using the Services, you agree to be bound by this agreement. The List
may revise this Agreement at any time by updating this posting. You
agree to review this Agreement periodically so that you are aware of any
such modifications, at which time you may either agree to such changes
or discontinue the further use of the Services. Your continued use of the
Services after The List posts such changes will constitute your agreement
to the amended Agreement.
1.1. Services: Business consulting and marketing services, including
providing Sales Intelligence.
1.2. Sales Intelligence: Insights on people and companies provided to
You by The List in connection with the Services.
1.3. Initial Term: The Initial Term of this Agreement will be set out in the
1.4. Authorized Users: Officers or employees who may access or use the
Services or Sales Intelligence who are registered with The List.
1.5. Services Fee: The annual fee You will pay to The List for the Services
as set out in the Purchase Order.
2.1. The List will provide you with the Services during the Term of and
on the terms and conditions set forth in this Agreement.
3.1. You may use the Services only for your internal business
requirements and performing administration functions related to
those business requirements.
3.2. You will not allow any third parties to use the Services.
3.3. Only Authorized Users may receive and use the Services.
Authorized Users may not share any passwords or other information
necessary to receive the Services with anyone.
3.4. You may add or remove Authorized Users at any time by speaking
with your Account Manager at The List, or at The List’s website.
3.5. If The List determines that you have exceeded the maximum number
of Authorized Users as set forth on the Purchase Order, you will
have two days to add the appropriate number of additional
3.6. You are responsible for any and all activity by your Authorized
Users regarding their access to and use of the Services.
3.7. The amount of Sales Intelligence Authorized Users may access is
determined by the Purchase Order or displayed within the Service.
4. Protection of Sales Intelligence
4.1. Any Sales Intelligence you receive is the property of The List and
constitutes valuable trade secrets. You acknowledge that The List
derives value from the Sales Intelligence not being generally known.
4.2. You may view or print Sales Intelligence only for your own internal
purposes. Your Authorized Users may not distribute Sales
Intelligence to anyone other than Your officers, employees or agents.
Authorized Users may not post any Sales Intelligence to any news
groups, mailing lists, bulletin boards, websites, or business or social
networking services. You will inform all of your Authorized Users of
4.3. The Sales Intelligence comprises: (i) works of original authorship,
including compiled information containing The List’s selection,
arrangement and coordination and expression of such Sales
Intelligence or pre-existing material it has created, gathered or
assembled; (ii) trade secret and other confidential information,
including information that derives value or potential value from not
being readily known or available; and (iii) information that has been
created, developed and maintained by The List at great expense,
such that misappropriation or unauthorized use by others for
commercial gain would unfairly and/or irreparably harm The List or
reduce The List’s incentive to create, develop and maintain the Sales
Intelligence and provide the Services. You will not commit or permit
any act or omission that would contest or impair The List’s
proprietary and intellectual property rights in the Sales Intelligence,
that would cause the Sales Intelligence to become generally known,
or that would cause the Sales Intelligence or The List to infringe the
proprietary or intellectual property rights of a third party.
4.4. You may distribute Sales Intelligence within Your company solely
for your own exclusive, confidential and internal use during the
term of the Agreement. You will comply with all applicable Federal
and state laws, including without limitation those laws concerning
fax broadcasts, email transmissions (in particular the CAN-SPAM
Act and Canada’s Anti-Spam Law, including the creation and proper
use of house email suppression lists), and direct marketing. You are
specifically prohibited from: (a) sending commercial electronic
messages without the recipient’s consent (permission), including
messages to email addresses and social networking accounts, and
text messages sent to a cell phone where applicable (b) using or
permitting the use of Sales Intelligence to prepare an original
database or to compare The List’s Services with comparable services
provided by others; (c) using or permitting the use of Sales
Intelligence for the purpose of compiling, enhancing, verifying,
supplementing, adding to, or deleting from any mailing list, business
directory, or other compilation of information that is sold, rented,
published or furnished in any manner to a third party; or (d) using
or permitting the use of Sales Intelligence in connection with any
individual credit, employment or insurance applications.
4.5. You may not use any automated processes to access the Services,
such as spiders, bots or scrapers.
4.6. The List may monitor Your Authorized Users to ensure compliance
with this Agreement’s terms and conditions. If You or your
Authorized Users violate or threaten to violate any provision
contained in this Section, such violation or threatened violation will
cause irreparable injury to The List and the remedy at law for any
such violation or threatened violation may be inadequate. In the
event of such violation or breach, The List will be entitled to an
immediate injunction against further improper use or distribution of
the Sales Intelligence, in addition to all other rights and remedies
available to it, including, without limitation, recovery of damages.
5.1. You will pay the annual Services Fee for each Authorized User
agreed upon by You and The List. Following the Initial Term, The
List may change the Services Fees by notifying You of the change in
writing at least thirty (30) days in advance.
