General Terms & Conditions for Use of Xenox Data and Services
These general terms and conditions are part of the contract to which they are attached (the “Agreement”) and apply to your use of any marketing or email data or services provided by Xenox.
(a)The term “Xenox Global” means all programs, files, systems, documentation, information, content, graphics, page layouts, site designs, user interfaces utilized or provided by Xenox, work product produced by Xenox, and derivate works of any of the foregoing, including, without limitation, the website or websites made available to you by Xenox, any HTML programming performed as part of providing you with Data and any other special programs, functionalities, interfaces and other work product, ideas, concepts or techniques which Xenox may develop, use or rely upon in providing the Data to you.
(b)All Xenox shall be and will remain the property of Xenox Global.
(c) As between you and Xenox, Xenox shall be the sole and exclusive owner of all patents, copyrights, trademarks, trade secrets and other intellectual property rights in and to the Xenox Global and the Data.
- Limited License.
Upon your execution of the Agreement and the payment of all amounts due Xenox, you are granted a personal, nontransferable and nonexclusive license to use the Data solely for your direct marketing, market research and customer prospecting purposes, in strict accordance with the terms of the Agreement. If no usage period is selected, the license’s term shall be for a period of one (1) year. Company shall retain all right, title and interest in and to the Production/Services and all intellectual property contained therein. Upon expiration or termination of the Agreement, you shall discontinue use of the Data and, as requested by Xenox, either (a) return the Data to Xenox without retaining any copies thereof or any notes or other information thereon or (b) provide a certificate, executed by you, in form and substance satisfactory to Xenox, that the Data has been destroyed in such a manner to render the Data permanently unreadable and unrecoverable.
- Limitations on Use.
(a)Unless specifically authorized in advance and in writing by Xenox, you will not share, sell, transfer or otherwise make the Data available to any third person or entity and you will use your best efforts to prevent the misuse or unauthorized use of the Data by any third person or entity.
(b)You will not name or refer to Xenox or your use of the Data in any of your advertisements or promotional or marketing materials.
- Disclaimer of Warranties; Limited Warranty.
THE DATA IS PROVIDED ON A STRICTLY “AS IS” BASIS. XENOX DOES NOT ASSURE OR WARRANT THE CORRECTNESS, COMPREHENSIVENESS OR COMPLETENESS OF THE DATA AND, EXCEPT AS PROVIDED IN THE NEXT SENTENCE, XENOX DISCLAIMS ANY AND ALL WARRANTIES OF ANY NATURE, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU HAVE 14 DAYS FROM YOUR RECEIPT OF THE DATA TO INSPECT IT AND NOTIFY XENOX OF ANY PROBLEMS OR MISTAKES IN THE DATA AND IF YOU SO NOTIFY XENOX WITHIN THAT 14-DAY PERIOD, THE PROBLEM OR MISTAKE WILL BE CORRECTED AT NO ADDITIONAL CHARGE TO YOU.
- Limitation of Liability.
Except as provided in the last sentence of Section 5, Xenox will not be liable for any claim, demand, loss, liability, damage, injuries, cost or expense (including reasonable attorneys’ fees and legal costs), whether general, direct, special, incidental, consequential or other damage caused in whole or in part or directly or indirectly by any use of the Data or any alleged or actual failure by Xenox to comply with the terms of the Agreement, whether or not any such damages were foreseeable or whether Xenox was advised of the possibility of such damages. Xenox maximum liability under the last sentence of Section 5 will not exceed the amount you paid Xenox under the Agreement within the 12 months preceding the event which gave rise to Xenox liability.