• Terms and Conditions

    Last Modified: November 1, 2017

     

    Dododata LLC d/b/a Audantic, a Washington limited liability company (the “Company”, “we”, “us” and their derivatives), is proud to offer the website located at www.audantic.com and its subdomains (the “Website”), the Predictive Modeling Service (the “Predictive Modeling Service”), and the FlipIntel service (“FlipIntel”, and, with the Predictive Modeling Service, the “Data and Analytics Services”, and, with the Predictive Modeling Service and the Website, the “Services”).

     

    The following Terms and Conditions (these “Terms”) are divided into two sections and apply to your use of the Services, as applicable: (1) the Data and Analytics Services-Specific Terms and Conditions (the “Data Services Terms”) and (2) the General Terms and Conditions (the “General Terms”). The Data Services Terms apply to your use of the Predictive Modeling Service and/or FlipIntel. The Data Services Terms become effective when you execute any Order Form (discussed below) and terminate upon the termination of the last Order Form you have entered into with us in accordance with the terms thereof. The General Terms of Service apply to your use of any or all of the Services. By using any of the Services, including the Website, you accept and agree to be bound and abide by these General Terms and our Privacy Policy, available at www.audantic.com/privacy-policy, which is incorporated into these Terms by reference (the “Privacy Policy”). If you do not agree with the Data Services Terms, do not execute an Order Form with us. If you do not agree with the General Terms, do not use any of the Services.

     

    The Services are offered and available to users who are 18 years of age or older and reside in the United States or any of its territories or possessions. By using any of the Services, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.

     

    Data and Analytics Services-Specific Terms and Conditions

     

    Order Forms

    Purchases of Data and Analytics Services are made pursuant to a written instrument (“Order Forms” and each an “Order Form”) accepted and agreed to by you and the Company. Order Forms may be in any form that is acceptable to us and may be made available to you through the Website, among other channels. Your use of the Data and Analytics Services is subject to these Data Services Terms, the General Terms, and the terms of each applicable Order Form between you and the Company. Inconsistencies between the General Terms, the Data Services Terms and the terms of any Order Form will be resolved in accordance with the section entitled “Order of Precedence” below.

     

    Grant of License to Data Sets

    If you purchase access to the Predictive Modeling Service or FlipIntel pursuant to the terms of an Order Form, you will be granted a revocable, non-sublicensable, non-assignable, non-transferable, fee-bearing, non-exclusive, limited license to the compilations of demographic information, public record real property information, statistical information (whether generated by us or government or other third-party sources), analytic and intelligence information, and other data and information that we provide to you as defined and described in the applicable Order Form, in accordance with the terms, duration, usage restrictions, and limited territory stated in the applicable Order Form(s), solely for use in connection with your internal business purposes and subject to these Terms (“Data Sets” and each a “Data Set”). We agree to provide you with access to the Data Set(s) in accordance with the terms of any applicable Order Form(s). In the event that an applicable Order Form does not state the term of your license to use a given Data Set or the duration for which we shall provide you access to such Data Set, the term will be deemed to be one (1) year from the effective date of the applicable Order Form. Additionally, such Order Form will automatically renew for up to two (2) additional successive one (1)-year terms, unless earlier terminated pursuant to the applicable Order Form's express provisions, or either party gives the other party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term. You understand and agree that the Data Sets are owned by us or are made available pursuant to a third-party license and may contain publicly available information.

     

    Prohibited Uses of Data Sets and Information Contained Therein

    You may not do any of the following:

