Data & Sons User Agreement

Welcome to Data & Sons!

Thank you for choosing to do Business with Data & Sons, LLC. We sincerely appreciate you choosing our products and services (“Services’) and look forward to continuing to earn your business. Data & Sons, LLC is located at 9051 Florida Mining Blvd, Suite 105 Tampa, FL 33634 in the United States of America. By using our Services, you are agreeing to these terms. Please read them carefully.

About Data & Sons

Data & Sons is a marketplace that allows users to offer, sell and buy digital information (“Data”) and services related to Data. The actual contract for sale is directly between the Seller and Buyer. Data & Sons is not a traditional auctioneer. While we may provide pricing, listing, and other guidance in our Services, such guidance is solely informational and you may decide to follow it or not. Also, while we may help facilitate the resolution of disputes through various programs, Data & Sons has no control over and does not guarantee the existence, quality, safety or legality of Data and related services advertised; the truth or accuracy of users' content or listings; the ability of sellers to sell items; the ability of buyers to pay for items; or that a buyer or seller will actually complete a transaction or return an item.

Your Data & Sons Account

All buyers and sellers will need a Data & Sons Account in order to use our Services. All individuals and entities placing Data and Data related services for sale on Data & Sons are referred to as a (“Seller”). All individuals and entities purchasing Data and Data related services on Data & Sons are referred to as a (“Buyer”).

To protect your Data & Sons Account, keep your password confidential. You are responsible for the activity that happens on or through your Data & Sons Account. Try not to reuse your Data & Sons Account password on third-party applications. You are responsible for informing Data & Sons if you learn of any unauthorized use of your password or Data & Sons Account please contact us immediately at help@dataandsons.com If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to this User Agreement.Such account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this User Agreement.

Your Data

Our Services allow you to upload, submit, store, analyze, develop, send or receive Data. You retain ownership of any intellectual property rights that you hold in that Data before sale or transfer to another user. In short, you own your own Data and we will never resell it. When you do upload, submit, store, analyze, develop, send or receive Data to or through our Services, you give Data & Sons (and those we work with) a worldwide license to use, host, store, reproduce, modify, create derivative works, communicate, publish, publicly perform, publicly display and distribute such content. The rights you grant in this license are for the limited purpose of operating, promoting, and improving our Services, and to develop new ones.

This license continues even if you stop using our Services. Some Services may offer you ways to access and remove content that has been provided to that Service. Also, in some of our Services, there are terms or settings that narrow the scope of our use of the content submitted in those Services. Make sure you have the necessary rights to grant us this license for any content that you submit to our Services.

Our automated systems analyze your Data (including communication between Seller and Buyer) to provide you personally relevant Data and service offerings. This analysis occurs as the content is sent, received, and when it is stored.

Your Information

We may display your Profile name, Profile photo, and actions you take on Data & Sons or on third-party applications connected to your Data & Sons Account in our Services, including displaying in ads and other commercial contexts.

You can find more information about how Data & Sons uses and stores content in the privacy policy or additional terms for particular Services. If you submit feedback or suggestions about our Services, we may use your feedback or suggestions without obligation to you.

Using Data & Sons

A successful marketplace requires all parties to agree upon rules of exchange. In connection with using or accessing the Services you will not:

  • post, list or upload content or items in inappropriate categories or areas on our sites;
  • breach or circumvent any laws, third-party rights or our systems, policies, or determinations of your account status;
  • use our Services if you are not able to form legally binding contracts (for example if you are under 18), or are temporarily or indefinitely suspended from using our sites, services, applications or tools;
  • fail to pay for Data and services purchased by you, unless you have a valid reason as set out in an Data & Sons policy, for example, the Seller has materially changed the item's description after you bid, a clear typographical error is made, or you cannot contact the Seller;
  • fail to deliver items sold by you, unless you have a valid reason as set out in an Data & Sons policy, for example, the Buyer fails to comply with the posted terms in your listing or you cannot contact the Buyer;
  • manipulate the price of any item or interfere with any other user's listings;
  • post false, inaccurate, misleading, defamatory, or libelous content;
  • take any action that may undermine the feedback or ratings systems;
  • transfer your Data & Sons account (including Feedback) and user ID to another party without our consent;
  • distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
  • distribute viruses or any other technologies that may harm Data & Sons, or the interests or property of users;
  • use any robot, spider, scraper, or other automated means to access our Services for any purpose;
  • bypass our robot exclusion headers, interfere with the working of our Services, or impose an unreasonable or disproportionately large load on our infrastructure;
  • export or re-export any Data except in compliance with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions;
  • harvest or otherwise collect information about users without their consent; or
  • circumvent any technical measures we use to provide the Services.

