Terms & Conditions

Last Modified: February 7, 2012

All services provided to you (“Customer”, “you”) by Queryable, Corp. (“Queryable”, “we” “us”, “our”), including but not limited to the provision of enriched customer lead data and related information (the “Queryable Services”), apply to and are governed by these Customer Terms and Conditions, the Queryable Terms of Use [link to Terms of Use], and the Queryable Privacy Policy [link to Privacy Policy] (collectively, the “Agreement”).  Capitalized terms not otherwise defined in these Customer Terms and Conditions will have the meanings ascribed to them in the Queryable Terms of Use and Privacy Policy.  We retain the right to update or modify the Agreement and such revisions and variations will become binding on you as is set forth below.  The Agreement forms a legally binding agreement between us and you.  By accessing or using the Queryable Services or by registering a User account on the Service, you agree to be bound by the terms of this Agreement.  If you do not accept any element of the Agreement you must not use or access any of the Queryable Services or register for a User account.

If you are an individual acting on behalf of a company or other legal entity, then (a) you represent and warrant that you have the legal authority and entitlement to bind that company or entity to this Agreement, and (2) “you”, “your” and “user” shall mean you and that company or legal entity.

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

  1. QUERYABLE SERVICES
  1. LICENSE GRANT.  Subject to the terms and conditions of this Agreement, Queryable hereby grants to you a limited, personal, freely revocable, non-transferable license to use the Queryable Services in the manner contemplated by this Agreement solely for the purposes of developing your company’s business data, plans and solutions. Customer shall have no right to sub-license, assign, or resell the Queryable Services or any component thereof.
  2. LICENSE RESTRICTIONS.  Except as expressly permitted herein, you shall not, and shall not permit any third-party to: (i) modify or create any derivative work of any part of the Queryable Services; (ii) permit any parent, subsidiaries, affiliated entities or third parties to use the Queryable Services; (iv) disassemble, decompile, or reverse engineer the Queryable Services or otherwise attempt to gain access to the source code to the Queryable Services (or the underlying ideas, algorithms, structure or organization of the object code in the Queryable Platform), except to the extent expressly permitted by applicable law; (v) market, sell, license, sublicense, distribute, publish, display, reproduce, rent, lease,  loan, assign or otherwise transfer to a third-party the Queryable Services or any copy thereof, in whole or in part; or (vi) use the Queryable Services for third-party training, commercial time-sharing or service bureau use.
  3. Individual Features and Services.  Services offered by Queryable may vary in scope and nature over time.  You acknowledge, accept and agree that elements of the Queryable Services may be varied, updated, replaced, removed, supplemented or added to over time as we so determine appropriate.  We shall provide the Service to you subject to the Agreement from the date of your acceptance until the term expires, is terminated or is suspended under the terms of the Agreement.  We may use third party service providers to perform all or any part of the Queryable Services.
  4. BACKUP.  We shall not be responsible for any backup, recovery or other steps required to ensure that data and information stored on the Queryable network and infrastructure as part of provision of Queryable Services to you is recoverable in the case of any data loss, system fault, software failure, hardware failure or other activity which results in any loss of data, information or other item that is being stored as part of our Queryable Services.
  5. ERRORS/SUPPORT.  In relation to a fault or disruption with the Queryable Services, we will use reasonable endeavors to respond to all requests.  We will provide you with reasonable notice for all scheduled maintenance and/or downtime in advance and shall be entitled to undertake said scheduled maintenance and/or downtime.  In the event that it is our reasonable commercial belief that emergency maintenance and/or downtime is required, we may do so at any time without the requirement to provide reasonable notice to you.
  1. CUSTOMER ACCOUNTS
  1. CUSTOMER ACCOUNTS.  Your Queryable account gives you access to the services and functionality that we may establish and maintain from time to time in our sole discretion. You may never use another User’s account without permission.  When creating your account, you must provide accurate and complete information.  We are not responsible for any unauthorized access to your data or the unauthorized use of Queryable Services under your account.  You represent and warrant that you are solely responsible for the use of Queryable Services whether or not authorized by you, by any employee of yours, any person to whom you have given access to the Queryable Services and/or any person who gains access to your data or Queryable Services as a result of a failure by you to use reasonable security precautions.  You hereby indemnify us and hold us harmless against all costs, claims, expenses and damages whatsoever arising from the use of or access to your data or Queryable Services by any third party.  You may use the Queryable Service and register for an account only if you can form a binding contract with us, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations.  Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of this Agreement.