    • Disclose, deliver, disseminate, reproduce or publish any portion of any Data Set in any manner;
    • Sublicense, resell, relicense or redistribute any Data Set in whole or in part;
    • Use any Data Set or any portion of any Data Set to create, develop, enhance, or structure any database, or to create models, analytics, derivative products or other derivative works for resale or external distribution;
    • Disassemble, decompile, or reverse engineer any portion of any Data Set;
    • Allow access to any Data Set or any information contained therein through any servers located outside your operations or facilities; provided that, your employees and third-party service providers may use any Data Set for which you have obtained a valid license in accordance with these terms and any applicable Order Form(s) remotely via VPN connections in connection with the performance of their duties to you;
    • Exceed the usage restrictions with respect to a given Data Set stated in the applicable Order Form;
    • Use the Data Set in any way that infringes our or any other third party’s copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy;
    • Use any Data Set or any information contained therein in a manner which violates any law, statute, ordinance, or governmental regulation (including without limitation the laws and regulations governing unfair competition, anti-discrimination or false advertising);
    • Publish or publicly disclose the results of any comparison of any Data Set or any portion thereof to data or information acquired by you or any third party or selectively extract data elements from any Data Set for any purpose other than for your internal business purposes;
    • Broadcast or otherwise make public the name, address or other information regarding any person whose personally identifiable information is contained in any Data Set, unless such person provides written authorization to do so;
    • Provide any person or entity with access to consumer information contained in a Data Set that does not have a “need to know” such information in connection with your business and that is not obligated to acknowledge consumer’s rights to privacy and adhere to fair information practices.
    • Use a Data Set or any information contained therein: (1) as a factor in establishing any individual’s eligibility for credit or insurance; (2) in evaluating any individual for employment purposes; (3) in connection with a determination of any individual’s eligibility for a license or other benefit granted by a governmental authority; or (4) in any other manner that would cause such use of the information contained in any Data Set to be construed as a consumer report by any authority having jurisdiction over any of the parties.

    Confidentiality

    You may not use Confidential Information (defined below), except as expressly permitted herein. You may not disclose Confidential Information to any third party without the Company’s prior written consent and will exercise reasonable care to prevent unauthorized disclosure of Confidential Information. Notwithstanding the foregoing, you may disclose Confidential Information as required by applicable law or by proper legal or governmental authority; provided that you will give us prompt notice of any such legal or governmental demand and reasonably cooperate with Company in any effort to seek a protective order or otherwise to contest such required disclosure, at Company’s expense. These Terms do not transfer ownership of Confidential Information or, except as otherwise expressly provided herein, grant a license thereto. Company will retain all right, title, and interest in and to all Confidential Information.

     

    Confidential Information” refers to the following:

    • Any Company document marked “confidential” or otherwise marked as sensitive;
    • Any other information Company provides to you and orally designates “confidential,” provided Company confirms such designation in writing within five (5) business days; and
    • Any sensitive, nonpublic information that you know or reasonably should know based on the circumstances of its disclosure to be confidential.

    Notwithstanding the foregoing, Confidential Information does not include information that:

    • Is in your possession at the time of disclosure;
    • Is independently developed by you without use of or reference to Confidential Information;
    • Becomes known publicly, before or after disclosure, other than as a result of your improper action or inaction; or
    • Is approved for release in writing by Company.

    Notwithstanding that portions of the Data Sets may be derived in whole or in part from publicly available sources, the Data Sets, as compiled, are proprietary, copyrighted and trade secrets of the Company and its third-party data providers and licensors and are therefore not subject to any of the foregoing exclusions from the definition of “Confidential Information.”

     

    Disclaimer of Warranties

    By accepting the Data Services Terms, you acknowledge that you are solely responsible for independently verifying the accuracy of any Data Set and any and all information contained therein and further acknowledge that the Company disclaims all warranties express or implied, that any estimated property values or other information contained in any Data Set are complete, accurate, fit for a particular purpose, or merchantable. Any Data Sets are delivered as-is, with all faults and defects. Use of estimated property values and other information in Data Sets is done so at your sole risk and responsibility. We will not be liable for your use or misuse of estimated values or other information contained in Data Sets, including any misuse that violates any law, regulation, or industry standard, or for any indirect, special or consequential damages related to your use or misuse of an estimated value regardless of the circumstances. To the fullest extent provided by law, the Company hereby disclaims all warranties of any kind with respect to the Data Sets and any information contained therein, whether express or implied, statutory, or otherwise, including but not limited to any warranties of merchantability, non-infringement, and fitness for particular purpose.

     

    We do not attempt to independently verify the completeness, accuracy or authenticity of the Data Sets or any information contained therein. The Data Sets and the information contained therein may be subject to transcription and transmission errors. Any reliance upon the Data Sets by you is at your own risk. Our sole obligation and your exclusive remedy for any claim of errors within the Data Sets provided hereunder shall be for us to use commercially reasonable efforts to correct any material, reproducible, correctable errors in the Data Sets, at our sole expense. Notwithstanding the foregoing, we do not guarantee that each and every discrepancy in the Data Sets will have a corresponding remedy. Information contained in Data Sets may vary depending upon the jurisdiction, and in some cases a record may be only partially populated with data.

