Additional Terms and Conditions for Additional Services

Please read these Additional Terms of Service (“Additional Terms”) carefully before using the Additional Services identified in your order form (“Additional Services”) which will be accessed or used by you in connection with the Simon Data web services (the “Service”) operated by Simon Data, Inc. (“us”, “we”, or “our”).

In addition to those certain terms of service (“Terms”) for use of the Service, your access to and use of the Additional Services is conditioned on your acceptance of and compliance with these Additional Terms (together with the Term, collectively referred to herein as “Terms of Service”). These Additional Terms apply to all visitors, users and others who access or use the Additional Services.

By accessing or using the Additional Services you agree to be bound by these Additional Terms. If you disagree with any part of the terms then you may not access the Additional Services.

1. Provision of Additional Services. Subject to the terms and conditions of the Terms of Service and any order form, including without limitation the payment of all applicable fees, we, through ourselves or our licensors or service providers, (a) will make the Additional Services available to you for the term specified on you order form (“Subscription Term”) and (b) hereby grant to you a revocable, limited, non-exclusive, non- transferable, license, during the applicable Subscription Term, to use data provided to you as part of the Additional Services (“Additional Data”) solely in the manner permitted by the Terms of Service (“Permitted Use”).

• Restrictions.

1. Restrictions.
2. You agree that your use of the Additional Data and Additional Service, and Your Application (defined below) shall not: (i) violate any third-party rights (including any intellectual property rights or individual privacy rights), any applicable laws (including any privacy laws), our Privacy Policy; (ii) contain any tortious, threatening, harmful, defamatory or intentionally misleading, pornographic, obscene, or patently offensive content; (iii) promote racism, bigotry, hatred, or physical harm of any kind against any group or individual; (iv) knowingly transmit or introduce any computer viruses, worms, or any software intended to interfere with, damage or alter a computer system or data; or (v) harvest, collect, gather or assemble information or data regarding any individuals, including email addresses, without their consent. “Your Application” means your programmatic access and use of the Additional Data, which may include, but not by limited to, the software applications or Internet web-based services or electronic or written files or reports, that distributes Additional Data to your third party users, solely to allow the third party users to use Additional Data on your behalf.
3. You represent and warrant that: (i) you will not use any Additional Data (whether alone or in combination with any other data) or the Additional Services in any manner that violates our Terms, these Additional Terms or the terms in the applicable order form; (ii) Your Application will contain limitations on any third party user’s access and use of any Additional Data (whether alone or in combination with any other data) or the Additional Services that, at a minimum, are as restrictive as the restrictions set forth in these Additional Terms, the Terms or the applicable order form; (iii) will not to sell any Additional Data or retain, use, or disclose any Additional Data for any other commercial purpose; and (iv) you will limit access to the Additional Data and Additional Services only to those third parties using the Additional Data on your behalf and for your benefit.
4. You will not use Additional Data or Additional Services (i) for any purpose other than the Permitted Use; (ii) to determine any person’s employability, credit worthiness, credit standing, credit capacity, or other characteristics related to such person’s manner or mode of living, as listed in Section 603(d) of the Fair Credit Reporting Act; (iii) in any manner that violates applicable law; (iv) to build or support (or assist a third party in building or supporting) products or services that are commercial identity resolution and data enhancement products or services; or (v) in any manner that exceeds the scope of the licenses granted or the limits or restrictions set forth in the Terms or an order form.
5. You represent and warrant that you are legally permitted to receive, possess, and/or use any Additional Data licensed from us or our licensors and service providers hereunder, including providing any required notifications to or obtaining any required consents from any individuals with whom you communicate using the Additional Data.
6. You represent and warrant that you will not refer to us or our licensors in any communication (whether written, electronic, oral or any other form) to any individual whose records or information appear in the Additional Data. Further, you shall be responsible for accepting and responding to any inquiries arising out of your use of Additional Data and shall not refer to us or our licensors in written or oral communication in responding to such inquiries without our prior written approval.
7. In addition to the foregoing restrictions, we or our licensors may, at any time, impose restrictions and/or prohibitions on the use of Additional Data or Additional Services: (i) to the extent they are imposed on us or our licensors by (a) applicable laws or any judicial or regulatory interpretations thereof; (b) any self-regulatory frameworks or guidelines; or (c) our or our licensors’ data providers; or (ii) as reasonably necessary, in our or our licensors’ judgment, to properly manage the integrity of the Additional Data or Additional Services in light of issues concerning privacy, confidentiality and other issues to which consumers may be sensitive. You agree to strictly comply with such additional restrictions.
8. Submitted Information. If you provide us or of our or service providers with any data, in order for us or our licensors and service providers to provide the Additional Services (“Submitted Information”), the following provisions shall apply to such Submitted information:
9. License to Submitted Information. You hereby grant us and our licensors and service providers a perpetual, irrevocable, non-exclusive, royalty-free, transferable license to reproduce and use Submitted Information in connection with the provision of Additional Services. You agree that nothing contained in these Additional Terms shall restrict our and our licensors’ right to use, access, process, collect, disclose, share or distribute any identifying information related to any individual that we collect or receive from a different source other than you even if such information is duplicative of any Submitted Information.
10. Submitted Data Representations. You represent and warrant to us and our licensors or service providers that (i) you have obtained or possess all rights necessary, including any third party consents required under applicable laws, to authorize us and our licensors or services providers to use the Submitted Information for the purposes contemplated hereunder and to grant us and our licensors and service providers the licenses set forth hereunder; (ii) your collection and disclosure of Submitted Information for the uses contemplated hereunder complies with all applicable laws and, if applicable, our Privacy Policy; (iii) unless otherwise specified on an order form, the Submitted Information only relates to individuals that reside in the United States; and (iv) you will promptly notify us of any notice from (A) any governmental agency or regulatory authority alleging that the use of any Submitted Information violates applicable law, and/or (B) any individual whose personal data is included in the Submitted Information demanding deletion of any data included in the Submitted Information or challenging the use or accuracy of such data.

