary right, title and interest in and to the Services to grant the Access Grant herein; and (d) as of the Effective Date, to the knowledge of OutsideIQ, provision of the Services does not infringe any third party intellectual property right.
CLIENT ACKNOWLEDGES AND AGREES THAT THE FOREGOING WARRANTY ONLY APPLIES TO THE SERVICES AND DOES NOT EXTENT TO ANY THIRD PARTY DATA AVAILABLE THROUGH THE SERVICES.
IF YOU ARE NOT THE CLIENT OF OUTSIDEIQ, THEN, THE WEBSITE, CONTENT, SOURCE CONTENT, REPORTS, AND ALL SERVICES PROVIDED, ARE BEING PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
OutsideIQ Indemnity. Subject to the provision below on the Right to Procure or Substitute, OutsideIQ will defend Client from any third party claim that Client’s access to and use of the Services (excluding any Third Party Data offered via the Services) furnished by OutsideIQ when used in accordance with a valid and subsisting Access Grant, infringes or misappropriates a copyright, patent or trade secret owned by the third party (each a “Claim”). OutsideIQ will pay: (i) counsel hired by OutsideIQ to defend the Claim; (ii) the reasonable and verifiable out-of-pocket costs incurred directly by Client in connection with assisting OutsideIQ in the defense thereof; and (iii) subject to the section below regarding Limitation of Liability, any damages finally awarded to such third party by a court of competent jurisdiction (after any appeals) or any settlements of the Claim to which OutsideIQ consents. The foregoing obligations shall be subject to Client notifying OutsideIQ promptly in writing of any Claim, giving OutsideIQ, or its insurers and agents, the exclusive control of the defence and settlement of the Claim, and providing all reasonable assistance in connection with the Claim; provided, however, that delay in giving such notice or the failure to provide such assistance shall not relieve OutsideIQ of its obligations pursuant to this Section except to the extent that OutsideIQ was actually prejudiced by such delay or failure. Subject to the foregoing conditions, nothing in this Agreement shall prohibit Client from hiring separate counsel, at its own expense, to participate in the defence of such Claim. OutsideIQ shall have no liability or indemnification obligations for any Claim arising out of or relating to: (a) Client’s use of the Services after OutsideIQ notifies Client to discontinue use due to such a Claim; (b) the combination of the Services with a non-OutsideIQ application, technology, product, service, database or business process if and to the extent such combination or use caused or is a basis of the Claim; (c) modifications to the Services other than modifications made by OutsideIQ if such modifications caused or are a basis of the Claim; (d) changes made by OutsideIQ to the Services in accordance with any designs, specifications, requirements or instructions provided to OutsideIQ by or on behalf of Client if such modifications caused or are a basis of the Claim; (e) continued use of the Services for which OutsideIQ has provided Client with modifications or substitute Services if use of such modifications or substitute Services would have prevented the Claim; or (f) use of the Services in a manner prohibited under the Agreement or contrary to the modes of operation set out by documentation provided via the Service if such use caused or is a basis of the Claim. The foregoing states OutsideIQ’s entire obligation and liability with respect to the infringement or violation of any third-party property right, and shall be subject to the limitations in the sections regarding the Right to Procure and Substitute and the Limitation of Liability of this Agreement.
Right to Procure or Substitute. Should the Services become the subject of a Claim (including if a court of competent jurisdiction issues an injunction against OutsideIQ’s or Client’s use of any part of the Services) or in OutsideIQ’s sole opinion is likely to become the subject of a Claim, OutsideIQ may, at its expense and option (and without limiting its indemnification obligations in (a) above): (i) procure for Client the right to continue to access and use the Services; (ii) replace or modify the Services so that it becomes non-infringing (while substantially preserving its utility, capabilities and functionality), or (iii) terminate this Agreement. If OutsideIQ selects option (ii) or (iii), Client shall immediately upon receipt of notice to do so from OutsideIQ refrain from the further use of the allegedly infringing Services (or part thereof).
THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC AND CERTAIN STATES IN THE UNITED STATES OF AMERICA, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, LIABILITY OR CERTAIN DAMAGES OR LIMITATIONS OF REPRESENTATIONS MADE CONCERNING GOODS OR SERVICES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.
THE WEBSITE, INCLUDING THE CONTENT, REPORTS, SOURCE CONTENT, AND ALL SERVICES PROVIDED HEREIN, IS BEING PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. OUTSIDEIQ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. OUTSIDEIQ DOES NOT WARRANT THAT THE FUNCTIONS ON THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE ARE NOT A CONSUMER REPORTING AGENCY AS DEFINED IN THE FAIR CREDIT REPORTING ACT (“FCRA”), AND THE INFORMATION PROVIDED IN ANY REPORT HAS NOT BEEN COLLECTED IN WHOLE OR IN PART FOR THE PURPOSE OF FURNISHING CONSUMER REPORTS, AS DEFINED IN THE FCRA.
Non-Clients: IN NO EVENT SHALL OUTSIDEIQ BE LIABLE TO A NON-CLIENT FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, THE WEBSITE OR ANY CONTENT, SERVICES OBTAINED THROUGH THE WEBSITE, EVEN IF OUTSIDEIQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
No Indirect Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITH RESPECT TO LOSS OF OR DAMAGE TO DATA, LOST REVENUE, LOST PROFITS OR SAVINGS OR BUSINESS INTERRUPTION) OF ANY KIND OR NATURE WHATSOEVER SUFFERED BY THE OTHER PARTY OR ANY THIRD PARTY HOWSOEVER CAUSED (WHETHER RESULTING FROM IMPAIRED OR LOST DATA, SOFTWARE OR COMPUTER FAILURE, SUPPORT FAILURE, OR ANY OTHER CAUSE) AND REGARDLESS OF THE FORM OR CAUSE OF ACTION, EVEN IF SUCH DAMAGES ARE FORESEEABLE OR SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT APPLY TO ANY DAMAGES ARISING OUT OF ANY USE BY CLIENT OF THE SERVICES OR ANY THIRD PARTY DATA FOR ANY OF THE PURPOSES PROHIBITED BY THE FCRA, IN WHICH CASE, CLIENT AGREES THAT IT SHALL BE SOLELY LIABLE FOR ALL RESULTING COSTS AND DAMAGES, INCLUDING GOVERNMENTAL FINES.