     

    You acknowledge that certain states and federal regulatory bodies have enacted laws that place restrictions upon marketing activities, including, but not limited to, use of public record information in connection with mortgage lending or other financial services, mail marketing, or permitting a telephone customer to give public notice that such customer does not wish to receive sales solicitation telephone calls. We and our third-party licensors and data suppliers disclaim any warranty, express or implied, that the Data Sets and any information contained therein are free from any consumer information that may give rise to a privacy claim.

     

    FlipIntel

    If you purchase access to FlipIntel pursuant to the terms of an Order Form, we will provide you with access to certain third-party software pursuant to the terms of these Terms and any Order Form, in accordance with the terms, duration, usage restrictions, and limited territory stated in the applicable Order Form(s), solely for use in connection with your internal business purposes pursuant to these Terms and any applicable Order Form (the “FlipIntel Platform”). We shall provide you with access to the FlipIntel Platform pursuant to the applicable Order Form and/or other documentation provided to you by us. In the event that an applicable Order Form does not state the term during which you will have access to the FlipIntel Platform, the term will be deemed to be one (1) year from the effective date of the applicable Order Form. Additionally, such Order Form will automatically renew for up to two (2) additional successive one (1)-year terms, unless earlier terminated pursuant to the applicable Order Form's express provisions or either party gives the other party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

     

    If you purchase access to FlipIntel pursuant to the terms of an Order Form, you will be granted a revocable, non-sublicensable, non-assignable, non-transferable, fee-bearing, non-exclusive, limited license to any changes, updates, or modifications to the FlipIntel Platform made by us and any code programmed by us to describe the information embodied in the applicable Data Set(s) represented in FlipIntel subject to these Terms and the applicable Order Form for the duration of the term and limited to the territory stated in the applicable Order Form for your internal business purposes and subject to these Terms and the terms of the applicable Order Form (“Our Modifications”). In the event that an applicable Order Form does not state the term of the license to Our Modifications, the term will be deemed to be one (1) year from the effective date of the applicable Order Form. Additionally, such Order Form will automatically renew for up to two (2) additional successive one (1)-year terms, unless earlier terminated pursuant to the applicable Order Form's express provisions or either party gives the other party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term. You understand and agree that Our Modifications are owned by us or are made available pursuant to a third-party license and may contain publicly available information.

     

    In addition to the other terms set forth herein and in any applicable Order Form, the following terms apply to you if you have purchased access to FlipIntel:

    • You acknowledge that title to and ownership of the FlipIntel Platform remain with Looker Data Sciences, Inc., a Delaware corporation (“Looker”), and its suppliers.
    • You may not, and shall not permit anyone else to, (1) alter or modify the FlipIntel Platform or associated documentation, (2) reverse engineer, decompile, disassemble, or in any way attempt to derive the source code for the FlipIntel Platform, or (3) transfer the FlipIntel Platform or related documentation to any third party or disclose or otherwise make the FlipIntel Platform or associated documentation available to any third party other than your agents or contractors performing services for you.  We shall, at all times, be entitled to audit your use of the FlipIntel Platform.
    • You may not export, re-export, or import the FlipIntel Platform or documentation without the appropriate United States or foreign government licenses. Neither the United States Bureau of Export Administration nor any other federal agency shall have suspended, revoked, or denied your export privileges.  You may not be located in, a resident of, or a citizen of, Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any other country to which the United States has embargoed goods. 
    • All express warranties with respect to the FlipIntel Platform are disclaimed. All implied warranties with respect to the FlipIntel Platform and documentation by Looker and its suppliers are disclaimed.
    • All direct, consequential, incidental, special, exemplary, and indirect damages (including lost profits and loss of data) are disclaimed on behalf of Looker and its suppliers.
    • Looker is an intended third party beneficiary of these Terms, with the right to enforce its terms directly against you.
    • The FlipIntel Platform shall only be used to service the number of Users and/or database connections specified on the applicable Order Form through which you purchased access to FlipIntel. “User” means an individual who is authorized by you to use, has access to or receives any benefit of exposure to, the specified FlipIntel Platform, regardless of whether the individual is actively using the FlipIntel Platform at any given time.

