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Terms of Use Hoover's Connect



Hoover's has acquired Visible Path's technology to bring you Hoover's Connect. When you subscribe to Hoover's Connect, you must agree to the Terms of Use below.

TERMS OF USE
for both free and paid versions of Visible Path and Hoover's Connect
BY SUBMITTING AN ORDER FORM TO OR REGISTERING WITH HOOVER'S, INC.
(.Hoover's.),
YOU
(as an individual or as an authorized representative of an organization) (.You. or .Your., as applicable)
AGREE TO BE BOUND BY ALL OF THESE TERMS OF USE (.TERMS.).

 
Last updated 1/10/07

1. Licenses and Restrictions.
1.1 Subject to these Terms and the timely payment of applicable fees, if any, Hoover's grants You the non-exclusive, nontransferable, limited right during the Subscription Period to: (i) (x) access and use the Service and the Client Software for Your internal business purposes, or (y) if You are entering into these Terms on behalf of Your organization (as set forth on the applicable Order Form), allow the number of Subscribers paid for pursuant to the Order Form a subscription to access and use the Service and the Client Software solely for internal business purposes; and (ii) install the Client Software on Your or each of Your authorized Subscriber.s computers.


1.2 Except as expressly set forth in these Terms, You may not, and will ensure that Your Subscribers, if applicable, do not: (i) copy, modify, adapt, create derivative works, reverse engineer, decompile, disassemble, reformat, recast, or derive the source code from the Software, or permit others to do so; (ii) circumvent or otherwise enable unauthorized users to access or use the user names and passwords related to the Service; (iii) make the Service available under any consulting, time sharing, outsourcing, service bureau service, loan, rental, or lease arrangement; or (iv) transfer the Software in any form or media. Portions of the Software may not be used independently of the Service. 


2. Description of the Service. The Service enables You, and/or Your Subscribers (as set forth on the applicable Order Form) to map and manage Your professional social network, connect to contacts, collaborate with colleagues and gain insight into the relationships You  have and access to the ones You need. Our corporate networks help You connect Your employees and provide access to the corporate social network to sell, market and recruit more effectively.


3. Support of the Service. Hoover's will, either directly or through its third party service providers, host, operate, support, manage and make the Service and the Client Software available to Subscribers. For the non-paid version of the Service, the Service is provided on an AS-IS basis. For paid versions of the Service, the Service is provided in accordance with the service levels and support terms available at  http://info.hooversconnect.com/support.php.


4. Obligations. You will immediately notify Hoover's of any unauthorized use of the Service, including, without limitation, unauthorized access to and/or use of user names and passwords.  You will be solely responsible for the costs and equipment associated with Internet connectivity necessary to access and use the Service.  If You are an organization, You will be solely responsible for the actions of Your Subscribers relating to the access and use of the Service.


5. Data.
5.1 You own your data. The information you contribute to the system includes search index information, profile information, relationship information, account information and activity information. When you unsubscribe, all of this information is deleted, except search index information, since multiple subscribers may know the people that you know, although the existence and the strength of Your relationship with the people are deleted. Data transmitted and analyzed by the Service is transmitted to and stored on Hoover's servers in encrypted form.


5.2 Hoover's collects and uses Your data in accordance with Hoover's then-current published privacy and security policies available at http://info.hooversconnect.com/privacy.html and http://info.hooversconnect.com/security.html, each of which may be modified and updated by Hoover's at its discretion from time to time. Your continued use of the Service and the Client Software following any such change will constitute your binding acceptance of the change.


6. Ownership and Proprietary Rights Notices.
6.1 You acknowledge and agree that Hoover's and its third party licensors (where applicable) own all right, title and interest, including all related intellectual property rights in and to the Service and the Software and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You relating to the Service and/or the Software. All rights not expressly granted to You herein are hereby reserved by Hoover's.


6.2 You shall not delete, alter, cover, or distort any copyright, trademark, or other proprietary rights notice placed by Hoover's on or in the Software.


6.3 You shall be solely responsible for the accuracy, quality, legality, integrity and use of the data by You and Your Subscribers, if applicable.


