These Terms and Conditions of Use (together with any Additional Terms, as defined below, (the "Agreement") describes the terms and conditions applicable to your use of MasterFiles’ Web Sites, including, but not limited to, masterfiles.com, probe360.com, reach411.com, and reachdirect.com (collectively "Web Sites"), and the products and services made available through those Web Sites ("Services"). By using these Web Sites, you agree to these Terms and Conditions of Use. Your use of a particular MasterFiles Web Site, or acceptance of any Services through the Web Site also may be subject to additional terms, conditions or guidelines (as modified by MasterFiles from time to time, the "Additional Terms") specified in this Agreement, on or within the particular Web Site or Services, or in other accompanying documentation. Any Additional Terms shall be interpreted to be consistent with these Terms and Conditions of Use. If you have a written contract with MasterFiles, such contract is incorporated herein and shall be interpreted to be consistent with this Terms and Conditions of Use.
If you do not have print capability or otherwise desire to obtain a hard copy of these Terms and Conditions of Use or have questions about them, please send a self-addressed stamped envelope to: MasterFiles Customer Service, 16816 Dallas Parkway, Dallas, Texas 75248-1919. You agree to familiarize yourself with these Terms and Conditions of Use (including the Additional Terms), and abide by them if you choose to use the Web Sites or accept the Services or benefits to which such terms apply. For the purposes of this Agreement, "you" or "user(s)" (and variations of such terms) means any person or entity that accesses or uses the Web Sites or Services, including, but not limited to, consumers, content providers, manufacturers, retailers, suppliers, and vendors.
MasterFiles may amend these Terms and Conditions of Use and Additional Terms at any time effective upon posting of the amended terms on this Web Site. You are responsible for regularly reviewing these Terms and Conditions of Use and Additional Terms. Continued use of the MasterFiles Web Sites or Services after any such changes constitutes your consent to such changes. MasterFiles does not and will not assume any obligation to notify you of any changes to these Terms and Conditions of Use or any Additional Terms.
The Web Sites and Services are provided to allow licensed users to obtain information electronically. Upon registration, the Licensee becomes a subscriber to certain Services made available through these Web Sites. Specifically, Reach411 service is an electronic information service that allows the users to access the local telephone companies’ databases containing names, telephone numbers, and addresses. Probe360 service is an electronic information service that allows the users to access personal reference databases containing social security numbers, names, addresses, places of employment, and telephone numbers. You are permitted to use the information contained in these Web Sites for your internal purposes only. As a condition of your use of the Web Sites and any Service, you warrant to MasterFiles that you, your company and its employees, and your agents will not use the Web Sites or Services for any purpose that is unlawful, or prohibited by these Terms and Conditions of Use or any Additional Terms, as modified from time to time. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Services (including, without limitation, any information, Software (defined below), products, services or benefits) obtained from the Web Sites, except as expressly provided herein.
You shall comply with all applicable law regarding your use of any MasterFiles Web Site or Service. Without limitation of the foregoing, you may not use the Web Sites or Services provided to:
a. upload, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
b. interfere with or disrupt any Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or
c. use the Web Sites or Services for any illegal activities, including, but not limited to, disobeying trade restrictions, knowledgeable vandalism or destruction of online files, tampering with information databases and software, trafficking in illegal products or substances, unauthorized entry to other networks or computers, or violating civil rights laws.
Information you obtain through MasterFiles Web Sites may be proprietary in nature. You agree to use, reuse, disclose, or redisclose such information in accordance with all applicable law, including, but not limited to, the Gramm-Leach-Bliley Act, the Fair Credit Reporting Act, or successor laws, and their implementing rules. If you also have entered into a separate contract with MasterFiles, you also agree to use such information in accordance with your contract with MasterFiles, which is incorporated by reference herein. If you sell or otherwise distribute goods or services that compete with or may otherwise serve as a substitute for Services or other products sold or otherwise distributed by MasterFiles via the Web Sites or offered by the Web Sites, you may not: (i) use or acquire, or have any other person use or acquire on your behalf, the MasterFiles Services for which you offer competing or substitute products or services; or (ii) advertise, market, promote or solicit offers to acquire such competing or substitute products in connection with your use of the Web Sites.