    Right to Audit

    We and our authorized representatives shall have the right, upon ten (10) calendar days’ prior written notice, to inspect your operating systems, books, records, processes and controls related to your use of any of the Data and Analytics Services, during normal business hours at any location where any of the Data and Analytics Services or any Data Set are being used, stored, or kept. Such inspection shall be at our sole expense, unless you violate any of your duties, obligations, or restrictions set forth in these Terms or the terms of any applicable Order Form, in which case you shall bear all costs and expenses in conducting such inspections, including without limitation costs and expenses incurred by us. You shall promptly notify us of any actual or suspected unauthorized use or disclosure of the Data Sets or Data Set Service, and provide reasonable assistance to us in the investigation and prosecution of any such unauthorized use or disclosure. Any inspection conducted pursuant to these Terms shall be conducted in a manner that does not unreasonably disrupt your normal operating procedures.

     

    General Terms

    Prohibited Uses and Compliance with Laws

    You may use the Services and the Data Sets and the information contained therein only for lawful purposes and in accordance with these Terms. You may not use the Services and/or Data Sets or the information contained therein:

    • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries), including the Federal Trade Commission’s telemarketing regulations and the Federal Communications Commission’s CAN-SPAM Act.
    • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
    • To send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms.
    • To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
    • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm the Company or users of the Services or expose them to liability.
    • Use federally protected credit information for any improper or illegal purpose.

    Additionally, you agree not to:

    • Use the Services or Data Sets or any information contained therein in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party’s use of the Services, including their ability to engage in real-time activities through the Services.
    • Use any robot, spider, or other automatic device, process, or means to access the Services or any Data Set or any information contained therein for any purpose, including monitoring or copying any of the material on the Services.
    • Use any manual process to monitor or copy any of the material on the Services, the Data Sets or any information contained therein or for any other unauthorized purpose without our prior written consent.
    • Use any device, software, or routine that interferes with the proper working of the Services.
    • Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
    • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server(s) through which the Services are provided or stored, or any server, computer, or database connected to the Services.
    • Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
    • Otherwise attempt to interfere with the proper working of the Services.

    The Services and Data Sets and, except as otherwise provided, their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

     

    These Terms permit you to use the Services for your internal commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material embodied in the Services or Data Sets, except for internal commercial purposes.

     

    If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Services, the Data Sets or any information contained therein in breach of these Terms, your right to use the Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made and, as discussed above, including Data Sets to which you have gained access. No right, title, or interest in or to the Services, Data Sets or any content embodied therein is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Services, the Data Sets or any information contained therein not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

     

    Account Security

    We reserve the right to amend or discontinue the Services, and any service or material we provide through them, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period and will not be responsible for loss or damage caused thereby. From time to time, we may restrict access to some or all parts of the Services.

     

    To access the Services, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide us is correct, current, and complete. You agree that all information you provide to register with us, including but not limited to through the use of any interactive features through the Services, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

     

    If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

     

    We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion if, in our opinion, you have violated any provision of these Terms or any Order Form or as otherwise permitted by these Terms or any applicable Order Form.

     

    Payment

    You agree to pay for Services pursuant to the terms specified on any applicable Order Form. Unless otherwise indicated in the Order Form, all fees are for Services purchased and not based on use, and all payments are fees payable and non-refundable. Any changes to the Services will be pursuant to the change process, if applicable, as provided in the Order Form or other means acceptable to the Company.

     

    All prices, discounts, and promotions posted on the Order Form or this Website are subject to change without notice. The price charged for a product or Services will be the price advertised on the Order Form at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable, in our sole discretion. The price charged will be clearly stated in your order confirmation and/or Order Form. Price increases will only apply to orders placed after the time of the increase. Stated prices do not include taxes or charges for shipping and handling, if applicable. All such taxes and charges will be added to your total price, which you agree to pay in full, and will be itemized in your order confirmation. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

     

    Terms of payment are within the Company’s sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of any order. We accept credit card for purchases, and you represent and warrant that (1) the credit card information you supply to us is true, correct and complete, (2) you are duly authorized to use such credit card for the purchase, (3) charges incurred by you will be honored by your credit card company, and (4) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted by us, including through the Website, at the time of your order.

     

    Trademarks

    The Company name, the term “FlipIntel”, the term “Audantic”, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Website are the trademarks of their respective owners.

     

    Monitoring and Enforcement

    We have the right to:

    • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services, the Data Sets or any information contained therein.
    • Terminate or suspend your access to all or part of the Services for any violation of these Terms or breach of the terms of any Order Form.

