NetProspex Terms of Use

The following terms of use ("Terms") represent a legal agreement ("Agreement") between you ("User") and NetProspex Inc. ("NetProspex") for the use of the service at the netprospex.com website ("Website"). 

This current version of this Agreement was created on 9/8/2006 and may change from time to time.  The User is responsible for reviewing the current version of this Agreement before using the system.

By clicking the "I Agree" button and by using the Website, the User acknowledges that it has read, understood, and agrees to be bound by these Terms and to comply with all applicable laws and regulations. 

Section 1 - Registered Users
The User is a registered user of the Website who represents and warrants that the information provided in the NetProspex registration form is true, accurate, current and complete, that the User is over 18 years of age and that said information in the registration form belongs to the User. User further agrees to maintain and update the Registration information to keep it true, accurate, current, and complete. If any information provided by User is untrue, inaccurate, not current, or incomplete, NetProspex has the right to terminate User's account and refuse User current or future use of the Website. 

Section 2 - Use of the NetProspex Service
User is granted a single-user, non-exclusive, non-assignable, non-transferable license to access and use the information in the Website.  User certifies that it will use the system and the information on the Website for legitimate business purposes related to sales and marketing activities and in a manner that complies with local, state and federal laws.  

User may not modify, copy, distribute, download for storage on a hard drive or any other storage media, display, publish, license, create derivative works from, transfer or sell any information or content contained on the Website, except that User may store, print or use information downloaded from the Website for User's own personal use for sales or marketing purposes. The information or content on this Website is licensed to User and there is no transfer of title of the information or content by NetProspex to User. Violation of this limitation on use shall result in immediate termination of access to the Website and grounds for legal action against the User.

NetProspex may, in its sole discretion, terminate or suspend User's access to all or part of the Website for any or no reason and with no prior notice to User.  User may terminate this Agreement at any time by terminating User's subscription in the "My Account" section of the Website or in writing using the contact information below. Sections 5, 9, 10, 11 and 14 shall survive termination or expiration of this Agreement.

Section 3 - Intellectual Property
All information published on the Website, is protected by copyright pursuant to U.S. and international copyright laws, and owned or controlled by NetProspex or its commercial partners and other users who gather and contribute their own proprietary data on sales prospects, collectively defined herein as the "Content". User shall abide by all U.S. and international copyright laws, additional copyright notices, information, or restrictions contained in any Content accessed through the Website. 

While NetProspex makes every effort to ensure the quality of the information on the Website, neither NetProspex nor its contributors assumes any responsibility regarding the accuracy of the information that is provided and use of such information is at User's own risk. By furnishing information, NetProspex does not grant any licenses to any copyrights, patents or any other intellectual property rights. 

Information on the Website may be changed or updated without notice. NetProspex may also make improvements and/or changes in the services available on the Website at any time without notice.

NetProspex may move or delete any information on the Website for any reason.  NetProspex shall not be responsible for any failure to remove, or delay in removing, harmful, inaccurate, unlawful, or otherwise objectionable information originating with or otherwise provided by third parties.

Section 4 - User Responsibilities 
In using the Website, User agrees not to:
i) contribute or transmit any information, Content, data, images, or other materials ("Material") that are unlawful, harmful, threatening, defamatory, vulgar, obscene, libelous or otherwise objectionable or that may invade another's right of privacy; or
ii) contribute or transmit any Material that infringes any intellectual property right, including but not limited to patent, trademark, service mark, trade secret, copyright or other proprietary rights of any third party. 
iii) impersonate any person or entity or falsely state or otherwise misrepresent User affiliation with a person or entity; 
iv) violate any law; 
v) violate or attempt to violate the security of the Website, including, without limitation: 
     a)	log in to a server or account that User is not authorized to access; 
     b)	attempt to test, scan, probe or hack the Website or any network used by the 
Website or to breach security; or
     c)	attempt to interfere with the Website by overloading, flooding, pinging, mail 
bombing or crashing it.
vi) reverse engineer, decompile or disassemble any portion of the Website. 
vii) use or attempt to use any spiders, robots or intelligent agents to navigate or search any portion of the Website to extract data or content.
viii) use the Website or any of the data obtained through the Website, specifically including, but not limited to, email addresses, to send email to any individual unless such email communication fully complies with all federal and state laws protecting said individual from unsolicited email.

Section 5 - User Content Contribution to NetProspex
User may contribute User originated Content to the Website in return for a payment as further set forth in Section 13.  User is the contributor of User Content to NetProspex who is the aggregator of such Content.  Provision of this Content is subject to the representations and warranties set forth below.

By contributing Content to NetProspex, User transfers to NetProspex all right, title and interest in and to that Content to NetProspex. User further agrees to indemnify and hold  harmless NetProspex, and all officers, directors, owners, agents, information providers, affiliates, licensors and licensees (collectively, the "Indemnified Parties" ) from and against any claims, actions, suits, damages, liability or costs, including, without limitation, reasonable attorneys' fees, arising out of the use, reproduction, display, transmission, performance or distribution of the Content and Materials.

