1. PRODUCTS Use of certain Products may be subject to additional terms and conditions, including payment of fees, which Mitibase will post on the Site. When you register for or use such Products, such additional terms and conditions will apply and be deemed incorporated into these Terms.
2. LICENSE Mitibase grants you a non-exclusive, non-transferable, non-sublicensable, revocable license (the "Mitibase License") to access and use the Services during the term hereof, subject to all of the terms and conditions hereof, including your satisfaction of all registration, payment and/or other requirements to the extent applicable to particular Products, as described on the Site.
3. ACQUISITION AND/OR USE OF SERVICES If you (i) sign up for any Mitibase Products Trial Subscription or Pay Subscription Service (ii) or provide Mitibase with access to your email account, the following terms and conditions will also apply: (a) You will provide Mitibase with access to certain information related to your contacts, as well as businesses and business people ("Client Data"), including individuals’ names, email addresses, phone numbers, professional titles, names of the organizations in which they are employed, business addresses and domain names of their businesses, which are stored by the application that your computer uses to manage your email and contacts, known as an "email client" (e.g., Microsoft Outlook) or by a provider of cloud services for email (e.g. Google Apps). By providing Mitibase with access to your email client, and/or email account, you agree to grant Mitibase and any of its affiliates a nonexclusive, unrestricted, irrevocable, perpetual, royalty-free, worldwide, assignable, transferrable, sublicensable license, in all formats or media, whether now known or hereafter devised or discovered, to access, use, reproduce, display, perform, transmit, translate, sell, transfer, host, modify, distribute, disclose, publish, assign, and create derivative works from Client Data that you have stored in your email client and/or email account, including in your contacts list and email messages, or otherwise to make available the Client Data to any third party, including Mitibase customers, contractors, strategic partners, agents and service providers (the “User License”). (b) You will be entitled to use Services and Products, which permit you to access premium information, functionality, and support listed on our website in the Mitibase database for so long as (i) you continue to subscribe to and pay the monthly/annual recurring fee and (ii) the Software remains installed and contributes Client Data, as provided herein.
4. USER CONDUCT In using the Services, you (i) agree not to send to Mitibase or upload onto or through the Website any information (e.g., contact information of your network contacts or business acquaintances) unless you have obtained consent to do so from the applicable third party whose information is being provided; and (ii) that you: (a) have not thereby violated and shall not violate any applicable international, country, province, federal or state laws, regulations or rules (collectively, "Laws"); (b) shall not make any Client Data available to Mitibase if doing so would violate any applicable Laws, industry or professional codes or standards, contractual or fiduciary obligations, confidentiality obligations, or employer policies or other requirements to which you are bound; (c) shall not transmit any information, data, images, or other materials that are unlawful, harmful, threatening, harassing, libelous, defamatory, vulgar, obscene or otherwise objectionable or that may invade another's right of privacy or infringe any intellectual property right, including patent, trademark, service mark, trade secret, copyright or other proprietary rights of any third party; (d) shall not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; (e) shall not violate or attempt to violate the security of any of the Services, including by: logging or attempting to log in to a server or account that you are not authorized to access; testing, scanning, probing or hacking the vulnerability of the Site or any network used by the Site or to breach security, encryption or other authentication measures or attempting to any of the foregoing; or interfering with the Site by overloading, flooding, pinging, mail bombing or crashing it or attempting to do any of the foregoing; (f) shall not share your password, permit, authorize or enable anyone else to access your account, or do anything else that could reasonably be expected to jeopardize the security of your account; (g) shall not reverse engineer, decompile, disassemble or otherwise attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques, algorithms or any other aspect or element of any portion of the Services; (h) shall not "scrape" Mitibase Information from the Services, or use or attempt to use any engine, software, tool, agent or other device or mechanism (including browsers, spiders, bots or robots, avatars or intelligent agents) to navigate or search any portion of the Site, other than through use of the search engine and search agents available from Mitibase on the Site and generally available to third party web browsers (e.g., Mozilla Firefox, Google Chrome, Apple Safari and Microsoft Internet Explorer); or (i) shall not harvest or collect Mitibasei Information, email addresses or other contact information of other users from the Site or Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications.
