W3 Data Terms of Service Agreement

Updated on 1 February 2007

PLEASE READ THIS W3 DATA TERMS OF SERVICE AGREEMENT CAREFULLY. BY CHECKING THE "I ACCEPT THE W3 DATA TERMS OF SERVICE AGREEMENT" AND PROCEEDING, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

This W3 Data Terms of Service Agreement (the "Agreement") explains the terms by which W3 Data, a division of WhitePages.com Inc., (together, "W3 Data") provides directory assistance "Services" (as defined below) to you. W3 Data reserves the right to change or revise the terms and conditions of this Agreement at any time by posting any changes or a revised Agreement on this site (www.w3data.com). This Agreement will supplement any other written agreement you may have with W3 Data, however, the terms of such separate written agreement will supersede similar terms in this Agreement to the extent they conflict.

  1. THE SERVICE

    1. Description.
      In consideration of your payment of the Fees (as defined below), W3 Data will provide you with a non-exclusive, non-transferable, limited license to use, in connection with your business, our mailing list, list update, list profile, directory assistance, and other proprietary products and services which you order. In connection therewith, W3Data shall allow you to access a list of names, addresses, telephone numbers, demographic information and other information related to the persons and businesses referenced in W3 Data's databases that contain information compiled from various services (the "Service"). The intended use of the Service is for internal use by you only and such use shall be governed by the terms and conditions of this Agreement.

    2. Fees.
      Please refer to the fee schedule set forth at www.w3data.com ("Fees"). You may be prompted to (a) complete the necessary registration information including your credit card information, or (b) contact W3 Data via telephone at 1-800-336-1327 and provide your pertinent billing information. If your payment plan requires credit card payments, W3 Data will charge the Fees to your credit card as you use the Services. W3 Data accepts American Express, Visa, MasterCard or Discover. If, at any time thereafter, you fail to pay any amount under this Agreement when due or are otherwise in breach or default under this Agreement, W3 Data may, in its sole discretion, and without prejudice to its other rights, immediately terminate your use of the Services. Late payments hereunder will accrue interest at the rate of one and one half percent per month or the highest rate allowed by applicable law, whichever is lower. You acknowledge that payment plans and accounts for one particular Service (e.g., list update), may not entitle you to utilize another Service (e.g., mailing lists).

  2. ACCOUNT

    1. Registration Obligations.
      In consideration for access to the Services, and to establish a Services account, you must provide W3 Data with certain information ("Registration Data") requested on various registration forms from time to time; inquiries marked "required" must be answered, and any other request for information may be left blank.

    2. Account Security.
      You will select a user name (e-mail address) and password when you initially register for a Services account. You are responsible for maintaining the confidentiality of your user name and password and are fully responsible for all activities, charges and/or liabilities that occur under your user name and password or account whether or not authorized by you. You will immediately notify W3 Data of any unauthorized use of your user name and password or account or any other breach of security. W3 Data cannot, and will not, be liable for any loss or damage arising from your failure to comply with this section.

  3. YOUR RESPONSIBILITIES AND ACKNOWLEDGMENTS

    1. Compliance With Laws, Regulations and Requirements.
      You will not use the Services for illegal purposes but will abide by and comply with (1) all applicable local, state, national, and international laws and regulations in your use of the Services (including laws regarding the transmission of technical data exported from the United States), and (2) all requirements, procedures, policies and regulations of networks connected to the Services.

    2. Restricted Uses. You shall not:

      • use the Service in any manner as a factor in establishing an individual's creditworthiness or to determine any consumer's eligibility for credit, insurance or employment;
      • use the data available via the Service as a derivative database to verify, confirm, enhance, audit and/or update any files owned, licensed or marketed by the following companies or any commonly owned company or alias thereof: Acxiom, Allant, Equifax, Experian, Knowledgebase Marketing, ChoicePoint, Harte Hanks, Donnelley Marketing, InfoUSA, Trans Union, and Riskwise;
      • store via physical media, data mine or otherwise aggregate information or data within the Service database or List, for any purpose outside the scope of this Agreement, including but not limited to, storing List information on CD-ROM for resale;
      • publish, transmit or disseminate in any form or by any means, any part of the Service database or List to any third party;
      • sell, sublicense, or transfer any List information retrieved from the Service database;
      • directly or indirectly utilize the Service database or List (or any portion thereof) to create any derivative, downstream or other works there from or replicate or reverse engineer the Service database (or any portion or component thereof);

    3. Non-Interference.
      You will not interfere with or disrupt (a) the use and enjoyment of the Services by other users; or (b) the Services or servers or networks connected to the Services (including, without limitation, any attempt to gain unauthorized access to other computer systems or networks connected to the Services).

    4. Resale of the Service.
      You will not resell the Services or the use of or access to the Services.

    5. Report of Abuse.
      You will report any violations of the terms of this Agreement by other users of the Services of which you become aware by contacting W3 Data at 1-800-336-1327.

    6. Your Marks.
      You hereby grant to W3 Data a non-exclusive and limited license to use your trade names, logos and other trademarks and service marks (the "Customer Marks") in connection with W3 Data's advertising, marketing and promotion of the Service.

  4. YOUR PRIVACY

    W3 Data believes strongly in protecting user privacy and providing you with notice of W3 Data's use of data, including personal identifying information, collected on the W3 Data Web site. Please refer to the current W3 Data Privacy Statement for information regarding how W3 Data uses and collects information set forth on the W3 Data Web site at www.w3data.com/privacy.