NetProspex will utilize reasonable commercial efforts to protect the integrity of data contributed by User to the Website. However, NetProspex shall not be liable for any loss or damage resulting from total or partial loss of User data or from any corruption of User data. NetProspex recommends that User periodically back up User data onto media not associated with NetProspex. 

NetProspex's use of Content provided by the User is solely at the discretion of NetProspex.  NetProspex determines which Content to use based on the presence of similar data on the service and the accuracy of that data, determined by various proprietary methods.  NetProspex's decision as to which Content to use is final.  

User further understands and acknowledges that NetProspex, using proprietary methods for determining Content quality, will assign an accuracy rating to the User based on the results of NetProspex quality tests.  User consents to the assignment of an accuracy rating to the User.  A User may appeal such accuracy rating in writing. NetProspex may, in its sole discretion, determine whether to investigate any such appeal.  Any decision by NetProspex on accuracy ratings of User contributors is final.

User is solely responsible for the Content of any submission User makes to the Website. 

If User finds a prospect record that is not valid i.e. the person has left their company or cannot be reached via the contact information provided, the "Contest Record" tool allows User to inform NetProspex of the issue and NetProspex will immediately provide User account with a credit.  Periodically NetProspex checks the veracity of such contested records in order to avoid abuse of the system. Users who use the "Contest Record" feature who are found to consistently report false information may be barred from using the tool or limited to a volume of replacement records no greater than the average inaccuracy for the database as determined by NetProspex. Users are not allowed to contest records and gain credits for information that they have provided to the database themselves. Contesting a record is only allowed for a period of 3 months following the download of the record by the User.

NetProspex respects the intellectual property rights of others.  Please call our customer support at 888-826-4877 or send an e-mail to "admin@netprospex.com" to notify NetProspex of any suspected infringement of a third party's intellectual property rights.

Section 6 - Links to other sites
NetProspex contains links to other related Web sites.  NetProspex and its Content providers are not responsible for the availability of these sites, or their contents, and User should direct any concerns regarding any external link to the site administrators or Webmasters of such sites.

Section 7 - Legal requests by law enforcement or other parties
NetProspex may preserve and disclose Content or user information (including queries made) if required to do so by law or in the good faith belief that doing so is necessary to: (a) comply with legal process; (b) enforce these Terms, (c) respond to claims that any content violates the rights of third parties; (d) protect the rights, property, or personal safety of NetProspex, its users, or the public, (e) administer the Website, or (f) comply with the request of a User or a User's employer.

Section 8 - Website availability
NetProspex will utilize reasonable commercial efforts to provide availability to the Website at all times but it shall not be responsible for any disruption, regardless of length.  Furthermore, NetProspex shall not be liable for losses or damages User may incur due to any errors or omissions in any information or Content or any inaccurate interpretations of data or Content, or due to User's inability to access data or Content due to disruption of the Website.

Section 9 - Representations and Warranties 
User represents, warrants and covenants that no Materials of any kind submitted through User's account will (i) violate, plagiarize, or infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights; or (ii) contain libelous or otherwise unlawful material. User hereby agrees to indemnify and hold harmless the Indemnified Parties from and against any and all damages, liability and costs, including, without limitation, reasonable attorneys' fees, incurred by the Indemnified Parties in connection with any claim, action or suit arising out of any breach by User of this Agreement or any use of User's account or the foregoing representations, warranties and covenants. User shall cooperate as fully as reasonably required in the defense of any such claim. NetProspex reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by User.

Section 10 - Disclaimers and Limitations
USER ASSUMES ALL RESPONSIBILITY AND RISK FOR USER USE OF THE WEBSITE. THE WEBSITE AND THE MATERIALS MADE AVAILABLE ON IT ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NONINFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NETPROSPEX EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE MATERIALS ON THE WEBSITE SHALL BE UNINTERRUPTED OR ERROR FREE. NETPROSPEX DOES NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY MATERIALS USED OR DISCLOSED ON THE WEBSITE.

IN NO EVENT SHALL NETPROSPEX OR ITS COMMERCIAL LICENSOR PARTNERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH USER USE OF THE WEBSITE OR OF THE MATERIAL OR WITH THE DELAY OR INABILITY TO USE IT. NETPROSPEX'S LIABILITY FOR ANY DIRECT DAMAGES SHALL BE LIMITED TO THE AMOUNT OF FEES USER HAS PAID FOR THE USE OF THE WEBSITE FOR THE THEN-CURRENT PERIOD.  SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES AND THUS THE ABOVE LIMITATION MAY NOT APPLY TO USER. IF THIS LIMITATION OF LIABILITY OR THE EXCLUSION OF WARRANTY SET FORTH ABOVE IS HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, NETPROSPEX'S AND ITS COMMERCIAL LICENSOR PARTNERS'S MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES SHALL BE LIMITED TO $100. 

