End User License Agreement
SALESINTEL END USER LICENSE AGREEMENT
NOTICE AND DEFINITIONS
Please read this document carefully before proceeding. This is a legal agreement between you (either an individual or a single legal entity, and herein referred to as (“You” or “Your”) and SalesIntel Research Inc, and any of its subsidiaries or affiliates, a Delaware limited liability corporation with offices at 7600 Leesburg Pike, Suite 320, West Building, Falls Church VA 22043 (“SalesIntel Research Inc”) (individually a “Party” and collectively the “Parties”) and governs your use of SalesIntel Research Inc’s services – whether Basic, Standard, Advanced, or Enterprise (the “Services”) made available through SalesIntel Research Inc’s website (the “Site”). By clicking the “I Accept” button or accessing or using the Services, you agree to be bound to the terms of this end user license agreement (the “Agreement”) in its entirety. If You are entering into this Agreement on behalf of an entity (such as Your employer or another legal entity), then You represent and warrant that You have the necessary authority to bind that entity. 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 Your use and access of the Licensed Materials (as defined below), made available to You by SalesIntel Research Inc and/or any of its agents and affiliates.
1.2 The “Licensed Materials” consists of all information and content under a paid-for license from SalesIntel Research Inc to the Site, Services, and any other materials or electronic information reasonably related to Your use of the Site and the Services, including but not limited to: technology data, technology products, software, websites, networks, and equipment made available by SalesIntel Research Inc pursuant to this Agreement. 1.3 Subject to the terms and conditions of this Agreement, and provided that You pay the required fees as set forth under the relevant pricing plan on the Site (Basic, Standard, Advanced, or Enterprise), SalesIntel Research Inc hereby grants You a limited, non-exclusive, non-transferable license to access and use the Services subject to Your continued monthly payment for the Services.
1.4 You may:
- (a) use the Site, Services, and Licensed Materials for Your internal business purposes, during the term of the subscription;
- (b) if You are a legal entity, permit those within Your organization to use the Site, Services, and Licensed Materials for Your organization’s internal business purposes, during the term of the subscription; and
- (c) make copies of the Licensed Materials and export CSVs (if Your pricing plan allows for such), provided that any such copies and exports are maintained and held in a manner for which You would protect your own confidential information, but with no less than reasonable care.
1.5 You may not, and You agree that you will not permit others (including agents and affiliates) to:
- (a) reproduce the Site, Services, and Licensed Materials except as expressly permitted above with respect to the Licensed Materials;
- (b) reverse engineer, decompile, disassemble or otherwise attempt (i) to 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 or control the functionality the Licensed Materials or (ii) to derive the source code or the underlying ideas, algorithms, structure or organization from the Site or Services (except in the event that the foregoing prohibition does not apply to the extent that such activities may not be prohibited under applicable law);
- (c) sell, resell, transfer, distribute, rent or otherwise allow access to the Site, Services, or Licensed Materials;
- (d) integrate Licensed Materials into any CRM system, unless maintained in a manner that includes information identifying that the Licensed Materials originated with SalesIntel Research Inc;
- (e) introduce into the Site or Services any viruses, works, Trojan horses, time bombs, trap doors or other harmful or malicious code;
- (f) 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
- (g) 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, and all other rights to the Site, Services, and Licensed Materials shall remain the exclusive property of SalesIntel Research Inc.
2. DELIVERY OF SERVICES/LICENSED MATERIALS
2.1 SalesIntel Research Inc will make the Licensed Materials available to You in digital form via online, password-protected access as part of the Services, unless mutually agreed to otherwise.
3. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS
3.1 SalesIntel Research Inc 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 a competitive product or service. SalesIntel Research Inc 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. You further agree 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 Research Inc. You will not take any action, directly or indirectly, in contravention of such ownership.
4. LICENSE/SUBSCRIPTION FEES
4.1 You shall pay all fees stated in the pricing plan that you select on the Site, and in relation to the Services and sales contacts provided (Basic, Standard, Advanced, or Enterprise) (the “Subscription Fee”). All Subscription Fees are payable as set forth and determined on the Site, however if no time is specified, then such Subscription Fees shall be payable within 30 days of invoice. All amounts shall be payable without any tax withholding or deduction.
4.2 If You fail to make timely payment on any Subscription Fees, SalesIntel Research Inc reserves the right to (i) withhold or suspend Your access and use of the Licensed Materials and Services until all past-due payments are made, (ii) terminate this Agreement and any obligations of SalesIntel Research Inc hereto, or (iii) accelerate the payment of all Subscription Fees such that all unpaid Subscription Fees shall become immediately due. SalesIntel Research Inc shall have the right to charge interest at the rate of 1.5% per month, or the highest rate permitted by applicable law, whichever is lower.
