Terms and Conditions

1. Acceptance of Terms

You may not access or use the Website or Services if you do not agree to these Terms. Your continued use after an updated version becomes effective constitutes acceptance of the revised Terms, except where a separate written agreement provides otherwise.

These Terms incorporate our Privacy Policy, Cancellation and Refund Policy and any other policy expressly identified in an applicable order, proposal, invoice, licence or Statement of Work.

2. Scope and Order of Documents

A purchase or project may also be governed by a proposal, quotation, order form, invoice, data licence, service agreement, non-disclosure agreement or Statement of Work.

If documents conflict, the following order generally applies unless the parties agree otherwise in writing:

• A signed service or master agreement.
• A signed Statement of Work, order form or data licence.
• An accepted proposal or quotation.
• The applicable invoice.
• These Terms.
• Other website policies.

Additional terms apply only to the transaction or service to which they relate.

3. Eligibility and Authority

The Website and Services are intended for business and professional use. You must be at least 18 years old and legally capable of entering into a binding agreement.

When acting for a company or another organization, you represent that you are authorized to bind that organization to these Terms and the applicable order or agreement.

You agree to provide accurate, current and complete account, billing and project information.

4. Services

Pacific DataBytes may provide services such as:

• Customized B2B contact databases and list management.
• Technographic and technology-installation intelligence.
• MSP, MSSP, CSP, VAR, ISV and technology-partner data insights.
• Database cleansing, validation, enrichment and maintenance.
• Digital marketing, email marketing, telemarketing, lead generation and campaign support.
• Website, web-application and mobile-application development.
• ERP, robotic process automation, artificial-intelligence and machine-learning solutions.
• Consulting, maintenance, support and related professional services.

The exact scope, specifications, deliverables, assumptions, dependencies, schedule and fees for a paid service will be described in the applicable written commercial document.

General Website descriptions do not create a guarantee or binding service commitment unless included in an accepted written order or agreement.

5. Quotes, Orders and Changes

Quotations and proposals are valid only for the period stated in the document. An order is accepted when Pacific DataBytes confirms it in writing, issues an invoice, begins authorized work or otherwise communicates acceptance.

You are responsible for reviewing and approving targeting criteria, specifications, samples, milestones, designs, technical requirements and other project details before work proceeds.

A request changing the approved scope, volume, targeting, timeline, deliverables or technical requirements may require:

• A revised quotation or change order.
• Additional fees.
• A revised delivery schedule.
• Additional approvals or dependencies.

We are not required to perform out-of-scope work until the change is approved in writing.

6. Fees, Invoicing and Payment

You agree to pay all fees, taxes and authorized expenses stated in the applicable commercial document.

Unless stated otherwise in writing:

• Invoices are payable in the currency and by the due date shown.
• Deposits and milestone payments may be required before work begins or continues.
• You are responsible for charges imposed by banks, cards, payment gateways and currency providers.
• Taxes, duties and government charges are additional unless expressly included.
• Payments must be made without unauthorized deductions, set-offs or chargebacks.

Pacific DataBytes may pause work, withhold delivery, restrict access or suspend Services if an amount is overdue or a payment is reversed, disputed or not received.

7. Licence for B2B Data Products

Unless a written data licence states otherwise, Pacific DataBytes grants the Client a limited, non-exclusive, non-transferable and revocable right to use delivered data internally for legitimate business-to-business activities during the applicable licence period.

Permitted internal uses may include:

• B2B sales prospecting and account research.
• Account-based marketing and demand generation.
• Market, recruitment and channel-partner research where lawfully conducted.
• Database verification, enrichment and internal data management.
• Business intelligence, segmentation and campaign planning.

Except where expressly authorized in writing, you may not:

• Resell, sublicense, rent, publish or commercially redistribute the data.
• Provide it to another party for that party’s independent use.
• Make it publicly available or place it in an unrestricted directory.
• Use it to create or improve a competing database or data product.
• Use it for consumer credit, insurance, housing, healthcare eligibility or another regulated eligibility decision.
• Use it to harass, deceive, discriminate against or unlawfully monitor a person.
• Remove proprietary, confidentiality or licence notices.

Access must be limited to employees and contractors who need the data for an authorized purpose and are subject to suitable confidentiality and use restrictions.

8. Client Responsibilities

The Client is responsible for:

• Providing timely, accurate and complete instructions, approvals, content and access.
• Ensuring it has the necessary rights to materials, databases, credentials and systems supplied to us.
• Reviewing samples, specifications, milestones and deliverables within the requested timeframe.
• Maintaining appropriate security for delivered files, credentials, systems and accounts.
• Restricting access to authorized users and maintaining appropriate backup copies.
• Using Services and deliverables only for lawful, approved purposes.
• Complying with applicable third-party platform and software terms.
• Obtaining notices, permissions, consents or registrations required for its activities.