If we believe you are abusing Data & Sons in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our Services, delay or remove hosted content, remove any special status associated with your account(s), remove and demote listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services.

We may cancel unconfirmed accounts or accounts that have been inactive for a long time or modify or discontinue our Services. Additionally, we reserve the right to refuse or terminate all or part of our Services to anyone for any reason at our discretion.

Seller Agreement

We welcome anyone interested in selling Data. Information volume and diversity are the key predictors of new knowledge development and we encourage and thank you for listing a wide range of information. Sellers listing Data and services for sale through our Services must abide by the following conditions.

All Data listings are subject to review and approval by Data & Sons. By listing Data for sale, you give Data & Sons approval to review your Data. Our primary purpose of reviewing Data is to ensure that it does not include any personal identifying information.

We do not allow the sale, exchange, barter, trade, or any other transfer of Data containing personally sensitive information through our Services.

  • Any government issued identification number (e.g. U.S. Social Security number, Passport number, driver’s license number, etc.).

No Data can contain a person’s legal name with any combination of the following information:

  • Banking, financial, or other business account information
  • Biometric information (e.g. height, weight, eye color, genetics, etc.)
  • Medical information (e.g. illnesses, medical conditions, hospital visits, etc.)
  • Performance information (e.g. employee evaluations, academic grades, etc.)
  • Passwords of any kind

Two exceptions exist to our personal privacy pledge:

  1. Personal information already publicly published by a government entity (e.g. government employee salaries, executive salaries in public financial disclosures, etc.).
  2. Personal information collected under an explicit use contract. Data & sons will require a copy of the contract, user agreement, and other supporting documentation demonstrating that the individuals in the Seller’s data have agreed to have their personal information collected and sold. The Seller is responsible for establishing that their contract(s) meet all legal obligations in protecting individual information in the appropriate legal jurisdictions (i.e. U.S. state, national, and international laws).

Our ban on personal identifying information does not pertain to any nonperson entity (e.g. governments and legal entities such as corporations and partnerships), intellectual property (e.g. patents and copyrights), creative work, fictitious person, location, place, product, service, or lifeforms (e.g. pets and livestock).

Upon finding any of the above information in Data listed for sale on Data & Sons, we will modify the Data by removing any personal identifying information from the Data (e.g. replace SSNs with user 1, user 2, etc.) We will then contact the Seller to gain approval for listing the modified Data free of personal identifying information. If the Seller does not respond, Data & Sons may honor the Seller’s original intent to sell the Data and list the modified Data for sale.

Sellers are responsible for certifying all Data does not violate the copyright of another third party. Data & Sons will respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act.

We provide information to help copyright holders manage their intellectual property online. If you think somebody is violating your copyrights and want to notify us, please contact us at help@dataandsons.com

Seller Licenses

Sellers can choose our standard Open License agreement or provide their own Custom License. The Open License is the Creative Commons Attribution-ShareAlike 4.0 International (CC BY-SA 4.0) license (the default option for selling or sharing datasets). Unless specified by the Seller, datasets offered on Data & Sons are considered to be Open License.

Sellers a free to provide their own Custom License specifying Buyer use and privileges for datasets acquired on Data & Sons. Sellers are provided the opportunity to upload their Custom License in Step 2: Describe Data in the dataset upload process (Sell or Share Data). Any Seller generated Custom License supersedes the Data & Sons Terms & Conditions. Buyers should carefully read any Seller provided Custom License. Any questions regarding a Custom License should be made directly to the Seller via the Comment section on the dataset listing page.

Data & Sons will uphold and enforce Custom Licenses within the Data & Sons website and marketplace. We will remove any dataset or derivative product on the Data & Sons market that violates a Custom License agreement. We will address any copyright infringement claims between a Seller and Buyer in a Custom License in accordance with the U.S. Digital Millennium Copyright Act. Data & Sons is not responsible for enforcing violations of Custom Licenses off the Data & Sons site and market beyond our obligations in U.S. and International laws.


