By using and/or visiting this website, mobile applications, and/or other products that link to or reference these Terms and Conditions (collectively, including all content and functionality available through zembles.com and related domain names and any mobile applications and other products, the “Zembles Services”), you (”you” or “User”) signify your agreement to (i) these terms and conditions (this “User Agreement”); and (ii) Zembles’ privacy notice, located at www.zembles.com/privacy and which is incorporated herein by reference (the “Zembles Privacy Notice”). If you do not agree to any of these terms or the Zembles Privacy Notice, please do not use the Zembles Services. In this User Agreement, “Zembles” is a trading name of Cortera, Inc., and references to “Zembles” shall be construed as references to Cortera, Inc. trading as Zembles. Although Zembles may attempt to notify you when major changes are made to this User Agreement, you should periodically review the most up-to-date version. Zembles 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. If you are using the Zembles Services on behalf of a company, entity, or organization, you hereby represent and warrant that you are an authorized representative with authority to bind such company, entity, or organization to these terms and conditions and that you hereby exercise such authority by using the Zembles Services. You accept this User Agreement by accessing or using the Zembles Services in any manner, even if you do not create an account with Zembles. You represent and warrant that you are at least 18 years of age and of legal competence to enter into this agreement.
User Agreement requires that disputes between us be resolved by binding arbitration rather than by jury trials or class actions and limit your remedies in the event of a dispute.
2. Restricted License and Use Restrictions
Zembles hereby grants to User a non-exclusive, non-transferable, restricted license (without the right to sublicense) to use the Zembles Services solely in connection with identifying and locating commercial customers and prospects. User will not use the Zembles 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 Zembles Services in compliance with all laws, regulations, and ordinances that govern the use of the Zembles Services, and in compliance with all use restrictions set forth in the Agreement or hereafter adopted by Zembles. Specifically, and notwithstanding the generality of the foregoing, User warrants that in utilizing the Zembles Services, User has and will comply with the federal Equal Credit Opportunity Act, the CAN-SPAM Act, and the Telephone Consumer Protection Act, each as amended, and their state counterparts, and all other federal, state, and local laws. User’s use of the Zembles Services shall be for internal business purposes only. User acknowledges that Zembles does not scrub any phone numbers displayed through the Zembles Services through the National Do Not Call Registry or any other do-not-call registries. User shall not resell, broker, transfer, or otherwise make the Zembles Services and/or the information contained therein available to any third parties. User shall not use the Zembles Services, or store the information contained therein, for the purpose of creating product(s) that compete with the Zembles Services. You agree that you will not, and will not assist or enable others to:
– use the Zembles Services to threaten, stalk, defraud, incite, harass, or advocate the harassment of another person, or otherwise interfere with another user’s use of the Zembles Services;
– use the Zembles Services to submit or transmit spam, chain letters, contests, junk email, pyramid schemes, surveys, or other mass messaging, whether commercial in nature or not;
– use the Zembles Services for promotional or commercial purposes, except as expressly allowed in writing by Zembles;
– use the Zembles Services for keyword spamming or to otherwise attempt to manipulate natural search results;
– use the Zembles Services to promote bigotry or discrimination against protected classes;
– use the Zembles Services to violate any third-party right, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
– use the Zembles Services to submit or transmit pornography or illegal content;
– use the Zembles Services to solicit personal information from minors or to harm or threaten to cause harm to minors;
– use the Zembles Services in violation of these Terms or any applicable law;
– modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Zembles Services;
– reverse engineer any portion of the Zembles Services;
– remove or modify any copyright, trademark or other proprietary rights notice on the Zembles Services or on any materials printed or copied off of the Zembles Services;
– record, process, or mine information about other users;
– use any robot, spider, Zembles Services search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index the Zembles Services or any Zembles Services Content;
– access, retrieve or index the Zembles Services to for purposes of constructing or populating a searchable database of business information or reviews;
– reformat or frame any portion of the Zembles Services;
– take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on Zembles’ technology infrastructure;
– attempt to gain unauthorized access to the Zembles Services, user accounts, computer systems or networks connected to the Zembles Services through hacking, password mining or any other means; use the Zembles Services to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature ; use any device, software or routine that interferes with the proper working of the Zembles Services, or otherwise attempt to interfere with the proper working of the Zembles Services; make excessive traffic demands; use the Zembles Services to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Zembles Services; remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Zembles Services, features that prevent or restrict the use or copying of information from the Zembles Services, or features that enforce limitations on the use of the Zembles Services;
– use the Zembles Services to compare the data and information offered by Zembles to that of a competitive service.
