Terms and conditions
These updated Terms came into effect on [3 March, 2016, at 11.00 am GMT +1 Time]
Please read these Terms and Conditions (“Terms”) closely before using the ExactVisitor.com website (the “Service”) operated by Exact Visitor Inc. (Exact Visitor, “us”, “we”, or “our”). Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service. By accessing or using the Service you agree to be subject to these Terms. If you disagree with any part of the Terms, then you may not access the Service.
By accepting and agreeing to these Terms, you also accept and agree to the Data Processing Agreement (please seeData Processing Agreement) for processing personal data on our Site and during the course of your use of the Service. Furthermore do you agree this is a business transaction and all sales non-refundable, non-reversal and final as Exact Visitor is not available to consumers and you buy data and that does not fall under the consumer act accordingly to the set laws in the European Union.
In addition, you may not access the Service if you are our direct competitor, except with our prior written consent. In addition, you may not access the Service for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes.
We, Exact Visitor, recommend that you print and keep these Terms.
The Service is run by Exact Visitor and its subsidiaries. We make certain Software applications and platforms available to our customers on our Site for the purposes of providing a business network, and support the exchange of business documents between the parties. Certain parts of the Service may be provided by our sub-contractors acting on our behalf.
It is agreed as follows:
The Interpretation, definitions and rules of interpretation in this clause shall apply in these Terms.
“Authorized Users” = means those employees, agents and independent contractors connected to you who are authorized by you to use the Service and the Documentation.
“Business Day” = means any day, which is not a Saturday, Sunday or public holiday in Denmark.
“Customer Data” = means any data you and any Authorized User’s import, copy or otherwise use during the course of your use of the Service, including your own data and data from third party websites and other sources.
“Documentation” = means the document made available to you online by us via our Site or such other web address notified by us to you from time to time which sets out a description of the Service and the user instructions for the Service.
“Indemnified Person(s)” = Exact Visitor, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g., all relevant Partner(s), licensors, licensees, consultants and contractors).
“Exact Visitor Platform Terms” has the meaning as set out in clause 4.1.
“Service” = means the services described in Clause 3 of these Terms.
“Standard” = Set of internationally agreed standards, directories and guidelines for the electronic interchange of structured data, and in particular, interchange related to trade in goods and services, between independent computerized information systems.
“Site” = means Exactvisitor.com’s website (www.ExactVisitor.com);
“Software” = means the online software applications provided by us as a part of the Service.
“Plugin” = The Software requires Google Chrome and the plugin is needed to be operational.
Clause headings shall not affect the interpretation of these Terms. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns. A reference to a company shall include any company, corporation or other corporate body, wherever and however incorporated or established. Words in the singular shall include the plural and vice versa. A reference to one gender shall include a reference to other genders. A reference to a statute or statutory provision is a reference to such as it is in force for the time being, taking account of any amendment, extension, or re-enactment and including any subordinate legislation for the time being in force. A reference to in writing or written includes faxes but not e-mail. References to clauses are to the clauses of these Terms.
3. USE OF THE SERVICE
1. As a condition for your use of the Service, you agree that:
Exact Visitor will not be held responsible for legal liabilities incurred through the use or misuse of data obtained through the Service. Subject to your compliance with these Terms, we hereby grant you an exclusive, non-transferable right to use the Service solely for your internal business operations. You shall not, and shall not permit Authorized Users, to access, store, distribute or transmit any Viruses, or any material during the course of your use of the Service that:
You shall not, and shall not permit the Authorized Users to:
You shall use all reasonable efforts to prevent any unauthorized access to, or use of, the Service and, in the event of any such unauthorized access or use, promptly notify us.
We reserve the right, without liability to you, to disable, suspend or terminate your access to the Service, the Site, your account or any material if you violate any provision of these Terms.
You are responsible for all activity occurring under your or the Authorized Users use of the Service and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your or the Authorized Users use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data.
4. THE SERVICE
Subject to your compliance with these Terms, we will provide the following services to you:
You acknowledge that we may charge a fee for your use of certain of the above features if those features are advertised on our Site as available for purchase, and such fees will be charged in accordance with Clause 9.
We will use our reasonable efforts to publish updates and news on our Site and notify you about any planned downtime of the Service, and will use reasonable efforts to contact you directly via e-mail to warn you prior to suspension or termination of your account on our Site.
5. Exact Visitors’ TERMS GOVERNING THE USE OF OUR SALES DEVELOPMENT PLATFORM.
You agree to comply with the following terms set out in this Clause 4 (the “Exact Visitor Platform Terms”). The Exact Visitor Platform Terms apply between you and other users of the Service when you add them to your team (each user hereinafter referred to as “Exact Visitor Platform Party”) and we are not liable for their behavior.
