Home > TERMS AND CONDITIONS

TERMS AND CONDITIONS

1. Scope of Services. By using and/or visiting this website (collectively, including all content and functionality available through the Cortera.com domain name, the “Cortera Services”), you (”you” or “User”) signify your agreement to (i) these terms and conditions (this “User Agreement”); and (ii) Cortera, Inc.’s (”Cortera”) privacy notice, located at www.cortera.com/privacy and which is incorporated herein by reference (the “Cortera Privacy Notice”). If you do not agree to any of these terms or the Cortera Privacy Notice, please do not use the Cortera Services. Although Cortera may attempt to notify you when major changes are made to this User Agreement, you should periodically review the most up-to-date version. Cortera may, in its sole discretion, modify or revise this User Agreement at any time, and you agree to be bound by such modifications or revisions. Nothing in this User Agreement shall be deemed to confer any third-party rights or benefits.

2. Restricted License. Cortera hereby grants to User a non-exclusive, non-transferable, restricted license (without the right to sublicense) to use the Cortera Services solely in connection with (i) present or prospective credit, financial, or risk management transaction with the business entities to which the User’s inquiries relate; or (ii) general research on the business entities to which the User’s inquiries relate. User will not use the Cortera Services as a factor in establishing an individual’s eligibility for credit or insurance to be used primarily for personal, family or household purposes, or employment purposes, or for any other purposes governed by the Fair Credit Reporting Act. User will use the Cortera Services in compliance with all laws, regulations, and ordinances that, in Cortera’s opinion, govern the use of the Cortera Services, and in compliance with all use restrictions set forth in this User Agreement or hereafter adopted by Cortera. User’s use the Cortera Services shall be for internal business purposes only. User shall not resell, broker, transfer, republish, or otherwise make the Cortera Services and/or the information contained therein available to any third parties. User shall not use the Cortera Services in connection with marketing campaigns or for the generation of marketing lists. User shall not use the Cortera Services, or store the information contained therein, for the purpose of creating product(s) that compete with the Cortera Services. User agrees that if Cortera determines or reasonably suspects that User is using the Cortera Services for marketing purposes, reselling or brokering the Cortera Services’ information, programs, computer applications, or data, or is otherwise violating any provision of this User Agreement, Cortera may take immediate action, including terminating the delivery of, and the license to use, the Cortera Services.

3. Security. User acknowledges that it is User’s duty to keep secure and hold in the strictest confidence all Cortera Services user identification codes (the “User IDs”) and the information obtained through the Cortera Services. Accordingly, User agrees to: (a) restrict access to the Cortera Services to employees who have a need to know; (b) immediately deactivate the User IDs of any employee who no longer has a need to know, or for terminated employees on or prior to the date of termination; (c) unless otherwise agreed, prohibit the sharing of User IDs amongst User’s employees; (d) take all commercially reasonable measures to prevent unauthorized access to, or use of, the Cortera Services or the data received therefrom, whether the same is in electronic form or hard copy, by any third party; and (e) not access and/or use the Cortera Services via mechanical, programmatic, robotic, scripted or other automated search means, other than through batch or machine-to-machine applications approved by Cortera.

4. User Submissions. You may submit textual content (the “User Submissions”) through the Cortera Services. You understand that, whether or not such User Submissions are published, Cortera does not guarantee any confidentiality with respect to any User Submissions, In connection with User Submissions, you affirm, represent, and/or warrant that you own or have the necessary licenses, rights, consents, and permissions to use and authorize Cortera to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Cortera Services and this User Agreement. For clarity, you retain all of your ownership rights in your User Submissions. However, by submitting User Submissions to Cortera, you hereby grant Cortera a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, and display the User Submissions in connection with the Cortera Services and for any other purpose as determined by Cortera, its successors, and affiliates. You also hereby grant each user of the Cortera Services and any other third parties to whom Cortera displays the User Submissions a non-exclusive license to access your User Submissions through the Cortera Services or any other means as determined by Cortera, and to use such User Submissions as permitted through the functionality of the Cortera Services and under this User Agreement or under any other terms as determined by Cortera. In connection with User Submissions, you further agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Cortera all of the license rights granted herein. Cortera does not endorse any User Submission, and Cortera expressly disclaims any and all liability in connection with User Submissions. Cortera does not permit copyright infringing activities and infringement of intellectual property rights on the Cortera Services, and Cortera will remove a User Submission if properly notified that such User Submission infringes on another’s intellectual property rights. Cortera reserves the right to remove User Submissions without prior notice or to decline to publish any User Submissions.

