Terms and Conditions

01Definitions

Add-Ons

Additional product enhancements (such as limit increases, capacity packages, and other add-ons) that are available for purchase and listed in the “Add-ons and Technical Limits” section of our Product and Services Catalog.

Affiliate

Any entity that, directly or indirectly, controls one of the parties to this Agreement, is controlled by it, or is under common control with it. For the purposes of this definition, “control” means the direct or indirect ownership or control of more than 50% of the entity’s voting rights.

Customer Contract or Terms of Service

These General Terms and all materials referenced or linked to herein.

Billing Period

The period for which you agree to pay the fees in advance, as specified in an Order Form. It may be the same length as the Subscription Term indicated in the Order Form or shorter. For example, if you subscribe to the Subscription Service for a Subscription Term of one (1) year with twelve (12) months’ payment in advance, the Billing Period will be twelve (12) months.

Confidential Information

All confidential information that one party (“Disclosing Party”) discloses to the other (“Receiving Party”), whether orally or in writing, and that is designated as confidential. This includes all information regarding the Disclosing Party’s customers and prospective customers, its past, present, or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. It does not include information that (i) is or becomes publicly known without a breach of any obligation to the Disclosing Party; (ii) was known to the Receiving Party prior to disclosure by the Disclosing Party, without a breach of any obligation to the Disclosing Party; (iii) is received from a third party without breaching any obligation to the Disclosing Party; or (iv) has been independently developed by the Receiving Party. Subject to these exclusions, Customer Data shall be deemed Confidential Information under this Agreement, whether or not it is designated as confidential.

CHAT

An individual (other than a User) whose contact information you store in the Subscription Service.

Contact Information

The name, email address, phone number, online usernames, and similar information that visitors to your landing pages submit to the Subscription Service or that you upload to the Subscription Service.

Consulting Services

The professional services we provide to you, which may include training, installation, integration, or other consulting services.

Customer Information

All information you submit or collect through the Subscription Service. This does not include Data4Sales Content.

Client Materials

All materials that you provide, publish, upload, enter, or submit for public display through the Subscription Service.

Mailing Limit

The number of emails you can send in a calendar month, as specified in the Product-Specific Terms.

Free Services

The Subscription Service or other products or features that we make available to you on a free trial or free basis.

Data4Sales Content

All information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Subscription Service or the Consulting Services, including Enrichment Data (as defined in the Product-Specific Terms).

Order or Order Form

The form approved by Data4Sales or the online sign-up process through which you agree to subscribe to the Subscription Service and purchase Consulting Services.

Personal Information

Any information relating to an identified or identifiable individual, when such information is part of the Customer Data and is protected in a manner similar to personal data or personally identifiable information under applicable data protection laws.

Sensitive Information

Credit or debit card numbers; financial account numbers or transfer instructions; government-issued identification numbers (such as Social Security or passport numbers); biometric information; health information (or other information protected by health data protection laws); personal information of minors protected by children’s data protection laws; and any other information or combination of information included in the definition of “special categories of data” under the GDPR or any other applicable privacy and data protection law.

Subscription Fee

The amount you pay for the Subscription Service.

Subscription Service

All of our applications, tools, and web platforms that you subscribed to via an Order Form or that we otherwise make available to you, developed, operated, and maintained by us, accessible at data4sales.com or another designated URL, and all complementary products and services, including website hosting, that we provide to you.

Subscription Period

The initial term of your subscription to the applicable Subscription Service, as indicated in your Order Forms, and each subsequent renewal (if any). For Free Services, the Subscription Term is the period during which you have an account to access them.

Third-Party Products

Non-integrated products and professional services provided by third parties that interoperate with the Subscription Service or are used in conjunction with it. These include, for example, third-party applications available on our marketplaces, directories, and links within the Subscription Service, as well as third-party services.

Third-Party Websites

Third-party websites linked from the Subscription Service, including the Communications Services.

Total Committed Subscription Value

The total amount of Subscription Fees paid or payable during your current Subscription Terms for all your Data4Sales accounts, excluding renewal fees, Consulting Services, and applicable taxes.