7. Subscription Fees and Renewal.
7.1 During the Term, Hoover's may accept Order Forms from time to time regarding the purchase by You of subscriptions to the Service. As applicable, each Order  Form will include: (i) the type and number of Subscribers authorized to access and use the Service and the related Client Software; (ii) the applicable Subscription Period; (iii) the applicable subscription fee payable to Hoover's; and (iv) any additional terms and conditions mutually agreed upon by the parties. An Order Form will be deemed accepted by You when You place an order by: (i) signing (in writing or electronically) the Order Form and returning it to Hoover's, (ii) issuing a purchase order for the Service on the Order Form, or (iii) sending an email or other writing accepting the terms of the Order Form. Upon acceptance, such Order Form shall be deemed part of and subject to these Terms.


7.2 You shall pay Hoover's the fees set forth in the applicable Order Form, if any. Unless otherwise specified in the applicable Order Form or if You have selected the automatic billing option, Hoover's will issue an initial invoice upon the acceptance of each Order Form and for any renewals. Payment will be due within thirty (30) days of the date of Hoover's invoice. If You have signed up for a fee based version of the Services and You selected to pay using an automatic payment and billing option, by using the Service and/or the Software, You are expressly agreeing that Hoover's is permitted to bill You the applicable fees, any applicable tax and any other charges you may incur in connection with your use of the Service and/or the Software and the fees will be billed to Your credit or debit card on file at the beginning of your Subscription Period and thereafter at regular intervals for the remainder of Your Subscription Period or unless these Terms are otherwise terminated. All fees are exclusive of any sales, value-added, foreign withholding or other government taxes, duties, fees, excises, or tariffs imposed on the production, storage, licensing, sale, transportation, import, export or use of the Service or Software (collectively, .Taxes.). You shall be responsible for, and if applicable, reimburse Hoover's for, all such Taxes, except for taxes based on Hoover's net income.


7.3 You will provide Hoover's with complete and accurate billing and contact information and will notify Hoover's in writing of any changes within thirty (30) days of any such change.


7.4 If You fail to timely pay any amount due within thirty (30) days of the payment due date: (i) You shall pay, in addition, interest at the rate of one and one half percent (1 1/2%) per month, but not to exceed the maximum allowed by law; and (ii) Hoover's may, at Hoover's  option, suspend Your and Your Subscriber.s access to the Service and, if the delinquency continues for an additional fifteen (15) days after the initial suspension date, Hoover's may, at its option, terminate these Terms. Fees will continue to accrue during any such suspension. 


7.5 Paid subscriptions to the Service will automatically renew on the anniversary date of the beginning of the applicable Subscription Period for an additional Subscription Period, unless either party notifies the other in writing of its intent not to renew the Service at least thirty (30) days prior to the end of the then-current Subscription Period. Upon such non-renewal, if Hoover's does not convert Your license to a non-paid subscription license, Your access to the Service and license to the Client Software under all applicable Order Forms will be terminated.


7.6 If You request, and Hoover's agrees, to reinstate any subscription after a lapse in or suspension of service, Hoover's may, at its discretion, charge a reconnection fee for such reinstatement.


8. Warranty. Each party represents and warrants to the other that it has the legal power and authority to enter into these Terms. You represent and warrant that all information provided by You to Hoover's is complete and accurate. You assume all responsibility for the selection, access and use of the Service by You and Your Subscribers.


9. Indemnification.
9.1 Hoover's will indemnify, defend and hold You, and, if You are an authorized representative of an organization, Your parent, subsidiaries, affiliates, officers, directors, employees and agents, harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys. fees and costs) arising out of or in connection with any claim by a third party that the Service or the Software directly infringes or misappropriates such third party.s United States patent, copyright or trade secret rights. Hoover's will have no obligation to indemnify You for claims arising from any infringement arising from the combination of the Service or the Software with any of Your or third party products, services, hardware or business processes where the infringement would not have occurred but for such combination. THE FOREGOING REPRESENTS YOUR SOLE AND EXCLUSIVE REMEDY, AND HOOVER'S SOLE LIABILITY, FOR THIRD PARTY INFRINGEMENT CLAIMS.


9.2 You will indemnify, defend and hold Hoover's and its parent, subsidiaries, affiliates, officers, directors, employees and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys. fees and costs) arising out of or in connection with any claim by a third party that Your data (i) violates any foreign, federal, state, local or provincial law or regulation; (ii) infringes any copyright, trademark or other proprietary right of any third party; (iii) in any way violates or infringes upon any party.s privacy right, right of publicity or any other right of any person or organization; or (iv) contains any material which is unlawful, hateful, obscene, libelous, threatening or defamatory. THE FOREGOING REPRESENTS HOOVER'S SOLE AND EXCLUSIVE REMEDY, AND YOUR SOLE LIABILITY, FOR THIRD PARTY CLAIMS.