5.2. Annual Services Fees are not refundable except as expressly
provided for in this Agreement.
6. Term and Termination
6.1. The initial term of this Agreement is for twelve (12) months, unless
stated otherwise in the Purchase Order.
6.2. This Agreement will automatically renew for subsequent twelve (12)
month terms unless the Services are terminated.
6.3. Either Party may terminate this Agreement without cause on thirty
(30) days written notice to the other Party.
6.4. The List may terminate this Agreement immediately, without further
notice, for a violation of any provision of Sections 4 of this
6.5. Either Party may terminate this Agreement on written notice of a
material breach of any of the breaching Party’s obligations,
restrictions, representations or warranties, provided, however, that
the breaching Party shall have thirty (30) days from receipt of the
notice to cure the breach.
6.6. Upon termination of this Services Agreement for any reason, You
will immediately destroy any documents or electronically stored
information containing Sales Intelligence, and will provide The List
with documentation of such destruction upon request.
6.7. Upon termination of this Agreement for any reason, Your obligation
to pay any future subscription fees is terminated. However, You will
not be entitled to a refund of any subscription fees already paid to
The List except as may be expressly provided herein.
7.1. The List may assign or transfer its rights and obligations under this
Agreement at any time and without prior notice to You.
7.2. You may not transfer your rights under this Agreement to any third
party. If You are merged, consolidated or sold, or if You sell or
transfer all or substantially all of Your assets relating to the use of the
Services, You may transfer Your rights and obligations under this
Agreement to the surviving or buying entity only on prior written
consent of The List, and the successor must assume the terms and
conditions of this Agreement in a manner acceptable to The List.
8. Representations and Warranties
8.1. The List represents and warrants that: (i) it has the right and
authority to grant this license and to provide the Services, (ii) the
Services do not contain any time bomb, Trojan horse, virus or other
harmful or disabling code, (iii) use of the Services and Sales
Intelligence as permitted by this Agreement will not violate any
third party’s intellectual property or proprietary rights, (iv) the
Services shall be available at substantially all times and (v) the
Services comply with all applicable laws, rules and regulations, plus
the terms and conditions of third parties to which it is subject.
8.2. The List does not represent and warrant that the Sales Intelligence is
entirely accurate or that it does not contain omissions or
8.3. The List may provide links to third party web sites and references to
products and services offered by third parties. These are provided
for convenience only and do not constitute an endorsement or
approval by The List of the organizations that operate such web sites
or provide such goods or services or the goods and services
provided. Because The List has no control or responsibility over web
sites or services maintained or provided by other organizations, or
for products and services offered by third parties, The List is not
liable for Your use of any of the foregoing.
8.4. The List does not warrant that access to the Services shall be
uninterrupted or error free or that it shall meet Your needs. You are
solely responsible for the accuracy and integrity of Your own
instrumentation, reports, documentation and security.
8.5. The availability of the Services may depend on third parties. The
List is not responsible if any such third party is unavailable or
unable to fulfill its function to The List, and such unavailability does
not constitute a breach of this agreement by The List. The List will
take reasonable steps to restore the Services in any such event.
8.6. If The List breaches any of its representations or warranties, Your
exclusive remedy, and The List’s sole obligation, is to send you a pro
rata refund of any unused portion of Your annual Services Fee.
8.7. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, NO
WARRANTY OR ASSURANCE, EXPRESS, IMPLIED, OR
STATUTORY, IS GIVEN BY THE LIST WITH RESPECT TO THE
SERVICES, SALES INTELLIGENCE, OR ANY OTHER MATTER,
INCLUDING, WITHOUT LIMITATION (AND THE LIST
SPECIFICALLY DISCLAIMS) ALL WARRANTIES OF TITLE,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR
8.8. THE LIST, AND ITS AFFILIATES, AGENTS AND LICENSORS
CANNOT AND DO NOT WARRANT THE ACCURACY,
COMPLETENESS, CURRENTNESS, NONINFRINGEMENT,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR
PURPOSE OF THE SERVICES OR SALES INTELLIGENCE.
