GENERAL TERMS AND CONDITIONS FOR USE OF ALL HAZARD CONSORTIUM's (AHC’s) SISENet DATA AND SERVICES
 
Last Updated on May 11th, 2020
TERMS & CONDITIONS

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 All Hazards Consortium Inc. ("AHC"), which data or services are referred to collectively as the "Data."

1. Ownership.

(a) The term "SISENet Property" means all programs, files, systems, documentation, information, content, graphics, page layouts, site designs, user interfaces utilized or provided by the AHC, work product produced by the AHC, and derivate works of any of the foregoing, including, without limitation, the website or websites made available to you by the AHC, 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 the AHC may develop, use or rely upon in providing the Data to you.

(b) All AHC Property shall be and will remain the property of AHC.

(c) As between you and AHC, the AHC shall be the sole and exclusive owner of all patents, copyrights, trademarks, trade secrets and other intellectual property rights in and to the AHC Property and the Data.

2. Limited License.

Upon your execution of the Agreement and the payment of all amounts due the AHC, you are granted a personal, nontransferable and nonexclusive license to use the Data solely for your disaster recovery efforts. in strict accordance with the terms of the Agreement. Upon expiration or termination of the Agreement, you shall discontinue use of the Data. 

3. Limitations on Use.

(a) Unless specifically authorized in advance and in writing by AHC, 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 use the Data for consumer credit purposes, underwriting consumer insurance, employment purposes, tenant screening purposes, or for any other purpose not expressly authorized by the Agreement. 

(d) For customers in the United States, You will not use the Data for any purpose covered by the Fair Credit Reporting Act. 

4. Confidentiality.

Each party may receive from the other party information that relates to the other party's business, research, development or trade secrets, including but not limited to data, mailing lists, and marketing plans ("Confidential Information"). Confidential Information shall also include the terms of this Agreement; including, but not limited to, pricing. Each party agrees to use at least the same degree of care, but not less than reasonable care, to prevent disclosing to other persons the Confidential Information of the other party. Each party further agrees not to disclose or permit any other person or entity access to the other party's Confidential Information, except such disclosure or access shall be permitted to an employee, agent, representative or independent contractor of such party requiring access in order to perform his or her employment or services as they relate to the Products provided herein. Each party shall insure that its employees, agents, representatives, and independent contractors are advised of the confidential nature of the Confidential Information and are precluded from taking any action prohibited under this Section. A party shall immediately notify the other party in writing of all circumstances surrounding any possession, use or knowledge of Confidential Information by any person or entity other than those authorized by this Agreement. Confidential Information shall not include, information of the other party which (i) the receiving party rightfully possessed before it received such information from the other party; (ii) subsequently becomes publicly available through no fault of the receiving party; (iii) is subsequently furnished to the receiving party by a third party without restrictions on disclosure; or (iv) is required to be disclosed by law, provided that the receiving party will use reasonable efforts to notify the other party prior to disclosure. Upon the expiration or termination of this Agreement, each party shall, upon request of the other party, return or destroy all Confidential Information of the other party. In the case of destruction, the receiving party shall certify such destruction to the disclosing party within thirty (30) days following request for such certification. Both parties acknowledge that, if a party breaches (or attempts or threatens to breach) its obligations under this Section, the non-breaching party will suffer irreparable harm. Accordingly, the parties agree that the non-breaching party shall be entitled to injunctive relief against the breaching party, its officers or employees and such other rights and remedies to which the non-breaching party may be entitled to at law, in equity or under this Agreement for any violation of this Section. 

5. Your Responsibilities; Use of Email Data; Review and Audit by the AHC.

For Customer Operations in the United States:

(a) Your use of the Data will comply with all applicable federal, state, local and foreign laws, statues, 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 will use your best efforts to comply with the DMA's guidelines.

(b) Your use of any United States email Data will comply with all applicable Laws, including the CAN-SPAM Act, COPPA, and any State Registry laws.

(c) The AHC shall retain all right, title and interest in and to the Data and all intellectual property contained therein. AHC reserves the right, but is not obligated, to monitor your compliance with the terms of this Agreement which may, without limitation, include using a combination of control methods including implantation of decoy information. Upon expiration or termination of this Agreement, or any license granted herein, you shall immediately discontinue use of the Data and to permanently delete or return all copies of licensed Data, except as expressly provided herein. In the event you fail to fully comply with the foregoing obligations, you shall pay to the AHC, as liquidated damages and not a penalty, an amount equal to one-twelfth of the total fees charged under this Agreement for each month of your noncompliance.