9.3 The indemnifying party.s obligation to indemnify the indemnified party is conditioned upon the indemnified party: (i) providing the indemnifying party with prompt written notice of the claim; (ii) giving the indemnifying party sole control of the defense and settlement of the claim; and (iii) providing the indemnifying party all available information and reasonable assistance.


10. Limitation of Liability and Disclaimer.
10.1 UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR ANY OF THE FOLLOWING: (i) THIRD PARTY CLAIMS FOR LIABILITIES OTHER THAN THOSE IDENTIFIED IN SECTION 9 ABOVE; OR (ii) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR COVER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST INCOME, REVENUE, PROFITS, LOST DATA, LOST SUBSCRIBER DATA, LOST SAVINGS OR LOSS OF GOOD WILL, ARISING FROM OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 


10.2 REGARDLESS OF THE CAUSE OF ACTION, HOOVER'S TOTAL LIABILITY ARISING UNDER OR IN CONNECTION WITH THESE TERMS SHALL BE LIMITED IN THE AGGREGATE TO THE GREATER OF (A) THE ACTUAL AMOUNT OF FEES PAID TO HOOVER'S UNDER THESE TERMS IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM OR (B) ONE HUNDRED DOLLARS ($100.00).


10.3 EXCEPT AS PROVIDED HEREIN, THE SERVICE AND THE CLIENT SOFTWARE IS PROVIDED .AS IS.. THE EXPRESS WARRANTIES SET FORTH IN THESE TERMS ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON INFRINGEMENT OR NON MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT OR RESULTS, OR SYSTEM INTEGRATION, OR ANY WARRANTIES ARISING UNDER ANY OTHER LEGAL REQUIREMENT. HOOVER'S MAKES NO WARRANTY THAT THE CLIENT SOFTWARE WILL RUN PROPERLY ON ALL HARDWARE, THAT THE SERVICE OR THE CLIENT SOFTWARE WILL MEET YOUR OR YOUR SUBSCRIBERS. REQUIREMENTS OR THAT IT WILL OPERATE IN THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY YOU OR SUBSCRIBERS, OR THAT THE SERVICE OR THE CLIENT SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL ERRORS WILL BE CORRECTED.


11. Term and Termination.
11.1 These Terms shall commence upon the date that Hoover's accepts Your Order Form or otherwise accepts Your registration to the Service and shall continue thereafter until the last to expire of any applicable Subscription Period or unless otherwise terminated as set forth herein.  Notwithstanding anything to the contrary, if You allow more users and/or subscribers than the number of Subscribers You paid for to access and use the Service, then Hoover's may immediately suspend and/or terminate Your and such unauthorized subscribers. or users. access to the Service.


11.2 In addition to any other termination rights expressly set forth herein or in the Order Form, either party may terminate these Terms and all subscriptions to the Service upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice from the non-breaching party.


11.3 Upon the termination or expiration of these Terms: (i) You shall promptly pay in full all outstanding payments to Hoover's (but in any event, no later than ten (10) days following the date on which termination or expiration is effective) and if You have selected the automatic billing option, then Hoover's will charge Your credit or debit card on file for any outstanding payments; and (ii) if Hoover's does not convert Your license to a non-paid subscription license then: (a) all access to the Service and licenses granted to the Client Software may immediately terminate and You may be required to immediately cease all use of the Service and the Client Software; (b) You shall remove all copies of the Client Software from its computer systems and shall return or destroy (at Hoover's option) all such copies to Hoover's; and (c) You will cease to have access to the Your data via the Service.  The expiration or termination of these Terms does not relieve either party of any obligations that have accrued on or before the effective date of the termination or expiration.


11.4 The following Sections shall survive the termination or expiration of these Terms: 6, and 9 through 13, and any other provisions that by reasonable interpretation are intended by the parties to survive the termination or expiration of these Terms.


12. General.
12.1 These Terms will be governed in all respects by the laws of the State of California, superseding applicable choice of law rules or principles and specifically excluding from application to these Terms that law known as the Uniform Computer Information Transaction Act and the United Nations Convention on the International Sale of Goods.  Any disputes, actions, claims or causes of action arising out of or in connection with these Terms, the Service or the Software will be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California. 


12.2 Each party shall be responsible for its own compliance with laws, regulations and other legal requirements applicable to the conduct of its business and these Terms, and agrees to comply with all such laws, regulations and other legal requirements.