9. Limitations of Liability and Indemnification
9.1. IN NO EVENT SHALL THE LIST BE LIABLE TO YOU,
WHETHER IN CONTRACT OR IN TORT OR UNDER ANY
OTHER LEGAL THEORY (INCLUDING, WITHOUT
LIMITATION, STRICT LIABILITY AND NEGLIGENCE) FOR
LOST PROFITS OR REVENUES, LOSS OR INTERRUPTION OF
USE, LOST OR DAMAGED DATA, REPORTS,
DOCUMENTATION OR SECURITY, OR SIMILAR ECONOMIC
LOSS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL OR SIMILAR DAMAGES, ARISING OUT OF
OR IN CONNECTION WITH THE PERFORMANCE OR NONPERFORMANCE
OF THIS AGREEMENT, OR FOR ANY CLAIM
MADE AGAINST YOU BY ANY OTHER PARTY, EVEN IF THE
LIST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
9.2. NEITHER THE LIST NOR ANY OF ITS AFFILIATES, AGENTS
OR LICENSORS SHALL BE LIABLE TO YOU OR ANY OTHER
THIRD PARTY FOR ANY LOSS OR INJURY CAUSED IN
WHOLE OR IN PART BY ITS NEGLIGENCE OR
CONTINGENCIES BEYOND ITS CONTROL IN PROCURING,
COMPILING, INTERPRETING, REPORTING OR DELIVERING
9.3. IN NO EVENT WILL THE LIST, ITS AFFILIATES, AGENTS OR
LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR
ANY DECISION MADE OR ACTION TAKEN BY YOU AND/OR
ANY THIRD PARTY IN RELIANCE ON THE SERVICES OR
SALES INTELLIGENCE, OR FOR ANY LOST PROFITS,
CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES, EVEN
IF ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.
9.4. THE LIABILITY OF THE LIST, ITS AFFILIATES, AGENTS AND
LICENSORS, IF ANY, ARISING OUT OF ANY LEGAL CLAIM
(WHETHER IN CONTRACT, TORT OR OTHERWISE) IN ANY
WAY CONNECTED WITH THE SERVICES OR SALES
INTELLIGENCE PROVIDED BY THE LIST SHALL NOT
EXCEED THE AMOUNT YOU PAID TO THE LIST FOR THE
SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE ACT
THAT GAVE RISE TO THE LIABILITY. YOU MUST BRING
ANY SUCH CLAIMS WITHIN 12 MONTHS OF THE FIRST TO
OCCUR OF (A) THE TERMINATION OR EXPIRATION OF THIS
AGREEMENT, OR (B) THE FIRST OCCURRENCE GIVING RISE
TO SUCH CLAIMS.
9.5. YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD
HARMLESS THE LIST, ITS OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, SUPPLIERS, AND ANY THIRD PARTY
INFORMATION PROVIDERS FROM AND AGAINST ALL
CLAIMS, LOSSES, EXPENSES, DAMAGES AND COSTS,
INCLUDING ATTORNEY’S FEES, ARISING FROM, RELATING
TO, OR CONNECTED WITH ANY ALLEGED BREACH OF
THESE TERMS BY YOU.
9.6. THE LIST AGREES TO DEFEND, INDEMNIFY AND HOLD YOU
AND YOUR PARENT, SUBSIDIARIES, OFFICERS, AND
EMPLOYEES HARMLESS FROM AND AGAINST ANY AND
ALL DAMAGES, LOSSES, CLAIMS, ACTIONS, COSTS,
LIABILITIES AND EXPENSES (INCLUDING REASONABLE
ATTORNEYS’ FEES) RESULTING FROM ANY THIRD PARTY
CLAIM THAT THE SERVICES OR SALES INTELLIGENCE
PROVIDED BY THE LIST IS THEIR TRADE SECRET(S),
INFRINGES THEIR INTELLECTUAL PROPERTY RIGHTS, OR
WAS COLLECTED OR DISTRIBUTED BY THE LIST IN
VIOLATION OF ANY APPLICABLE LAW OR CONTRACT, AND
THE LIMITATIONS OF LIABILITY SET FORTH ABOVE SHALL
NOT APPLY TO DAMAGES ARISING FROM ANY SUCH
10.1 The List may change the terms of this Agreement at any time by
notifying you of the change in writing or electronically. The changes
also will appear in this document, which you can access at any time
via The List’s website. You agree to be bound to such changes by
using the Services after changes are made to this Agreement.
10.2 Force Majeure. Neither party shall be responsible for failures or
interruptions of communications facilities or equipment of third
parties, electricity shortages, blackouts, or power failures, labor
strikes or slowdowns, shortages of resources or materials, natural
disasters, world events, acts of terrorism, delay or disruption of
shipment or delivery, trespass or interference of third parties, or
similar events or circumstances outside its reasonable control.
10.3 Services communication. As part of providing You the Services, we
may need to provide you with certain communications, such as
service announcements and administrative messages. These
communications are considered part of the Services, which you may
not be able to opt-out from receiving.
If any provision of this License Agreement is invalid under applicable law,
the remaining provisions will continue in full force and effect.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Georgia excluding its principles of
conflicts of law. You consent to the jurisdiction of the applicable state and
federal courts in Georgia for any legal action arising out of an alleged
breach of this Agreement.
If one Party obtains a judgment against the other Party in a legal action for
breach of this Agreement, the breaching Party will pay all costs and
expenses, including reasonable attorneys’ fees that the prevailing Party
This Agreement constitutes the entire agreement between the parties, and
may not be amended except in writing and signed by both parties hereto.