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ACCESS HOOVER’S Terms of Use

Terms of Use

1. Certain Definitions


SCROLL DOWN TO READ THE TERMS OF THIS AGREEMENT AND CLICK THE "ACCEPT TERMS" BUTTON AT THE END. CLICKING ON "ACCEPT TERMS" MEANS YOU HAVE READ, UNDERSTAND AND UNCONDITIONALLY AGREE TO THESE TERMS AND CONDITIONS AND REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO DO SO AS IF YOU HAD ORIGINALLY AGREED TO THEM IN A SIGNED WRITING. IF YOU DO NOT AGREE, HOOVER”S IS UNWILLING TO LICENSE THE SERVICE TO YOU, AND YOU SHOULD CLICK ON "REJECT TERMS" AND RECEIVE A REFUND OF ANY LICENSE FEE YOU HAVE PAID TO HOOVER’S FOR THE SERVICE.


Definitions.

"Agreement" means these terms and conditions of use, and any materials available on the Hoover’s website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Hoover’s from time to time in its sole discretion.

“Company SFDC Administrator” means an administrator who enters into this Agreement on behalf of a corporation or other legal entity.

"Effective Date" means the earlier of either: (i) the date this Agreement is accepted by your selecting the "I Accept" option or, (ii) the date you begin using the Service.

“Hoover’s Data” means the information available to users of the Salesforce.com CRM tool through the Hoover’s Service known as of the Effective Date as Access Hoovers™, regardless of any name change, or any similar product/service, within Hoover’s offerings.

"Hoover’s Technology" means all of Hoover’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Hoover’s in providing the Service.

"Intellectual Property Rights" means inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, know-how and other trade secrets, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

“Service” means the Hoover’s online information services, and any other services identified during the ordering process, developed, operated, and maintained by Hoover’s, accessible via http://www.hoovers.com or another designated website or IP address, or any other services rendered to you by Hoover’s under this Agreement. Service can include Hoover’s Data.

"Software" means any computer programs, or procedures or rules, and associated documentation pertaining to the operation of a computer system provided to you by Hoover’s, Inc. hereunder.

"Users" means your employees, representatives, consultants, contractors, agents and others who are authorized to use the Service and who have been supplied User identifications and passwords by you (or by Hoover’s at your request). “Users” also includes anyone who benefits from Hoover’s Data within Salesforce.com.

“You” means the Company SFDC Administrator, as well as any User of the Service, as defined above.

2. License Grant

Hoover’s, Inc. hereby grants to you a non-exclusive, non-transferable, license to use the Service and the Software, solely for your own internal business purposes, subject to the terms and conditions of this Agreement (“License”).

All rights not expressly granted to you herein are reserved by Hoover’s, Inc. and its licensors.

3. Restrictions

Services are licensed for your internal use only. You will not provide Hoover’s Data or Services to others except for use in the Salesforce.com CRM (customer relationship management) tool, whether directly in any media or indirectly through incorporation in a database, marketing list, report or otherwise, or use or permit the use of Hoover’s Data to generate any statistical or other information that is or will be provided to third parties (including as the basis for providing recommendations to others); use or permit the use of Hoover’s Data to prepare any comparison to other information databases that is or will be provided to third parties; or voluntarily produce Hoover’s Data in legal proceedings. You will not use Hoover’s Data as a factor in establishing an individual's eligibility for (i) credit or insurance to be used primarily for personal, family, or household purposes, or (ii) employment. In addition, you will not use any Service to engage in any unfair or deceptive practices and will use the Services only in compliance with applicable state, local, federal or foreign laws or regulations, including but not limited to those laws and regulations regarding telemarketing, customer solicitation (including fax and/or e-mail solicitation), data protection and privacy.

4. Your Responsibilities

You agree to (i) notify Hoover’s immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Hoover’s immediately and use reasonable efforts to stop immediately any copying or distribution of the Service or Software that is known or suspected by you or your Users; and (iii) not impersonate another User or provide false identity information to gain access to or use of the Service or the Software.

Company SFDC Administrators are responsible for all activity occurring under the company’s User accounts.

5. Ownership of User Data

Hoover’s agrees that it does not own any data, information or material that you submit to the Service in the course of using the Service and Software (collectively, "User Data"). You, not Hoover’s, will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all User Data. You agree that Hoover’s will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any User Data.