Delivery dates may be extended when Client information, access, content, approvals or decisions are delayed.

9. Lawful Data, Email and Marketing Use

The Client is solely responsible for determining whether and how it may lawfully use data, email addresses, telephone numbers, marketing tools and campaign services in each applicable jurisdiction.

The Client is responsible for:

• Providing required privacy notices and identifying an appropriate lawful basis.
• Obtaining consent where consent is legally required.
• Honoring objections, opt-outs, suppression requests and do-not-contact lists.
• Using accurate sender identification and non-deceptive messaging.
• Providing a functioning unsubscribe or opt-out method where required.
• Maintaining and applying appropriate suppression lists.
• Not sending unlawful, deceptive, abusive or discriminatory communications.
• Not using automated calling or texting technology without required permission.

10. Acceptable Use of the Website

You must not use the Website to:

• Violate applicable law or another party’s rights.
• Gain unauthorized access to accounts, servers, systems or restricted content.
• Interfere with Website operation, security or availability.
• Transmit malware, malicious code or harmful files.
• Conduct unauthorized scanning, vulnerability testing or penetration testing.
• Use bots, scrapers or automated extraction tools without written permission, except ordinary search-engine indexing.
• Systematically copy Website content into a database or competing service.
• Impersonate a person or submit false or misleading information.
• Remove proprietary notices or commercially exploit Website content without permission.

We may restrict or block access where reasonably necessary to protect our systems, rights or users.

11. Pacific DataBytes Intellectual Property

The Website and its content, design, software, text, graphics, branding, trademarks, processes, research methods, data models, templates and documentation are owned by or licensed to Pacific DataBytes and protected by applicable intellectual-property laws.

Except for rights expressly granted in writing, no ownership or intellectual-property right is transferred to you.

You may not reproduce, modify, distribute, publish, sell, sublicense, reverse engineer or create derivative commercial products from protected materials without prior written permission. Any licence to a deliverable is subject to full payment and the applicable written terms.

12. Client Materials and Feedback

The Client retains ownership of materials it lawfully provides to Pacific DataBytes, including content, trademarks, databases, files and instructions (“Client Materials”).

The Client grants us a limited right to use Client Materials as reasonably necessary to:

• Provide the contracted Services.
• Correct technical or data-quality issues.
• Meet security, recordkeeping and legal obligations.
• Exercise rights or enforce obligations under the applicable agreement.

The Client represents that it has all permissions required for us to process Client Materials as instructed. General feedback may be used to improve our Services without publicly identifying the Client or disclosing its confidential information without permission.

13. Confidentiality

Each party may receive non-public commercial, technical, financial, security, customer or business information belonging to the other party (“Confidential Information”).

The receiving party will:

• Use Confidential Information only for the applicable business relationship.
• Apply reasonable safeguards against unauthorized access or disclosure.
• Limit access to people with a legitimate need to know.
• Ensure recipients are subject to appropriate confidentiality duties.

Confidential Information excludes information lawfully known without restriction, independently developed, lawfully received from another source or made public without breach. Legally required disclosures may be made subject to notice where permitted.

14. Privacy and Security

Our handling of personal information collected through the Website or in connection with our business is described in the Pacific DataBytes Privacy Policy.

Where we process personal information solely on the Client’s documented instructions, the parties may enter into a separate data-processing agreement where required.

Each party is responsible for reasonable safeguards within the systems, accounts, devices and processes under its control. The Client must promptly notify us of suspected unauthorized access relevant to the Services.

15. Third-Party Services and Links

The Website or Services may use, integrate with or link to third-party platforms, hosting providers, software, APIs, advertising services, payment providers, communications tools or websites.

Third-party products are governed by their own terms, privacy policies, availability, pricing and technical limitations. Pacific DataBytes does not control and is not responsible for independent third-party services.

Provider changes may affect functionality, compatibility, delivery, cost or timelines. Additional work caused by those changes may be outside the original project scope.

16. Data Accuracy, Deliverability and Business Results

Pacific DataBytes uses reasonable research, compilation, verification and quality-control processes appropriate to the contracted service.

Business information changes over time. Therefore:

• No business database can remain completely accurate or current at all times.
• Sample data may illustrate format and targeting but may not represent every delivered record.
• Email delivery depends on recipient systems, sender reputation, authentication, content and provider policies.
• Campaign performance depends on the market, the Client’s offer, messaging, follow-up and other external factors.
• Technographic and intent-related attributes are based on available signals and may change.

Unless expressly guaranteed in a signed agreement, we do not guarantee a specific response rate, deliverability rate, number of leads, conversion, revenue result, ranking or business outcome.

