1. LEGAL CONTRACT

a. This Agreement is a legally binding contract between You (the “Customer”) and Demographics Pro, Inc. (“Demographics Pro”).

b. Demographics Pro and all services and information provided via https://www.demographicspro.com are referenced herein as the “Service”, “Services”, “Site” and “Materials”.

c. Demographics Pro provides the Service to you subject to and conditioned upon your acceptance of this Agreement. By accessing and using the service you agree to be bound by this agreement in its entirety.

d. Demographics Pro reserves the right to modify the terms, conditions, and notices under which Demographics Pro offers the Service, including without limitation any modifications associated with the usage of the Site. You are responsible for regularly reviewing these terms, conditions and notices, and any additional provisions posted on the Site. Your continued usage of the Service after the effective date of such modifications constitutes Your acceptance of and agreement to such modifications.

2. THE SERVICE

a. During the Contract Term and as provided in this Agreement, Demographics Pro will provide Customer access to the Service.

b. Demographics Pro may update and/or revise the Site, the Materials, and/or the Service at any time for any reason. Demographics Pro shall not have any obligation to inform You of or furnish to You any such updates and/or revisions.

c. Customer can subscribe to additional elements of the Service from time to time, as agreed to between the parties, and such added elements of the Service shall, starting with the date on which the parties agree to their addition, be included in the Service provided and fees payable under this Agreement.

d. If Customer registers for a free trial of the Service, the following additional terms apply and take precedence over any contrary provisions of this Agreement: Demographics Pro will make the Service available to Customer on a trial basis free of charge until the earlier of (i) the end of the free trial period for which Customer registered to use the Service or (ii) if Customer subscribes to the Service, the effective date of that subscription.

3. PERMITTED USE

a. You may use the Services ONLY as described in these Terms.

b. You may use the Service and information obtained via the Service for the sole benefit of yourself or your business, unless otherwise specified in the Terms.

c. You may also use certain aspects of the Service and certain information obtained via the Service for the benefit of clients with whom you have a contractual relationship, provided that you have written agreement with Demographics Pro covering the specific usage.

d. You agree to abide by any additional terms, codes of conduct, or other notices pertaining to the Services provided by Demographics Pro.

e. You agree to comply with all applicable laws and use the Service in a lawful manner.

4. RESTRICTIONS

You may only use the Service as specified above. You are restricted from using the Service for any other usage, including:

a. Share information obtained via the Services with any third party (unless you have specific written agreement with Demographics Pro for this).

b. Broadcast, reproduce, republish, post, transmit or distribute any part of the Services or any information obtained via the Services (other than as specifically allowed pursuant to these Terms).

c. Sublicense, syndicate, or otherwise resell information obtained via the Service to third parties (unless you have specific written agreement with Demographics Pro for this).

d. Copy, modify, create a derivative work from, reverse engineer or reverse assemble the Service, or otherwise attempt to discover any source code, or allow any third party to do so.

e. Use the Services in any way that harms Demographics Pro, its affiliates, resellers, distributors, customers, service providers and/or suppliers, as determined by Demographics Pro in its sole discretion;

f. Use any means to modify or reroute the Service , or use the Services in any manner that could damage, disable, overburden, or otherwise harm the Services and/or Site or interfere with any other party’s use and enjoyment of the Services and/or Site;

g. Use any meta tags or any other “hidden text” utilizing Demographics Pro’s name or trademarks without the prior written consent of Demographics Pro;

h. Display the Site in frames or utilize any other techniques to display the Site (or any content on the Site) without the prior written consent of Demographics Pro;

i. Use the Services in any manner which is contrary to the provisions of any applicable third party terms of use or other agreements (including any requirement to secure written permission prior to making certain utilization of content);

j. Use the Services to “stalk” or otherwise harass another; and/or collect or store personal data about any other person or entity.

k. Employ any technique to compile any false or misleading information or content;

l. Harm minors in any way;

m. Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;

n. Provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;

o. Use the Services in any manner that violates or infringes the rights of any third parties, including without limitation copyright, trademark, patent publicity, or other proprietary rights;

p. Use the Services to gain unauthorized access to any third party services, user accounts, computer systems, or networks;

q. Use the Demographics Pro domain name or other contact information as a pseudonymous reply email, postal, and/or fax address (or any other type of return address) for any communication transmitted from another location or through another service or otherwise impersonate Demographics Pro or any other third party.

