Terms of Service
Welcome to the ELEVATE Market Access Tool - Single & Multi Access (hereinafter "ELEVATE Europe Ltd." Or "Us"). ELEVATE Europe Ltd. will provide their goods and services to You subject to the following terms and conditions. Please read this information carefully before placing any orders. By placing an order with ELEVATE Europe Ltd., You agree and are bound by the following Terms of Sales and Service (Agreement):
1. PURCHASED SERVICES
1.1. Provision of Purchased Services. We shall make the Purchased Services available to You pursuant to this Agreement and the relevant Order Forms/Order Email. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.
1.2. Purchased Services. Unless otherwise specified in the applicable Order Form/Order Email, (i) Services are purchased as snapshots of the data and are valid for one snapshot only for Single Access and three snapshots only for Multi Access at 3 month intervals for the selected geographical region(s).
1.3. Downloads. We grant a non-transferable and non-exclusive license to You for the use of the Purchased Services. You agree not to sell, publish, disclose or otherwise transfer or distribute Product or data related thereto, in whole or in part, or sublicense its rights under this Agreement to any other party.
1.3. Your Responsibilities. You shall (i) be responsible for Users’ compliance with this Agreement, (ii) prevent access to or use of the Purchased Services or data derived there from to any person or entity other than a User, and notify Us promptly of any such unauthorized access or use, (iii) use the Services only in accordance with the applicable laws and government regulations, and (iv) upon termination, expiration, or default of the Agreement to cease and have Users cease all further use of the Purchased Services and destroy all printed or electronic copies of the Purchased Services; either to return to Us or destroy the original and any copies of documentation provided; and to certify to Us that it has been done. You shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) interfere with or disrupt the integrity or performance of the Services or data contained therein, or (d) attempt to gain unauthorized access to the Services or their related systems or networks.
2. FEES AND PAYMENT FOR PURCHASED SERVICES
2.1. Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit for all Services listed in the Order Form/Order Email for the goods or services. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form/Order Email. If the Order Form/Order Email specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due from the invoice date. You are responsible for keeping Us updated with a complete and accurate billing and contact information.
2.2. Taxes. Unless otherwise stated, Our Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against it based on Our income, property and employees.
3. PROPRIETARY RIGHTS
3.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Product, the Services and the data related thereto, including all related intellectual property rights, and any upgrades or additions thereto. No rights are granted to You hereunder other than as expressly set forth herein.
3.2. Restrictions. You shall not (i) permit any third party to access the Services except as permitted herein or in an Order Form, (ii) create derivate works based on the Services, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.
3.3. Proprietary Rights. You acknowledge and agree that all proprietary rights in the Purchased Services and the data are and shall remain the sole property of Us and Our third-party licensors. You acknowledge that the Purchased Services, the data and all copies thereof were compiled, prepared, selected and arranged by Us and its licensor through the expenditure of substantial time, effort and money and that they constitute valuable property of Ours and Our licensors. We retain full rights to the application, licensing, and data, which may not be published or distributed in any form without Our express written consent.4. WARRANTIES AND DISCLAIMERS
4.1. Our Warranties. With regard to the Purchased Services, We only warrant that we will employ our best efforts (i) to provide accurate and complete data with regard to the Purchased Services and (ii) maintain contact data once per month (iii) investigate any contact inaccuracies for a period of one month from the date of supply. For any breach of either such warranty, Your exclusive remedy shall be as provided in Section 8.3 (Termination for Cause) and Section 8.4 (Refund or Payment upon Termination) below.
4.2. Mutual Warranties. Each party represents and warrants that (i) it has the legal power to enter into this Agreement, and (ii) it will not transmit to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party).
4.3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN ELEVATE DOES NOT MAKE ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE PURCHASED SERVICES, DATA, AND ANY DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THE PORTION OF DATA THAT HAS BEEN OBTAINED FROM PUBLIC SOURCES IS BELIEVED TO BE RELIABLE BUT MAY NOT NECESSARILY BE COMPLETE, NOR DO WE GUARANTEE THE ACCURACY OR COMPLETENESS OF THE DATA. ELEVATE EUROPE LTD. IS NOT RESPONSIBLE FOR DAMAGES INCURRED BY THE INCLUSION OF SPAM TRAPS IN ANY DATABASE SOLD, DELIVERED TO, OR LEASED UNDER THIS AGREEMENT. ELEVATE EUROPE LTD. SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF ANY SERVICE OFFERED BY ELEVATE EUROPE LTD. IS AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ELEVATE EUROPE LTD. OR THROUGH ANY SERVICE OFFERED BY ELEVATE EUROPE LTD. SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
5. LIMITATION OF LIABILITY
5.1. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 4 (FEES AND PAYMENT FOR PURCHASED SERVICES).
NOTWITHSTANDING THE FOREGOING, THE CLIENT’S LIABILITY SHALL NOT BE LIMITED IN THE EVENT OF BREACH OF ITS OBLIGATION NOT TO USE THE PURCHASED SERVICES OR DATA RELATED THERETO IN ORDER TO COMPETE WITH ELEVATE, OR NOT TO PROVIDE SUCH DATA TO ELEVATE’S COMPETITORS.