  2. ACCOUNT SUSPENSION.  We may suspend your Queryable Services without liability if: (i) we have reason to believe that the Queryable Services have, are being, or will be used in violation of the Agreement; (ii) we reasonably believe it is necessary in order to protect our network infrastructure and the provision of the Queryable Services to other customers; (iii) we reasonably believe that your Queryable Services are being accessed or used by third parties without your authorization; (iv) we are required to do so by law; or (v) we believe, in our sole discretion, that it is necessary or otherwise in our best interest to do so.  If your account remains suspended for period of thirty (30) days or more, we may immediately terminate your account without notice to you.
  1. FEES
  1. PAYMENT TERMS.  You are responsible for paying any applicable fees [link to Fees page] and applicable taxes associated with the Queryable Services in a timely manner with a valid payment method.  Unless otherwise stated, all fees are quoted in U.S. Dollars.  All payments must be made electronically by the methods specified within the Queryable Services.  We do not accept cash or checks.  You agree to pay for all services that you purchase through the Queryable Services, and we may charge your selected payment method for any such fees owed.  You are required to keep your billing information current, complete, and accurate (e.g., a change in billing address, credit card number, or expiration date) and to notify Queryable if your selected payment method is cancelled (e.g., for loss or theft).  You are responsible for all charges incurred under your account made by you or anyone who uses your account (including your employees, colleagues, team-members, etc.). If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms.  Your account may be deactivated without notice to you if payment is past due, regardless of the dollar amount.  You are also responsible for paying any governmental taxes imposed on your purchase from or use of the Queryable Services, including, but not limited to, sales, use, or value-added taxes. To the extent Queryable is obligated to collect such taxes, the applicable tax will be added to your billing account.
  2. RECURRING PAYMENTS.  Your Queryable Services will be automatically renewed and your credit card account (or other payment method account) will be charged as follows without further authorization from you: (i) every month for monthly subscriptions; or (ii) such other periodic rate you have selected from among the options offered on the Queryable Services.  Authorization to charge your chosen payment method account will remain in effect until you cancel or modify your preferences within the Queryable Services; provided, however, that such notice will not affect charges submitted before Queryable could reasonably act. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you ordered the applicable service. You agree that charges may be accumulated as incurred and may be submitted as one or more aggregate charges during or at the end of the applicable billing cycle.
  3. CANCELLATION.  You must cancel your subscription within the Queryable Services at least five (5) business days prior to the first day of the next calendar month to avoid being charged the renewal fee for such month.  To cancel your account, [describe how users can cancel their account].  If such notice is provided, your subscription will terminate at the end of the subscription term for which you have paid, and you will not receive a refund for any unused days of such subscription term.
  1. CUSTOMER DATA
  1. LEAD DATA.  In connection with the Queryable Services, you may submit to us customer leads, information, data, and related content (“Lead Data”).  You retain ownership of your Lead Data.  In connection with your Lead Data, you affirm, represent and warrant the following: (i) you have obtained the Lead Data lawfully and that the Lead Data will not violate any third party’s proprietary or Intellectual Property Rights (defined below), (ii) you (or a third party) collected the Lead Data in accordance with a privacy policy that permits you to share such Lead Data with us and which permits us to share the Lead Data with our third party partners for purposes of collecting and providing the Enriched Data (defined below) to you, and (iii) Queryable may exercise the rights to your Lead Data granted under this Agreement without liability or cost to any third party.  Queryable takes no responsibility and assumes no liability for any Lead Data that you provide to us in connection with the Queryable Service, and you shall be solely responsible for your Lead Data and the consequences of sharing it with us and our third party data collection partners.

For purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, moral rights, rights of publicity and privacy, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

  1. LEAD DATA LICENSE GRANT.  By submitting Lead Data to us, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Queryable a royalty-free, sublicensable, non-exclusive, worldwide license to use, display, reproduce, and distribute such Lead Data solely in order to perform the Queryable Services on your behalf.  For the avoidance of doubt, we will use the Lead Data you submit to collect related data from our sources for purposes of enriching and adding information to such data (“Enriched Data”).  In connection with the foregoing, we may share Lead Data with our third party partners solely for the purposes of collecting and providing the Enriched Data to you.
  2. ENRICHED DATA LICENSE GRANT; LIMITATIONS.  Subject to the terms and conditions of this Agreement, we hereby grant to you a license to use, reproduce, distribute and otherwise exploit the Enriched Data to the maximum extent permitted by Queryable and its licensors.  Queryable will not license your Enriched Data to any other Queryable customer without your consent.  Enriched Data will be delivered to you in the manner identified in the Queryable Services.  Queryable will not combine, compile, or otherwise comingle your Lead Data or the Enriched Data with any other data we collect, except to provide the Queryable Services to you.  You acknowledge and agree that Enriched Data may be made available to you for a limited period of time only, and that Queryable may be required by its licensors to permanently delete such Enriched Data after delivering or otherwise making it available to you or after a certain period of time.  It is your sole responsibility to back-up and to promptly download your Lead Data and the Enriched Data we provide to you.
  3. DATA UPON TERMINATION.  If this Agreement is terminated by Queryable due to your breach of the Agreement, you will have no right to access or download any account data, including Lead Data you have provided to us or Enhanced Data we have provided to you.  If this Agreement is terminated for any other reason, Queryable will provide you with thirty (30) days to access your account for purposes of retrieving Lead Data and any Enriched Data saved in CSV format only.  Alternatively, Queryable may choose in its sole discretion to deliver to you (via e-mail or otherwise) all available Lead Data and Enriched Data that is available on your account as of the date of termination.
  1. SECURITY
  1. YOUR OBLIGATIONS.  You will take appropriate security precautions including ensuring appropriately complex passwords, keeping your passwords confidential and regularly changing your passwords.  You will be solely responsible for all activity which takes place on the VS Services provided to you.
  2. QUERYABLE’S OBLIGATIONS.  We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You understand that internet technologies have the inherent potential for disclosure.
  1. PROPRIETARY RIGHTS

The Queryable Services are owned and operated by Queryable or its licensors. The visual interfaces, graphics, design, compilation, information, computer code, products, software, services, and all other elements of the Queryable Services provided by Queryable (“Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any technology which is owned by and provided by our third-party licensors, all Materials contained in the Queryable Services, including without limitation the intellectual property rights therein and thereto, are the property of Queryable or its licensors, subsidiaries or affiliated companies. All trademarks, service marks, and trade names are proprietary to Queryable or its affiliates and/or third-party licensors. Except as expressly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Materials or the intellectual property rights therein or thereto, and you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.

  1. TERM AND TERMINATION
  1. TERM.  This Agreement shall commence on the day it is accepted by you (including acceptance of all incorporated documents) and shall continue until terminated in accordance with the terms of this Agreement.
  2. TERMINATION.
    1. By Queryable.  You agree that Queryable, in its sole discretion and for any or no reason, may terminate any account (or any part thereof) you may have with Queryable and this Agreement with you.  Queryable may also terminate your account immediately if your account has been suspended for a period of thirty (30) days or more by Queryable, or if, in Queryable’s sole discretion, you have violated any provision of this Agreement.  You agree that any termination of your access to the Queryable Services or any account you may have or portion thereof may be affected without prior notice, and you agree that Queryable will not be liable to you or any third-party for such termination. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Queryable Services may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Queryable may have at law or in equity.  In the event Queryable terminates this Agreement pursuant to this Section, you shall not be entitled to a refund for any fees paid for the Queryable Services.
    2. By You.  You may terminate this Agreement at any time by providing notice to Queryable as set forth in the [how to cancel account page].  If you are using a paid service, you will be billed in accordance with the Fees section above.
    3. Survival.  The following Sections shall survive any termination of this Agreement: 3, 4(D), 6, 7(B)(c), 9, 10-15.
  1. MODIFICATION OF TERMS