You understand that MasterFiles may ask you to provide information that enables it to verify whether you are entitled to access, use, and receive certain information, materials, services, and products available from the Web Sites. You understand that you are responsible for all information that you upload, email, or otherwise transmit to MasterFiles, and that you must upload, email, or otherwise transmit such information only in accordance with applicable law and regulations. You further acknowledge that information you provide to MasterFiles may be subject to limitations on its use and disclosure, reuse and redisclosure, and you acknowledge that you are fully authorized to use and reuse, disclose and redisclose such information to MasterFiles. You further acknowledge that, if in the course of obtaining Services from MasterFiles, you disclose information to MasterFiles, MasterFiles does not use, reuse, disclose, redisclose or otherwise retain such information other than is necessary to provide services to you.
MasterFiles does not claim ownership of the information you provide to it in connection with your use of the Web Sites or Services. By submitting, inputting, or otherwise transferring any information to MasterFiles, or engaging in any other form of communication with or through any MasterFiles Site, you warrant and represent that you own or otherwise are permitted to provide such information to MasterFiles. You warrant and represent that you will defend and indemnify MasterFiles (and its parents, subsidiaries, affiliates, agents, officers, directors, partners, suppliers, sublicensees and/or employees) from any third party claim related to a breach of any of the foregoing representations or warranties. MasterFiles will only use information collected about you in accordance with our Privacy Policy. For more information, please see our Privacy Policy at www.masterfiles.com/legal/privacy.html.
THE LINKS IN OUR WEB SITE WILL FACILITATE LEAVING THE MASTERFILES WEB SITES. THE LINKED SITES ARE NOT UNDER THE CONTROL OF MASTERFILES AND MASTERFILES IS NOT RESPONSIBLE FOR THE CONTENT OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO THESE SITES. MASTERFILES IS NOT RESPONSIBLE FOR WEB CASTING OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY LINKED SITE. MASTERFILES IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY MASTERFILES OF THE SITE OR ANY ASSOCIATION WITH ITS OPERATORS. THERE ARE RISKS IN USING ANY INFORMATION FOUND ON THE INTERNET. MASTERFILES CAUTIONS USERS TO UNDERSTAND THESE RISKS BEFORE USING OR RELYING UPON ANYTHING IN THE INTERNET. MASTERFILES DOES NOT ENDORSE, WARRANT OR GUARANTEE THE CONTENT, PRODUCTS OR SERVICES DESCRIBED OR OFFERED IN THESE OTHER WEB SITES.
Some Services available through or in connection with the Web Sites require that you purchase a subscription or otherwise pay a fee. You shall be solely responsible for all charges, fees, duties, taxes, and assessments arising out of your use of the Web Sites and/or Services.
Fees for access and use of MasterFiles Web Sites depend upon the Web Site and Services ordered. The fees are exclusive of applicable taxes, surcharges, and other amounts due under federal, state, and local law, which you agree to pay MasterFiles in addition to any other fees or charges due under the Agreement.
Late payments will be subject to a charge of one and one-half percent (1.5%) per month, or the legal interest rate, whichever is higher, of the overdue balance until paid in full. If you notify MasterFiles in writing that you are terminating this Agreement, fees pre-paid by you to MasterFiles for MasterFiles Services will be credited back to your applicable credit card on a pro-rated basis (except to the extent such termination is due to your breach of this Agreement) within forty-five days after receipt of your notice of termination. MasterFiles is not required to refund directly to you any amounts paid hereunder. It is your responsibility to notify MasterFiles if your credit card has expired and to make changes or your Services may be disconnected or interrupted. MasterFiles reserves the right to modify the fees charged for the services, from time to time, effective upon publication. For a schedule of applicable fees, please go to pricing page of each service Reach411 or Probe360.