FURTHERMORE, SUCH LIMITATION OF LIABILITY SHALL NOT APPLY IN THE EVENT THAT THE CLIENT PERMITS THE USE OF THE PURCHASED SERVICES BY PERSONS OTHER THAN DETAILED IN THE ORDER FORM/ORDER EMAIL.
5.2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
NOTWITHSTANDING THE FOREGOING, CONSEQUENTIAL AND INDIRECT DAMAGES AND CLAIMS FOR LOSS OF PROFIT SHALL NOT BE EXCLUDED NOR BARRED IN THE EVENT OF THE CLIENT’S BREACH OF ITS OBLIGATION NOT TO USE THE PURCHASED SERVICES OR DATA RELATED THERETO IN ORDER TO COMPETE WITH ELEVATE, OR NOT TO PROVIDE SUCH DATA TO ELEVATE’S COMPETITORS.
5.3 Anti-Spam Laws and Indemnity. You acknowledge and agree that You are to use the data derived from the Purchased Services in a manner consistent with any and applicable laws, including laws which are intended to prohibit unauthorized mass mailing or emailing (referred to as “Spam”) or unauthorized sales and marketing telephone calls. You further acknowledge that You will defend and hold Us harmless, without any limitation, from any claim or suit related to Your use of data that you acquire through the Purchased Services.
6. TERM & TERMINATION
6.1. Term of Agreement. This Agreement commences on the date You execute it and continues until all Snapshots granted in accordance with this Agreement have expired, as set forth in the Order Forms/Order Email, or been terminated pursuant to this Agreement.
6.2. Term of Purchased User Subscriptions. Purchased Services commence on the start date specified in the applicable Order Form/Email Form and continue for the subscription term specified therein.
6.3. Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; provided that no such cure or prior notice period shall apply in the event of breach of Client’s obligation not to provide the Product, the Purchased Services or data related thereto to ELEVATE’s competitors, or use it in order to compete with ELEVATE or (ii) immediately by mere notice if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
Furthermore, We may terminate this Agreement at any time, at Our sole discretion and without cause, by providing 30 days prior written notice to that effect, in which case We shall have no liability to You except for the return of any pre-paid portion of the Fees which correspond to the remaining period of the Term.
6.4. Refund Policy. Due to the nature of our product, You agree and acknowledge that ELEVATE Europe Ltd. maintains a no refund policy on all products and services offered. If You are dissatisfied with any product or service offered by ELEVATE Europe Ltd. Your exclusive remedy is to discontinue use of the service without refund of any kind whatsoever.
6.5. Surviving Provisions. Section 2 (Fees and Payment for Purchased Services), 3 (Proprietary Rights), 4.3 (Disclaimer), 5 (Limitation of Liability), 6.4 (Refund or Payment upon Termination), 9 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction) and 10 (General Provisions) shall survive any termination or expiration of this Agreement.
You agree to indemnify, defend, and hold harmless ELEVATE Europe Ltd., its parents, subsidiaries, affiliates, officers, directors, employees, agents, and suppliers, and their respective affiliates, officers, directors, employees, and agents, from any claim, action, demand, or damage, including reasonable attorney's fees, made by any third party or governmental agency arising out of or related to Your use of any service offered by ELEVATE Europe Ltd. or Your violation of this Agreement, including without limitation, claims or suits for libel, violation of rights of privacy or publicity, interference with property rights, trespass, copyright infringement, trademark infringement, patent infringement or plagiarism. ELEVATE Europe Ltd. may, at its sole discretion, assume the exclusive defense and control of any matter subject to indemnification by You. The assumption of such defense or control by ELEVATE Europe Ltd., however, shall not excuse any of Your indemnity obligations.
8. FORCE MAJEURE.
Neither party shall be liable for delays or nonperformance of this Agreement caused by strike, fire or accidents, nor shall either party be liable for delay or nonperformance caused by lack of availability of materials, fuel or utilities or for any other cause beyond its control.
9. WHO YOU ARE CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION
9.1. General. You are contracting with ELEVATE Europe Ltd. Any notices should be addressed to: Head of Customer Service – firstname.lastname@example.org
9.2 Applicable Law and Jurisdiction. English law is the law which applies to this Agreement and the parties irrevocably agree that this Agreement shall be subject to the exclusive jurisdiction of the English. Notwithstanding the above, ELEVATE may seek injunctive relief against the Client in any jurisdiction where the Client is incorporated or conducts its business.
9.3. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) (ii) the second business day after sending by confirmed facsimile, or (iii) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Notices to You shall be addressed to the relevant contact designated by You.
9.4. Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
10. GENERAL PROVISIONS
10.1. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
10.2. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
10.3. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
10.4. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
10.5. Attorney Fees. You shall pay on demand all of Our reasonable attorney Fees and other costs incurred by Us to collect any Fees or charges due to Us under this Agreement following Your breach of Section 2.1 (Invoicing and Payment).
10.6. Assignment. You may not assign any of Your rights or obligations hereunder, whether by operation of law or otherwise, without Our prior written consent, which shall not be unreasonably withheld. ELEVATE shall not require Your approval for the assignment of this Agreement or any rights derived from it, but shall give You notice of the assignment once it is perfected.
10.7. Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
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