5. ADDITIONAL RESTRICTIONS/OBLIGATIONS (a) You may not develop or derive for commercial sale any data in any form that incorporates or uses any of the Mitibase Information. (b) You may not modify, copy, distribute, download for storage on a hard drive or any other storage media, display, use, publish, license, create derivative works from, transfer or sell any Mitibase Information, except that you may store, print, and/or email personal or company summaries comprising Mitibase Information as needed for your personal, non-commercial use. (c) You shall: (i) provide true, accurate, current, and complete information about yourself if prompted by the registration form; and (ii) maintain and update this information to keep it true, accurate, current, and complete. (d) You shall abide by all copyright notices or restrictions contained in any content accessed through the Site.
6. SUBMISSIONS (a) You are solely responsible for the content of any submission you make to the Site. Mitibase reserves the right but does not assume any obligation, to delete content that Mitibase, in its sole discretion, deems abusive, defamatory, obscene, in violation of any Laws, or otherwise unacceptable. (b) Any information or material sent to Mitibase will be deemed NOT to be confidential. By sending Mitibase any information or other material, including with respect to Client Data, you grant Mitibase a non-exclusive, unrestricted, irrevocable, perpetual, royalty-free, worldwide, assignable, transferrable, sublicensable, right and license, in all formats or media, whether now known or hereafter devised or discovered, to use, reproduce, display, transmit, translate, rent, sell, modify, disclose, publish, create derivative works from and distribute that Client Data, material or information. You further agree that Mitibase is free to use any ideas, concepts, know-how, or techniques that you send us for any purpose. You further agree to indemnify, defend and hold Mitibase harmless from any liability arising due to the submission to us or our use, publishing, disclosing, or distribution of any such material or information.
7. PROPRIETARY RIGHTS (a) Mitibase and/or its licensors own the Services, including all software and other technology provided or employed by Mitibase in connection with the Services, and the contents, design, layout, functions, appearance, and other intellectual property comprising the Services, including all copyrights, trademarks, service marks, trade secrets, patents, and other intellectual property rights inherent therein or appurtenant thereto. Without limitation of the foregoing, as between Mitibase and you, Mitibase shall retain all right, title, and interest in and to the compiled biographical and company data and all other materials accessible by means of the Services, including news articles, company summaries, company descriptions, people summaries, and contact information, and the selection, coordination and arrangement of such content, and you shall not acquire ownership in any of the Mitibase Information by reason of your right to access Mitibase Information or your subscription to any Software or Service pursuant to the Mitibase License. (b) By furnishing Mitibase Information, Mitibase does not grant any licenses to any copyrights, patents, trademarks, trade secrets, or other intellectual property rights other than the limited rights to use the Services, as set forth herein and subject to the Mitibase License. All rights not expressly granted herein under the Mitibase License are reserved by Mitibase.
8. PROVISION OF SERVICES (a) Mitibase may make improvements or changes in the Services at any time without notice. (b) Mitibase shall not be responsible for any failure to remove, or delay in removing, harmful, inaccurate, unlawful, or otherwise objectionable content originating with or otherwise provided by third parties except to the extent provided by law. (c) Mitibase will use reasonable commercial efforts to protect the integrity of Client Data. However, Mitibase shall not be liable for any loss or damage resulting from total or partial loss of your data or from any corruption of your data. Data can get lost or become corrupt as a result of a number of causes, including hardware failures, software failures or bugs, or communications failures. Mitibase recommends that you periodically back up your information and web summaries onto media not associated with Mitibase, including printing a hard copy. (d) Mitibase will use reasonable commercial efforts to provide the Services on a 24/7 basis but it shall not be responsible for any disruption, regardless of length.
9. TERM; TERMINATION (a) The term hereof, and of the Mitibase License, will commence when you first access the Services and shall continue in effect until terminated by either party as provided herein. Mitibase may, in its sole discretion, terminate or suspend your access to all or part of the Services for any or no reason and with no prior notice to you; provided, however, if Mitibase terminates for a reason other than your misconduct or breach of these Terms, and you have prepaid for Services, Mitibase will reimburse you on a pro-rata basis for the unused pre-paid amounts. You may terminate your use of the Services by selecting to cancel your subscription through the use of the ‘My Account page on the Site. Upon termination of your use of the Services, the Mitibase License will likewise terminate and you must cease using the Services, including the Mitibase Information, on the last paid period day. The provisions of Sections 4, 5, 7, and 11-15 hereof shall survive the expiration or termination of these Terms. The User License shall also survive any termination of these Terms.