5. CHARGES

a. Customer will be responsible for payments as agreed to by Customer in the Order Form, which include billing on Monthly, Annual, and Pay-per-use basis.

b. Customers purchasing Monthly or Annual plans (“subscriptions”) shall be responsible for all payments during the Contract Term.

c. Payment by Credit Card – Customer will provide Demographics Pro with valid and updated credit card information or bank account information. Customer authorizes Demographics Pro to charge Customer’s credit card or bank account for all fees payable at the beginning of the Initial Contract Term and all subsequent Billing Periods.

d. Payment against invoice – Demographics Pro will invoice Customer at the beginning of the Initial Contract Term and at the beginning of each subsequent Billing Period. All amounts invoiced hereunder are due and payable within 30 days of the date of the invoice.
Payment instructions shall be as set out on Demographics Pro’s invoice. Fees paid in advance are not refundable, except as specifically provided for in this Agreement.

e. Payment Information – Customer shall ensure that all details provided regarding the Customer’s contact information, billing information and credit card information, where applicable, are correct and undertakes to update such information when changes to such information occurs. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are payable in advance throughout the Contract Term.

f. Discounts – Discount codes may be applied to charges as requested by the Customer at time of purchase. Validity of codes will be determined at the sole discretion of Demographics Pro

g. All quoted prices and fees are exclusive of sales, value added and similar taxes, for which the Customer is solely responsible.

6. CONTRACT TERM

a. Where we agree to supply the Service to you on an ongoing or recurring basis, as by Monthly or Annual subscription, they shall be provided to you for an agreed upon minimum fixed period of time (the “Contract Term”).

b. The Contract Term shall begin on the effective date of Customer’s subscription and expire at the end of the period selected during the subscription process, unless earlier terminated in accordance with this Agreement.

c. The length of the Contract Term shall be 12 months, unless otherwise agreed to in writing by the two parties.

d. Unless either party gives the other notice that it does not intend to renew this Agreement at least 30 days in advance of the end of the Contract Term, this Agreement will be automatically renewed for an additional Contract Term, whose length will be the same as the expiring Contract Term.

e. Where we agree to supply the Service to you on a non-recurring basis (“Pay-per-use”), the Service shall be provided with no ongoing obligation for either party, unless additionally agreed to. Fees for Pay-per-use access shall be governed by the published Pay-per-use pricing on the Site at time of purchase.

7. TERMINATION

a. Termination for Cause – Either party may terminate this Agreement for cause: (i) upon 30 days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

b. Suspension for Prohibited Acts – Demographics Pro may suspend Customer’s or any User’s access to the Service for any of the following causes, and Demographics Pro shall provide prompt electronic or telephonic notice of such event: (i) any use of the Service by Customer that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, (ii) Customer’s use of the Demographics Pro email send service that results in excessive bounce-backs, SPAM notices or requests for removal from a mailing list by recipients, or (iii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person.

c. Suspension for Non-Payment – Demographics Pro may suspend Customer’s access to all or any part of the Service for cause upon 10 days’ notice to Customer of non-payment of any amount due hereunder if such amount remains unpaid at the expiration of such period. Demographics Pro will not suspend the Service while Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

d. Suspension for Present Harm – If any Customer website on, or use of, the Service: (i) is being subjected to denial of service attacks or other disruptive activity, or (ii) is being used to engage in denial of service attacks or other disruptive activity, (iii) is creating a security vulnerability for the Service or others, (iv) is consuming excessive bandwidth, or (v) is causing immediate, material and ongoing harm to Demographics Pro or others, then Demographics Pro may, with reasonably contemporaneous electronic or telephonic notice to Customer, suspend all or any access to the Service. In this extraordinary circumstance, Demographics Pro will use commercially reasonable efforts to limit the suspension to the affected portion of the Service and promptly resolve the issues causing the suspension of the Service.

e. Effect of Termination or Expiration – Immediately upon termination or expiration of this Agreement as provided herein, Customer shall cease all use of the Service and return or destroy all Demographics Pro Content in its possession. If Customer terminates this Agreement for cause, Demographics Pro shall promptly refund any fees that Customer has previously paid covering use of the Service after the effective date of such termination. If Demographics Pro terminates this Agreement for cause, Customer shall promptly pay all unpaid fees due through the end of the Contract Term. Other than as provided herein, fees are non-refundable.

f. Retrieval of Customer Data – Upon request by Customer made within 30 days after the date of termination or expiration of this Agreement, Demographics Pro will provide Customer with temporary access to the Service to retrieve, or Demographics Pro will provide Customer with copies of, all Customer Data then in its possession or control. After such 30-day period, Demographics Pro shall have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or control.

