Enrola Media®

Data License & Service Purchase Terms & Conditions

Effective January 1st, 2019

Please read the Terms and Conditions included in this agreement (Agreement) for the license of a data set (The Data) or purchase of Services (The Services) you are buying from Bio Career Center, LLC DBA Enrola Media. (Enrola Media). See your invoice for a complete description of The Data.  To complete a transaction with us, you will need to confirm your agreement with these terms and conditions by signing the invoice specifying The Data and/or The Services.
License The compilation and formatting of The Data is protected by U.S. and international intellectual property laws. Although the raw data may be in the public domain, you acknowledge that The Data has been created and developed at great expense of time and money such that misappropriation or unauthorized use by others for commercial gain would unfairly and irreparably harm Enrola Media. In exchange for your payment and your acknowledgement and compliance with these terms and conditions, Enrola Media extends to you a non-exclusive but single license to work with, store, and reformat The Data.
Use Restrictions You acknowledge that the Data includes nonpublic personal information of consumers as defined by the Gramm-Leach-Bliley Act, Pub. L. 106-102, 15 U.S.C. § 6801 et seq.  You shall protect The Data and keep the Data confidential using the same degree of care that it uses to protect its own proprietary information, but in no event less than reasonable care, to prevent the use, duplication or disclosure of The Data by or to third parties.  You may not license, sublicense, sell, resale, rent, loan, lease, sublease, distribute, assign, publish, disclose, display, or transfer for value, in whole or in part, The Data, or otherwise allow any third party to use The Data, provided however that your affiliate may use the Data for business purposes in the ordinary course, as if it were the buyer. 
Buyer may not use The Data for any unlawful or illegal purpose, including, without limitation, any use that violates applicable federal, state or local laws and regulations governing advertising, privacy, spam and credit reporting, or in connection with the promotion or sale of, or otherwise in connection with: alcohol, contraception, abortion, tobacco or illegal drugs (other than the prevention of use of tobacco or illegal drugs), religion (other than religious educational institutions), communications containing vulgar or offensive language, firearms, weapons, pornography, sexual products or escort services.
Disclaimer of Warranties You expressly understand and agree that your use of The Data and The Services is at your sole risk. Enrola Media makes no warranty that The Data and The Services will meet your requirements or that the information derived from The Data will meet your expectations. No advice or information, whether oral or written, obtained by you from Enrola Media or through or from Enrola Media shall create any warranty not expressly stated in this Agreement.
Limitation of Liability Except as may be expressly set forth in these Terms and Conditions, neither Enrola Media nor any other party from whom Enrola Media obtained all or a portion of the data (each, a “Data Provider”) makes any warranties, guarantees or representations of any kind with respect to the Data, whether express or implied, including, without limitation, any warranties of merchantability, fitness for a particular purpose or infringement of third party intellectual property rights.  Notwithstanding anything to the contrary in these Terms and Conditions, under no circumstances shall the liability of Enrola Media or any Data Provider to buyer include, nor shall Enrola Media or any such Data Provider be liable for, special, indirect, incidental, punitive, multiple, consequential, tort or cover damages arising out of or in any way connected with this agreement or the data, including without limitation, damages resulting from loss of profits, data, business or goodwill, whether or not Enrola Media or the Data Provider have been advised or are aware of the possibility of such damages.

Indemnification Buyer agrees to defend, indemnify and hold harmless Enrola Media and the Data Provider, and each of their respective officers, directors, shareholders, employees and agents from and against any and all losses, claims, damages, demands, suits, causes of action, liabilities and expenses (including reasonable attorneys’ fees and costs) which the indemnified party may suffer or incur based upon any third party claim, charge or suit instituted against such indemnified party arising out of or resulting from (a) any act or failure to act of the Buyer which is contrary to this Agreement, or (b) Buyer’s breach of any of its representations and warranties made in this Agreement.   
Procedure  Each indemnified Party seeking indemnification hereunder shall give prompt notice to the indemnifying Party, along with such indemnified Party’s request for indemnification, of any claim for which it is seeking indemnification. The indemnifying Party shall control the settlement or defense of any claim; provided, however, that the indemnified Party may, at its cost, engage its own attorneys to participate in, but not control, the defense.  The indemnified Party will fully cooperate with the indemnifying Party to enable the indemnifying Party to fulfill its obligations with respect to such defense, including, without limitation, providing any documents and/or witnesses as may be reasonably necessary.
Compliance with Laws  You agree to comply with all applicable laws in performance of this Agreement, including but not limited to any applicable Data privacy laws as they may be amended from time to time. If any part of this Agreement is determined to violate federal, state, or local laws, rules, or regulations, the parties agree to negotiate in good faith revisions to any such provisions. If the Parties fail to agree within a reasonable time to revisions required to bring the entire Agreement into compliance, either Party may terminate this Agreement upon thirty (30) days prior written notice to the other Party.

You agree to comply with the California Consumer Privacy Act of 2018 (codified at Cal. Civ. Code § 1798.100, et seq.) ("'CCPA") and all regulations and judicial opinions issued related thereto including, but not limited to, the requirement in Cal. Civ. Code§ 1798.1l5(d) that Client will not further sell Personal Information, as defined in the CCPA, unless the consumer to whom such Personal Information relates was provided explicit notice and an opportunity to exercise their right to opt­ out, and the requirement in Cal. Civ. Code § 1798.120(d) that Client not sell Personal Information of consumers who have opted-out of the sale of their Personal Information by Client. For purposes of this Agreement, “Personal Information” shall have the same meaning as such term under the CCPA, and generally meaning information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular person or household, including, but not limited to, name, contact information, and IP address.

Confidentiality  You agree that the financial terms and conditions of this Agreement including, but not limited to, any and all information provided by Buyer to Seller are strictly confidential. Neither party will knowingly publicize or disclose or cause or knowingly permit or authorize the publicizing or disclosure of the financial terms and conditions of this Agreement for any reason, at any time, without the prior written consent of the other party, except as required by law in connection with Buyer’s status as a reporting company regulated by the Securities and Exchange Commission or as required to perform that party’s obligations pursuant to this Agreement. Notwithstanding the above, the parties may disclose information to their legal counsel, personal tax advisor or professional tax advisor, employees or agents who have a need to know, or as may be required by law. The parties agree, to the extent not prohibited under law, to instruct those to whom disclosure is allowed under this Agreement that its terms are confidential and must not be further disclosed.
Jurisdiction Unless you represent a state or Federal government or one of their authorized agencies, this Agreement shall be governed by and construed and enforced in accordance with the laws of the state of California, without regard to its conflicts of law principles. Each of the parties hereby consents to the exclusive jurisdiction of the courts of the state of California, with respect to any and all disputes relating to this Agreement.
General This Agreement and the Invoice defining The Data and/or The Services are the entire understanding of the parties and merge all prior communications, understandings, and agreements whether written or oral.  This Agreement and the Invoice shall not be modified except by a subsequently dated written amendment, signed on behalf of both parties by their duly authorized representatives.  You may not assign or transfer this Agreement, whether in whole or in part, or any of its rights, duties or obligations arising under this Agreement without the prior written consent of Enrola Media.  Any attempted assignment without such written consent will be null and void.
Failure by either party to enforce at any time or for any period of time any provision or right hereunder shall not constitute a waiver of such provision or of the right of such party thereafter to enforce each and every such provision. The provisions of this Agreement are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that any other provision hereof is determined to be invalid or unenforceable in whole or in part.
All sales of data and/or services are final and non-refundable. You are responsible for remitting any sales or use taxes, if applicable.