Consistency with national laws: Each Exact Visitor Platform Party is responsible for ensuring that the use of the Service and the Site to exchange information is not inconsistent with the law of its own respective country. Exact Visitor makes no representation or warranty that a customer complies with the requirements of their respective jurisdictions, including the requirement of their respective authorities, and Exact Visitor shall have no liability in the event that the use of the Site or Service violates such laws.
Exclusion of liability: You agree that no party shall be liable for any special, indirect or consequential damages caused by a failure to perform its obligations contained in and relating to the Service or our Site.
Exact Visitor reserves the right to change the pricing by giving 7 days’ notice, at Exact Visitor sole discretion.
If you signup for the Service and are representing a competitor or creating a competitor we can suspend the account immediately without notification and remain the subscription at the highest plan active until it is requested for cancellation. Furthermore we reserve the right to bill you a 10000 usd fee during the cancellation process and pursue legal action, you as a clone/competitor agrees to cover the legal fees.
6. USER SUBMITTED DATA AND PRIVACY
The Service allows you and any Authorized User to import, store and otherwise collect data from third party websites and other sources. This data is referred to herein as “Customer Data” as set out in the definitions above.
You shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
You are solely responsible for the Customer Data and the consequences of Exact Visitor or any third party importing, publishing, and otherwise using such Customer Data. In connection with any such Customer Data, you affirm, represent, and/or warrant that you own or have the necessary licenses, rights, consent, and permissions related to the Customer Data and its use by you, Exact Visitor, and any other third party.
In connection with the Customer Data, you further agree that you will not import, store or otherwise use material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Exact Visitor all of the rights and licenses granted herein. Exact Visitor does not endorse any Customer Data or any data, and it expressly disclaims any and all liability in connection with any Customer Data. Exact Visitor does not permit that the Service is used for copyright infringing activities or infringement of intellectual property rights, and Exact Visitor will remove all Customer Data if properly notified that such Customer Data infringes other intellectual property rights. Exact Visitor may remove any Customer Data without prior notice. Exact Visitor may also terminate your access to the Site and the Service, if you are a repeat infringer. A repeat infringer is anyone who has been notified of infringing activity more than once and/or has had any Customer Data removed from the Service more than twice. Exact Visitor also reserves the right to decide whether Customer Data is appropriate and complies with these Terms for violations other than copyright infringement and violations of intellectual property law.
Exact Visitor will store all Customer Data for a limit of 6 months.
Exact Visitor does not use Customer Data in any way, and Exact Visitor are only storing the Customer Data for back-up reasons and reserves the right to delete data after 6 months.
Upon your cancellation or termination of the Service, all Customer Data will be deleted from our records.
7. THIRD PARTY PROVIDERS
You acknowledge that the Service may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that you do so solely at your own risk, and this limitation is not a reason to request a refund, since all sales are non-refundable.
Exact Visitor reserve the right at our discretion to block third party apps that might harm our performance from our plugin.
8. DISCLAIMER OF WARRANTIES
You expressly agree that use of the Service is solely at your risk. None of Exact Visitor, its subsidiaries or affiliates or any of their respective employees, agents, third-party licensors or any of their officers, directors, employees or agents, warrant that use of the site or services will be uninterrupted, secure, virus-free or error free, nor do they make any warranty as to (a) the results that may be obtained from use of the Site or the Service, or (b) the accuracy, completeness or reliability of (i) the content of the Site or Service or (ii) Customer Data provided through the Service. The Service is made accessible or available on an “as is” and “as available” basis. To the extent allowed by applicable law, Exact Visitor hereby disclaims any and all representations, warranties and conditions, whether express or implied, as to the operation of the Service, and other information contained on the site or accessible or available through the Service, including, but not limited to, those of title, non-infringement, merchantability, suitability and fitness for a particular purpose, as well as warranties implied from a course of performance or course of dealing. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, to that extent some of the above limitations may not apply to you.
9. YOUR OBLIGATIONS
You shall not share your Exact Visitor account with anyone. It is tied to you, as a personal account.;You are using the Site and the Service at your own risk and Exact Visitor is not to be held accountable for any usage that making you breach another parties terms. As a customer you give Exact Visitor the right to showcase the company logo on our marketing material and website as customer and post customer.
10. PAYMENT CHARGES
All Service shall be paid for by monthly or annual subscriptions, which is the basic access to the Site and the Service, and a customer can purchase add-ons such as email credits etc.
If you are under a monthly installment and your payment is delayed by 14 days Exact Visitor Inc (Exact Visitor) reserves the right to charge a 30% late fee.
11. INTELLECTUAL PROPERTY RIGHTS
You acknowledge and agree that Exact Visitor and/or our licensors own all intellectual property rights to the Site, the Service and any documentation in connection hereto. Except as expressly stated herein, these Terms do not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licenses in respect of the Site and the Service.