Seller Performance Standards

Sellers must meet Data & Sons' minimum performance standards. Failure to meet these standards may result in Data & Sons limiting, restricting, suspending, or downgrading your Seller account. When selling Data and services, you agree that:

  • You are responsible for the accuracy and content of the listing and the Data and services offered;
  • Your listing may not be immediately searchable by keyword or category for several hours (or up to 24 hours in some circumstances). Data & Sons cannot guarantee exact listing durations;
  • Content that violates any of Data & Sons’ policies may be deleted at Data & Sons discretion;
  • We strive to create a marketplace where buyers find what they are looking for. Therefore, the appearance or placement of listings in search and browse results will depend on a variety of factors, including, but not limited to:
    • Buyer's information, search query, browsing site, and history;
    • Data and services description, listing format,price, terms of service, end time, history, and relevance to the user query;
    • seller's history, including listing practices, Detailed Seller Ratings, Data & Sons policy compliance, Feedback, and defect rate; and
    • number of listings matching the Buyer's query.Accordingly, to drive a positive user experience, a listing may not appear in some search and browse results regardless of the sort order chosen by the buyer
  • Some advanced listing upgrades will only be visible on certain Services. Metatags and URL links that are included in a listing may be removed or altered so as to not affect third-party search engine results.
  • We may provide you with optional recommendations to consider when creating your listings.Such recommendations may be based on the aggregated sales and performance history of similar sold and current listings; results will vary for individual listings.To drive the recommendations experience, you agree that we may display the sales and performance history of your individual listings to other Sellers.

Buyer Agreement

When buying an item, you agree that:

  • You are responsible for reading the full Data and/or service listing before making a bid or commitment to buy.
  • You enter into a legally binding contract to purchase Data and services when you commit to buy Data and services or if you have the winning bid (or your bid is otherwise accepted).
  • We do not transfer legal ownership of items from the Seller to the Buyer.This includes copyright claims.

Transaction Enforcement

When a Buyer or Seller issue arises, we may consider the user's performance history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement in an effort to do the right thing for both Buyers and Sellers.

The default setting on transactions is to not accept returns, cancellations, or refunds because a Buyer can easily copy Data sold to them by a Seller. Sellers can grant Buyers returns, refunds, or cancellations at their discretion.When an item is returned, to refund the Buyer, you (as Seller) authorize Data & Sons to remove the refund amount (in same or other currency) from your account, place the amount on your invoice, and/or charge your payment method on file.

When a transaction is cancelled, to refund the Buyer, you (as Seller) authorize Data & Sons to remove the refund amount (in same or other currency) from your account.

Data & Sons Fees

Data & Sons charges 30% of the purchase price for all transactions. We may change our seller fees from time to time by posting the changes on the Data & Sons site 14 days in advance, but with no advance notice required for temporary promotions or any changes that result in the reduction of fees.
You must have a payment method on file when selling on Data & Sons and pay all fees and applicable taxes associated with our Services by the payment due date. If your payment method fails or your account is past due, we may collect fees owed by charging other payment methods on file with us, and retaining collection agencies and legal counsel. In addition, you will be subject to late fees. Data & Sons, or the collection agencies we retain, may also report information about your account to credit bureaus (i.e., Experian, Equifax or TransUnion), and as a result, late payments, missed payments, or other defaults on your account may be reflected in your credit report.

Data & Sons’ Intellectual Property

Using our Services does not give you ownership of any intellectual property rights in our Services or the content you access. You may not use content from our Services unless you obtain permission from its owner or are otherwise permitted by law. These terms do not grant you the right to use any branding or logos used in our Services. Don’t remove, obscure, or alter any legal notices displayed in or along with our Services.
You agree not to reproduce, perform, display, distribute, reverse engineer, or prepare derivative works from content that belongs to or is licensed to Data & Sons, or that comes from the Services and belongs to another Data & Sons’ user or to a third party including works covered by any copyrights, trademark, patent, or other intellectual property right, except with prior express permission of Data & Sons and/or any other party holding the right to license such use.

You agree not to commercialize any Data & Sons application or any information or software associated with such application.
We may offer catalogs including stock images, descriptions and product specifications that are provided by third-parties (including users). You may use catalog content solely in connection with your Data & Sons’ listings. The permission to use catalog content is subject to modification or revocation at any time at Data & Sons’ sole discretion.

While we try to offer reliable Data, we cannot promise that the catalogs will always be available, accurate, and up-to-date, and you agree that you will not hold our catalog providers or us responsible for inaccuracies. The catalog may include copyrighted, trademarked or other proprietary materials. You agree not to remove any copyright, proprietary or identification markings included within the catalogs or create any derivative works based on catalog content (other than by including them in your listings).

