When used herein, the terms "you" or "your" refer to the individual accepting the terms of this Agreement. By checking the acceptance box when registering and/or accessing the Service (as defined herein), you indicate your acceptance of these Subscriber Terms and Conditions agreement (the "Agreement") and acknowledge that such acceptance creates a binding legal obligation on behalf of you and the Customer. The term "Customer" means the individual or business entity subscribing to the Service. If the Customer is a business entity, by accepting this Agreement on behalf of the Customer, you represent and warrant that the name of the business entity you provided is the correct full legal name of such business entity, and that you have the power and authority to accept this Agreement and bind the Customer to the terms of this Agreement.This Agreement governs the payment, access and use of the online service which is owned exclusively by Salesgenie.com, Inc. ("Salesgenie") consisting of software, Licensed Data, and user documentation (the "Service"). The term "Licensed Data" means the proprietary information of Salesgenie or any "Information Provider" (which means either, an entity controlling, controlled by, or under common control with Salesgenie, or a third party information provider) which is made available to Customers as part of the Service. Other provisions that govern the use of the Service and Licensed Data are set forth in the applicable price schedule, which are incorporated by reference into this Agreement. 1. Limited License: Upon your acceptance of this Agreement and full and proper payment of all amounts due to Salesgenie in accordance with the payment option selected by the Customer, Salesgenie hereby grants Customer a limited, non-exclusive, non-transferable license to use and access the Service subject to the terms and conditions of the Agreement. 2. Use and Use Restrictions: Unless otherwise set forth herein, Customer may access and use the Service solely for marketing activities related to Customer's own business and not for resale or redistribution. Customer hereby warrants and agrees not to: (i) sell, lease, assign, transfer, sublicense, disseminate, modify, translate, duplicate, reproduce or copy the Service or any portion thereof (or permit any of the foregoing) or otherwise permit any use of the Licensed Data by or for the benefit of any party other than Customer; (ii) reverse assemble, reverse compile, or otherwise attempt to create, copy or uncover any source or object code associated or contained within the Service, or otherwise develop, implement, create or deploy any method, system or software to avoid manual selection of each download on a record-by-record basis or otherwise lead to data harvesting or scraping activities; (iii) Use or permit use of the Licensed Data for the purpose of compiling, enhancing, verifying, supplementing, adding to, or deleting from any database, mailing list, geographic or trade directories business directories, classified directories, classified advertising or other compilation of information which is sold, rented, published, furnished or in any manner provided to any third party (iv) use any Licensed Data for consumer credit purposes, consumer insurance underwriting, employment purposes, tenant screening purposes, or for any other purpose(s) covered by the federal Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.) or any similar statute or regulation; (v) name or otherwise refer to Salesgenie or its affiliated companies in any advertisements, promotional or marketing material. You shall indemnify and hold harmless Salesgenie, its affiliated companies and their respective officers, employees and agents (“Indemnified Parties”) against any loss, liability, damage, cost or expense (including, but not limited to, reasonable attorneys’ fees and legal costs) suffered or incurred by any Indemnified Party, arising out of or in any way related to your use of the Service or breach of this Agreement. ## 3. Compliance Monitoring and Enforcement: It is an express condition of this Agreement that in using the Service: a) you and any authorized Customer shall fully comply with the terms of this Agreement and all applicable federal, state, foreign and local statutes and regulations, including, but not limited to, laws and regulations regarding telemarketing, email, fax marketing, customer solicitation and privacy; and b) that you and any authorized Customer shall comply with all applicable Direct Marketing Association (“DMA”) guidelines, if you or your authorized Customer(s) are DMA members. If you or the Customer are not DMA members, you and the Customer are encouraged to comply with all applicable DMA guidelines. Salesgenie reserves the right to review materials to be used by you in promotions to ensure that your use of the Licensed Data accessed via the Service is in accordance with the permitted uses of the Service according to this Agreement; however, Salesgenie failure to review any such materials shall not constitute Salesgenie ’s acceptance of the materials or waive any rights Salesgenie may have or limit any obligations you may have with regard to the use of the Service. Salesgenie may also randomly monitor your use of the Service to ensure that your use complies with the terms of this Agreement. 