Terms and Conditions for Unsolicited Data
In consideration of Hiya’s willingness to evaluate and potentially use the Data supplied on behalf of the entity you represent (“Provider”), you agree to all of the following terms:
- You have the authority to act on behalf of Provider and to bind Provider to these terms and conditions. You grant Hiya, including its subcontractors and affiliates, a non-exclusive, irrevocable, worldwide right and license to: (a) access and use the Data; (b) reproduce the Data for storage, caching, transmission and/or internal backup purposes, and (c) modify and create derivative data based upon the Data, all for the purpose of supporting Hiya’s business operations. Any and all derived data will be owned by Hiya, with no further obligations of compensation or attribution.
- You represent that you have all rights, permissions, consents, and/or licenses necessary to provide the Data to Hiya and grant the licenses set forth above. In the event Hiya decides to use the Data (or any component of the Data) in the Services, such use will not (a) violate applicable law; (b) interfere with or infringe the rights of any individual or third party; (c) require Hiya to obtain any additional rights, permissions, consents or licenses; or (d) pay, compensate or otherwise provide any sort of consideration or attribution for such use.
- Hiya has no obligation or commitment to enter into any additional agreements, engagements or commercial relationships with you. You agree that you will not, directly, indirectly or by implication:
- refer to Hiya as a customer, partner, affiliate, or as an entity that you have, or may in future have, a partnership, business affiliation, commercial relationship, venture or any other engagement;
- disclose, announce or issue any press release regarding (i) your submission of Data to Hiya or (ii) any use Hiya may or may not make of such Data in connection with the Services;
- disparage, criticize or present Hiya in a negative light due to its evaluation, use or non-use of the Data;
- use the Hiya name, logo, trademarks or other identifiers in any marketing materials, such as websites, presentations, or marketing collateral, even if such materials are not made generally available to the public.
- You further agree that your breach of the terms set forth in Section 3, above, will cause irreparable injury to Hiya for which monetary damages may be an inadequate remedy. Accordingly, in addition to any other available rights or remedies, you agree that Hiya may seek injunctive relief without posting a bond to enforce these terms.
- Any dispute arising under these terms and conditions is governed by and construed in accordance with the internal laws of the State of Washington without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the city of Seattle and County of King, Washington, USA, in any legal suit, action, or proceeding arising out of or related to these terms.
This letter, including the Terms and Conditions for Unsolicited Data, constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter. Any attempt to modify or amend these terms will be void unless such amendment or modification is memorialized in a separate written agreement executed by the authorized representatives of both parties.