End User License Agreement (EULA)

End-User License Agreement

By downloading the NetAcuity Developer Edition (‘DevEd’) IP address targeting database from this site or by usage of the DevEd database, you agree that your use of the DevEd database is subject to the terms and conditions set forth in this End User License Agreement (this “Agreement”).

Limited grant of rights.

In accordance with the terms of this Agreement, Digital Envoy hereby grants you a non-exclusive, non-transferable limited license to access and use the DevEd Database for your own internal purposes. These purposes are limited to customizing and targeting website content, web traffic reporting,, and similar business purposes. You agree to use the DevEd database only in a manner that is consistent with applicable laws.

Usage restrictions.

Except as expressly permitted in this Agreement, you may not, nor may you permit others to:

(a) IMPORTANT: As DevEd contains month old NetAcuity data, making it less accurate than standard NetAcuity data, and does not come with customer support from our tech support team, it is designed for evaluation use and small deployments. You shall not use the DevEd database for any service or use that involves the look-up of more than 1,000,000 IP addresses in any given month. In the event that you require more than 1,000,000 IP look-ups in a month, please contact us

(b) copy any portion of the DevEd database except as reasonably required for using the the database as permitted hereunder,

(c) allow anyone other than yourself or your employees to access the DevEd database, or any portion thereof, without Digital Envoy’s express written permission,

(d) use the DevEd database to develop a database, online or similar database service, or other information resource in any media (print, electronic or otherwise, now existing or developed in the future) for sale to, distribution to, display to or use by others,

(e) create compilations or derivative works of the DevEd database,

(f) use the DevEd database in any fashion that may infringe any copyright, intellectual property right, contractual right, or proprietary or property right or interest held by Digital Envoy,

(g) store in a retrieval system accessible to the public, transfer, publish, distribute, display to others, broadcast, sell, or sublicense the DevEd database, or any portion thereof,

(h) remove or obscure any copyright notice or other notice or terms of use contained in the DevEd database,

(i) use the DevEd database to create or otherwise support the transmission of unsolicited, commercial email,

(j) use, copy or otherwise access any portion of the DevEd database for which you have not made payment to Digital Envoy. If for any reason, you access such DevEd database, these terms and conditions apply to your use of such data and you agree to pay all applicable charges, or

(k) copy, reverse engineer, decompile, disassemble, derive source code, modify or prepare derivative works of the DevEd database.

Intellectual property rights.

(a) Trade Secrets and Confidential Information. You acknowledge and agree that any and all confidential information and materials from which Digital Envoy derives actual or potential economic value constitutes Digital Envoy’s confidential and proprietary trade secrets (collectively, “Trade Secrets”). You further acknowledge and agree that Digital Envoy’s Trade Secrets include, but are not limited to, the DevEd database and related data, and technology. You shall maintain any information learned about Digital Envoy’s Trade Secrets as confidential and shall not disclose such information or permit such information to be disclosed to any person or entity. With respect to all such information, you shall exercise the same degree of care to protect Digital Envoy’s Trade Secrets that you exercise with respect to protecting your own confidential information, and in no event less than reasonable care.
(b) Ownership. All intellectual property rights including copyrights, moral rights, trademarks, trade secrets, proprietary rights to the DevEd database and related are exclusively owned by Digital Envoy. You acknowledge and agree that you obtain no right, title or interest therein. You hereby assign to Digital Envoy all copyrights, intellectual property rights, and any other proprietary or property rights or interests in and to any work created in violation of this Agreement.

License fees.

You are responsible for paying all fees associated with the use of the NA dev database.

Changes to the agreement.

(a) Digital Envoy may amend this Agreement at any time. Any such amendment(s) shall be binding and effective upon the earlier of (i) the date that is thirty (30) days after posting of the amended Agreement on Digital Envoy’s web site, or (ii) the date that Digital Envoy provides notice to you of the amended Agreement pursuant to the notice provisions in this Agreement; except that changes to charges and payment terms may be made only upon 30 days’ prior written notice to you. You may immediately terminate this Agreement upon notice to Digital Envoy if a change is unacceptable to you. Your continued use of the DevEd data following notice to you of a change shall constitute your acceptance of the change.

(b) If you find it convenient to employ your standard form(s) of purchase order or similar form in administering the terms of this Agreement, you may do so but none of the terms and/or conditions printed or otherwise appearing or referenced on such form will be applicable to the license of the DevEd Databases hereunder.

Limitation of liability.