8. WARRANTY DISCLAIMER

DEMOGRAPHICS PRO PROVIDES THE SITE AND THE SERVICE “AS-IS,” “WITH ALL FAULTS” AND “AS AVAILABLE,” AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. DEMOGRAPHICS PRO AND ITS LICENSORS PROVIDE NO WARRANTY OR GUARANTEE WITH REGARD TO THE ACCURACY OR TIMELINESS OF ANY INFORMATION AVAILABLE FROM THE SITE OR THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DEMOGRAPHICS PRO DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, THE MATERIALS, THE SERVICE, THE RELATED INFORMATION AND ANY SUCH SERVICES OR CONTENT, INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, THEIR QUALITY, THEIR SECURITY, THEIR MERCHANTABILITY, OR THEIR NONINFRINGEMENT. DEMOGRAPHICS PRO DOES NOT WARRANT THAT THE SITE, THE MATERIALS, THE SERVICE OR ANY RELATED SERVICES OR CONTENT IS FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS NOR DOES DEMOGRAPHICS PRO WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENT THROUGH THE SITE, THE MATERIALS, OR THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, TO THE EXTENT YOUR JURISDICTION PERMITS SUCH LIMITATIONS, ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND/OR TERMS OR CONDITIONS ARE LIMITED IN DURATION TO THE SHORTEST PERIOD PERMITTED BY APPLICABLE LAW. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS AS WELL, WHICH VARY BY JURISDICTION.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DEMOGRAPHICS PRO OR ITS LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF OR INABILITY TO USE THE SITE, THE MATERIALS, AND/OR THE SERVICE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THESE TERMS, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF DEMOGRAPHICS PRO OR ITS LICENSORS, AND EVEN IF DEMOGRAPHICS PRO OR ANY OF ITS LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE NOT SATISFIED WITH THE SITE, THE MATERIALS, AND/OR THE SERVICE OR DO NOT AGREE WITH ANY PART OF THESE TERMS, OR IF YOU HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST DEMOGRAPHICS PRO WITH RESPECT TO THESE TERMS, THE SITE, THE MATERIALS, AND/OR THE SERVICE, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE, THE MATERIALS, AND THE SERVICE. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN SECTION 12 AND SECTION 13 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

10. PUBLICITY

Customer grants Demographics Pro Inc. the right to add Customer’s name and company logo to its customer list and web site. Except for the foregoing, neither party may use the other party’s name or logo without the other party’s prior written consent.

11. TRADEMARKS

“DemographicsPro” is a trademark of Demographics Pro, Inc. Certain other words, phrases, names, designs or logos contained on the Site or within the Service may constitute trademarks, service marks or trade names of Demographics Pro or other entities. The unauthorized use of any trademarks contained on the Site or within the Service is strictly prohibited.

12. FEEDBACK

In the event that You provide Demographics Pro with any information such as (but not limited to) feedback, data, answers, questions, comments, suggestions, plans, or concepts, You recognize the submission of such information to Demographics Pro shall in no way prevent the development, use, or sale of similar products, services, plans and/or concepts by Demographics Pro for any purpose whatsoever.

13. MISCELLANEOUS

Except as expressly stated herein, these Terms constitute the entire agreement between You and Demographics Pro with reference to Your usage of the Service. There are no agreements, conditions, understandings or representations, oral or written, express or implied, with reference to the subject matter of these Terms that are not merged herein, expressly referenced herein, or superseded hereby. These Terms do not limit any rights that Demographics Pro may have under trade secret, copyright, patent, trademark or other laws. If there is any dispute about or involving these Terms, the Site, the Materials, or the Service, You agree that such dispute shall be governed by the laws of the State of California without regard to its conflict-of-law provisions. You agree to personal jurisdiction by and venue in the state and federal courts of the State of California, City of San Francisco. If any provision of these Terms is ruled unenforceable, such provision shall be enforced to the extent permissible, and the remainder of these Terms shall remain in effect. No decision, action or inaction by Demographics Pro shall be construed to be a waiver of any of its available rights or remedies. You may not assign, sublicense, delegate or transfer all or any portion of Your rights or responsibilities under these Terms, by operation of law or otherwise, without Demographics Pro’s express prior written consent. Any attempts to do so shall be void and constitute a material breach of the Terms. Demographics Pro may freely assign, sublicense, delegate or transfer all or any portion of its rights or responsibilities under the Terms by operation of law or otherwise without notice to You. Any assignment of these Terms by Demographics Pro in connection with a sale of its business shall relieve Demographics Pro from any further liability hereunder. All the terms and provisions of the Terms shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns. The captions and section headings used in these Terms are inserted for convenience only and shall not affect the meaning or interpretation of these Terms.