10. LINKS TO OTHER SITES; THIRD PARTY OR OTHER The Site may contain links to websites that Mitibase does not operate. Mitibase is not responsible for and does not monitor the content of these websites, and you should direct any concerns regarding these websites to their respective site administrators or webmasters.
12. DISCLAIMERS; LIMITATIONS MITIBASE IS MAKING THE SITE AND OUR SERVICES AVAILABLE “AS IS” WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SITE OR SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE AND SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. MITIBASE DOES NOT WARRANT THAT THE SITE OR SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE. MITIBASE’S LIABILITY TO YOU IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW AND MAY NOT EXCEED THE FEES YOU HAVE PAID MITIBASE FOR THE USE OF THE SERVICE. IN NO EVENT SHALL MITIBASE, ITS AFFILIATES OR EITHER’S RESPECTIVE DIRECTORS, EMPLOYEES, SHAREHOLDERS, MEMBERS, AGENTS OR REPRESENTATIVES BE LIABLE TO YOU FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE OR SERVICE OR ANY OTHER MATERIALS OR SERVICES PROVIDED TO YOU BY MITIBASE. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION.
14. CHANGES TO THE TERMS Mitibase may modify these Terms at any time by posting changes on the Site; however, (i) such changes will only become effective and binding after Mitibase provides notice on the Site or by email that these Terms have changed, and you first use the Services following the date of such posting, (ii) the changes will only apply with respect to your use of the Services after such changes become effective, and (iii) any imposition or change of fee obligations will only apply if and when you expressly agree. If at any time you find these Terms unacceptable and do not agree with them, you thereafter will have no right to use or access the Services.
15. CHANGE IN CONTROL In the event of a change of control of Mitibase or the sale of substantially all of Mitibase assets or other corporate events, all rights of Mitibase hereunder shall be transferable without notice to you.
16. MISCELLANEOUS (a) Complete Agreement. These Terms constitute the entire understanding between the parties and supersede all prior oral and written statements made by the parties with respect to the subject matter of these Terms. (b) Assignment and Waiver. Mitibase may assign its rights under these Terms at its discretion. You may not assign, sublicense or transfer your rights under these Terms or the Mitibase License in whole or in part to anyone else without the prior written consent of Mitibase. (c) Governing Law. These Terms and all rights and obligations under these Terms shall in all respects be governed by and construed and enforced in accordance with the laws of India and the courts of Pune shall have exclusive jurisdiction to adjudicate any subject matter under these Terms. (d) Equitable Relief. The remedy at law for breach of Mitibase’s rights pursuant to these Terms may be deemed inadequate. Therefore, Mitibase shall be entitled, in addition to such other remedies as it may have at law or in equity, to preliminary and permanent injunctive relief and to specific performance for any breach or threatened breach of these Terms by you without proof of any actual damages that have been or may be caused to it by such breach, and without the requirement of the posting of a bond. (e) Severability; Waiver. If for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms to be unenforceable, all other Terms and Conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of these Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. (f) Legal Expenses. The prevailing party in any legal action brought by one party against the other that arises out of these Terms shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its legal expenses, including court costs and reasonable attorneys' fees. (g) Headings. The captions and headings used in these Terms are inserted for convenience only and shall not affect the meaning or interpretation of these Terms. All references herein to "including" and variations thereof shall be deemed to mean, "including, but not limited to." (h) Notices. Notices required or permitted hereunder that are intended for you personally and not all users of the Services shall be sent to you at the most recent email address on file with Mitibase. Notices to Mitibase shall be sent by email to email@example.com or by mail to Mitibase Technologies Pvt Ltd Attn: Satish Patil, 8, Lotus Enclave, 98 Anand Park, Aundh, Pune - 411007, INDIA