End User License Agreement
NOTICE AND DEFINITIONS
Please read this document carefully before proceeding. This is a legal agreement between the client entity and its Permitted Affiliates listed on the applicable Order Form (“Client”) and SalesIntel Research Inc, and any of its subsidiaries or affiliates, a Delaware limited liability corporation with offices at 1100 N Glebe Road, Suite 1010, Arlington VA 22201 (“SalesIntel”) (individually a “Party” and collectively the “Parties”) and governs Client’s use of the SalesIntel services set forth on the applicable order form(s) (“Order Form(s)”), incorporated into this Agreement by reference. Together, active Order Forms describe the “Services”. Services are made available through the SalesIntel website (the “Site”). By accessing or using the Services, Client agrees to be bound to the terms of this end user license agreement (the “Agreement” or the “EULA”) in its entirety. The individual signing the Order Form represents and warrants that he or she has the necessary authority to bind Client. For good and valuable consideration, for which the receipt and sufficiency of such is acknowledged, the Parties hereby agree as follows:
1. GRANT OF LICENSE
1.1 This Agreement governs Client’s use and access of the Licensed Materials (as defined below), made available to Client by SalesIntel.
1.2 Subject to these Agreement terms and an applicable Order Form, the “Licensed Materials” consist of all licensed information and content on the Site, Services, and any other materials or electronic information reasonably related to Client’s use of the Site and Services, including but not limited to: SalesIntel proprietary data, licensed third-party data, technology products, software, websites, Chrome Plugin (RevDriver), networks, and equipment made available by SalesIntel pursuant to this Agreement.
1.3 Subject to the terms and conditions of this Agreement, and provided that Client first pays all of the required fees set forth under the applicable Order Form(s), SalesIntel hereby grants Client a limited, revocable, non-exclusive, non-transferable license to access and use the Services and Licensed Materials.
1.4 Client may:
(a) use the Site, Services, and Licensed Materials solely for Client’s internal business purposes, which are sales, marketing, business development, customer success or recruiting purposes, during the Term as set forth in the applicable Order Form (the “Permitted Use”). Data obtained by Client through the Services prior to termination may be used indefinitely subject to Section 5.2, below.
(b) for the Permitted Use, make copies of the Licensed Materials and export CSV format files, provided that any such copies and exports are maintained and held in a manner for which Client would protect its own confidential information, but with no less than reasonable care. This EULA, the Services and Client’s Permitted Use are subject to any applicable export and data privacy laws, orders, restrictions, or regulations.
1.5 Client may not, and Client agrees that it will not permit others (including its agents and affiliates not named in the applicable Order Form) to:
(a) reproduce the Site, Services, and Licensed Materials or remove any proprietary notices, ownership labels or marks therefrom, except as expressly permitted above with respect to the Licensed Materials;
(b) modify, translate, create derivative work(s), copy, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, mirror, frame, exploit, reverse engineer, decompile, disassemble or otherwise attempt to (i) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Site, Services, or Licensed Materials, including without limitation any such mechanism used to restrict access to or control the functionality of Licensed Materials; (ii) derive the source code or the underlying ideas, algorithms, structure or organization from the Site or Services; or (iii) use in any manner not expressly permitted under this Agreement;
(c) access, extract or copy information from the Licensed Materials using automated means such as crawlers, bots, scripts or intelligent agents;
(d) lease, private label, grant a security interest in, sell, resell, transfer, distribute, rent or otherwise allow access to the Site, Services, or Licensed Materials to any third party. Prohibited uses include (i) Users sharing passwords, (ii) use of the Service’s proprietary data for the benefit of third parties including Client customers, or, (iii) use by any contractors, affiliates or subsidiaries of Client not expressly named in an applicable Order Form;
(e) integrate Licensed Materials into any of Client’s systems such as a CRM or marketing automation system, unless the Licensed Materials are maintained in a manner that includes (i) labels identifying SalesIntel as the data source, or, (ii) links the Licensed Materials in the CRM or marketing automation system to SalesIntel for reporting purposes and notates in any system documentation that Licensed Materials originate from SalesIntel and its Licensees.
(f) introduce into the Site or Services any viruses, Trojan horses, time bombs, trap doors or other harmful or malicious code;
(g) use the Site, Services, or Licensed Materials for any illegal purpose or in connection with any data or content that is illegal or otherwise infringes or violates the rights of any third parties; or
(h) export or re-export, directly or indirectly, the Services or Licensed Materials into any country prohibited by the United States Export Administration Act and the regulations thereunder.