Communications with Data & Sons

Data & Sons may contact you using autodialed or prerecorded calls and text messages, at any telephone number that you have provided us, to: (i) notify you regarding your account; (ii) troubleshoot problems with your account; (iii) resolve a dispute; (iv) collect a debt; (v) poll your opinions through surveys or questionnaires; or (vi) as otherwise necessary to service your account or enforce this User Agreement, our policies, applicable law, or any other agreement we may have with you. Data & Sons may also contact you using autodialed or prerecorded calls and text messages for marketing purposes (e.g., offers and promotions), if you consent to such communications. As described in our User Privacy Notice, Data & Sons may collect other telephone numbers for you and may place manual nonmarketing calls to any of those numbers and autodialed non-marketing calls to any landline. Standard telephone minute and text charges may apply and may include overage fees if you have exceeded your plan limits.If you do not wish to receive such communications, you may change your communications preference at any time, including through the communication preferences section of your Data & Sons Account. Data & Sons may share your telephone number with its authorized service providers as stated in our User Privacy Notice. These service providers may contact you using autodialed or prerecorded calls and text messages, only as authorized by Data & Sons to carry out the purposes we have identified above.Data & Sons may, without further notice or warning and in its discretion, monitor or record telephone conversations you or anyone acting on your behalf has with Data & Sons or its agents for quality control and training purposes or for its own protection.

Privacy of Others

If Data & Sons provides you with information about another user, you agree you will use the information only for the purposes it is provided to you. You may not disclose, sell, rent, or distribute a user's information to a third party for purposes unrelated to the Services. Additionally, you may not use information for marketing purposes, via electronic or other means, unless you obtain the consent of the specific user to do so.

Disclaimer of Warranties

We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. Such functionality is subject to delays beyond Data & Sons’ control.You agree that you are making use of our Services at your own risk, and that they are being provided to you on an "AS IS" and "AS AVAILABLE" basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
In addition, to the extent permitted by applicable law, we (including our parent, subsidiaries, and affiliates, and our and their officers, directors, agents and employees) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from:

  • your use of or your inability to use our Services;
  • pricing, shipping, format, or other guidance provided by Data & Sons;
  • delays or disruptions in our Services;
  • viruses or other malicious software obtained by accessing or linking to our Services;
  • glitches, bugs, errors, or inaccuracies of any kind in our Services;
  • damage to your hardware device from the use of any Data & Sons Service;
  • the content, actions, or inactions of third parties, including items listed using our Services or the destruction of allegedly fake items;
  • a suspension or other action taken with respect to your account or breach of the Using Data & Sons Section above;
  • the duration or manner in which your listings appear in search results as set out in the Seller Agreement Section above; or
  • your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to this User Agreement or our policies

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the amount of fees in dispute not to exceed the total fees, which you paid to us in the 12 months prior to the action giving rise to the liability, or (b) $100.

Release

If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

Indemnity

You will indemnify and hold us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this Agreement, your improper use of Data & Sons’ Services or your breach of any law or the rights of a third party.

General

Except as otherwise provided in this Agreement, if any provision of this User Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions. Headings are for reference purposes only and do not limit the scope or extent of such Section.

We may amend this User Agreement at any time by posting the amended terms on www.dataandsons.com. Our right to amend the User Agreement includes the right to modify, add to, or remove terms in the User Agreement. We will provide you 30 days' notice by posting the amended terms. Additionally, we will notify you by email. Your continued access or use of our Services constitutes your acceptance of the amended terms. We may also ask you to acknowledge your acceptance of the User Agreement through an electronic click-through. This User Agreement may not otherwise be amended except through mutual agreement by you and an Data & Sons representative who intends to amend this User Agreement and is duly authorized to agree to such an amendment.

The policies posted on our sites may be changed from time to time. Changes take effect when we post them on the Data & Sons site. The User Agreement, the User Privacy Notice, and all polices set forth the entire understanding and agreement between you and Data & Sons and supersede all prior understandings and agreements of the parties.

The following Sections survive any termination of this User Agreement: Data & Sons’ Fees, Data & Sons’ Intellectual Property, Disclaimer of Warranties; Release; and Indemnity. If you do not comply with these terms, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future). We do not guarantee we will take action against all breaches of this User Agreement.