  5. TERMINATION

    1. Agreement Term.
      The term of this Agreement (the "Term") will begin on the date on which you elect to purchase the Services for the Fee. W3 Data's provision of the Services to you will continue for a six-month period from the beginning of the Term unless earlier terminated as set forth below. The Services shall be automatically renewed thirty (30) days prior to the end of the Term (hereafter, the "Renewal Date") for a successive six-month period unless earlier terminated by you or W3 Data as set forth below.

    2. By W3 Data.
      W3 Data may terminate this Agreement at any time, for any reason; provided that W3 Data provides you with twenty-four (24) hour written (or e-mail) notice. Further, W3 Data may terminate this Agreement immediately, or any part of the Services immediately, in the event you breach any obligation hereunder.

    3. By Notice Prior to End of Term.
      You may terminate this Agreement by giving thirty (30) days' notice prior to the conclusion of the Term. In this case, the termination will take effect at the conclusion of the Term. In order for your termination to be effective, you must provide written/e-mail notice to W3 Data. W3 Data will cease charging your credit card, if applicable, and if no Fees are owed to W3 Data, upon the effective date of the termination.

    4. Effect of Termination.
      If W3 Data terminates your account for reasons other than breach hereunder, you will receive, within ninety (90) days of termination, a refund for any account credit net of any amount due. If your account is terminated for breach hereunder, you will not receive any refund for payments already made by you as of the date of termination. If termination of this Agreement is due to your breach hereunder, you will bear all costs of such termination, including any reasonable costs W3 Data incurs in closing your account. You will pay any and all costs incurred by W3 Data in enforcing your compliance with this Article, including attorneys' fees. Upon termination, you shall destroy any copy of the materials licensed to you hereunder and referenced herein. W3 Data may delete all or part of the information related to you on the Services.

  6. INDEMNITY

    You will release, indemnify, defend and hold harmless W3 Data, and any of its contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorneys' fees and expenses, of third parties relating to or arising out of (1) this Agreement or the breach of your warranties, representations and obligations under this Agreement, (2) the Services or your use of such Services, (3) any intellectual property or other proprietary right of any person or entity, (4) your violation of any of the provisions of this Agreement, or (5) any information or data you supplied to W3 Data, including, without limitation, any misrepresentation in your Registration Data, if applicable. When W3 Data is threatened with suit or sued by a third party, W3 Data may seek written assurances from you concerning your promise to indemnify W3 Data; your failure to provide those assurances may be considered by W3 Data to be a material breach of this Agreement. W3 Data will have the right to participate in any defense by you of a third-party claim related to your use of any of the Services, with counsel of W3 Data's choice at its expense. W3 Data will reasonably cooperate in any defense by you of a third-party claim at your request and expense. You will have sole responsibility to defend W3 Data against any claim, but you must receiveW3 Data's prior written consent regarding any related settlement. The terms of this Article will survive any termination or cancellation of this Agreement.

  7. DISCLAIMER OF WARRANTIES

    1. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. W3 DATA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, ANY RESULTS OBTAINED THROUGH THE SERVICES AND ANY GOODS OR SERVICES OBTAINED ON OR THROUGH THE SERVICES.

    2. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, W3 DATA MAKES NO WARRANTY:

      1. THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;

      2. AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED;

      3. REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH OR FROM THE SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH SERVICES;

      4. REGARDING ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OR FROM THE SERVICES (DOWNLOADING OR ACCESS IS DONE AT YOUR OWN DISCRETION AND RISK AND 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); OR

    3. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM W3 DATA OR THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

    4. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

  8. LIMITATION OF LIABILITY

    1. W3 DATA'S ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHERWISE, WITH RESPECT TO ANY SERVICES PROVIDED UNDER THIS AGREEMENT AND/OR FOR ANY BREACH OF THIS AGREEMENT IS SOLELY LIMITED TO THE AMOUNT YOU PAID DURING THE TERM.

    2. W3 DATA WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES IN ANY MANNER, INCLUDING LIABILITIES RESULTING FROM (1) THE USE OR THE INABILITY TO USE THE SERVICES; (2) THE COST OF PROCURING SUBSTITUTE GOODS AND SERVICES; (3) ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; OR (4) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE, EVEN IF W3 DATA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    3. W3 DATA WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM INTERRUPTION, SUSPENSION OR TERMINATION OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER SUCH INTERRUPTION, SUSPENSION OR TERMINATION WAS JUSTIFIED OR NOT, NEGLIGENT OR INTENTIONAL, INADVERTENT OR ADVERTENT.

    4. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

  9. NOTICES AND ANNOUNCEMENTS

    If you elect to opt in to the "Send me tips, tricks and product information" feature on your account, you authorize us to notify you of information that W3 Data deems is of potential interest to you. Notices and announcements may include commercial e-mails and other notices describing changes, upgrades, new products and services or other information pertaining to Internet security or to enhance your identity on the Internet and/or other relevant matters. All notices must be sent either in writing (including e-mail, but only to the extent expressly provided herein). All written notices to W3 Data shall be delivered to 1301 Fifth Avenue, Suite 1600, Seattle, WA 98101-2216 All notices to you will be delivered to your mailing address or e-mail address as provided in your account information (as updated by you pursuant to this Agreement).

  10. GENERAL

    1. Governing Law and Jurisdiction.
      This Agreement will be governed by the laws of the State of Washington without regard to its conflict of law principles to the contrary. Each party hereby irrevocably consents to the jurisdiction and venue of King County, Washington courts in connection with any action, suit, proceeding or claim arising under or by reason of this Agreement.

    2. Statute of Limitation.
      You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

    3. Confidentiality.
      You shall not reveal to third parties any of the information herein, including, but not limited to, rate schedules and the terms of this Agreement or Separate Agreement, as this information is deemed confidential.

W3 Data Terms of Services Agreement