12.3 You acknowledge and agree that the Software is subject to the export control laws and regulations of the United States, including but not limited to the Export Administration Regulations (.EAR.), and sanctions regimes of the U.S. Department of Treasury, Office of Foreign Asset Controls.  You will comply with these laws and regulations.  You shall not without prior U.S. government authorization, export, re-export, or transfer any goods, software, or technology subject to these Terms, either directly or indirectly, to any country subject to a U.S. trade embargo (currently Cuba, Iran, North Korea, Sudan, and Syria) or to any resident or national of any such country, or to any person or entity listed on the .Entity List. or .Denied Persons List.  maintained by the U.S. Department of Commerce or the list of .Specifically Designated Nationals and Blocked Persons" maintained by the U.S. Department of Treasury.  


12.4 If any provision of these Terms is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree that any invalid provision shall be deemed to be restated so as to be enforceable to the maximum extent permissible under law consistent with the original intent and economic terms of the invalid provision. The waiver by either party of a breach of any provision of these Terms will not operate or be interpreted as a waiver of any other or subsequent breach. Section headings are for reference purposes only.


12.5 You may not assign these Terms or any obligations, rights or claims hereunder, by operation of law, merger or otherwise, to any third party without Hoover's prior written consent.  Any attempt to do so in violation of this Section shall be void and of no effect. The parties rights and obligations will be binding upon and inure to the benefit of their respective successors and permitted assigns.


12.6 Any notice required or permitted hereunder shall be given to the appropriate party at the address first specified herein or at such other address as the party shall specify in writing. Such notice shall be deemed given: (i) upon personal delivery; (ii) if sent by facsimile, upon confirmation of receipt; or (iii) if sent by certified or registered mail, postage prepaid, five (5) days after the date of mailing. Additionally, Hoover's may provide notices to You under these Terms by means of a general notice on the Service or by electronic mail to Your email address on record.


12.7 No modification of these Terms will be valid unless it is in writing and signed by authorized representatives of both parties. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth herein. These Terms and the applicable Order Form(s) set forth the entire understanding and agreement of the parties with regard to the subject matter herein, and supersedes and replaces control with respect to any and all oral or written agreements or understandings between the parties as to the subject matter of these Terms, including, without limitation, conflicting or additional terms contained in any Your purchase order or any shrink-wrap or click-through license agreement included with the Service or the Client Software or any updates thereto; except that, if we have signed an modified version of these Terms, and such modified version contains any inconsistent or different terms, those terms shall control Your and Your Subscribers. use of the Software and the Service.


12.8 These Terms may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.


12.9 By using the Service, You consent to receiving electronic communications from Hoover's. These communications will include notices about Your account (e.g., shipping and receiving e-mails and other transactional information) and information concerning or related to the Service. These communications are part of Your relationship with Hoover's and You receive them as part of the Hoover's subscription. You agree that any notice, agreements, disclosure or other communications that Hoover's sends to You electronically will satisfy any legal communication requirements, including that such communications be in writing.

13. Definitions.  As used in these Terms and in any Order Form issued hereunder: .Client Software. means the machine-readable, object code version of the software program that resides on the Subscriber.s local computer desktop or the organization.s servers and enables use of the Service. .Service. means Hoover's on-line service that enables an individual or an organization to map and manage their professional social network, connect to contacts, collaborate with colleagues and gain insight into the relationships they have and access to the ones they need, and enables an organization to deploy corporate networks that help companies connect their employees and provide access to the corporate social network to sell, market and recruit more effectively. .Software. means the proprietary relationship capital management software programs, including, but not limited to, the Client Software, that is developed, owned and maintained by or for Hoover's or its third party licensors that enables use of the Service. .Subscription Period. means the period of time set forth in the Order Form, if applicable, or other period of time determined by Hoover's for no-charge subscriptions during which Hoover's provides access to the Service and grants a license to the Client Software to You under the terms and conditions of these Terms. .Order Form. means one or more documents accepted by Hoover's specifying, among other things, the Service (and related number of licenses) that You seek to obtain from Hoover's, the related fees, and the applicable Subscription Period.  .Subscriber. means You if you are an individual, and if You are an authorized representative of an organization, the number of individuals that are authorized by You to use the Service and the Client Software in accordance with the Order Form and these Terms and that have been issued a unique user name and password for purposes of accessing and using the Service.