ED Terms and Conditions
Last Modified: August 1, 2020
Use of Services
Exact Dial (“ED”) grants Subscriber a restricted, non-exclusive, non-transferable, revocable license to obtain and use various information products and services provided by ED (“Services”) for Subscriber’s internal use subject to the terms and conditions in your Subscriber Agreement and these Terms.
ED makes no warranties of any kind, express or implied, as to the Services, including, without limitation, those as to accuracy, currentness, completeness, timeliness, or quality, warranties of merchantability and fitness for a particular purpose, and those warranties that might be implied from a course of dealing, course of performance or trade usage. The Services are provided “AS IS”. ED and its parents, subsidiaries, affiliates, and representatives shall have no liability for, and Subscriber agrees not to sue for, any claim relating to ED’s procuring, compiling, collecting, interpreting, reporting, communicating, or delivering the Services.
Security
Subscriber will not disclose to any third party any information relating to ED’s business, the Services, or information derived from the Services (“Information”), including, without limitation, ED’s business, financial, and technical information, data sources, pricing, products, processes, systems, results of testing, terms of your Subscriber Agreement, and any summaries, analyses or other information derived from any of the foregoing (collectively, “Confidential Information”).
Subscriber certifies that it has implemented and maintains a comprehensive, written information security program that contains administrative, technical, and physical safeguards that are appropriate to the Subscriber’s size and complexity, the nature and scope of its activities, and the sensitivity of the information provided to Subscriber by ED; and that such safeguards shall include the elements set forth in 16 C.F.R. § 314.4 and shall be reasonably designed to (i) ensure the security and confidentiality of the information provided by ED, (ii) protect against any anticipated threats or hazards to the security or integrity of such information, and (iii) protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any consumer.
If Subscriber accesses Services governed by the GLBA and/or DPPA, Subscriber acknowledges and agrees to the following GLBA Access Security Requirements and Supplemental Term s, respectively.
Restrictions on Use
ED retains all rights, titles and interests in the Services, Information, and Confidential Information, and Subscriber will not claim any rights to, or ownership of, any of the foregoing.
Subscriber will only use the Services for the purpose(s) certified by Subscriber in your Subscriber Agreement and online when accessing the Services, and for no other purpose.
Subscriber will comply with ALL applicable laws, rules, and regulations, including, without limitation, the rules governing the (i) National Do Not Call Registry, (ii) Telephone Consumer Protection Act 47 U.S.C. § 227, (iii) revised Telephone Consumer Protection Act, and (iv) CAN-SPAM Act. To the extent the Subscriber’s business’s particular industry has its own standards, guidelines, or best practices, Subscriber’s use of the data shall be compliant with those as well. Certain uses or application of the data may not be permissible under the laws of certain jurisdictions, and Subscriber agrees to bear sole control and responsibility over compliance with any such laws (if applicable) and assume sole liability for any noncompliance.
Subscriber will not, directly or indirectly, resell the Services or Information, nor use the Services to create a competing product. Subscriber will not use the Services (i) for personal reasons, including, to locate friends, family members, celebrities or government officials; (ii) to view information on one’s self, except for initial training purposes on the system; or (iii) for marketing purposes.
Subscriber will not access the Services from outside the United States.
Services will be used by Subscriber only. Information may not be delivered to, or filed with, any third party. Services m ay contain Death Master File (DMF) information made available by the National Technical Information Service (NTIS) of the US Department of Commerce and governed by 15 CFR Part 1110. If Subscriber is granted access to the DMF data, along with complying with all applicable laws, Subscriber certifies compliance with 15 CFR Part 1110. Subscriber’s failure to comply with 15 CFR Part 1110 may subject Subscriber to penalties under 15 CFR 1110.200 of $1,000 for each disclosure or use, up to a maximum of $250,000 in penalties per calendar year.
Unless expressly authorized in your Subscriber Agreement, Subscriber will not access ED services or information in any manner using any techniques, tool or process of automation (“Automated Searching”). Subscriber understands and agrees that in addition to any contracted Fees, any transactions accruing by Automated Searching will be charged on a transactional basis at current list pricing.
Miscellaneous
Subscriber is not a representative or agent of ED, will not represent that it is to any third party, and has no authority to bind ED.
Subscriber’s breach of any agreements with ED will cause irreparable harm to ED. Upon any breach or threatened breach, ED shall be entitled to injunctive relief, without having to post a bond, in addition to money damages and any other remedy available at law.
Your Subscriber Agreement may be amended only by a written agreement signed by an authorized representative of ED.
Your Subscriber Agreement may not be assigned, transferred, or sublicensed, in whole or in part, without ED’s prior written approval.
In the event of a conflict between the terms of your Subscriber Agreement and any other agreement, the terms of your Subscriber Agreement (including these Terms) shall prevail.
Your Subscriber Agreement and these Terms shall be governed by South Carolina law, without reference to its choice of law rules..
To the extent that the Services rely upon or use information from any third-party sources, then those sources shall be third-party beneficiaries with all rights and privileges of ED. ED, and any such sources (as third-party beneficiaries), are entitled to enforce your Subscriber Agreement directly against Subscriber.
In the event that Subscriber desires to use a third-party processor (“Processor”) to access the Services, ED reserves the right to require that the Processor satisfy ED’s credentialing policies and procedures prior to being granted access to the Services. Should Processor be approved, prior to Processor gaining access to the Services, Subscriber will require its Processor to agree to the terms and conditions (via a written agreement) contained in the Agreement, including, without limitation, security, confidentiality obligations, restrictions on use, and audit, and naming ED as an express third-party beneficiary and acknowledging that the Processor shall only access and use the Services to fulfill its processing obligation to Subscriber and for no other purpose. Subscriber acknowledges and agrees that it shall be liable for any breach of the Agreement by its Processor.
Provisions relating to access and use of the Services (excluding the license grant), disclaimer of warranties, indemnification, limitation of liability, audit, Subscriber’s release of claims, payment of fees, and confidentiality obligations, shall survive termination of your Subscriber Agreement.
About these Terms and Conditions
ED reserves the right to modify these Terms from time to time for purposes such as compliance with law and to reflect changes to the Services. Modifications will be posted online in these Terms. In the event of any conflict between these Terms and any subsequently modified terms, the modified terms shall prevail. By continuing to use the Services, Subscriber reaffirms its agreement to these Terms, as modified.