(d) By your access to any Data, you acknowledge and agree that the AHC may, during the term of this Agreement and for a period of two (2) years following the termination of this Agreement, audit you for the sole purpose of examining and verifying that you have complied with the terms of this Agreement. 

6. Disclaimer of Warranties; Limited Warranty. 

THE DATA IS PROVIDED ON A STRICTLY "AS IS" BASIS. The AHC DOES NOT ASSURE OR WARRANT THE CORRECTNESS, COMPREHENSIVENESS COMPLETENESS OF THE DATA AND, EXCEPT AS PROVIDED IN THE NEXT SENTENCE, AHC DISCLAIMS ANY AND ALL WARRANTIES OF ANY NATURE, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU HAVE 14 DAYS FROM YOUR RECEIPT OF THE DATA TO INSPECT IT AND NOTIFY the AHC OF ANY PROBLEMS MISTAKES IN THE DATA AND IF YOU SO NOTIFY the AHC WITHIN THAT 14-DAY PERIOD, THE PROB OR MISTAKE WILL BE CORRECTED AT NO ADDITIONAL CHARGE TO YOU.

7. Limitation of Liability.

The AHC 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 the AHC to comply with the terms of the Agreement, whether or not any such damages were foreseeable or whether AHC was advised of the possibility of such damages. The AHC maximum liability under this Agreement will not exceed the amount you paid the AHC under the Agreement within the 12 months preceding the event which gave rise to the AHC’s liability. 

8. Your Indemnification of the AHC. 

You shall indemnify, defend and hold harmless the AHC, directors, officers, employees, independent contractors and agents against any claim, demand, loss, liability, damage, injury cost or expense (including attorneys' fees and legal costs) which arises, directly or indirectly, out of your act or omission with respect to the Data or any violation of the Agreement or any violation of Laws.

9. Interruption of Service. 

You acknowledge that, given the technical nature of resources AHC requires to provide the Data to you, temporary interruptions may occur in the provision of Data and that any such interruptions shall not result in the AHC having any liability to you or others and shall not suspend or eliminate your payment obligations to AHC or provide you with any refund rights for amounts previously paid to the AHC.

10. 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 AHC, whether by operation of law or otherwise, and any attempt to do so shall be void. 

11. Additional Remedy of Termination.

In addition to all other legal rights and remedies available to the AHC for any apparent, threatened or actual breach or violation of the Agreement by you, AHC has the right to terminate the Agreement and demand immediate return or destruction of the Data at any time if AHC believes you are not complying in full with the Agreement.

12. Governing Law; Jurisdiction.

(a) For Customer Operations in the United States: The Agreement shall be governed by and construed under the laws of the State of Nebraska, without regard for the principles of conflicts of law of that State or any other state. Any litigation or other dispute relating to or arising under the Agreement shall only be brought in the state or federal courts located in Douglas County, Nebraska 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. 

(b) For Customer Operations in Canada: The Agreement shall be governed by and construed under the laws of the Province of Ontario, Canada without regard for the principles of conflicts of law. Any litigation or other dispute relating to or arising under the Agreement shall only be brought in the courts located in Province of Ontario, Canada 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.

13. Interest on Unpaid Amounts.

There will be interest charges on any amounts which you fail to pay when due at the rate of 1.5% a month, or such lower rate as may be equal to the maximum rate allowed by applicable law, on the unpaid amount.

14. Entire Agreement; Amendment or Waiver.

The Agreement contains the entire understanding between you and the AHC and supersedes any prior understandings or agreements, oral or written, relating to the subject matter of the Agreement. The Agreement may only be amended by a document signed by you and the AHC. No waiver of any breach of the Agreement shall be deemed a waiver of a future breach, whether of a similar or different nature, and no waiver shall be effective unless in writing signed by the waiving party. 

15. Execution; Counterparts.

The Agreement may be executed in its original, by facsimile or in electronically transmitted portable document format and it may be executed in any number of counterparts, each of which shall be deemed an original of the same document.
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