• Term and Termination.

• Term. This Agreement will commence upon the Effective Date and continue until the applicable Subscription Term for each order form has expired unless each order form is earlier terminated in accordance with the terms of the Terms of Service.

• Termination. In addition to and without limiting any termination rights set forth in the Terms, we may terminate these Additional Terms, effective immediately, if you breach any of the provisions of Sections 3 and 4 hereof or if the agreement between us and our licensors or service providers of the Additional Data is terminated. Upon the termination of the Terms or these Additional Terms for any reason, all order forms for Additional Services shall automatically terminate.

• Effect of Termination. Upon termination or expiration of the Terms, an order form or these Additional Terms, (i) all license rights granted in these Additional Terms will immediately cease to exist, and (ii) you will irrecoverably delete any and all Additional Data; provided that you will not be required to delete any data, reports, analysis or other output developed by you or on your behalf that are derived from Additional Data in compliance with the terms of these Additional Terms prior to the termination or expiration date; provided that such data output: (1) does not contain all or any substantial part of the original Additional Data in unaltered form or provided on a stand-alone basis, and (2) is not capable of being reverse engineered, decompiled, disassembled or otherwise modified to obtain the original, unaltered form of the Additional Data, that has been derived from the Additional Data.  Termination for any reason shall not relieve you of the obligation to pay any fees accrued or payable to us (including, if applicable, any committed fees for the remainder of the Subscription Term following the date of termination).

• Indemnity; Disclaimer, No Warranty; Limitation of Liability.  

1. Indemnification. In addition to and without limiting any indemnity obligations contained in the Terms, you agree to defend, indemnify and hold us and our licensors and third party providers (and our respective officers, directors, employees, agents, successors and assigns) harmless from any claims, demands, actions, suits, investigations or proceedings brought by a third party and all resulting judgments, settlements, damages, losses, costs, fees (including reasonable attorneys’ fees and court costs) and expenses (“Losses”) due to or arising out of (i) your breach or violation of any of the terms of these Additional Terms or any breach of your representations or warranties set forth herein or (ii) your violation of applicable laws (including any privacy laws).
2. DISCLAIMER, NO WARRANTY.  THE ADDITIONAL DATA AND ADDITIONAL SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE AND OUR LICENSORS AND THIRD PARTY SERVICE PROVIDERS EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. NEITHER US NOR ANY OF OUR LICENSORS AND THIRD PARTY SUPPLIERS MAKE ANY WARRANTY THAT ADDITIONAL SERVICES (I) WILL MEET YOUR REQUIREMENTS; OR (II) WILL BE AVAILABLE ON AN UNINTERRUPTED, FULLY SECURE, OR ERROR-FREE BASIS.
3. LIMITATION OF LIABILITY.  IN NO EVENT SHALL WE OR OUR LICENSOR AND THIRD PARTY SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE ADDITIONAL TERMSOR THE USE OF, OR INABILITY TO USE, ANY PRODUCTS, DATA OR SERVICES PROVIDED HEREUNDER, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4. Third Party Beneficiary. Our licensors shall be third party beneficiaries to these Additional Terms and shall have the right to enforce these Additional Terms directly to the extent they may deem such enforcement necessary or advisable to protect its rights.