The term “uneq.co.uk Property” includes all programs, files, systems, documentation, information, content, graphics, page layouts, site designs, user interfaces utilized or provided by uneq.co.uk, work product produced by uneq.co.uk, and derivative works of any of the foregoing. This encompasses the website or websites made available to you by uneq.co.uk, any HTML programming performed to provide you with Data, and any other special programs, functionalities, interfaces, and work product, ideas, concepts, or techniques developed, used, or relied upon by uneq.co.uk to provide the Data to you. All uneq.co.uk Property shall remain the exclusive property of uneq.co.uk. As between you and uneq.co.uk, uneq.co.uk shall be the sole and exclusive owner of all patents, copyrights, trademarks, trade secrets, and other intellectual property rights in and to the uneq.co.uk Property and the Data.
Upon your acceptance of the Agreement and the payment of all amounts due to uneq.co.uk, you are granted a personal, non-transferable, and non-exclusive license to use the Data solely for your direct marketing, market research, and customer prospecting purposes, strictly in accordance with the terms of the Agreement. Upon expiration or termination of the Agreement, you must discontinue the use of the Data and, as requested by uneq.co.uk, either return the Data to uneq.co.uk without retaining any copies, notes, or other information thereon, or provide a certificate, executed by you and satisfactory to uneq.co.uk, stating that the Data has been destroyed in a manner that renders it permanently unreadable and unrecoverable.
LIMITATIONS ON USE
Unless expressly authorized in advance and in writing by uneq.co.uk, you may not share, sell, transfer, or otherwise make the Data available to any third party, and you must make best efforts to prevent the misuse or unauthorized use of the Data by any third party. You are prohibited from naming or referring to uneq.co.uk or your use of the Data in any of your advertisements, promotional materials, or marketing materials. The Data may not be used for consumer credit purposes, underwriting consumer insurance, employment purposes, tenant screening purposes, or any other purpose covered by the federal Fair Credit Reporting Act or for any other purpose not expressly authorized by the Agreement.
YOUR RESPONSIBILITIES; USE OF EMAIL DATA; REVIEW AND AUDIT BY [COMPANY]
Your use of the Data must comply with all applicable federal, state, local, and foreign laws, statutes, rules, and regulations (“Laws”), including Laws regarding telemarketing, email, and facsimile marketing, customer solicitation, and all applicable guidelines of the Direct Marketing Association (“DMA”). If you are not a member of the DMA, you must make best efforts to comply with the DMA’s guidelines. Your use of any email Data must comply with all applicable laws, including the CAN-SPAM Act, COPPA, and any State Registry laws. uneq.co.uk reserves the right to review your use of the Data to ensure compliance with this Agreement. Failure of uneq.co.uk to review such use shall not constitute acceptance of such use or waive any of uneq.co.uk’s rights hereunder or limit any of your obligations with respect to the Data. At any time upon at least 3 days’ notice, uneq.co.uk may audit your records to determine whether you are in compliance with this Agreement, and you will make available to uneq.co.uk or its representatives all records necessary for the conduct of such an audit.
DISCLAIMER OF WARRANTIES; LIMITED WARRANTY
The Data is provided on an “as is” basis. uneq.co.uk does not guarantee or warrant the correctness, comprehensiveness, or completeness of the Data. Except as provided in the next sentence, uneq.co.uk 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 uneq.co.uk of any problems or mistakes in the Data. If you notify uneq.co.uk 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, uneq.co.uk shall not be liable for any claim, demand, loss, liability, damage, injuries, cost, or expense, whether general, direct, special, incidental, consequential, or other damage caused in whole or in part, directly or indirectly, by any use of the Data or any alleged or actual failure by uneq.co.uk to comply with the terms of the Agreement, whether or not any such damages were foreseeable or whether uneq.co.uk was advised of the possibility of such damages. uneq.co.uk’s maximum liability under the last sentence of Section 5 shall not exceed the amount you paid uneq.co.uk under the Agreement within the 12 months preceding the event that gave rise to uneq.co.uk’s liability.
YOUR INDEMNIFICATION OF [COMPANY]
You shall indemnify, defend, and hold harmless uneq.co.uk, its stockholders, directors, officers, employees, independent contractors, and agents against any claim, demand, loss, liability, damage, injury, cost, or expense, including attorneys’ fees and legal costs, arising directly or indirectly from your act or omission with respect to the Data or any violation of the Agreement or any violation of Laws.
INTERRUPTION OF SERVICE
You acknowledge that temporary interruptions may occur in the provision of Data due to the technical nature of resources uneq.co.uk requires to provide the Data to you. Such interruptions shall not result in uneq.co.uk having any liability to you or others, and they shall not suspend or eliminate your payment obligations to uneq.co.uk or provide you with any refund rights for amounts previously paid to uneq.co.uk.
NO ASSIGNMENT BY YOU
You may not assign your rights or obligations under the Agreement to any other person or entity without the prior written consent of uneq.co.uk, and any attempt to do so shall be void.
ADDITIONAL REMEDY OF TERMINATION
In addition to all other legal rights and remedies available to uneq.co.uk for any apparent, threatened, or actual breach or violation of the Agreement by you, uneq.co.uk has the right to terminate the Agreement and demand the immediate return or destruction of the Data at any time if uneq.co.uk believes you are not complying fully with the Agreement.
GOVERNING LAW; JURISDICTION
The Agreement shall be governed by and construed under the laws of England and Wales, without regard to the principles of conflicts of law of that jurisdiction. Any litigation or other dispute relating to or arising under the Agreement shall only be brought in the courts of England and Wales, and you agree to submit to the exclusive jurisdiction of those courts and waive any objections to the venue of any such proceeding in those courts.
PAYMENT FOR NON-INVOICED PRODUCTS
Payment: By agreeing to these terms, you commit to paying uneq.co.uk a fee in accordance with the fees, charges, and billing terms that are in effect at the time a fee or charge becomes due and payable. All fees charged are nonrefundable. For subscription products, the subscription term will be effective for the agreed-upon period, after which it will automatically renew for the specified renewal period (if any) at the prevailing subscription price.
Recurring Billing: Your acceptance of these terms serves as your authorization for uneq.co.uk to automatically charge the credit/debit card provided by you. For subscription products, uneq.co.uk will continue charging the credit/debit card at the agreed-upon intervals during the subscription term. You undertake to provide uneq.co.uk with complete and accurate billing and contact information, and you agree to update this information within thirty (30) days of any changes to the billing information. Failure of the recurring payment process does not exempt you from your payment obligations.
Interest Charges: In case of any amounts that remain unpaid when due, interest charges will apply at the rate of 1.5% per month or such lower rate as may be equal to the maximum rate allowed by applicable law, on the unpaid amount.
ENTIRE AGREEMENT; AMENDMENT OR WAIVER
Entire Agreement: The Agreement embodies the complete understanding between you and uneq.co.uk, superseding any prior understandings or agreements, whether oral or written, related to the subject matter of the Agreement.
Amendment or Waiver: Any modifications to the Agreement must be made through a document signed by both parties, you and uneq.co.uk. No waiver of any breach of the Agreement shall be considered as a waiver of any future breach, whether similar or different in nature. Additionally, any waiver will be effective only if made in writing and signed by the party granting the waiver.
Execution: The Agreement may be executed in its original form, via facsimile, or electronically transmitted in a portable document format (PDF).
Counterparts: The Agreement may be executed in any number of counterparts, each of which shall be deemed an original and together shall constitute one and the same document.