Users

Your employees, representatives, consultants, contractors, or agents authorized to use the Subscription Service on your behalf, with unique user IDs and passwords.

Data4Sales, we, or our

The applicable contracting entity, as specified in the section “Contracting Entity and Applicable Law.”

You, your, or Customer

The person or entity that uses the Subscription Service or receives the Consulting Services, identified as the customer in the account registration, billing statement, online subscription process, or Order Form.

02Useof Services

2.1 Access

During the Subscription Term, we will provide your Users with access to the Subscription Service as described in this Agreement and in the applicable Order. You must ensure that all access, use, and receipt by your Users complies with this Agreement. We may also provide your Users with access to our Free Services at any time by activating them in your Data4Sales account. We may provide some or all components of the Subscription Service through third-party providers. You may grant access to the Subscription Service to Users of your Affiliates or allow them to receive the Consulting Services ordered in this Order, provided that such access, use, and receipt comply with this Agreement. You will be responsible at all times for ensuring that your Affiliates comply with this Agreement.

2.2 Additional Features

You can subscribe to additional features of the Subscription Service by placing an additional Order or by activating them from your Data4Sales account (if we offer that option). This Agreement applies to all additional Orders and all additional features that you activate from your account.

2.3 Service Availability Commitment

“Priority 1” is a critical outage or a severe issue that completely prevents the use of the Subscription Service (excluding Free Services) in a significant portion of the production environment (for example, an outage or a freeze), resulting in production downtime and for which there is no workaround.

“Excluded” means: (i) unavailability caused by circumstances beyond our reasonable control, including, but not limited to, acts of God, government actions, emergencies, natural disasters, floods, fires, civil unrest, acts of terrorism, strikes, or other labor disputes (except those involving our employees), or any other event or factor constituting force majeure; (ii) issues arising from the Customer combining or integrating the Subscription Service with hardware or software that we do not provide or identify in writing as compatible; (iii) interruptions or delays resulting from telecommunications or internet provider failures outside our data center, as measured by our third-party availability monitoring provider; and (iv) any interruption or lack of availability resulting from misuse, improper use, alteration, or damage to the Subscription Service.

We will use commercially reasonable efforts to achieve a Service Availability of 99.95% in each calendar month. All calculations will be based on our system logs. Notwithstanding any provision to the contrary in this Agreement, as the Customer’s sole and exclusive remedy for a breach of the availability or support commitments, if Service Availability falls below 99.95% for two (2) or more consecutive calendar months, the Customer shall be entitled to a credit equal to the prorated amount of the fees corresponding to the downtime during those months. The credit will be applied to an invoice or charge for the next renewal Subscription Term, provided that the Customer requests it within twenty (20) days after the end of the corresponding calendar month. This availability commitment does not apply to Free Services.

2.4 Limits

The limits that apply to your account are specified in your Order Form, in this Agreement, or in our Product and Services Catalog; for Free Subscriptions, they may also be specified only within the product itself. For more information, see the Product-Specific Terms.

You must be 18 years of age or older (or 20 years of age or older, if you are subject to Japanese law) to use the Subscription Service.

2.5 Plan Reduction

Depending on which Data4Sales product you have, you may be able to downgrade your subscription. For more information about the downgrade conditions that apply to your subscription, see the Product-Specific Terms.

2.6 Changes

We make changes to the Subscription Service from time to time—for example, by adding or removing features—to improve your experience. For more information about our right to make changes, please see the Product-Specific Terms.

2.7 Customer Support

To learn about the support terms that apply to your subscription, see the Product-Specific Terms.

2.8 Acceptable Use

You may not use Data4Sales to send spam, whether in the form of bulk emails or individual commercial emails. You may not use misleading or false names, addresses, email addresses, or subject lines. You may not send emails to purchased lists. You warrant that every email you send, or that is sent on your behalf, using the Data4Sales Service will contain: (a) header information that is neither false nor misleading; and (b) a notice that the recipient may opt out or request that their information no longer be used for unsolicited, unauthorized, or inappropriate communications, as described in this Acceptable Use Policy (AUP), and indicate how they can notify you of this. These requirements may not apply to transactional emails if not required by law.