The laws of Florida, U.S.A. will apply to any disputes arising out of or relating to these terms or the Services. All claims arising out of or relating to these terms or the Services will be litigated exclusively in the federal or state courts of Hillsborough County, Florida, USA, and you and Data & Sons consent to personal jurisdiction in those courts.

DATA & SONS BUYER AFFILIATE AGREEMENT

PLEASE READ THE ENTIRE AGREEMENT.

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

This is a legal agreement between DATA & SONS, LLC and you individually and/or your business, which you are authorized to enter into legal agreements herein referred to as the AFFILIATE.

BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

1. Overview

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Data & Sons’ Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the dataandsons.com web site. Please note that throughout this Agreement, "we," "us," and "our" refer to DATA & SONS, and "you," "your," and "yours" refer to the AFFILIATE.

2. Affiliate Obligations

2.1. To begin the enrollment process, you will complete and submit the online application at the Refersion.com server. The fact that we auto-approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:

2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Includes "Data & Sons" or variations or misspellings thereof in its domain name
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Data & Sons or any other affiliated business.

2.2. As a member of Data & Sons’ Affiliate Program, you will have access to Affiliate Account Manager. Here you will be able to review our Program’s details and previously-published affiliate newsletters, download HTML code (that provides for links to web pages within the www.dataandsons.com web site) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.

2.3. Data & Sons reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.

2.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.

2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.

3. Data & Sons Rights and Obligations

3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Data & Sons Affiliate Program.

3.2. Data & Sons reserves the right to terminate this Agreement and your participation in the Data & Sons’ Affiliate Program immediately and without notice to you should you commit fraud in your use of the Data & Sons’ Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Data & Sons shall not be liable to you for any commissions for such fraudulent sales.

3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.

4. Termination

Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.

5. Modification

We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Data & Sons’ Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Data & Sons’ Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

6. Payment

Data & Sons uses a third party to handle all of the tracking and payment. The third party is the Refersion.com affiliate network. Kindly review the network’s payment terms and conditions.

7. Access to Affiliate Account Interface

You will create a password so that you may enter Refersion’s secure affiliate account interface. From their site you will be able to receive your reports that will describe our calculation of the commissions due to you.

8. Promotion Restrictions

8.1. You are free to promote your own web sites, but naturally any promotion that mentions Data & Sons could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Data & Sons. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Data & Sons so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Data & Sons so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Data & Sons. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Data & Sons’ Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

8.2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as dataandsons.com, data & sons, www.dataandsons, www.dataandsons.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from Data & Sons’ Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.

8.3. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Data & Sons’ service).

8.4. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Data & Sons’ site (i.e., no page from our site or any dataandsons.com’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Data & Sons site in IFrames, hidden links and automatic pop ups that open Data & Sons’ site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.

9. Grant of Licenses

9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Data & Sons’ Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Data & Sons and the good will associated therewith will inure to the sole benefit of Data & Sons.

9.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

10. Disclaimer

DATA & SONS MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING DATAANDSONS.COM SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF DATA & SONS ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

11. Representations and Warranties

You represent and warrant that:

11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

12. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL DATA & SONS’ CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

13. Indemnification

You hereby agree to indemnify and hold harmless Data & Sons, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

14. Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

15. Non-Disparagement

Data & Sons and the Affiliate agree to make no disparaging or negative comments about each other’s business, personnel, services, programs, or products in a public forum including reviews and comments on any forum accessible by the general public.

16. Miscellaneous

16.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Data & Sons. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.

16.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

16.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida without regard to the conflicts of laws and principles thereof. All claims arising out of or relating to these terms or the Services will be litigated exclusively in the federal or state courts of Hillsborough County, Florida, USA, and you and Data & Sons consent to personal jurisdiction in those courts.

16.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

16.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

16.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

16.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.

DATA & SONS SELLER AFFILIATE AGREEMENT

PLEASE READ THE ENTIRE AGREEMENT.

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

This is a legal agreement between DATA & SONS, LLC and you individually and/or your business, which you are authorized to enter into legal agreements herein referred to as the AFFILIATE.

BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

1. Overview

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Data & Sons’ Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the dataandsons.com web site. Please note that throughout this Agreement, "we," "us," and "our" refer to DATA & SONS, and "you," "your," and "yours" refer to the AFFILIATE.