Where applicable, you hereby authorize MasterFiles to charge your credit card in advance of all applicable fees incurred by you or on your behalf in connection with your use of the services. Credit card charges will be billed to you monthly, based upon approval by the credit card provider and by MasterFiles. An initial billing of $60 will be established for each credit card customer. A balance below $10 will trigger a $60 charge to your credit card.
Approved corporate and government users may be billed monthly by invoice. Invoices are due thirty (30) days from the invoice date.
MasterFiles reserves the right to modify the fees charged for the services, from time to time, effective upon publication.
If you fail to pay fees or charges due hereunder or fail to carry out any other obligation under this Agreement, MasterFiles may, with or without notice, suspend access to or use of the services. You also agree that MasterFiles, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Services, for any reason, including, without limitation, for lack of use or if MasterFiles believes that you have violated or acted inconsistently with the letter or spirit of these Terms and Conditions of Use. MasterFiles also may in its sole discretion and at any time discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Web Sites or Services under any provision of these Terms and Conditions of Use may be effected without prior notice, and acknowledge and agree that MasterFiles may immediately deactivate or delete your account and all related information and files in your account and bar any further access to such files, the Web Sites or the Services. Further, you agree that (i) MasterFiles shall not be liable to you or any third-party for any termination of your access to the Web Sites or Services; and (ii) you will forfeit all in-kind credits or other amounts owing to you, if any, in connection with the use of any Service.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. YOUR USE OF THE WEB SITES AND SERVICES IS AT YOUR SOLE RISK. THE WEB SITES AND SERVICES, INCLUDING ALL CONTENT, PRODUCTS OR SOFTWARE, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. MASTERFILES EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AUTHORITY, COMPLETENESS, USEFULNESS AND TIMELINESS.
b. MASTERFILES MAKES NO WARRANTY THAT (i) THE WEB SITES OR SERVICES WILL MEET YOUR REQUIREMENTS; (ii) THE WEB SITES OR ANY SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS INFORMATION, OR DATA THAT MAY BE OBTAINED FROM THE USE OF THE WEB SITES OR ANY SERVICES WILL BE ACCURATE, RELIABLE, OR COMPLETE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, CONTENT OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEB SITES OR ANY SERVICES WILL MEET YOUR EXPECTATIONS; (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED; OR (vi) THAT THE WEB SITES OR ANY SERVICES WILL BE FREE FROM ANY VIRUSES OR DEFECTS.
c. ANY CONTENT, DATA OR OTHER MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEB SITES OR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MASTERFILES OR THROUGH OR FROM THE WEB SITE OR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT MASTERFILES AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, OFFICERS, DIRECTORS, PARTNERS OR EMPLOYEES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MASTERFILES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, IN CONNECTION WITH OR RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE WEB SITES OR SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR CONTENT OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEB SITES OR SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEB SITES OR IN THE SERVICES; OR (v) ANY OTHER MATTERS RELATING TO THE WEB SITES OR SERVICES.
In the United States, some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you also may have other legal rights that vary from state to state. Some states do not allow the limitation of liability, so the foregoing limitation may not apply to you. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE WEB SITES, SERVICES OR WITH ANY OF THESE TERMS AND CONDITIONS OF USE OR OTHER ADDITIONAL TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEB SITES AND SERVICES.
Depending on the type of Service you access and use, you may receive a password and account designation upon completing the registration process for the particular Service. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to: (i) immediately notify MasterFiles of any unauthorized use of your password or account or any other breach of security; and (ii) ensure that you exit from your account at the end of each session. You may not disclose or share your password to any third parties or use your password for any unauthorized purpose. MasterFiles cannot and will not be liable for any loss or damage arising from your failure to comply with this paragraph.
You agree to defend, indemnify and hold MasterFiles and its affiliates, directors, officers, agents, partners, suppliers, consultants and employees harmless from and against any and all claims, losses, liabilities, costs and expenses (including, without limitation, attorneys' fees) arising from your violation of any of these Terms and Conditions of Use or any third party rights, including, without limitation, invasion of any privacy right, rights of publicity, infringement or violation of any copyright, trademark, trade secret or any other proprietary rights.