You warrant that you will promptly respond to all opt-out, exclusion, “do not call,” and “do not send” requests. You must comply with all laws regarding telemarketing, including, but not limited to, those mentioned in the “Proper Use of the Data4Sales Service” section. You must comply with all laws regarding call recording and obtain the necessary consent before recording. If you use the Data4Sales Service to make calls, you must also comply with applicable industry standards, including guidelines published by the CTIA and the Mobile Marketing Association. You are prohibited from using the Data4Sales Service, or allowing it to be used, to make emergency calls or to provide or request emergency services.

2.9 Prohibited and Unauthorized Use

You shall not use the Subscription Service in any manner that violates the PUA, or for any purpose or in any manner that is illegal or prohibited by this Agreement.

You may not use the Subscription Service if the laws of the country where you reside, or from which you access or use it, prohibit you from receiving or using it.

The Subscription Service is not designed to comply with specific regulations in certain industries, such as the Health Insurance Portability and Accountability Act (HIPAA) or the Federal Information Security Management Act (FISMA), so you may not use it if your communications are subject to those laws. You may not use the Subscription Service in a manner that violates the Gramm-Leach-Bliley Act (GLBA). Nothing in this section limits the specific restrictions on the use of Sensitive Information set forth in the Agreement.

2.10 Prohibition on Sensitive Information

2.11 Customer Responsibilities

To get the most out of the Subscription Service and Consulting Services, your participation and effort are required. The resources you may need to provide include a project leader, one or more content creators, a business lead, an executive lead, and a technical resource (or equivalents). Responsibilities may include planning marketing programs; defining a content calendar; creating blog posts, social media content, calls to action (CTAs), downloadable materials, emails, nurturing content, and other materials; serving as an internal liaison between sales and marketing; defining overall internal goals for the use of the Subscription Service; attending regular performance review meetings; and supporting the integration of the Subscription Service with other sales and marketing systems.

2.12 Free Trial

If you sign up for a free trial, we will make the corresponding Subscription Service available to you at no charge until the earlier of (a) the end of the trial period (if it is not terminated earlier) or (b) the start date of your paid subscription. Unless you purchase a subscription before the trial ends, all your data in the Subscription Service may be permanently deleted at the end of the trial, and we will not recover it. If we include additional terms and conditions on the trial registration page, those will also apply.

2.13 Legacy Products

If you have a legacy Data4Sales product, some of its features and limitations may differ from those listed in these General Terms, the Product-Specific Terms, or the Product and Services Catalog. We may migrate you to our current products at any time. If you are using a legacy product and wish to switch to a current version, you must sign a new Order.

03Rates

3.1 Subscription Fees

The Subscription Fee will remain fixed during the initial term of your subscription, unless (i) you exceed your Maximum Number of Contacts, your Email Send Limit, User Limit, or other applicable limits (see the “Limits” section); (ii) you upgrade your base products or packages; (iii) you subscribe to additional features or products, including additional Contacts; or (iv) otherwise agreed upon in your Order. We may also reduce your rates by written notice. You’ll find all the information about other possible adjustments to your rates in the Product-Specific Terms.

3.2 Rate Adjustments Upon Renewal

Upon renewal, we may increase your rates up to the current list price in our Product and Service Catalog. If this increase affects you, we will notify you at least thirty (30) days prior to renewal, and the new rates will take effect at the start of the next term. If you do not agree, either party may terminate the subscription at the end of the current term by providing the notice specified in the “Notice of Non-Renewal” section.

3.3 Credit Card Payment

If you pay by credit card, you authorize us to charge your card or bank account for all applicable fees during the Subscription Term. You also authorize us to use a third party to process payments and agree that we may share your payment information with that third party.

3.4 Payment upon receipt of invoice

If you pay upon receipt of an invoice, we will invoice you no more than forty-five (45) days prior to the start of the Subscription Term and each subsequent Billing Period, and at other times during the Subscription Term when fees are due. All invoiced amounts are due and payable within thirty (30) days of the invoice date, unless otherwise specified in the Order Form.