1.6 This is a license and not a sale. All right, title, interest, copyrights, trade secrets, know how, trade names and service marks, and all other rights to the Site, Services, and Licensed Materials shall remain the exclusive property of SalesIntel. All goodwill arising in or from the SalesIntel brand shall inure solely to SalesIntel’s benefit.
2. DELIVERY OF SERVICES/LICENSED MATERIALS
2.1 SalesIntel will make the Licensed Materials available to Client in digital form via online, password-protected access as part of the Services and through APIs, unless as mutually agreed in writing by the Parties. Client will create unique login IDs and passwords for each unique User up to the total number of Users set forth on the applicable Order Form. Access credentials shall not be shared by more than one individual. “User(s)” means Client employees and Permitted Affiliates (including any authorized contractors) using the Licensed Materials for the sole benefit of Client and expressly named in the applicable Order Form. Users cannot access the Services for more than one 12-hour session in any 24-hour period and/or Users cannot reveal more than 3000 company contacts per month. Client shall be responsible for the acts or omissions of any person using passwords or access procedures provided to or created by Client. SalesIntel reserves the right to monitor usage, refuse registration, or to suspend or cancel login IDs; SalesIntel may elect to charge Client for the extra User access if the terms of this Section 2.1 are violated.
2.2 Quality Guarantees.
Accuracy Guaranty. During the term of this Agreement, if Client finds that human-verified contact information in the Licensed Materials is not at least 95% accurate, in aggregate, SalesIntel will have thirty (30) days following Client’s written notice of such inaccuracy to correct the information.
Availability Guaranty. During the applicable Order Form Term, SalesIntel’s portal and Services will be available at least 99.9% of the time on a monthly basis, excluding planned outages for system maintenance.
2.3 Support. SalesIntel provides reasonable assistance and ongoing support to assist the in accessing the Licensed Materials. SalesIntel personnel are available by email, online chat, or phone for feedback, problem solving, or general questions between the hours of 8:00 a.m. and 8:00 p.m. Eastern Time (Monday – Friday).
2.2 During the term of this Agreement, if Client finds that human-verified contact information in the Licensed Materials is not 95% accurate, in aggregate, SalesIntel will have thirty (30) days following Client’s written notice of such inaccuracy to correct the information.
3. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS
3.1 SalesIntel reserves all rights not expressly granted herein. Without limiting the foregoing, no rights are granted to access or use the Site or Services to build any product or service. SalesIntel or its licensors retain all right, title, and interest in and to the Site and Services and in any and all patents, copyrights, trade secrets, trademarks, and other intellectual property and proprietary rights thereto, including any registrations, applications, renewals, and extensions of these rights. Client further agrees that the originals, and any copies that may be made or exported, with regard to the Services or sales contacts are and shall continue to be at all times the exclusive property of SalesIntel. Client will not take any action, directly or indirectly, in contravention of such ownership.
4. LICENSE/SUBSCRIPTION FEES
4.1 Client shall pay all fees stated in the applicable Order Form (the “Subscription Fee”). All Subscription Fees are payable according to the payment terms set forth in the Order Form, however if no time is specified, then such Subscription Fees shall be payable immediately upon Client’s receipt of the invoice. All amounts shall be payable without any tax withholding or deduction.
4.2 If Client fails to make timely payment on any Subscription Fees, without limiting any other remedy available to it, SalesIntel reserves the right to withhold or suspend Client’s access and use of the Licensed Materials and Services until all past-due payments are made. Notwithstanding the foregoing, if Client is more than 45 days past due, then all outstanding Subscription Fees payable under the Order Form(s) become due.
5. TERM AND TERMINATION
5.1 Term. This license will continue for the subscription period(s) set forth in the applicable Order Form, unless otherwise terminated, (the “Term”).
5.2 Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision of this Agreement and does not cure such breach within 30 calendar days from written notice of such breach. Except as otherwise indicated under this Agreement, Client shall immediately cease use of the Licensed Materials and Services, and all licenses granted under this Agreement with respect to such Licensed Materials shall expire, upon the termination of this Agreement. Client shall immediately pay any unpaid fees due under this Agreement. Except as necessary to exercise the rights provided hereunder, each Party will promptly return or destroy, all of the other Party’s applicable Confidential Information within its possession or control, and/or certify its actions in writing. Client may continue to use company or contact information derived through the Licensed Materials in compliance with this Agreement, following termination of this Agreement strictly in compliance with the restrictions under this Agreement.