MasterFiles® and Reach411® are registered trademarks.
The names of actual companies and products mentioned on the Web Sites may be the trademarks of their respective owners.
It is MasterFiles’ policy to comply with all intellectual property laws and, in appropriate circumstances, to terminate the accounts of users who infringe the intellectual property rights of others.
If you believe that your work has been infringed, please send a notice of copyright infringement to MasterFiles’ Designated Agent for Copyright Infringement containing the following information:
a. physical or electronic signature of the copyright owner or the person authorized to act on behalf of the copyright owner;
b. identification of the copyrighted work claimed to be infringed;
c. description of where the alleged infringements are located in the Services;
d. your name, address, telephone number, and email address;
e. A statement of good faith belief that the material is infringing;
f. A statement that the information in the notification is accurate and that the complaint is authorized by the copyright holder.
Please send notices of copyright infringement to MasterFiles’ Designated Agent for Copyright Infringement:
Ike Morton
Designated Agent for Copyright Infringement
MasterFiles, Inc.
16816 Dallas Parkway
Dallas, TX 75248-1919
Tel: 972-490-3282
Fax: 972-490-4116
Email: legal@masterfiles.com
Once proper notice has been received, MasterFiles may take the following action:
a. MasterFiles will remove or block access to infringing material; and
b. MasterFiles will notify the subscriber of the copyright infringement notification;
The subscriber may provide a counter notice that contains the following information:
a. physical or electronic signature of the subscriber;
b. identification of the material that has been removed or to which access has been disabled;
c. statement that the subscriber has a good faith belief that the material did not constitute copyright infringement;
d. subscriber’s name, address, telephone number, and email address; and
e. statement that the subscriber consents to jurisdiction in federal court.
If MasterFiles receives a counter notification, it will forward this notification to the original complaining party. If the complaining party does not respond to the counter notice by filing a lawsuit, MasterFiles will restore the material or access to the material within ten to fourteen days of the receipt of a counter notification.
Except as explicitly stated otherwise, any notices shall be given by email to support@masterfiles.com (in the case of MasterFiles) or to the email address you provide to MasterFiles during the registration process (in your case), or such other address as the party shall specify. Notice shall be deemed given twenty four hours after email is sent, unless the sending party is notified that the email address is invalid.
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to any choice of law principles that could result in the application of the laws of any other jurisdiction. You hereby agree to submit any and all disputes, differences, controversies or claims arising out of or relating to this Agreement, including, but not limited to, any question regarding its existence, validity, or termination, to binding arbitration in Texas in accordance with the Commercial Arbitration Rules of the American Arbitration Association, which rules are deemed to be incorporated by reference into this Agreement. The arbitration shall be conducted by a sole arbitrator. The arbitral award shall state the reasons upon which the award is based. Judgment upon any arbitral award may be entered and enforced in any court of competent jurisdiction.
You further agree that any cause of action arising out of or related to the Agreement or MasterFiles’ Web Sites that you may have against MasterFiles (including, its affiliates, directors, officers, agents, partners, suppliers, consultants and employees) must commence within six months after the cause of action arose; otherwise, your cause of action is permanently barred.
MasterFiles does not guarantee continuous, uninterrupted or secure access to the Web Sites or Services, and operation of the Web Sites or Services may be interfered with by numerous factors outside of MasterFiles’ control. MasterFiles shall not be liable for delays or failure to meet its obligations pursuant to this Agreement due to causes beyond MasterFiles’ reasonable control, but will use commercially reasonable steps to promptly recommence performance.
You and MasterFiles are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement. MasterFiles’ performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of MasterFiles’ right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Web Sites or any Service or information provided to or gathered by MasterFiles with respect to such use. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.
This Agreement and any contract for services entered into between MasterFiles and you constitute the entire agreement between the user and MasterFiles with respect to MasterFiles Web Sites and Services and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and MasterFiles with respect to MasterFiles Services. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
You hereby acknowledge that you have read the Agreement, understand it and agree to be bound by its terms and conditions.
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