DIGITIAL ENVOY’S MAXIMUM TOTAL LIABILITY FOR ALL OCCURRENCES (IF ANY), TAKING PLACE DURING ANY TWELVE-MONTH PERIOD (OR A PORTION THEREOF, IF THIS AGREEMENT IS NOT IN EFFECT FOR TWELVE MONTHS), ARISING OUT OF OR IN ANY WAY RELATED TO THE AUTHORIZED OR UNAUTHORIZED ACTS OF DIGITAL ENVOY’S EMPLOYEES OR DIGITAL ENVOY’S PERFORMANCE OR NONPERFORMANCE OF THE SERVICES PROVIDED HEREIN, INCLUDING (BUT NOT LIMITED TO) ERRORS OF DESIGN OR ERRORS WHICH ARE DUE SOLELY TO MALFUNCTION OF DIGITAL ENVOY-CONTROLLED MACHINES OR ANY OTHER ACTS OR OTHER PERFORMANCE RELATED TO THIS AGREEMENT, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL AMOUNT PAID BY YOU FOR SERVICES PROVIDED BY DIGITAL ENVOY UNDER THIS AGREEMENT DURING SAID TWELVE-MONTH PERIOD (OR DURING SUCH SHORTER PERIOD THAT THIS AGREEMENT IS IN EFFECT). YOU AGREE THAT THE FOREGOING SHALL CONSTITUTE YOUR EXCLUSIVE REMEDY. YOU HEREBY RELEASE DIGITAL ENVOY, ITS OFFICERS, EMPLOYEES AND AFFILIATES FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION.

No consequential damages.

UNDER NO CIRCUMSTANCES INCLUDING NEGLIGENCE SHALL DIGITAL ENVOY OR ANY RELATED PARTY OR SUPPLIER BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; OR FOR LOSS OF PROFITS, REVENUE, OR DATA; THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO ACCESS AND USE THE DEVED DATABASES AND RELATED SERVICES, WHETHER IN AN ACTION IN CONTRACT, TORT, PRODUCT LIABILITY, STRICT LIABILITY, STATUTE OR OTHERWISE EVEN IF DIGITAL ENVOY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

No warranties.

THE DEVED DATABASES AND RELATED DATA ARE FURNISHED ON AN “AS IS”, AS-AVAILABLE BASIS. DIGITAL ENVOY MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE CAPABILITY OF THE DEVED DATABASES AND RELATED DATA OR THE ACCURACY OR THE COMPLETENESS OF THE DATA. ALL WARRANTIES OF ANY TYPE, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS ARE EXPRESSLY DISCLAIMED. DIGITAL ENVOY DOES NOT WARRANT THAT THE SERVICES WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY, OR THAT THE SITE IS FREE OF OTHER HARMFUL COMPONENTS. DIGITAL ENVOY SHALL MAKE COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN THE SITE FREE OF VIRUSES AND MALICIOUS CODE.

Governing law.

This Agreement shall be governed and interpreted pursuant to the laws of the state of Georgia, applicable to contracts made and to be performed wholly in Georgia, without regard to principles of conflicts of laws. You specifically consent to personal jurisdiction in Georgia in connection with any dispute between you and Digital Envoy arising out of this Agreement or pertaining to the subject matter hereof. You agree that the exclusive venue for any dispute hereunder shall be in the state and federal courts in Atlanta, Georgia.

Notices

Notices given under this Agreement shall be in writing and sent by facsimile, e-mail, or by first class mail or equivalent. Digital Envoy shall direct notice to you at the facsimile number, e-mail address, or physical mailing address (collectively, “Address”) you provided in the registration process. You shall direct notice to Digital Envoy at the following address:

Digital Envoy, Inc.
155 Technology Parkway
Suite 800
Norcross, GA 30092
Attn: Legal

Either party may change its Address for notice at anytime by giving notice of the new Address as provided in this section.

Complete Agreement.

This Agreement represents the entire agreement between you and Digital Envoy with respect to the subject matter hereof and supersedes all previous representations, understandings or agreements, oral or written, between the parties regarding the subject matter hereof.

Applicable laws.

You agree to use the DevEd databases only in a manner that is consistent with applicable laws.

Assignment.

You may not assign your rights in this Agreement without Digital Envoy’s prior written consent. Digital Envoy may assign its duties and obligations under this Agreement.

Severability.

Should any provision of this Agreement be held void, invalid or inoperative, such decision shall not affect any other provision hereof, and the remainder of this Agreement shall be effective as though such void, invalid or inoperative provision had not been contained herein.

Failure to enforce.

The failure of Digital Envoy to enforce any provision of these terms and conditions shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.

Facsimiles.

If you submit a document which includes your facsimile signature, Digital Envoy may treat the facsimile signature as an original of your signature.

Captions and titles.

The section headings used herein, are for convenience only and shall have no force or effect upon the construction or interpretation of any provision hereof.