4. Exclusive limited warranty and limitation of liability: Customer acknowledges that your access to the Service fulfills Salesgenie\'s obligations under the terms of the Agreement. NEITHER SALESGENIE NOR ANY INFORMATION PROVIDER WARRANTS THE ACCURACY, ADEQUACY, COMPLETENESS, OR TIMELINESS OF THE SERVICE OR THE LICENSED DATA ACCESSED VIA THE SERVICE. THE SERVICE IS PROVIDED TO CUSTOMER "AS IS" AND WITHOUT WARRANTY OF ANY KIND AND SALESGENIE MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE, OR AS TO THE MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Customer expressly agrees that in no event shall Salesgenie or any Information Provider have any liability, in contract, tort, or otherwise, for any loss or damage including indirect, special, incidental, consequential (including lost profits), or punitive damages, arising out of this Agreement or the Service provided hereunder even if Salesgenie has been advised of the possibility of such damage; and in no case shall the liability of Salesgenie or any Information Provider exceed the fees paid or payable by Customer for the 12 month period before the claim arose. Customer acknowledges that Customer has read the Salesgenie Privacy Statement and will comply with all other terms and policies therein. Registration data and other information provided by Customer are subject to the Salesgenie Privacy Statement. 5. General: This Agreement represents the entire understanding of the parties relating to the use of the Service and prevails over any prior or contemporaneous, conflicting or additional communications and any terms and conditions appearing on Customer\'s purchase orders to which notice of objection is hereby given. If any provision of this Agreement shall be found to be unlawful, void or unenforceable for any reason, that provision shall be deleted from this Agreement and such deletion shall not affect the validity and enforceability of the remaining provisions. This Agreement, shall be governed by the internal laws of the State of Nebraska, without regard to its conflict of laws provision, and shall be subject to the exclusive jurisdiction of the courts located in the state of Nebraska. 6. Payment and Term: This Agreement is only effective at the discretion of Salesgenie. The initial term of the subscription for the Service shall begin on the date that Salesgenie provides Customer the necessary credentials to log onto the Service (the “Start Date”) and will continue for the 12, 24, or 36 month period that you select, thereafter the subscription shall automatically renew for successive 12 month periods (that begin on each successive anniversary of the Start Date following the initial term) at Salesgenie then prevailing annual subscription fee rates unless earlier terminated in accordance with the Agreement.This Agreement shall continue until terminated: by Salesgenie immediately if Customer has breached any material term of the Agreement or by either party provided that the other party is in receipt of written notice of non renewal at least 30 days prior to the end of the ten current initial or renewal term. Upon termination of the Agreement, you shall immediately destroy all Licensed Data including copies and portions of Licensed Data and if requested by Salesgenie, provide documentation of such destruction.The annual subscription license fees for the Service are due and payable in accordance with one (1) of the following payment schedules, as selected by Customer: (i) twelve (12) monthly payments, which shall also include a one-time set up fee at Salesgenie\'s then prevailing set-up fee pricing; (ii) four (4) quarterly payments; or (iii) one (1) annual payment, in advance. The Customer selected payment schedule shall be effective during the initial term as well as any successive renewal term, unless otherwise agreed-to by the parties. Any and all fees paid are nonrefundable. If Customer agrees to an initial term of: 24 months - the annual subscription fee shall be discounted by ten percent (10%) off the then-prevailing standard list pricing during the initial term; or 36 months - the annual subscription fee shall be discounted by twenty percent (20%) off the then-prevailing standard list pricing during the initial term.Customer, by its acceptance of this Agreement, authorizes Salesgenie to automatically charge the credit/debit card account number supplied to Salesgenie by Customer for the total amount of fees (which includes any annual recurring subscription fees due when such subscription is automatically renewed) including applicable taxes. Customer agrees to provide Salesgenie with complete and accurate billing and contact information, including: name, street address, e-mail address, and name and telephone number of authorized billing contact. Customer agrees to provide Salesgenie with updated information within 30 days of any change to billing information. If billing information is determined to be fraudulent, Salesgenie may immediately terminate this Agreement, and it reserves the right to pursue any and all legal remedies. If Customer\'s payment is declined, Salesgenie may restrict Customer\'s ability to use the payment method that was declined. Failure of the recurring payment process does not absolve Customer\'s payment obligations under this Agreement. 7. Cost of collection and enforcement: BY ACCEPTING THE TERMS OF THIS AGREEMENT ON BEHALF OF THE CUSTOMER YOU MAKE A PERSONAL GUARANTY TO BE HELD JOINTLY AND SEVERALLY LIABLE FOR ANY BREACH OF THIS AGREEMENT BY THE CUSTOMER. All past due payments, including any payments which have been accelerated pursuant to this paragraph, shall incur interest at the rate of one and one-half percent (1.5%) per month. Customer agrees to reimburse Salesgenie for all costs and expenses, including but not limited to, reasonable attorney fees and costs of collection, incurred by Salesgenie in connection with the enforcement of this Agreement or any provision hereof. 8. Modification of Terms: Salesgenie reserves the right to amend these Terms at any time, effective upon posting of an updated version of these Terms on the website that allows access to the Service. Customer is responsible for regularly reviewing the terms and conditions on such website. Continued use of the Service after any such changes are posted shall constitute Customer’s consent to such changes.
