The Agent Intelligence web Sites are offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Agent Intelligence Web Sites constitutes your agreement to all such terms, conditions, and notices. Your use of a particular Agent Intelligence Web Site included within the Agent Intelligence Web Sites may also be subject to additional terms.
1A. Security of your Personal Information
Online Database Solutions Inc. is committed to protecting the security of your personal information. We use a variety of security technologies and procedures to help protect your personal information from unauthorized access, use, or disclosure
1B. Use of your Personal Information
Online Database Solutions Inc. collect and use your personal information to operate Agent Intelligence and deliver the services you have subscribed to. Online Database Solutions Inc. may also use your personal information to inform you of other products or service upgrades with respect to Agent Intelligence.
Online Database Solutions Inc. does not sell, rent or lease its customer lists to third parties. Online Database Solutions Inc. may, from time to time, contact you on behalf of external business partners about a particular offering that may be of interest to you. In those cases, your personal information (e-mail, name, address, telephone number) is not transferred to the third party.
We occasionally hire other companies to provide limited services on our behalf, such as handling the processing and delivery of mailings, providing customer support, processing transactions, or performing statistical analysis of our services. We will only provide those companies the personal information they need to deliver the service. They are required to maintain the confidentiality of your information and are prohibited from using that information for any other purpose.
Online Database Solutions Inc. does not use or disclose sensitive personal information, such as race, religion, or political affiliations, without your explicit consent.
Online Database Solutions Inc. may access and/or disclose your personal information if required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the edicts of the law or comply with legal process served on Online Database Solutions Inc. or the site; (b) protect and defend the rights or property of Online Database Solutions Inc, including its entire family of Web sites; or (c) act under exigent circumstances to protect the personal safety of users of Online Database Solutions Inc, its web sites, or the public.
2. License Grant & Restrictions
Online Database Solutions Inc. hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Online Database Solutions Inc. and its licensors.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
3. Your Responsibilities
If a particular Agent Intelligence Web Site, or any product or service offered on any Online Database Solutions Inc. Web Site requires you to open an account, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You then will choose a password and a user name. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify Online Database Solutions Inc. immediately of any unauthorized use of your account or any other breach of security. Online Database Solutions Inc. will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Online Database Solutions Inc. or another party due to someone else using your account or password. You may not use anyone else’s account at any time.
4. Account Information and Data
Online Database Solutions Inc. does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not Online Database Solutions Inc., shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Online Database Solutions Inc. shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), Online Database Solutions Inc. will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. Online Database Solutions Inc. reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Online Database Solutions Inc. shall have no obligation to maintain or forward any Customer Data.
5. Intellectual Property Ownership
Online Database Solutions Inc. alone shall own all interest, right and title, including all related Intellectual Property Rights, in and to the Agent Intelligence, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, Agent Intelligence or the Intellectual Property Rights owned by Online Database Solutions Inc.. The Online Database Solutions Inc. name, the Online Database Solutions Inc. logo, and the product names associated with the Service are trademarks of Database Solutions Ltd and no right or license is granted to use them.
6. Third Party Interactions
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Online Database Solutions Inc. and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Online Database Solutions Inc. does not endorse any sites on the Internet that are linked through the Service. Online Database Solutions Inc. provides these links to you only as a matter of convenience, and in no event shall Online Database Solutions Inc. or its licensors be responsible for any content, products, or other materials on or available from such sites. Online Database Solutions Inc. provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.
7. Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total User licenses requested times the User license fee currently in effect. Payments may be made annually, and monthly consistent with the Initial Term, at your election. You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. You must provide Online Database Solutions Inc. with valid credit card or approved purchase order information as a condition to signing up for the Service. Online Database Solutions Inc. reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail.
8. Excess Data Storage Fees
The maximum disk storage space provided to you at no additional charge is (i) 2 MB per User license for Broker Edition, (ii) 10 MB per 4-User license for Collaborative Edition, (iii) 15 MB per Standard Edition User license, (iv) 20 MB per Professional Edition User license. If the amount of disk storage required exceeds these limits, you will be charged the then-current storage fees. Online Database Solutions Inc. will use reasonable efforts to notify you when the average storage used per license reaches approximately 90% of the maximum; however, any failure by Online Database Solutions Inc. to so notify you shall not affect your responsibility for such additional storage charges. Online Database Solutions Inc. reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.