To use some of the Zembles Services, you may be required to create an account and provide information about yourself to Zembles. All information submitted to Zembles in connection with the creation of an account must be accurate. You agree not to provide to Zembles an email address other than your own. User acknowledges that it is User’s duty to keep secure and hold in the strictest confidence all user identification codes (the “User IDs”) and passwords and the information obtained through the Zembles Services. Accordingly, User agrees to: (a) take all commercially reasonable measures to prevent unauthorized access to, or use of, the Zembles Services or the data received therefrom, whether the same is in electronic form or hard copy, by any third party. For companies, entities, or organizations, you hereby agree to: (a) restrict access to the Zembles 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; and (c) unless otherwise agreed, prohibit the sharing of User IDs amongst employees. You agree to notify Zembles immediately of any unauthorized use of your User ID(s).
In using the Zembles Services, you may be exposed to information or content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate. Zembles disclaims all liability associated with such content and information. Zembles does not endorse such information and content, and cannot vouch for its accuracy. Zembles is under no obligation to monitor the Zembles Services or the information and content displayed through the Zembles Services. However, Zembles reserves the right to investigate possible violations of these terms, block users from accessing the Zembles Services, and refer matters to law enforcement authorities for further investigation. We may disclose information to third parties, including your User Submissions (as defined below), in accordance with the Privacy Notice.
User agrees that if Zembles determines or reasonably suspects that User is reselling or brokering the Zembles Services’ information, programs, computer applications, or data, or is otherwise violating any provision of these terms, Zembles may take immediate action, including terminating the delivery of, and the license to use, the Zembles Services. Zembles reserves the right to use whatever means it deems appropriate to monitor User’s compliance with the terms and conditions of this Agreement. Zembles reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized access to or use of the Zembles Services, including, but not limited to, technological barriers, IP mapping, and contacting your Internet Service Provider (ISP) regarding such unauthorized use.
User agrees that (i) he/she/it is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) he/she/it is not listed on any U.S. Government list of prohibited or restricted parties.
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.
Zembles’ designated Copyright Agent to receive notifications of claimed infringement is: DMCA Officer, PO Box 419381, Boston, MA 02241-9381, email: email@example.com. 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 Zembles’ User service department. You acknowledge that if you fail to comply with all of the requirements of this paragraph 4(A), your DMCA notice may not be valid.
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, Zembles 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 Zembles’ sole discretion.
Upon subscribing to a paid subscription, User agrees to pay the then-prevailing fees for such subscription as described in the Zembles Services. All fees are due net 30 days from the date of the invoice. Except as set forth in a signed, subscription-based order form that incorporates this User Agreement, Zembles’ prices may be updated from time to time by any of the following methods: online announcements, User bulletins, emails, notices, announcements in invoices, and revised published price lists. Zembles 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 Agreement. Zembles reserves the right at any time to discontinue any pricing or discount promotions at any time.
User agrees to pay for all services obtained through User’s User IDs when billed by Zembles. All unpaid fees and late payments will bear interest at a rate of 18% per annum.
This User Agreement is for services rendered and shall be in full force and effect during such time as Zembles is providing the Zembles Services to User; provided, however, if Customer has signed a subscription-based order form that incorporates this User Agreement, then (i) Customer may only terminate such subscription at the end of the subscription by providing Zembles with written notice at least 30 days prior to the end of the subscription; and (ii) if not terminated, the subscription will automatically renew for successive periods equal to the length of the initial subscription period and Customer may only terminate such renewal subscription at the end of the renewal subscription by providing Zembles with written notice at least 30 days prior to the end of the renewal subscription. Zembles may disable User’s access to the Zembles Services at any time. Zembles reserves the right to modify, update, or discontinue the Zembles Services at its sole discretion, at any time, for any or no reason, and without notice or liability. Zembles may close any user account at any time in its sole discretion. Provisions hereof relating to limits on liability, indemnification, use and protection of information and data, payment for the Zembles Services, audits, and disclaimers of warranties shall survive the termination of this User Agreement.