3.5 Payment Information

You will keep your contact, billing, and credit card information (if applicable) up to date. You can update this information on the Billing page of your Data4Sales account. All payment obligations are irrevocable, and amounts paid are non-refundable, except as expressly provided in this Agreement. All fees are payable in advance during the Subscription Term. If you are a Data4Sales Solutions Partner purchasing on behalf of a customer, you agree to be responsible for the Order Form and to guarantee payment of all fees.

3.6 Sales Taxes

No fees include taxes; we will charge them as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and the provision of Consulting Services. You will not be liable for taxes on our gross or net revenue. If you are in the European Union, the fees do not include VAT, and you represent that you are registered for VAT purposes in your Member State; if we request it, you will provide us with your VAT registration number. If you do not provide this information before your transaction is processed, we will not issue refunds or credits for the VAT charged. If you are subject to GST, the fees do not include it. If you are in Canada, the fees do not include GST, PST, or HST.

3.7 Tax Withholdings

If you are required to deduct or withhold taxes from your Data4Sales invoice payment, you may deduct that amount from the Subscription Fee to the extent that it is subject to withholding under the laws applicable to you (the “Deducted Amount”).

You will not be required to reimburse us for the Deducted Amount if you provide us with a valid tax receipt proving payment to the appropriate tax authority within ninety (90) days of the invoice date. If you do not provide it within that period, all fees, including the Deducted Amount, will become immediately due, and failure to pay may result in the suspension or termination of your account.

04Termand Termination

4.1 Term and Renewal

The initial term of your subscription will be specified in your Order, and unless otherwise stated in the Order, your subscription will automatically renew for the subscription term or for one year, whichever is shorter.

4.2 Notice of Non-Renewal

Unless otherwise specified in your Order, to prevent your subscription from renewing, either you or we must provide written notice of non-renewal. The deadline for submitting this notice varies depending on the product and the edition of Data4Sales to which you subscribe; please refer to the Product-Specific Terms.

If you decide not to renew, you can let us know by turning off automatic renewal in the billing information section of your Data4Sales account, or by following the steps outlined here, as applicable.

4.3 Early Cancellation

You can cancel your subscription early at any time, but we will not refund any fees paid in advance or any unused subscription fees, and you must immediately pay all outstanding fees through the end of the subscription term. See the “Notice of Non-Renewal” section for instructions on how to cancel.

4.4 Termination for cause

Either party may terminate this Agreement for cause with respect to any or all of the Subscription Services: (i) by giving thirty (30) days’ notice to the other party in the event of a material breach, if such breach is not cured by the end of that period; or (ii) immediately, if the other party becomes the subject of a petition for bankruptcy or any other insolvency proceeding, ceases operations, enters into liquidation, or assigns its assets for the benefit of creditors.

We may also terminate this Agreement for cause with thirty (30) days' notice if we determine that you are acting or have acted in a manner that adversely affects or may adversely affect us, our prospects, or our customers.

This Agreement may not be terminated in any other manner prior to the end of the Subscription Term.

4.5 Suspension

4.5.1 Suspension for Prohibited Acts

We may suspend any User's access to any or all Subscription Services, without notice, for the following reasons:

• (i) use the Subscription Service in a manner that violates applicable local, state, federal, or foreign laws or regulations, or the terms of this Agreement;
• (ii) use the Data4Sales email delivery service in a way that results in an excessive number of hard bounces, spam complaints via feedback loops, direct spam complaints (to our abuse team), or requests from recipients to be removed from a list; or
• (iii) repeatedly publish or upload material that infringes, or is alleged to infringe, the copyright or trademark rights of any person or entity.

We may, without notice, review and remove any Customer Data or Materials that we believe, in good faith, violate these terms or the PUA. However, we have no obligation (unless otherwise required by applicable law) to review, screen, monitor, or edit your Customer Data or Materials in advance.

4.5.2 Suspension for Nonpayment

We will notify you in the event of nonpayment of any amount due. Unless the full amount is paid, we may suspend your access to any or all Subscription Services ten (10) days after the notice. We will not suspend the Subscription Service while you are disputing the charges in a reasonable and good-faith manner and are diligently cooperating to resolve the dispute. If a Subscription Service is suspended due to nonpayment, we may charge a reactivation fee to restore it.