Queryable may, in its sole discretion, modify or update these Customer Terms and Conditions from time to time, and so you should review this page periodically.  When we change these Customer Terms and Conditions, we will update the ‘last modified’ date at the top of this page.  If there are material changes to these Customer Terms and Conditions, we will notify you either by prominently posting a notice of such changes prior to implementing the change or by directly sending you a notification.  Your continued access or use of the Queryable Service after any such change constitutes your acceptance of the new Customer Terms and Conditions.  If you do not agree to any of these terms or any future Customer Terms and Conditions, do not use or access (or continue to access) the Queryable Services.

  1. PUBLICITY

You hereby grant, and agree to grant, to Queryable a non-transferable, non-exclusive, perpetual, royalty-free, fully paid up, worldwide license, under all applicable intellectual property rights, to use your company’s name, trademarks, and logos solely for purposes of identifying and promoting your company as a client in Queryable’s client and project portfolios (including online and physical materials) during the term of this Agreement and thereafter.  Further, we shall have the right to issue a press release regarding the existence of the partnership between you and us.

  1. CONFIDENTIALITY

You acknowledge that, by reason of this Agreement, each of us shall have access to certain confidential information of the other, including without limitation: (i) all proprietary client information that you submit to us, including Lead Data; (ii) the terms of these Customer Terms and Conditions; (iii) any of Queryable’s proprietary or business information; and (iv) any other information which the receiving party reasonably should have known was the confidential or proprietary of the disclosing party (collectively, “Confidential Information”).  Neither party shall use Confidential Information of the other except for purposes of this agreement, and neither party shall disclose Confidential Information of the other without the prior written consent of the disclosing party.  The obligations set forth in paragraph shall not apply to any information that (i) was previously known to the receiving party free of any obligation of confidentiality; (ii) is or becomes publicly available other than by means of unauthorized disclosure by the receiving party; (iii) is independently developed by the receiving party; or (iv) is required to be disclosed pursuant to statute, regulation, or order of a court.

  1. DISCLAIMERS; NO WARRANTIES

THE QUERYABLE SERVICES AND ANY THIRD-PARTY INFORMATION, SOFTWARE, SERVICES, ENRICHED DATA, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH QUERYABLE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, QUERYABLE, ITS SUPPLIERS, LICENSORS, AND PARTNERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.  QUERYABLE DOES NOT REPRESENT OR WARRANT THAT ANY ENRICHED DATA WILL BE ACCURATE, COMPLETE, OR THAT SUCH ENRICHED DATA WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

QUERYABLE, ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN QUERYABLE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE (INCLUDING WITHOUT LIMITATION ANY FORECASTS OR PREDICTIONS RELATED TO THE PROJECT MANAGEMENT FUNCTIONALITY AND BASED UPON USER PROVIDED INFORMATION THEREIN), THAT THE QUERYABLE SERVICES WILL MEET YOUR REQUIREMENTS, THAT DEFECTS WILL BE CORRECTED, OR THAT QUERYABLE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

QUERYABLE, ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF QUERYABLE SERVICES, INCLUDING THE ENRICHED DATA, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.  YOU (AND NOT QUERYABLE NOR ITS SUPPLIERS, LICENSOR OR PARTNERS) ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR, OR CORRECTION. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN ACCESS TO THE ENRICHED DATA AND ANY OTHER DATA WE PROVIDE TO YOU THROUGH THE USE OF QUERYABLE SERVICES AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR CONSEQUENCES THAT RESULTS FROM THE USE AND DISTRIBUTION OF SUCH DATA. QUERYABLE WILL NOT BE RESPONSIBLE OR LIABLE FOR THE DELETION, CORRECTION, DESTRUCTION, DAMAGE, LOSS, OR FAILURE TO STORE OR MAINTAIN ANY LEAD DATA, ENRICHED DATA, OR ANY OTHER DATA OR INFORMATION.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