5.  Digital Millennium Copyright Act.

A.  Notice.  If you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (”DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
  • Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Cortera’s designated Copyright Agent to receive notifications of claimed infringement is: Jason Matthes, 777 Yamato Road, Suite 500, Boca Raton, Florida 33431, email: jmatthes@cortera.com, fax: 561-443-3520. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Cortera’s customer service department. You acknowledge that if you fail to comply with all of the requirements of this paragraph 5(A), your DMCA notice may not be valid.

B. Counter-Notice. If you believe that your User Submission that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content in your User Submission, you may send a counter-notice containing the following information to the Copyright Agent:

  • Your physical or electronic signature;
  • Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
  • A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
  • Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Fort Lauderdale, Florida, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Cortera may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Cortera’s sole discretion.

6. Fees. User agrees to pay the then-prevailing fee for the information requested through the Cortera Services as described in Cortera’s published price lists. Cortera’s prices may be updated from to time by any of the following methods: online announcements, User bulletins, emails, notices, announcements in invoices, and revised published price lists. Cortera is not responsible for ensuring the delivery of any updates to its pricing policies (including additions thereto or deletions therefrom) to User, and all present and future price lists are hereby incorporated by reference into this User Agreement.

7. Payment of Fees. User agrees to pay for all services obtained through User’s User IDs via credit card. By choosing to have a credit card billed directly by Cortera, you hereby authorize Cortera to bill this credit card for the charges incurred for use of the Cortera Services. Additionally, you hereby agree that if the credit card company refuses to pay Cortera for such charges incurred for use of the Cortera Services, you shall be directly responsible for the payment of such charges, and payment shall be due immediately. If Cortera chooses to directly bill User for fees incurred in connection with User’s use of the Cortera Services (as opposed to paying by credit card), User agrees to pay all fees within twenty (20) days of receipt of an invoice from Cortera. User acknowledges and agrees that it may be electronically invoiced or via such other means as announced by Cortera.

8. Term and Termination. This User Agreement is for services rendered and shall be in full force and effect during such time as Cortera is providing the Cortera Services to User. Cortera may disable User’s access to the Cortera Services at any time. Provisions hereof relating to limits on liability, indemnification, use and protection of information and data, payment for the Cortera Services, audits, and disclaimers of warranties shall survive the termination of this User Agreement.

9. Intellectual Property. User agrees that User shall not reproduce, retransmit, republish, or otherwise transfer for any commercial purposes the Cortera Services’ information, programs, or computer applications. User acknowledges that Cortera (and/or their third-party data providers) shall retain all right, title, and interest under applicable contractual, copyright, and related laws in and to the data and information that they provide. User shall use such materials in a manner consistent with Cortera’s interests and notify Cortera of any threatened or actual infringement of Cortera’s rights. User shall not remove or obscure the copyright notice or other notices contained on materials accessed through the Cortera Services.

10. Limitation of Liability. Neither Cortera, nor its subsidiaries and affiliates, nor its third-party data providers (collectively, the “Cortera Parties”) shall be liable to User for any loss or injury arising out of or caused in whole or in part by the Cortera Parties’ acts or omissions in procuring, compiling, collecting, interpreting, reporting, communicating, or delivering the Cortera Services. If, notwithstanding the foregoing, liability can be imposed on the Cortera Parties, then User agrees that the Cortera Parties’ aggregate liability for any and all losses or injuries arising out of any act or omission of the Cortera Parties in connection with anything to be done or furnished under this User Agreement, regardless of the cause of the loss or injury, and regardless of the nature of the legal or equitable right claimed to have been violated, shall never exceed $100.00; provided, however, that such limitation of liability shall not apply to Cortera’s indemnification obligation detailed in paragraph 12 below, and User covenants and promises that it will not sue any of the Cortera Parties for an amount greater than such sum even if User was advised of the possibility of such damages, and User agrees that it will not seek punitive damages in any suit against any of the Cortera Parties. In no event shall Cortera be liable for any indirect, incidental, or consequential damages, however arising, incurred by User from receipt or use of the Cortera Services or the information delivered hereunder or the unavailability thereof.