5.3 If SalesIntel reasonably believes that Client’s use of the Services or Licensed Materials violates the terms of this Agreement, SalesIntel may suspend Client’s access to the Services or Licensed Materials upon written notice to Client.
6. CONFIDENTIAL INFORMATION
6.1 “Confidential Information” shall mean all documents, these Agreement terms including pricing, information, and data of a Party which has been or may hereafter be disclosed, directly or indirectly, to the other Party, including the Licensed Materials (with the exception of data exported and used in accordance with the terms of this Agreement), the Services, trade secrets, data, benchmark or test results, technical information, financial information, business information (including business plans, strategies and practices), ideas and know-how, either orally, in writing or in any other form pursuant to or in connection with this Agreement which is indicated to be confidential or the receiving Party should reasonably understand to be confidential. Client may not disclose the Services and data to SalesIntel competitors.
6.2 Each Party agrees to take all necessary steps to protect any Confidential Information of the other Party with at least the same degree of care that the receiving Party uses to protect its own confidential and proprietary information of like kind, but no less than reasonable care. Neither Party shall use the other Party’s Confidential Information other than for purposes related to the use of the Licensed Materials and Services in accordance with and each Party’s obligations under this Agreement. Notwithstanding the foregoing, a Party may disclose Confidential Information, if necessary, if such Confidential Information (a) was known to such Party, as demonstrated by written records, or was in the public domain prior to the time it was obtained by such Party; (b) subsequently becomes generally available to the public by publication through no fault of a Party or breach of this Agreement; or (c) is required by court, governmental, administrative or another legal order.
6.3 Of the Confidential Employee Information provided by Client, SalesIntel only stores information required to create Client’s account and User IDs, and to provide the Services and Licensed Materials to Client.
6.4 Personal Information. If either party shares personal data under this Agreement subject to the E.U. General Data Protection Regulation (“GDPR”) or the California Consumer Protection Act (“CCPA”) (together, leading “Data Privacy Law”), each party agrees that it is a “controller” under GDPR with respect to such data and agrees to comply with applicable law and regulation. Subject to Data Privacy Law, Client agrees not to use any data unless it is for a purpose that constitutes a ‘legitimate interest’ (including but not limited to direct marketing). SalesIntel, may publish a list of persons who have requested that their personal information be removed from its’ databases; Client agrees to review such list on a regular basis (no less frequently than once per month) and to remove from its possession any User or Client Customer records relating to such persons in its possession, unless Client has established an independent lawful basis to process such person’s personal information.
6.5 Data Accuracy. Notwithstanding Section 6.1 above, nothing in this Agreement shall restrict SalesIntel from using Client Data relating to the Services during or after the Term, including, without limitation, to compile statistical reports, to improve the Services to all clients, and/or to improve or augment other SalesIntel commercial products or services. “Client Data” includes, but is not limited to, all usage data, Services inquiries and requests for data verification, trends and priority indicators, logs, session information, email ‘bounce data’ and any other information derived from Client’s use of the Services. In addition, Client acknowledges that Users may have the opportunity to transmit business contact information to SalesIntel for purposes of matching, cleansing, or updating records: Client agrees that SalesIntel may match, clean and verify Client Data business contact information for the Client as well as to clean and supplement its commercial databases.
7. DISCLAIMER OF WARRANTIES
7.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLIENT AGREES THAT SALESINTEL HAS MADE NO EXPRESS WARRANTIES REGARDING THE LICENSED MATERIALS OR SERVICES AND THAT THE SITE, SERVICES, AND LICENSED MATERIALS ARE PROVIDED TO CLIENT ON AN “AS IS” BASIS, WITHOUT ANY WARRANTY OF ANY KIND, INCLUDING WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. SALESINTEL AND ITS LICENSORS, AGENTS, OFFICERS, AND AFFILIATES DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SITE, SERVICES, AND LICENSED MATERIALS WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, OR NONINFRINGEMENT OR THEIR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION, OR ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR TRADE USAGE. IT IS CLIENT’S RESPONSIBILITY TO BACK UP ANY DATA OR CONTENT PROVIDED TO CLIENT HEREUNDER. CLIENT IS SOLELY RESPONSIBLE FOR THE ACCURACY, QUALITY, INTEGRITY, LEGALITY, RELIABILITY, SECURITY, MAINTENANCE AND STORAGE OF CLIENT DATA AND CONTENT.