User agrees that User shall not reproduce, retransmit, republish, or otherwise transfer for any commercial purposes the Zembles Services’ information, programs, or computer applications. User acknowledges that Zembles (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 Zembles’ interests and notify Zembles of any threatened or actual infringement of Zembles’ rights. User shall not remove or obscure the copyright notice or other notices contained on materials accessed through the Zembles Services.
You agree to indemnify and hold the Zembles Parties, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party due to or arising out of (i) your access to or use of the Zembles Services, (ii) your violation of these terms, or (iii) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. Zembles reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify and you agree to cooperate with Zembles’ defense of these claims. You agree not to settle any matter without the prior written consent of Zembles. Zembles will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
If you are a citizen or resident of the United States, the law of the state of your residence governs this contract and any claim or dispute that you may have against Zembles, without regard to that state’s conflict of laws rules, to the extent that such law is not preempted by federal law. If you are a citizen or resident of another country, the law of the State of New York shall apply.
The United Nations Convention on Contracts for the International Sale of Goods shall have no applicability to this User Agreement.
This User Agreement may not be assigned by User, in whole or in part, without the prior written consent of Zembles. For Users that are corporations, organizations, or entities, a change in ownership of twenty percent (20%) or more of the outstanding shares of User shall constitute an assignment.
User understands and agrees that Zembles may conduct periodic reviews of User’s use of the Zembles Services to ensure compliance with the terms of this User Agreement and Zembles’ 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 your access to the Zembles Services, referral to law enforcement, and/or legal action.
The fees for all Zembles 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.
User will immediately notify Zembles of any material changes in User’s information. Zembles reserves the right to terminate this User Agreement upon receipt of any information which in Zembles’ sole discretion would cause User to be unable to comply with the terms and conditions of this User Agreement.
User and Zembles are independent contractors of one another. Neither party shall at any time represent that they are authorized agents or representatives of one another. Apple, Inc. and its subsidiaries are intended third party beneficiaries of this User Agreement, and they are entitled to enforce its terms.
User agrees to comply with changes to the restricted license and use restrictions contained herein, changes in pricing, and changes to other provisions of this User Agreement as Zembles 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 Zembles Privacy Notice is displayed, or any other written notice.
Please read this carefully. It affects your rights.
claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory;
claims that arose before this or any prior agreement between us (including, but not limited to, claims relating to advertising or disclosures); and
claims that may arise after the termination of this Use Agreement.
Notwithstanding the foregoing, either party may bring an individual action in small claims court, provided that it seeks relief that does not affect other customers.
Any dispute as to the arbitrability of claims or the scope or enforceability of this arbitration provision, or as to the interpretation of paragraph (18)(e) below, is for the court to decide. This User Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of the agreement between us.
(b) Starting the Dispute-Resolution Process. A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Zembles should be addressed to: CFO, Zembles, PO Box 419381, Boston, MA 02241-9381 (“Notice Address”). The Notice must (a) provide your mailing address, phone number, and account name (if any); (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). If Zembles and you do not reach an agreement to resolve the claim within 45 days after the Notice is received, you or Zembles may commence an arbitration proceeding with the American Arbitration Association (“AAA”).
(c) Costs of Arbitration. Zembles will pay all AAA filing, administration, and arbitrator fees for any arbitration we initiate. The payment of those fees for any arbitration that you initiate will be governed by the AAA Rules. The filing fee currently is $125 for claims for up to $10,000 in damages, but is subject to change by the AAA. However, if you initiate an arbitration in accordance with the notice requirements of paragraph (18)(b) and are seeking relief valued at $300 or less (both to you and us), Zembles will pay all AAA filing, administration, and arbitrator fees. If your claim is for greater than $300 but less than $10,000, Zembles will pay all such fees in excess of $20. After Zembles receives notice at the Notice Address that you have commenced such an arbitration, Zembles will promptly reimburse you for any portion of the filing fee that you paid that Zembles has agreed to pay.
If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all AAA filing, administration, and arbitrator fees shall be governed by the AAA Rules, and You agree to reimburse us for any amounts we have paid on your behalf to the AAA.
(d) Arbitration Procedures. The arbitrator shall be bound by the terms of this arbitration provision. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the AAA, as modified by this arbitration provision. The AAA Rules are available online at www.adr.org or by writing to the Notice Address. The AAA shall administer the arbitration. If the AAA is unavailable, the arbitration will be administered by another arbitration provider that the parties agree to or that the court selects.