11. Disclaimer of Warranties. User acknowledges and agrees that Cortera will use reasonable efforts to deliver the Cortera Services requested by User and to compile information gathered from selected public records and other sources used in the provision of the Cortera Services; provided, however, that the User accepts all information on an “AS IS,” “AS AVAILABLE” basis. User acknowledges and agrees that Cortera obtains its data from third-party sources, which may or may not be completely thorough and accurate, and that User shall not rely on Cortera for the accuracy or completeness of information supplied through the Cortera Services. Cortera reserves the right at any time to add materials and features to, and to discontinue offering any of the materials and features that are currently a part of, the Cortera Services. Cortera does not guarantee or warrant the correctness, completeness, merchantability, or fitness for a particular purpose of the Cortera Services or information provided therein; provided, however, that Cortera does hereby warrant that neither the Cortera Services nor the data contained therein infringe upon the intellectual property rights of any third parties.

12. Indemnification. User hereby agrees to protect, indemnify, defend, and hold harmless the Cortera Parties from and against any and all costs, claims, demands, damages, losses, and liabilities (including attorneys’ fees and costs) arising from or in any way related to its use of the Cortera Services. Cortera hereby agrees to protect, indemnify, defend, and hold harmless User from and against any and all costs, claims, demands, damages, losses, and liabilities (including attorneys’ fees and costs) arising from or in any way related to any breach of the limited warranty regarding non-infringement made in paragraph 11 above.

13. Governing Law; Exclusive Jurisdiction. This User Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without effect to conflict of law principles. Additionally, any action arising under this User Agreement shall be brought within the jurisdiction of the courts of Palm Beach County, Florida.

14. Attorney’s Fees. The prevailing party in any action, claim, or lawsuit brought pursuant to this User Agreement is entitled to payment of all attorney’s fees and costs expended by such prevailing party in association with such action, claim, or lawsuit.

15. Assignment. This User Agreement may not be assigned by User, in whole or in part, without the prior written consent of Cortera. For purposes of this User Agreement, a change in ownership of twenty percent (20%) or more of the outstanding shares of User shall constitute an assignment.

16. Audit. User understands and agrees that Cortera may conduct periodic reviews of User’s use of the Cortera Services to ensure compliance with the terms of this User Agreement and Cortera’s third party data provider contracts. Violations discovered in any review or audit may be subject to immediate action, including but not limited to the imposition of reactivation fees, the termination of this User Agreement, and/or legal action.

17. Taxes. The fees for all Cortera Services are exclusive of any state, local, or otherwise applicable sales, use, or similar taxes. If any such taxes are applicable, they will be charged to User’s account.

18. User Information. User will immediately notify Cortera of any material changes in User’s business. Cortera reserves the right to terminate this User Agreement upon receipt of any information which in Cortera’s sole discretion would cause User to be unable to comply with the terms and conditions of this User Agreement.

19. Relationship of the Parties. User and Cortera are independent contractors of one another. Neither party shall at any time represent that they are authorized agents or representatives of one another.

20. Changes in User Agreement. User agrees to comply with changes to the restricted license granted in paragraph 2 above, changes in pricing, and changes to other provisions of this User Agreement as Cortera shall make from time to time upon notice to User. Such changes may be made from to time by any of the following methods: online announcements, User bulletins, emails, online “click wrap” amendments, mail, facsimile, announcements in invoices, revised published price lists, updates to this webpage or the webpage on which the Cortera Privacy Notice is displayed, or any other written notice.

21. Entire Agreement. Except as otherwise set forth herein, this User Agreement sets forth the entire understanding of the Parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous letters of intent, User Agreements, covenants, negotiations, arrangements, communications, representations, understandings or warranties, whether oral or written, by any officer, employee, or representative of either party relating thereto. Any new, other, or different terms supplied by User that are not contained in this document, including any terms contained in purchase orders or confirmations issued by User, are specifically rejected by Cortera unless Cortera agrees to them in a signed writing specifically including those new, other, or different terms. The terms of this User Agreement shall supersede and govern in the event of a conflict with the terms of any other document into which this User Agreement is incorporated by reference. In the event one or more provisions of this User Agreement are deemed unenforceable, the enforceability of the remaining provisions shall remain unimpaired.

Last Updated: June 2008