Section 11 - Mutual Indemnification
Each party agrees to indemnify and hold harmless the other party and, in the case of NetProspex, the Indemnified Parties, from and against any cost, loss or expense (including attorney's fees) resulting from any claims by third parties for loss, damage or injury allegedly caused by the actions, omissions or misrepresentations of the other party, its agents or employees provided that the indemnified party provides the indemnifying party with (a) prompt written notice of such claim or action, (b) sole control and authority over the defense or settlement of such claim or action and (c) proper and full information and reasonable assistance to defend and/or settle any such claim or action.

Section 12 - User Credit Card Payment
User will provide all information necessary to open a subscription account including for use of the service or free trial.  User authorizes NetProspex to share information with its partners for transaction processing as is necessary to process payments.  NetProspex will use commercially reasonable business practices to secure all personal and financial information.  User shall keep its credit card information up to date and will notify NetProspex of credit card loss, theft or unauthorized usage. User may change credit card information at any time.  

User may select the level of service and corresponding payment option.  User may change this option at any time by accessing and changing the options on the "My Account" page.  

The payment cycle is monthly and will begin on the date of registration and will renew on the monthly anniversary of such registration.  User's credit card will be charged on a recurring monthly basis as long as User's account remains active.  An account will be deemed inactive once the User has cancelled or terminated the service on the "My Account" page or if they have contacted NetProspex in writing at least 24 hours prior to the renewal date.  Such cancellation or termination shall be effective on the scheduled renewal date.

One free trial is offered for each new User.

Section 13 - User Contribution Fees
NetProspex will pay each User who contributes Content to the service (a "Contributor") a fee equal to 25% of all revenue received by NetProspex from sales of the contributed Content.  

NetProspex will provide any payments to Contributors on a monthly basis.  Contributors will be required to hold an active PayPal account to receive such payments.  No other payment form will be made available.  



NetProspex reserves the right to change the terms of this payment provision at its discretion, subject to thirty days prior notice.  

Section 14 - Miscellaneous
14A - Relationship.  User agree that no joint venture, partnership, employment or agency relationship exists between User and NetProspex as a result of this Agreement and/or User's use of the Website. 
14B - Entire Agreement.  These Terms represent the entire binding agreement between User and NetProspex, and each party's respective successors and assigns, and supersede any and all prior understandings, statements or representations, whether electronic, oral or written, regarding the Website or the information therein.  A printed version of this Agreement and of any notice given shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
14C - Modifications, Assignment and Waiver.  NetProspex shall have the right to modify these Terms at any time by posting them on the Website and providing notice on the Website that they have been changed.  Changes will be binding on User on the date they are posted on the Website (or as otherwise stated in any notice to User of such changes). A link will be provided to the current Terms, and NetProspex recommends that User review the details of any such changes as they are binding on User regarding future use of the Website.  Any use of the Website will be considered acceptance by User of the then-current Terms.  If, at any time, User finds the Terms unacceptable and does not agree to such Terms, User may terminate use of the Website.  Any new or different terms supplied by User are specifically rejected by NetProspex.  NetProspex may assign this Agreement at its discretion. User may not assign any part of this Agreement without NetProspex's prior written consent. No waiver of any obligation or right of either party shall be effective unless in writing, executed by the party against whom it is being enforced. 
14D - Jurisdiction.  This Agreement shall be governed by the applicable Massachusetts and federal laws, without regard to its conflict of laws rules, and User hereby gives consent to have any action or dispute between User and NetProspex resolved exclusively within the jurisdiction of the state and federal courts located in the Commonwealth of Massachusetts. Use of the Website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. 
14E - Equitable Relief.  User understands and agrees that, in addition to money damages, NetProspex shall be entitled to equitable relief where appropriate upon User's breach of any portion of this Agreement.
14F - Severability.  The Terms are severable and may be construed to the extent of their enforceability in light of the parties' mutual intent. 
14G - Force Majeure.  If the performance by NetProspex of this Agreement or any obligations hereunder is prevented or interfered with by reason of fire or other casualty or accident, strikes or labor disputes, war or other violence, any law, proclamation, regulation, or requirement of any government agency, or any other act or condition beyond the reasonable control of NetProspex, NetProspex upon giving prompt notice to the User shall be excused from its performance during such occurrence.
14H - Legal Expenses.  The prevailing party in any legal action brought by one party against the other that arises out of this Agreement shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its legal expenses, including court costs and reasonable attorneys' fees.
14I - Titles and Subtitles.  The titles and subtitles in this Agreement are used for convenience only and are not to be considered in construing it.
14J - Notices and Other Communications.  Notices required or permitted hereunder that are intended for the User personally and not for all users of the Website shall be made to the User at the most recent email address on file with NetProspex, or shall be made to NetProspex by email to "admin@netprospex.com" or in writing to NetProspex Inc., Attn: Admin & Legal, 42 Weston Street, Waltham MA 02453.

Effective September 8, 2006