7.2 Each party represents and warrants that it has the legal power to enter into this Agreement.
8. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY OR ITS LICENSORS, AGENTS, OFFICERS, OR AFFILIATES BE LIABLE FOR LOSS OF DATA, LOSS OF USE, LOST PROFITS, INTERRUPTION OF BUSINESS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING FROM THE USE OF THE SITE, THE SERVICES, OR THE LICENSED MATERIALS HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. THIS LIMITATION SHALL APPLY EVEN IF SALESINTEL OR ITS LICENSORS, AGENTS, OFFICERS, OR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO A PARTY’S BREACH OF ITS INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED THE FEES PAID BY CLIENT FOR THE LICENSED MATERIALS AND THE SERVICES WITHIN THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS.
9.1 Client agrees to indemnify and hold SalesIntel, its licensors, agents, officers and affiliates harmless from any and all costs, losses, liabilities and expenses arising out a third-party claim to the extent arising from Client’s (i) breach of this Agreement, (ii) use of the Site, Services, Licensed Materials or any information or data derived therefrom, or (iii) gross negligence or willful misconduct.
9.2 SalesIntel agrees to indemnify and hold Client, its licensors, agents, officers and affiliates harmless from any and all actual costs, losses, liabilities and expenses arising out a third-party claim to the extent arising from (i) Client Users’ use of the Site, Services and Licensed Materials, or (ii) SalesIntel’s gross negligence or willful misconduct.
10.1 All notices or other communications permitted or required to be given hereunder shall be sent by electronic mail to the email address set forth on the Order Form for such purpose and shall be deemed provided when sent. If Client fails to provide an email address for notices, SalesIntel may provide notices hereunder by any means reasonably calculated to provide Client with actual notice thereof.
10.2 This Agreement shall be exclusively governed by, and construed in accordance with, the laws of the State of Delaware without regard to conflict of laws principles.
10.3 Neither Party may assign this Agreement without express written consent from the other Party, except that either Party may assign this Agreement to a successor-in-interest pursuant to an assignment, merger, or sale of a majority interest in its voting equity, or a sale of all or substantially all of its assets or business, provided however that Client may not assign such rights to any competitor of SalesIntel.
10.4 The Parties acknowledge and agree that the unauthorized disclosure of Party’s Confidential Information or Licensed Materials may cause irreparable harm to the other Party for which there is no adequate remedy at law and that each Party shall be entitled to seek equitable and injunctive relief to prevent further disclosure without the need to post bond or other security interest, in addition to monetary damages and any other such relief as a court may determine appropriate. Unless expressly stated herein, no remedy of the Parties is intended to be, nor shall be construed as, an exclusive remedy and each Party retains all additional rights and remedies that it may have at law or in equity.
10.5 This Agreement constitutes the entire understanding of the parties and supersedes all prior communications, understandings, and agreements relating to the subject matter of this Agreement, whether oral or written. SalesIntel may propose amendments to this Agreement at any time by providing notice of such proposed amendments in a manner permitted hereunder. Such proposed amendments shall be deemed accepted and become part of this Agreement thirty (30) days after the date such notice is given unless Client informs SalesIntel that it does not accept the proposed amendments, in which case the existing terms will continue in full force and effect. No other modification to this Agreement shall be valid unless by written amendment signed by both Parties hereto. All other modifications shall be deemed void.
10.6 Neither Party nor any of its respective licensors, agents, officers, or affiliates will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond its reasonable control, including, but not limited to, acts of God, labor disputes or other industrial disturbances, pandemics or other public heath emergencies, electrical or power outages, utilities or other telecommunications failures, earthquakes, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
10.7 Failure by a Party to insist on strict performance of any of the terms and conditions of this Agreement will not operate as a waiver by the Party of that or any subsequent default or failure of performance. Should any provision of this Agreement be or become invalid or unenforceable in whole or in part, the remaining provisions shall be valid and enforceable.
10.8 Right to Audit. Subject to Client’s reasonable security and confidentiality procedures, SalesIntel, or any third party retained by SalesIntel, may at any time upon prior reasonable notice, during normal business hours with appropriate workspace provided, audit the books, records or accounts of Client pertaining to the Services.
10.9 Survival. All terms and provisions of this Agreement, which by their express terms or by nature and context are intended to come into force or to survive termination or expiration of this Agreement, shall not be affected by, and shall survive, any such termination or expiration. For the avoidance of doubt, the following Sections shall survive termination or expiration of this Agreement: 1.4, 1.5, 3, 5, 6, 7, 8, 9.1 and 10.
10.10 In the event of any dispute arising under or out of this Agreement, the prevailing Party shall be entitled to recover its reasonable costs and expenses incurred in enforcing the terms of this Agreement, including but not limited to, reasonable attorney’s fees.