17. Warranties and Disclaimers

Each party represents that it has authority to enter into the applicable agreement.

Pacific DataBytes will perform contracted professional Services with reasonable care and skill consistent with the written scope.

Except for an express warranty stated in a signed agreement, and to the fullest extent permitted by law, the Website, Services and deliverables are provided on an “as available” and “as is” basis.

We disclaim implied warranties of merchantability, fitness for a particular purpose, uninterrupted availability, non-infringement and results to the extent they may lawfully be disclaimed. Nothing excludes a right or remedy that cannot legally be excluded.

18. Limitation of Liability

To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive or consequential loss, or for loss of profit, revenue, opportunity, anticipated savings, goodwill or data arising from the Website, Services or an agreement.

To the fullest extent permitted by law, Pacific DataBytes’ aggregate liability arising from a particular order, project or service will not exceed the fees actually paid for the specific service giving rise to the claim during the twelve months before the event giving rise to liability.

This section does not limit liability that cannot legally be limited. A signed agreement may state different liability terms and will control for that service.

19. Indemnification

To the extent permitted by law, the Client will defend, indemnify and hold harmless Pacific DataBytes and its officers, employees, contractors and affiliates from third-party claims, losses, liabilities, damages and reasonable costs arising from:

• The Client’s unlawful or unauthorized use of the Website, Services or deliverables.
• The Client’s marketing, telemarketing, email, texting or data-processing activities.
• A breach of data-licence restrictions or these Terms.
• Client Materials that violate another party’s rights.
• The Client’s violation of privacy, marketing, intellectual-property or other law.
• Instructions provided by the Client that Pacific DataBytes follows.

We will provide reasonable notice and cooperation. No settlement may impose liability, an admission or a non-monetary obligation on Pacific DataBytes without our written consent.

20. Suspension, Termination and Effect

Pacific DataBytes may restrict, suspend or terminate access because of:

• A material breach of these Terms or an applicable agreement.
• Non-payment or a reversed payment.
• Suspected unlawful, abusive, fraudulent or insecure use.
• A legal or regulatory requirement.
• A material security risk.
• Discontinuation of the relevant Website feature or Service.

Where reasonably practicable, we may allow a curable breach to be remedied. Immediate action may be taken where delay could cause harm, violate law or compromise security.

On termination:

• Amounts due for completed work and committed costs remain payable.
• Access rights and licences may end according to the applicable agreement.
• Unauthorized use of confidential information and intellectual property must stop.
• Provisions intended by their nature to survive will remain effective.

21. Cancellation, Credits and Refunds

Cancellation, replacement, service-credit and refund requests are governed by the applicable signed agreement and the Pacific DataBytes Cancellation and Refund Policy.

Customized data, research, development, campaign preparation and other client-specific work may be non-refundable after work has started or a deliverable has been supplied, except where written terms or applicable law provide otherwise.

The Client should report a concern promptly and provide reasonable supporting information so that the issue can be investigated.

22. Governing Law and Dispute Resolution

These Terms and any non-contractual dispute arising from them are governed by the laws of the State of Delaware, United States, without regard to conflict-of-law rules, unless a signed agreement requires otherwise.

Before formal proceedings, the parties will make a reasonable good-faith effort to resolve the dispute through direct written communication between authorized representatives.

If unresolved, the parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware, except where applicable law requires another forum or a signed agreement provides another process.

Either party may seek urgent injunctive or equitable relief to protect confidential information, intellectual property, security or prevent unauthorized data use.

23. General Provisions

Electronic communications

You consent to receiving agreements, invoices, notices and communications electronically where legally valid.

Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, government action, labor disputes, utility failures, cyber incidents, widespread internet failure, epidemics or third-party outages. Payment for Services already delivered is not excused.

Assignment

You may not assign an agreement or licence without our written consent. Pacific DataBytes may assign its rights and obligations as part of a merger, restructuring, financing, sale of business or transfer to an affiliate, subject to applicable law.

Independent contractors

The parties are independent contractors. Nothing creates a partnership, joint venture, employment or agency relationship.

No waiver and severability

Failure to exercise a right does not waive it. If a provision is found unenforceable, it will be limited or removed only as necessary and the remaining provisions will continue in effect.

Entire agreement

These Terms, the applicable commercial documents and incorporated policies form the entire agreement concerning their subject matter and replace earlier representations concerning that subject matter.

24. Changes to These Terms

Pacific DataBytes may update these Terms to reflect changes in the Website, Services, commercial practices, technology or legal obligations.

The updated version will be posted on this page with a revised “Last updated” date and will apply from its effective date.

Website updates do not retroactively modify a signed agreement or accepted order unless the parties agree in writing or applicable law requires the change.