You agree to indemnify, defend and hold any Indemnified Person(s) harmless from and against any third party claim, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of your use of the Service and/or your breach of any of these Terms. You acknowledge and agree that each Indemnified Person has the right to assert and enforce its rights under this Clause 11 directly on its own behalf as a third party beneficiary.
13. LIMITATION OF LIABILITY
In no event shall Exact Visitor, its subsidiaries or affiliates or any of its respective employees, officers, directors, agents, merchants, partners, third-party content providers or licensors, or any of their officers, directors, employees or agents, be liable for any indirect, incidental, special, consequential or punitive damages arising out of or related to: (a) your use of the Site or Service; (b) your inability to use the Site or Service; (c) modification or removal of content submitted through the Service; or (d) these Terms. In no event will Exact Visitor liability in connection with the Service exceed the value of fees paid, if any, to Exact Visitor during the twelve (12) months immediately preceding the date on which the claim arose. You agree that any cause of action arising out of or related to the Site or Service must commence within one (1) year after the cause of action accrues, or the cause of action is permanently barred. Because some jurisdictions do not allow limitations on the duration of an implied warranty, all or a part of the above limitation may not apply for you.
14. FORCE MAJEURE
Exact Visitor shall be excused from performance under these Terms to the extent it is prevented or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from: (a) weather conditions or other elements of nature or acts of god; (b) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion; (c) quarantines or embargoes; (d) labor strikes; (e) error or disruption to major computer hardware or networks or software failures; or (f) other causes beyond the reasonable control of Exact Visitor.
You are responsible for cancelling your account by e-mail to firstname.lastname@example.org and you acknowledge that you have a thirty-one (31) days’ cancellation notice on monthly plans, for quarterly payments 60 days, and 90 days cancellation notice on annual plans, and Exact Visitor reserves the right to charge you for a last month/quarter/year fee during the cancellation of your account plus any outstanding bills. If a company has more than 500 employees and wish to terminate on a monthly plan, we reserve the right to bill the company for 12 months and the account will remain active for the 12 months until termination. Also if you do not cancel within the given timeframe mentioned the subscription auto-renews. If you are on an annual plan you will automatically be moved into the equivalent plan according to the annual pricing option at the renewal.
The fee for the Service is non-refundable, and if you sign up for a subscription you will have to request a cancellation as set out in clause 15 and this has to be done thirty-one (31) days before the next payment date, in other words the minimum period for a signup is two (2) months. When requesting a cancellation the last month fee will be charged right away or when the cancellation is completed and your license will run until the end of the two (2) months cancellation period. When requesting a cancellation you need to specify the account details. If you do not mention other accounts, we assume that it is the one attached to the e-mail and no other account will be cancelled. In case you don’t mention any other account, then you agree that we cannot refund any payments made after cancellation
On termination of these Terms for any reason:
I agree that any trial automatically turns into a paid plan as reffered to on the Pricing page at the time of Signup and will be billed a minimum of 1 quarter, which is equivalent to the amount of 387 usd, unless you cancel by email prior to the 14 days has expired and that can only be done by emailing info@ExactVisitor.com.
A waiver of any right under the Terms is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given. Unless otherwise specifically provided, rights arising under these Terms are cumulative and do not exclude rights provided by law.
If any provision (or part of a provision) of these Terms is found to be invalid, unenforceable or illegal by any court or administrative body of competent jurisdiction, the other provisions shall remain in force.
If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
19. ENTIRE AGREEMENT
These Terms, and any documents referred to herein, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
Each of the parties acknowledges and agrees that in entering into these Terms it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these Terms or not) relating to the subject matter of these Terms, other than as expressly set out in the Terms and Exact Visitor is not reliable for third-party services.
Any notice required to be given under these Terms shall be in writing and shall be delivered by hand, sent by pre-paid first-class post or recorded delivery post to the registered office of the other party.
A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or registered mail shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent via our Site shall be deemed to have been received at the time of transmission.
21. GOVERNING LAW AND JURISDICTION
These Terms shall be governed by Danish law without regard to any choice of law principles.
You agree that exclusive jurisdiction for any claim or dispute with Exact Visitor or relating in any way to your use of the Service resides in the courts of Denmark, and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of the Denmark, in connection with any such dispute and including any claim involving Exact Visitor or its subsidiaries or affiliates or any of their respective employees, officers, directors, agents, merchants, partners, third-party content providers or licensors, or any of their officers, directors, employees or agents.
You agree that any cause of action or claim that you may have with respect to your use of the Service must be commenced within one (1) year after the act or omission giving rise to the claim or cause of action arose.
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