5. TERM AND TERMINATION
5.1 This license will continue for the applicable subscription period, until otherwise terminated at set forth herein. The subscription period and license shall remain active so long as timely payment is made on Subscription Fees, in monthly installments, or any other payment method as set forth on the Site or any applicable invoice.
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 thirty (30) calendar days from written notice of such breach. You may also terminate this Agreement upon thirty (30) days written notice to SalesIntel Research Inc, provided that all Subscription Fees for the applicable subscription period are paid in their entirety.
Upon termination of this Agreement for any reason and except as otherwise provided hereunder, You 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. You shall immediately pay any fees due and payable under this Agreement. Except as necessary to exercise the rights provided hereunder, each Party will promptly return to the other or destroy, as requested by the disclosing Party, all of the other Party’s applicable Confidential Information (defined in Section 6.1) within its possession or control, and will certify in writing, if requested, that it has complied with its obligations to return or destroy all such Confidential Information.
6. CONFIDENTIAL INFORMATION
6.1 “Confidential Information” shall mean all documents, 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, the Services, trade secrets, data, 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.
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 the terms of this Agreement and to otherwise carry out its 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.
For greater certainty and without limitation, Your use of the Licensed Materials and Services other than as permitted by Section 1 (Grant of License) shall constitute a breach of this Section 6.2.
7. DISCLAIMER OF WARRANTIES
TO THE MAXIMIM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT SALESINTEL HAS MADE NO EXPRESS WARRANTIES REGARDING THE LICENSED MATERIALS OR SERVICES AND THAT THE SITE, SERVICES, AND LICENSED MATERIALS ARE PROVIDED TO YOU ON AN “AS IS” BASIS, WITHOUT ANY WARRANTY OF ANY KIND. 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 YOUR RESPONSIBILITY TO BACK UP ANY DATA OR CONTENT PROVIDED TO YOUR HEREUNDER. YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY, QUALITY, INTEGRITY, LEGALITY, RELIABILITY, SECURITY, MAINTENANCE AND STORAGE OF YOUR DATA AND CONTENT.
8. LIMITATION OF LIABILITY
TO THE MAXIMIM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SALESINTEL 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. IN NO EVENT SHALL SALESINTEL’S TOTAL LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED THE FEES PAID BY YOU FOR THE LICENSED MATERIALS AND THE SERVICES WITHIN THE IMMEDIATELY PRECEDING TWELEVE (12) MONTHS.
You agree to indemnify and hold SalesIntel Research Inc, its licensors, agents, officers, and affiliates harmless from any and all costs, losses, liabilities and expenses arising out of or related to Your breach of this Agreement or Your use of the Site, Services, and Licensed Materials.
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.
10.1 You shall provide an email address for notices under this Agreement. All notices or other communications permitted or required to be given hereunder shall be sent by electronic mail to the email address provided by the other Party for such purpose and shall be deemed provided when sent. In the event that You fail to or do not provide an email address for notices, SalesIntel Research Inc may provide notices hereunder by any means reasonably calculated to provide You with actual notice thereof.
10.2 This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to conflict of laws principles. Client agrees and consents to the exclusive jurisdiction of the courts of the Commonwealth of Virginia for all disputes or actions arising out of this Agreement. Client further agrees and consents that venue of any action brought hereunder shall be exclusively in Fairfax County and hereby waives all objections for lack of personal jurisdiction and forum non conveniens.
10.3 You may not assign this Agreement without express written consent from SalesIntel Research Inc. No rights or duties under this Agreement may be assigned or delegated, except as provided for in this Section 10.3, without the prior written consent of the other Party, not to be unreasonably withheld. Any assignment or delegation in contravention of this section shall be deemed void, except that SalesIntel Research Inc may assign this Agreement to a successor-in-interest pursuant to an assignment, merger, or sale of a majority interest in the voting equity of SalesIntel Research Inc or a sale of all or substantially all of its assets or business without consent.
10.4 You acknowledge that the unauthorized disclosure of SalesIntel Research Inc Confidential Information or Licensed Materials may cause irreparable harm to SalesIntel Research Inc for which there is no adequate remedy at law and that SalesIntel Research Inc shall be entitled to seek equitable and injunctive relief to prevent further disclosure, in addition to monetary damages and any other such relief as a court may determine appropriate. Unless expressly stated herein, no remedy of SalesIntel Research Inc is intended to be, nor shall be construed as, an exclusive remedy and SalesIntel Research Inc 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.
10.6 Any modification to this Agreement shall only be valid by a written amendment signed by both Parties hereto. All other modifications or attempted modifications shall be deemed void.
10.7 Neither SalesIntel Research Inc nor any of its 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, 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.