  1. LIMITATIONS ON LIABILITY.

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL QUERYABLE OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOSSES OR LIABILITY RESULTING FROM LOSS OF DATA, LOSS OF REVENUE, ANTICIPATED PROFITS, OR LOSS OF BUSINESS OPPORTUNITY) THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE INFORMATION OR MATERIALS ON QUERYABLE  SERVICES, OR ANY OTHER INTERACTIONS WITH QUERYABLE, EVEN IF QUERYABLE OR A QUERYABLE AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, QUERYABLE’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

IN NO EVENT WILL QUERYABLE’S OR ITS AFFILIATES’, CONTRACTORS’, EMPLOYEES’, AGENTS’, OR THIRD-PARTY PARTNERS’, LICENSOR’S, OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF QUERYABLE SERVICES, INCLUDING WITHOUT LIMITATION YOUR INTERACTIONS WITH OTHER USERS, (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING QUERYABLE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.

YOU ACKNOWLEDGE AND AGREE THAT QUERYABLE HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES (INCLUDING THE RISK THAT A CONTRACT REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS), AND THAT THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND QUERYABLE.

  1. LOCATION OF QUERYABLE SERVICES.  The Queryable Services are controlled and operated from our facilities in the United States.  Queryable makes no representations that the Queryable Services are appropriate or available for use in other locations. Those who access or use the Queryable Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import regulations.  You may not use the Queryable Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.  Unless otherwise explicitly stated, all materials found on the Queryable Services are solely directed to individuals, companies, or other entities located in the U.S.  By using the Queryable Services, you are consenting to have your personal data transferred to and processed in the United States.
  2. INDEMNIFICATION  

You agree to defend, indemnify and hold harmless Queryable and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Queryable Services, including any data (including Lead Data or Enriched Data) transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties herein; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any of your Lead Data or any other data that is submitted via your account; or (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code.  Queryable will have the right to control the defense, settlement, adjustment or compromise of any such claims, actions or proceedings by using counsel selected by Queryable.  Queryable will use reasonable efforts to notify you of any such claims, actions, or proceedings upon becoming aware of the same.

  1. MISCELLANEOUS
  1. NOTICE.  Queryable may provide you with notices, including those regarding changes to Queryable’s terms and conditions, by email, regular mail or postings on the Queryable Services. Notice will be deemed given twenty-four hours after email is sent, unless Queryable is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the Queryable Services. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Queryable Services is deemed given five (5) days following the initial posting.
  2. WAIVER. The failure of Queryable to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Queryable.
  3. GOVERNING LAW.  You agree to submit to the personal jurisdiction of a state court located in San Francisco County, California or the United States District Court for the Northern District of California, for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below.
  4. ARBITRATION.  In the unlikely event that Queryable has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding any Queryable claims for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the American Arbitration Association (“AAA”) in the city of San Francisco, California under the commercial rules then in effect for the AAA, except as provided herein.  The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.  Nothing in this Section shall be deemed as preventing Queryable from seeking injunctive or other equitable relief from the courts as necessary to protect any of Queryable’s proprietary interests.  ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.  YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND QUERYABLE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
  5. SEVERABILITY.  If any provision of these Customer Terms and Conditions is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
  6. ASSIGNMENT.  These Customer Terms and Conditions, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Queryable without restriction. Any permitted assignment of this Agreement shall be binding upon and enforceable by and against the our successors and assigns, provided that any unauthorized assignment shall be null and void and constitute a breach of this Agreement.
  7. HEADINGS.  The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
  8. ENTIRE AGREEMENT.  This Agreement, together with any amendments and any additional agreements you may enter into with Queryable in connection with the Queryable Service, shall constitute the entire agreement between you and Queryable relating to the subject matter herein and will not be modified except in a writing signed by both parties or by a change made by Queryable as set forth herein.
  9. ORDER OF PRECEDENCE.  In the event of a conflict among the these Customer Terms and Conditions, the Queryable Terms of Use, and the Queryable Privacy Policy, priority shall be given in order to: these Queryable Terms and Conditions, the Queryable Terms of Use, and the Queryable Privacy Policy.
  10. CLAIMS.  YOU AND QUERYABLE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE QUERYABLE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

 

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