2. Seller Affiliate Obligations

2.1. To begin the enrollment process, you will email Data & Sons here. We will collect basic information about the Affiliate, review that information, and upon our approval, enroll the Affiliate in our Seller Affiliate Program. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:

2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Includes "Data & Sons" or variations or misspellings thereof in its domain name
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Data & Sons or any other affiliated business.

2.2. As a member of Data & Sons’ Affiliate Program, you will have access to Affiliate Account Manager. Here you will be able to review our Program’s details and previously-published affiliate newsletters, download HTML code (that provides for links to web pages within the www.dataandsons.com web site) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.

2.3. The Affiliate is responsible for signing up sellers on the Data & Sons data marketplace. If a person or person representing a business visits www.dataandsons.com/affiliate_ID through the Affiliate’s unique url and creates an account, that person or business is identified as your affiliate seller. The Affiliate receives a 10% commission on any sales the Affiliate’s seller(s) make on Data & Sons. There is no time limit or sunset provision on the Seller Affiliate agreement. The Affiliate continues to receive commissions on all affiliated sellers’ sales unless this agreement is terminated under any condition in Section 4.

2.4 Data & Sons reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.

2.5. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.

2.6. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.

3. Data & Sons Rights and Obligations

3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Data & Sons Affiliate Program.

3.2. Data & Sons reserves the right to terminate this Agreement and your participation in the Data & Sons’ Affiliate Program immediately and without notice to you should you commit fraud in your use of the Data & Sons’ Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Data & Sons shall not be liable to you for any commissions for such fraudulent sales.

3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.

4. Termination

Data & Sons may terminate this agreement if the Affiliate is found to have violated any provision of this agreement. This Agreement will terminate immediately upon any breach of this Agreement by you.

This agreement can be terminated within 180 days of either Data & Sons, LLC or the Affiliate changing legal ownership. Data & Sons will provide written notice of termination if these conditions are met and Data & Sons decides to terminate the agreement.

The Affiliate may end this Agreement AT ANY TIME, with or without cause, by giving Data & Sons written notice. Written notice can be in the form of mail, email or fax.

5. Modification

We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Data & Sons’ Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Data & Sons’ Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

6. Payment

Data & Sons manages and tracks all Affiliate seller sales. We will process payment to you 30 days after the end of the calendar month in which the affiliate seller’s sale occurred. For example, if an affiliated seller makes a sale on July 18th, the Affiliate will receive their 10% commission on August 30th. If the affiliate seller makes several sales in July, the Affiliate will receive the total of those commissions on August 30th.

Payment is made by check, PayPal, or other mutually agreed upon form of cash transfer.

7. Access to Affiliate Account Interface

We will create a Seller Affiliate Account for you upon our approval to join our Program. You may monitor and track all your affiliate sellers and view their sales on the “Affiliate Partner” tab under the My Account menu. You can access your unique url on this page, review your account details, view your affiliate sellers, view the datasets those affiliate sellers have for sale, and see sales of those datasets.

8. Promotion Restrictions

8.1. You are free to promote your own web sites, but naturally any promotion that mentions Data & Sons could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Data & Sons. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Data & Sons so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Data & Sons so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Data & Sons. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Data & Sons’ Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

8.2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as dataandsons.com, data & sons, www.dataandsons, www.dataandsons.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from Data & Sons’ Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.

8.3. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Data & Sons’ service).

8.4. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Data & Sons’ site (i.e., no page from our site or any dataandsons.com’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Data & Sons site in IFrames, hidden links and automatic pop ups that open Data & Sons’ site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.

9. Grant of Licenses

9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Data & Sons’ Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Data & Sons and the good will associated therewith will inure to the sole benefit of Data & Sons.

9.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

10. Disclaimer

DATA & SONS MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING DATAANDSONS.COM SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF DATA & SONS ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

11. Representations and Warranties

You represent and warrant that:

11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

12. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL DATA & SONS’ CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

13. Indemnification

You hereby agree to indemnify and hold harmless Data & Sons, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

14. Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

15. Non-Disparagement

Data & Sons and the Affiliate agree to make no disparaging or negative comments about each other’s business, personnel, services, programs, or products in a public forum including reviews and comments on any forum accessible by the general public.

16. Miscellaneous

16.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Data & Sons. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.

16.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

16.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida without regard to the conflicts of laws and principles thereof. All claims arising out of or relating to these terms or the Services will be litigated exclusively in the federal or state courts of Hillsborough County, Florida, USA, and you and Data & Sons consent to personal jurisdiction in those courts.

16.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

16.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

16.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

16.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.