9. Billing and Renewal
Online Database Solutions Inc. charges and collects in advance for use of the Service. Online Database Solutions Inc. will automatically renew and bill your credit card or issue an invoice to you (a) every month for monthly licenses, (b) each year on the subsequent anniversary for annual licenses. The renewal charge will be equal to the then-current number of total User licenses times the then-current license fee in effect at the time of renewal. Fees for other services will be charged on an as-quoted basis. Online Database Solutions Inc.'s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
You agree to provide Online Database Solutions Inc. with complete and accurate billing and contact
information. This information includes your legal
company name, street address, e-mail address, and
name and telephone number of an authorized billing
contact and License Administrator. You agree to
update this information within 30 days of any change
to it. If the contact information you have provided
is false or fraudulent, Online Database Solutions Inc.
reserves the right to terminate your access to the
Service in addition to any other legal remedies.
Unless Online Database Solutions Inc. in its discretion determines otherwise: (i) entities with headquarters and a majority of users resident in the United States will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes ("U.S. Customers"); (ii) entities with headquarters and a majority of users resident in Canada will be billed in Canadian Dollars and subject to Canadian payment terms and pricing schemes ("Canadian Customers"); and (iii) all other entities will be billed in U.S. dollars and be subject to either U.S. or non-U.S. payment terms and pricing schemes at the discretion of Online Database Solutions Inc.
If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
10. Non-Payment and Suspension
In addition to any other rights granted to Online Database Solutions Inc. herein, Online Database Solutions Inc. reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or Online Database Solutions Inc. initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Online Database Solutions Inc. may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
Online Database Solutions Inc. reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Online Database Solutions Inc. has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
11. Termination upon Expiration
This Agreement commences on the Effective Date. For Broker Edition licenses and Collaborative Edition licenses, the term is indefinite and may be terminated at any time in Online Database Solutions Inc.'s sole discretion. For Professional and Standard Edition licenses, the Initial Term will be one month or one year as determined by your election during the online subscription process, commencing on the date you agree to pay for the Service by completing the online subscription form or otherwise. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term at Online Database Solutions Inc.'s then current fees. Either party may terminate this Agreement, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), Online Database Solutions Inc. will make available to you a file of the Customer Data within 30 days of termination if you so requested in writing at the time of termination. You agree and acknowledge that Online Database Solutions Inc. has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.
12. Termination for Cause
Any breach of your payment obligations or unauthorized use of the Agent Intelligence or Service will be deemed a material breach of this Agreement. Online Database Solutions Inc., in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, Online Database Solutions Inc. may terminate a free account at any time in its sole discretion. You agree and acknowledge that Online Database Solutions Inc. has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
13. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Online Database Solutions Inc. represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Online Database Solutions Inc. help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
14. Mutual Indemnification
You shall indemnify and hold Online Database Solutions Inc., its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Online Database Solutions Inc. (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Online Database Solutions Inc. of all liability and such settlement does not affect Online Database Solutions Inc.'s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
Online Database Solutions Inc. shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Online Database Solutions Inc. of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Online Database Solutions Inc.; provided that you (a) promptly give written notice of the claim to Online Database Solutions Inc.; (b) give Online Database Solutions Inc. sole control of the defense and settlement of the claim (provided that Online Database Solutions Inc. may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Online Database Solutions Inc. all available information and assistance; and (d) have not compromised or settled such claim. Online Database Solutions Inc. shall have no indemnification obligation, and you shall indemnify Online Database Solutions Inc. pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).
15. Disclaimer of Warranties
Online Database Solutions Inc. AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. Online Database Solutions Inc. AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) 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, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY Online Database Solutions Inc. AND ITS LICENSORS.
16. Internet Delays
Online Database Solutions Inc.'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. Online Database Solutions Inc. IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
17. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY'S 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, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, 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.
18. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
19. Local Laws and Export Control
Online Database Solutions Inc. and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America and Canada, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.
This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000
Online Database Solutions Inc. may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Online Database Solutions Inc.'s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Online Database Solutions Inc.'s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Online Database Solutions Inc. (such notice shall be deemed given when received by Online Database Solutions Inc.) at any time by any of the following: letter sent by confirmed facsimile to Online Database Solutions Inc. at the following fax number: (416) 352-1544 ; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Online Database Solutions Inc. at the following address: Online Database Solutions Inc., 17665 Leslie Street. Suite#35, Newmarket, Ontario, Canada, L3Y 3E3. Attn: Chief Financial Officer
21. Modification to Terms
Online Database Solutions Inc. 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.
This Agreement may not be assigned by you without the prior written approval of Online Database Solutions Inc. but may be assigned without your consent by Online Database Solutions Inc. to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
With respect to U.S. Customers, this Agreement shall be governed by Nevada law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and 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 state and federal courts located in Nevada, Las Vegas. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Online Database Solutions Inc. as a result of this agreement or use of the Service. The failure of Online Database Solutions Inc. to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Online Database Solutions Inc. in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and Online Database Solutions Inc. and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
If you have any questions regarding this agreement you may contact Database Solutions via e-mail to firstname.lastname@example.org
Copyright 2002-2015 Online Database Solutions Inc. All rights reserved.
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