    It shall be in the Company’s sole judgment and discretion as to whether any of your or your affiliates’ conduct or use of the Services is in contravention of the Terms, and the Company may take any action it deems necessary and appropriate to mitigate any violations of the Terms, up to and including termination of your access to the Services (including any Data Sets) without notification, and reporting your activities to the applicable regulatory authorities.

     

    Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone that accesses the Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE COMPANY/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

     

    Reliance on Information Posted

    The information presented on or through the Services (including in the Data Sets) is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Services, or by anyone who may be informed of any of its contents in accordance with these Terms.

    The Services may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

     

    Changes to the Website

    We may update the content on the Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

    Information About You and Your Use of the Services

    All information we collect about you through the Services is subject to our Privacy Policy. By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

     

    Links from the Website

    If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

     

    Geographic Restrictions

    The owner and provider of the Services is based in the state of Washington in the United States. We provide the Services for use only by persons located in the United States. We make no claims that the Services, the Data Sets or any other content provided or made available by us is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you are violating these Terms and are doing so on your own initiative and are responsible for compliance with local laws.

     

    Disclaimer of Warranties  

    You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.

     

    TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

     

    YOUR USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, THE DATA SETS, THE SERVICES AND ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES OR ANY CONTENT ACCESSIBLE THEREBY WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICE OR THE SERVER(S) THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

    TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

    THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

     

    Limitation on Liability

     

    TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, THE DATA SETS OR ANY INFORMATION CONTAINED THEREIN, ANY WEBSITES LINKED TO THE WEBSITE, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

    THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

     

    Indemnification  

     

    You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms, your use of the Services or your use of the Data Sets or any information contained therein other than as expressly authorized in these Terms and the terms of any applicable Order Form. You further agree to indemnify the Company and its licensors for use of any information contained in a Data Set that violates the law, the intellectual property rights of any third party, these Terms or the provisions of any Order Form.

     

    Governing Law and Jurisdiction  

     

    All matters relating to the Services, the Data Sets and any information contained therein, these Terms or any Order Form and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Washington without giving effect to any choice or conflict of law provision or rule (whether of the State of Washington or any other jurisdiction).

     

    Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Washington in each case located in the City of Seattle and County of King although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

     

    Arbitration  

     

    At Company’s sole discretion, you may be required to submit any disputes arising from these Terms, the Services or any Order Form, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Washington law.

     

    Limitation on Time to File Claims  

     

    ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR ANY ORDER FORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

     

    Waiver and Severability  

     

    No waiver of by the Company of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

    If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

     

    Changes to these Terms

     

    We may revise the General Terms from time to time in our sole discretion. All changes to the General Terms are effective immediately when we post them. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. Your continued use of the Services after posting of revised General Terms means that you accept and agree to the changes.

     

    We may also revise the Data Services Terms from time to time in our sole discretion. We will notify you (1) by email, if commercially practicable, and (2) in any event, by posting a prominent notice on the Website. Such changes will take effect five (5) days after posting such changes on the Website. If you do not object to any proposed revision of the Data Services Terms within five (5) days following their posting on the Website, you agree that such failure to object shall be construed as acceptance of such revised Data Services Terms, which shall then be binding on you. If you do timely object to any proposed revision of the Data Services Terms, we will, at our sole discretion, either (1) terminate any and all Order Forms that you have entered into with us and pay you a refund in an amount that we deem, in our sole discretion, to be commensurate with the value provided to you by the Services as of the date of such termination or (2) negotiate in good faith an exception or waiver to the revised Data Services Terms. Any such exception or waiver must be pursuant to a written instrument signed by you and the Company.

     

    The Privacy Policy, which is incorporated herein, is modifiable by us in accordance with the terms stated in the “Changes to Our Privacy Policy” thereof.

     

    Entire Agreement  

     

    The Terms, our Privacy Policy, and any applicable Order Form(s) constitute the sole and entire agreement between you and the Company regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.

     

    Order of Precedence

     

    In case of any inconsistency, conflict, or ambiguity among the Privacy Policy, Data Services Terms, the General Terms or the terms of any Order Form, the documents shall govern in the following order: (a) Privacy Policy; (b) Order Form; (c) Data Services Terms; (d) General Terms.

     

    Your Comments and Concerns  

     

    The Services are provided by DodoData LLC, located at 22722 29th Dr. SE Ste. 100, Bothell, WA 98021.

     

    All other feedback, comments, requests for technical support, and other communications relating to the Services should be directed to: info@audantic.com.