UNDER NO CIRCUMSTANCE SHALL OUTSIDEIQ BE LIABLE FOR MORE THAN THE AGGREGATE AMOUNT PAID BY CLIENT TO OUTSIDEIQ WITHIN THE 12 MONTHS PRECEDING ANY CLAIM.THE LIMITATION OF LIABILITY HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE WEBSITE AND THE SERVICES THEREON WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY, DISCLAIMERS AND EXCLUSIVE REMEDIES SPECIFIED HEREIN WILL SURVIVE EVEN IF FOUND TO HAVE FAILED IN THEIR ESSENTIAL PURPOSE.
You hereby release us, our officers, employees, agents and successors from any and all claims, demands, and losses, damages, rights, claims, and actions of any kind that are either directly or indirectly related to or arises from: (1) any interactions with the INDIVIDUALS who are the subject of a Report requested by you, or (2) your use and receipt of any Report. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
Exceptions. The limitations and exclusions in the section above on Limitation of Liability will not apply to: (a) any violation of a Privacy Law by Client (b) Client’s (or any Person for whom it is responsible hereunder) breach of the Access Grant or other misappropriation or violation of OutsideIQ’s intellectual property rights; and (c) Client’s obligations to pay any amounts due under the Agreement.
Time Limitation. In no event shall any claim, action or proceeding against OutsideIQ related in any way to the Website or our Services (including your visit to or use of the Website or any of our Services, any Content, Source Content, or Reports) be instituted more than one (1) year after the cause of action arose.
OutsideIQ recommends that users exercise their own skill and care with respect to the use of any Content, Source Content, or Report, and should obtain any expert advice they consider necessary.
Without limiting the generality of the foregoing, Client will pay: (i) counsel hired by Client to defend the Client Claim; (ii) the reasonable and verifiable out-of-pocket costs incurred by OutsideIQ in connection with assisting Client in the defense thereof; and (iii) any damages finally awarded to any third party by a court of competent jurisdiction (after any appeals) or any settlements of the Client Claim to which Client consents. Subject to the foregoing conditions, nothing in this Agreement shall prohibit OutsideIQ from hiring separate counsel, at its own expense, to participate in the defence of such Client Claim. Client agrees that OutsideIQ shall have no responsibility, obligation or liability to Client, or to any third party (including any Third Party Source), and shall save, indemnify and hold OutsideIQ harmless or any and all liability, in connection with any Third Party Databases procured directly by Client and used in accordance with the Access Grant.
In consideration for your use of the Website, you agree to pay us the applicable fees as set out on the Website, or in a schedule to your applicable Master Agreement, if any. From time to time, we may prepare and send to you, at the then-current contact information on file, invoices for any fees and other amounts that have become due and payable hereunder. Unless otherwise expressly stipulated in an invoice, you agree to pay all invoiced amounts within thirty (30) calendar days of the invoice date.
You will not withhold or “set-off” any amounts due under this agreement. We reserve the right to suspend your access to the Website until all due amounts are paid in full. Any late payment will be increased by the costs of collection (including reasonable legal fees), and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less) per month or fraction thereof until fully paid.
All fees and charges included under this agreement do not include, and you will pay, indemnify and hold us harmless, from all sales, use, gross receipts, value-added, GST/HST, personal property or other taxes, and all applicable duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this agreement, other than taxes based on the net income or profits of OutsideIQ.
OutsideIQ is committed to respecting and protecting the legal rights of copyright owners and adheres to the following notice and take down policy, in full compliance with Section 512(c)(3) of the DMCA (17 U.S.C. § 512 et seq.).
If you believe any of the Content infringes upon your intellectual property rights, please submit a notification alleging such infringement (hereafter a “DMCA Takedown Notice”). To be valid, a DMCA Takedown Notice must (i) be provided to OutsideIQ’s designated agent, (“Copyright Agent”), as set forth below, and (ii) include the following:
OutsideIQ’s Copyright Agent to receive DMCA Takedown Notices is: email: firstname.lastname@example.org. For clarity, only DMCA Takedown Notices should go to the Copyright Agent; any other feedback, comments, online purchases or other communications should be directed to the applicable customer service links posted on the Website. You acknowledge that for OutsideIQ to be authorized to takedown any content, your DMCA Takedown Notice must comply with all of the requirements of this Section.
PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS. YOU AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU ARE WAIVING THE RIGHT TO PARTICIPATE IN A CLASS ACTION AND YOU AGREE THAT YOU SHALL ONLY BRING A CLAIM AGAINST OUTSIDEIQ, ITS PARENTS, AFFILIATES, OR RELATED COMPANIES IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY CLAIM OR ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL’S BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.
Under California Civil Code Section 1789.3, Customers who are residents of California are entitled to the following specific consumer rights information: the Complaint Assistance Unit of the division of Consumer Service of the Department of Consumer Affairs may be contacted in writing at 1020 N. Street, #501, Sacramento, CA, 95814, or by telephone at 916.445.1254.