Unless Zembles and you agree otherwise, any arbitration hearings will take place in the county (or parish) of your residence at the time of the filing of the Demand. If you bring a claim for $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules.
Arbitrators may consider but shall not be bound by rulings in prior arbitrations involving different customers. Arbitrators shall be bound by rulings in prior arbitrations involving the same customer to the extent required by applicable law.
Unless the parties agree otherwise, you and we must bring all directly related claims in a single arbitration proceeding. If you or we later initiate a subsequent arbitration asserting claims that are directly related to ones that were raised in a prior arbitration between the same parties, the AAA or the arbitrator shall either (i) consolidate the subsequent arbitration with the earlier proceeding if it is ongoing or (ii) dismiss any claims raised in the subsequent arbitration that would be barred by applicable law if brought in court.
Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Although under some laws Zembles may have a right to an award of attorneys’ fees and expenses if it prevails in an arbitration, Zembles agrees that it will not seek such an award unless you are represented by an attorney and the arbitrator has determined that your claim is frivolous or brought for an improper purpose (as measured by the standards of Federal Rule of Civil Procedure 11(b)).
(e) Prohibition of Class or Representative Actions and Non-Individualized Relief. YOU AND ZEMBLES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLASS MEMBER, OR PARTICIPANT IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. Further, unless both you and Zembles agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class, representative, or private attorney general proceeding. The arbitrator may award any relief that a court could award, so long as the relief is individualized to the claimant and would not affect other Zembles users. Neither you nor we may seek non-individualized relief that would affect other Zembles users. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
(f) Future Changes to Agreement to Arbitrate. Notwithstanding any provision in this User Agreement to the contrary, we agree that if Zembles makes any future change to this arbitration provision (other than a change to the Notice Address, website links, or telephone numbers listed in this provision), any such changes will not affect disputes that arose before the effective date of the change.
Each of Zembles and User represents and warrants to the other party that it is not: (i) subject to asset freeze sanctions, such as by inclusion on the list of Specially Designated Nationals and Blocked Persons (“SDN List”) maintained by the U.S. Office of Foreign Assets Control, or the consolidated lists of asset freeze targets published by the UN, EU, or UK, nor is it owned or controlled by any such person(s) whether individually or collectively; (ii) organized, headquartered or, if a natural person, ordinarily resident, in a country or territory subject to comprehensive geographic sanctions imposed by the U.S. Government (currently Crimea, Cuba, North Korea, Iran, and Syria) or owned or controlled by any such person; or (iii) subject to restrictions regarding the receipt of U.S.-origin items by virtue of being on the Denied Persons List or the Entity List maintained by the U.S. Commerce Department. Additionally, User warrants that (a) it will not supply Zembles Services to any person who meets the criteria set forth in (i), (ii), or (iii), or use them for the benefit of, or for any transaction involving, any person who meets the criteria set forth in (i) or (ii) (hereinafter, collectively “Prohibited Entities”), and (b) it shall not supply to Zembles any data related to any Prohibited Entity. For the avoidance of doubt, the foregoing prohibitions apply notwithstanding any terms in any Order Form, Additional Terms, addendum or other writing, whether express or implied. Accordingly, even if the scope of a license granted in any Order Form, Additional Terms, addendum or any other writing would otherwise include Prohibited Entities, the prohibitions herein shall prevail. For the purposes of this provision, “person” means any natural or legal person; “owned” means an equity interest of 50 percent or greater, whether held directly or indirectly; and “controlled” means the right or ability to dictate the decisions, actions, and/or policies of an entity or its management. Each party agrees that it will notify the other party if it learns that any representation made herein is no longer accurate. If User is in breach of this provision, or if Zembles determines that it is prohibited under any applicable law or regulation from providing Services under this User Agreement, in addition to any other rights or remedies it may have, Zembles may immediately terminate or suspend performance under the User Agreement and/or any affected Order Forms, Additional Terms, addenda and related documentation.
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, 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 Zembles unless Zembles 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. Any inquiries regarding the Zembles Services should be directed to Zembles, PO Box 419381, Boston, MA 02241-9381; (888) 552-2883; firstname.lastname@example.org.
Last Updated: April 9, 2021