Mozenda Standard Terms, Conditions and Privacy Policy

Introduction. This Agreement between You and Mozenda ("Mozenda") consists of these Standard Terms and Conditions ("Terms and Conditions") and the Mozenda Frequently Asked Questions ("FAQs"). "You" or "Customer" means any entity identified in a request form submitted by the same or affiliated persons, and/or any agency acting on its (or their) behalf, which shall also be bound by the terms of this Agreement. If You are an agency, You also represent and warrant that (1) the customer on whose behalf You are acting has authorized You to enter into this Agreement and to assume the obligations under this Agreement on such customer's behalf and to represent such customer within the scope of this Agreement and the Program, and (2) such customer agrees to be bound by the terms of this agreement, including but not limited to paying Mozenda for data or information delivered pursuant to this Agreement. Please read very carefully these Terms and Conditions and the FAQs.

1. Uses. You agree that the use of Mozenda service and products are used solely in conjunction with the extraction of data from publicly accessible websites (including sites which may require a user login). In all cases where copyrighted data may be included as part or all of the extracted data, you agree to comply with all copyright laws and rules covering such data including (but not restricted to) the reproduction and resale of said data. You agree that Mozenda will not be held responsible for legal liabilities incurred through the use or misuse of data obtained through Mozenda services or products. You agree not to share your Mozenda user account login information with any 3rd-party persons or agencies who do not fall under the scope of this agreement.
   
   
2. Mozenda FAQs. You acknowledge and agree that in order for Mozenda to (among other things) maintain the integrity and dynamic nature of the Service, Your participation in the Service is subject to the FAQs, which are incorporated into these Terms and Conditions by reference and may be modified by Mozenda at any time to reflect changes in how Mozenda makes the Service generally commercially available.
   
   
3. Targets; Your Target Web Site(s). You are solely responsible for knowing the contents of the FAQs. You are solely responsible for all "Targets Web Sites" and for the content contained within them. Mozenda is not responsible for anything related to Your Target Web site(s).
   
   
4. Prohibited Uses. Mozenda strictly prohibits using any Mozenda service: (i) to generate fraudulent impressions of or fraudulent clicks on Customer's ad(s) or third-party ad(s); (ii) to extract data that are illegal in any state or country where the Customer resides; (iii) to engage in any other illegal or fraudulent business practice under the laws of any state or country where Your the Customer resides; (iv) to extract data from Adult or Pornographic websites. Violation of these policies may result in immediate termination of this Agreement without notice, and may subject You to state and federal penalties and other legal consequences.
   
   
5. Termination; Cancellation. Unless otherwise agreed to in writing by the parties, You may cancel or delete any subscription and/or terminate this Agreement with or without cause at any time. Mozenda may at any time terminate the Program, terminate this Agreement, or cancel any subscription(s) or Your use of any subscription. Except as set forth in Section 4 above or unless Mozenda has previously canceled or terminated Your use of the Service (in which case subsequent notice by Mozenda shall not be required), Mozenda will notify You via email of any such termination or cancellation, which shall be effective immediately. Upon cancellation of any subscription or termination or expiration of this Agreement for any reason, (i) You shall remain liable for any amount due for subscriptions already delivered through the date such cancellation or termination takes effect, and (ii) Sections 4 through the last section shall survive expiration or termination.
   
   
6. Confidentiality. During the term of this Agreement and for a period of two years following the termination or expiration of this Agreement, each party agrees not to disclose Confidential Information of the other party to any third party without prior written consent except as provided herein. "Confidential Information" includes (i) subscriptions, including their definition and content, (ii) except as provided in subsection (i) above, any other Service information or access to technology prior to public disclosure provided by Mozenda to You and identified at the time of disclosure in writing as "Confidential." It does not include information that has become publicly known through no breach by a party, or has been (i) independently developed without access to the other party's Confidential Information; (ii) rightfully received from a third party; or (iii) required to be disclosed by law or by a governmental authority. Nothing in this Agreement shall prohibit or limit either party's use or disclosure of the U.S. Federal income tax treatment and U.S. Federal income tax structure of any transaction contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment or tax structure, except where confidentiality is necessary to comply with applicable federal or state securities laws.
   
   
7. No Guarantee. Mozenda makes no guarantee regarding the extraction, storage, delivery timeliness of data defined within the scope of a subscription.
   
   
8. No Warranty. Mozenda MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO SERVICES OR PRODUCTS, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.
   
   
9. Limitation of Liability; Force Majeure. EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) Mozenda'S AGGREGATE LIABILITY TO CUSTOMER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT PAID TO Mozenda BY CUSTOMER FOR THE SERVICE GIVING RISE TO THE CLAIM. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.
   
   
10. Payment, Refunds. You agree to pay all applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity, and that Mozenda may change its pricing at any time, as reflected in the FAQs. There are no refunds for payments made once service has been rendered. If You dispute any charge made under the Program, You must notify Mozenda in writing within fifteen (15) days of any such charge; failure to so notify Mozenda shall result in the waiver by You of any claim relating to any such disputed charge. Charges shall be calculated solely based on invoicing records maintained by Mozenda for purposes of billing. No other measurements or statistics of any kind shall be accepted by Mozenda or have any effect under this Agreement.
    
    
11. Representations and Warranties. You represent and warrant that (a) all of the information provided by You to Mozenda to use the Service is correct and current.
    
    
12. Your Obligation to Indemnify. You agree to indemnify, defend and hold Mozenda, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g., all relevant Partner(s), licensors, licensees, consultants and contractors) ("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 term of this Agreement. You acknowledge and agree that each Partner, as defined herein, has the right to assert and enforce its rights under this Section directly on its own behalf as a third party beneficiary.
    
    
13. Miscellaneous. You will be responsible for all reasonable expenses (including attorneys' fees) incurred by Mozenda in collecting unpaid amounts under this Agreement. This Agreement shall be governed by the laws of Utah, except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in Utah County, Utah. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and any non-Mozenda purchase order, invoice or other document relating to the subject matter hereof and any additional terms contained therein shall be null and void. Each party hereto is duly authorized to enter into this Agreement and perform its obligations hereunder. Any modifications to this Agreement must be made in a writing approved by the Mozenda Legal Department and executed by both parties. Unless otherwise expressly set forth herein, any notices shall be sent to (a) in the case of Mozenda: c/o Mozenda, 1180 South 800 East, Suite A, Orem, Utah 84097, with a copy to the Mozenda Legal Department; and (b) in the case of Customer, to the address then on record with Mozenda for Your account. Notice shall be given via (x) confirmed facsimile, with a copy sent via first class or air mail; or (y) overnight courier, and such notice shall be deemed given upon receipt. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. Customer may not resell, assign, or transfer any of its rights hereunder. Any such attempt may result in termination of this Agreement, without liability to Mozenda. The relationship(s) between Mozenda and the "Partners" is not one of a legal partnership relationship, but is one of independent contractors. This Agreement shall be construed as if both parties jointly wrote it.