4.5.3 Suspension for Actual Damage

If your website, or your use of the Subscription Service:

• (i) is being subjected to denial-of-service attacks or other disruptive activity;
• (ii) is being used to carry out denial-of-service attacks or other disruptive activities;
• (iii) is creating a security vulnerability for the Subscription Service or for third parties;
• (iv) is using an excessive amount of bandwidth; or
• (v) is causing harm to us or to third parties,

We may suspend access to the Subscription Service in whole or in part, notifying you electronically or by phone.

We will use commercially reasonable efforts to (a) limit the suspension to the affected portion of the Subscription Service and (b) promptly resolve the issues that caused it. Nothing in this clause limits our right to terminate for cause, as set forth above, if we determine that you are acting or have acted in a manner that adversely affects or may adversely affect us, our prospects, or our customers.

4.5.4 Suspension and Termination of Free Services

We may suspend, restrict, or terminate the Free Services for any reason, at any time, and without notice. We may terminate your subscription to the Free Services due to inactivity.

4.6 Effects of Termination or Expiration

If your paid subscription ends or expires, we will continue to make our Free Services available to you; however, this may not be the case if your Agreement was terminated for cause.

You will remain bound by this Agreement as long as you have access to a Data4Sales account.

Upon termination or expiration of this Agreement, you will cease using the Subscription Service and Data4Sales Content. If you terminate this Agreement for cause, we will promptly refund any prepaid, unused fees corresponding to use of the Subscription Service after termination. If we terminate this Agreement for cause, you must immediately pay all outstanding fees through the end of the Subscription Term. In all other cases, fees are non-refundable.

05Customer Information

5.1 The Customer's Property Rights

You own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights in them. You authorize us and our licensors to use the Customer Materials and Customer Data only to the extent necessary to provide you with the Subscription Service and Consulting Services, and as permitted by this Agreement. If you use the Subscription Service or receive Consulting Services on behalf of another party, you represent and warrant that you have all the rights and permissions necessary and sufficient to do so.

5.2 Limits for Data4Sales

We will not use Customer Data to contact any person or company, unless you instruct or authorize us to do so. We will use Customer Data solely to provide you with the Subscription Service and Consulting Services, and only as permitted by applicable law and this Agreement.

5.3 Data Practices and Machine Learning

5.3.1 Usage Data

We may collect information about you and your Users when they interact with the Subscription Service, as permitted by the Agreement. We may aggregate and anonymize this information and share it with third parties, provided that it does not include Customer Data or identify Users.

5.3.2 Machine Learning

We may, to the extent permitted by this Agreement, use Customer Data in an anonymized form for machine learning to support certain features of the Subscription Service.

For more information about these practices, see the “Usage Data” section of our Privacy Policy.

5.4 Protection of Customer Data

The terms of the Data Processing Agreement (DPA) are incorporated into this Agreement by reference and shall apply to the extent that the Customer Data includes Personal Data. The DPA sets forth how we will process Personal Data on your behalf in connection with the Subscription Services we provide to you under this Agreement. We will maintain commercially reasonable administrative, physical, and technical measures to protect Personal Data, as described in the DPA, including the security measures set forth in its Schedule 2.

5.5 Regional Data Hosting

We will store your Customer Data in a specific location or geographic region (for example, North America or Europe) as part of your subscription, in accordance with the terms of this Agreement and our Regional Data Hosting Policy.

5.6 Customer Data Transfers

We and our Affiliates may transfer Customer Data (including Personal Data) to the United States in connection with the Subscription Service. To the extent that we process Personal Data from the European Economic Area, the United Kingdom, or Switzerland, or Personal Data protected by European Data Protection Laws (as defined in the DPA), our Swiss-U.S. Privacy Shield or the Standard Contractual Clauses, as set forth in the DPA, will apply. For more information about the Swiss-U.S. Privacy Shield Framework, please see our Privacy Policy. Although Data4Sales Inc. no longer relies on the Privacy Shield as a legal basis for transfers of Personal Data, it will process European Data in accordance with the Privacy Shield Principles for as long as it maintains that certification.