6. Ownership of Intellectual Property Rights in the Service, Software and Hoover’s Technology

Hoover’s, Inc. alone (and its licensors, where applicable) will own all right, title and interest, including all related Intellectual Property Rights in and to the Hoover’s Technology, the Software and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Software or Service. Nothing is sold to you under this Agreement, nor does this Agreement convey to you any rights of ownership in or to the Service, the Software, the Hoover’s Technology or any Intellectual Property Rights therein, or any other Intellectual Property Rights owned by Hoover’s. Hoover’s Data is the proprietary, copyrighted works of Hoover’s and its licensors. The Hoover’s name, the Hoover’s logo, and the product names associated with the Software and Service are trademarks of Hoover’s or third parties, and no right or license is granted here to use them.

7. Representations and Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service or Software, and that your billing information is correct.

8. Disclaimer of Warranties

HOOVER’S AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE HOOVER’S DATA, SERVICE OR SOFTWARE. HOOVER’S AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE OR SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, OR DATA, (B) THE SERVICE OR SOFTWARE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PROVIDED BY HOOVER’S WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE, SOFTWARE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND SOFTWARE ARE PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY HOOVER’S AND ITS LICENSORS. HOOVER”S WILL NOT BE LIABLE FOR ANY LOSS OR INJURY ARISING OUT OF, IN WHOLE OR IN PART, HOOVER'S CONDUCT IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING OR DELIVERING SERVICES.

9. Termination

Any breach of your payment obligations or unauthorized use of the Hoover’s Technology or Software or Service, or your failure to comply with the terms and conditions hereof, will be deemed a material breach of this Agreement. Hoover’s, in its sole discretion, may immediately terminate your password, account or use of the Service or Software if you materially breach this Agreement.

10. Effect of Termination

Upon expiration or termination of a License with respect to particular Software or Service, or upon receipt of Software or Hoover’s Data that is intended to supersede previously obtained Software or Hoover’s Data, unless D&B instructs you otherwise, you will immediately delete or destroy all originals and copies of the Hoover’s Data and/or Software, as applicable.

11. Limitation of Liability

IN NO EVENT WILL HOOVER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. HOOVER’S SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. Notice

Hoover’s may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Hoover’s account information, or by written communication sent by first class postage pre-paid mail to your address on record in Hoover’s account information. Such notice will be deemed to have been given 48 hours after mailing if sent by first class postage pre-paid mail or 12 hours after sending if sent by email. You may give notice to Hoover’s (such notice will be deemed given when actually received by Hoover’s) at any time by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Hoover’s.

13. Modifications to These Terms and Conditions

Hoover’s reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service and Software at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement, as it may have been so modified from time to time. Continued use of the Service after any such changes will constitute your consent to such modifications.

14. Assignment
You may not assign any of your rights under this Agreement. All assignments of rights by you are prohibited under this subsection, whether they are voluntary or involuntary, by merger, consolidation, dissolution, operation of law, or any other manner. For purposes of this Section (i) a “change of control” is deemed an assignment of rights; and (ii) “merger” refers to any merger in which you participate, regardless of whether you are the surviving or disappearing corporation. You may not delegate any performance under this Agreement. Any purported assignment of rights or delegation of performance in violation of this Section is void. Hoover’s may assign the Agreement or any rights or obligations in connection with a merger or consolidation involving Hoover’s (so long as the assignment is to the newly merged or consolidated entity) or the sale of substantially all of Hoover's assets (so long as the assignment is to the acquirer of such assets).

15. Privacy & Security

Hoover’s privacy and security policies may be viewed at http://www.hoovers.com. Hoover’s reserves the right to modify its privacy and security policies in its reasonable discretion from time to time.

16. Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

17. General

This Agreement will be governed by state of Texas law and applicable United States federal law, without regard to any choice or conflicts of law provisions. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service will be subject to the exclusive jurisdiction of the state and federal courts located in Austin, Texas. No provisions of any purchase order, preprinted form or document will add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Hoover’s as a result of this Agreement or use of the Service. The failure of Hoover’s to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by Hoover’s in writing. This Agreement comprises the entire agreement between you and Hoover’s and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and Hoover’s regarding the subject matter hereof. The parties shall keep the existence of this Agreement, and the transactions it contemplates, strictly confidential, except as required by law and except as the parties otherwise agree in writing prior to any disclosure.


Questions or Additional Information:

If you have questions regarding this Agreement or wish to obtain additional information regarding the Service or the Software, please send an e-mail message to your Hoover’s account representative.