5.7 Retention, Disposal, and Recovery of Customer Data

For information on the retention and deletion of Customer Data, please refer to the “Data4Sales Obligations” section of our DPA. You can learn more about your right to retrieve Customer Data from your Data4Sales account in the “Retrieval of Customer Data” sections of our Product-Specific Terms.

06Intellectual Property

6.1 This is a contract governing access to and use of the Subscription Service, and it does not grant you any software license. The Subscription Service and the Consulting Services are protected by intellectual property laws; they belong to us or our licensors (if any), and we retain all ownership rights in them. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on Data4Sales Content, the Subscription Service, or the Consulting Services, in whole or in part and by any means, unless expressly authorized in writing by us.

6.2 We encourage all our customers to provide feedback on the Subscription Service or Consulting Services, suggest improvements, and vote on the suggestions they like. You agree that all such feedback and suggestions will not be considered confidential and that we have the full right to use them and incorporate them into the Subscription Service or Consulting Services, without payment or attribution to you.

07Confidentiality

7.1 The Receiving Party: (i) shall protect the confidentiality of the Disclosing Party’s Confidential Information with the same degree of care it uses to protect its own confidential information of a similar nature, and in no event with less than reasonable care; (ii) shall not use the Disclosing Party’s Confidential Information for any purpose other than as provided in this Agreement; (iii) shall not disclose the Disclosing Party’s Confidential Information to any third party (except to third-party vendors we use to provide some or all elements of the Subscription Service or Consulting Services, and except to your Data4Sales Solutions Partner, subject to confidentiality obligations); and (iv) you will limit access to the Disclosing Party’s Confidential Information to employees, contractors, and agents—whether of yours or your affiliates—who need such access for purposes consistent with this Agreement and who have entered into confidentiality agreements with the Receiving Party containing protections no less stringent than those provided herein.

7.2 The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so by any federal, state, or local law, rule, regulation, subpoena, or legal process, provided that: (i) it immediately notifies the Disclosing Party of any request for disclosure, allowing sufficient time for the Disclosing Party to object or seek an appropriate protective order; or, if such notice is prohibited by law, it discloses only the minimum amount of Confidential Information required by the legal mandate; (ii) forward the request to the Disclosing Party and provide reasonable assistance, at the Disclosing Party’s expense, to oppose the disclosure or seek a protective order, unless expressly prohibited by law or a court order; and (iii) under no circumstances disclose Confidential Information to any party other than a government agency, except pursuant to a valid order from a competent court requiring that specific disclosure.

08Advertising

You authorize us to include your name and your company's logo in our client list and on our website. You can request that we not use them by filling out the form available here.

09Compensation

You shall indemnify, defend, and hold harmless us and our Affiliates, at your expense, against any claim, demand, action, or proceeding by a third party (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us or our Affiliates, to the extent that such Action is based on or arises out of:

• (a) unauthorized or illegal use of the Subscription Service by you or your Affiliates;
• (b) a breach of this Agreement by you or your Affiliates;
• (c) the use of Third-Party Products by you or your Affiliates; or
• (d) unauthorized use of the Subscription Service by any other person using your User information.

For our part: we will notify you in writing within thirty (30) days of becoming aware of the claim; we will grant you exclusive control over the defense or settlement; and we will provide you (at your expense) with all information and assistance you reasonably request to manage the defense or settlement. You shall not enter into any settlement that (i) imposes an obligation on us; (ii) requires us to admit anything; or (iii) imposes liability on us not covered by these indemnities or limitations, without our prior written consent.

10. Exemptionsand Limitation of Liability

10.1 Performance Warranty

We warrant that: (i) the Subscription Service and the Consulting Services will be provided in accordance with generally accepted industry standards; and (ii) we will not knowingly introduce viruses or other forms of malicious code into the Subscription Service. This warranty does not apply if you use only the Free Services.

In the event of any breach of this warranty, we will use commercially reasonable efforts to remedy it. If we are unable to remedy the breach within sixty (60) days of your notification to us (the “Remedy Period”),