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1. legal
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ZOOMINFO LICENSE TERMS & CONDITIONS
ZOOMINFO AND LICENSEE AGREE THAT THESE ZOOMINFO LICENSE TERMS AND CONDITIONS
(“THE TERMS”) SHALL GOVERN THE RELATIONSHIP BETWEEN THE PARTIES AS TO ANY
ZOOMINFO PRODUCTS OR SERVICES PROVIDED OR TO BE PROVIDED TO LICENSEE AS SET
FORTH IN A DOCUMENT INCORPORATING THESE TERMS (AN “ORDERING DOCUMENT”). AS TO
ANY PARTICULAR ORDERING DOCUMENT, THE ORDERING DOCUMENT, THE SERVICES
DEFINITIONS AND SERVICE-SPECIFIC TERMS AND CONDITIONS, AND THESE TERMS TOGETHER
CONSTITUTE THE AGREEMENT OF THE PARTIES AND ARE REFERRED TO COLLECTIVELY HEREIN
AS THE “AGREEMENT”. IN THE EVENT OF ANY CONFLICT BETWEEN THE ORDERING DOCUMENT
AND THESE TERMS, THESE TERMS SHALL PREVAIL UNLESS THE ORDERING DOCUMENT
EXPRESSLY PROVIDES THAT IT IS MODIFYING THESE TERMS WITH RESPECT TO SUCH
AGREEMENT.
Licensee and ZoomInfo agree as follows:
“ZoomInfo” has the meaning set forth in Section 13.11 below.
“Licensee” means the party to whom ZoomInfo is to provide products or services
pursuant to the Ordering Document (whether identified as “licensee”, “customer”,
“client” or similar designation in the Ordering Document). If “Licensee”
includes more than one legal person, the obligations imposed upon each shall be
joint and several. The act of, notice from or to, or signature of any one or
more of the persons included within “Licensee” shall be binding on all such
persons with respect to all rights and obligations under this Agreement,
including but not limited to any renewal, extension, termination, or
modification of this Agreement.
1. SUBSCRIBED SERVICES, GRANT OF LICENSE
1.1 ZoomInfo, directly or through an affiliate, agrees to provide to Licensee
the products and/or services set forth in the Ordering Document (the
“Services”). The Services may include information (the “Licensed Materials”),
access to and/or use of software or other technology (the “ZoomInfo
Technology”), or other services including premium support. Specific Services may
be defined by and are subject to the Services Definitions and Service-Specific
Terms and Conditions included with the Ordering Document. ZoomInfo will make the
Services available to the Licensee via password-protected online access
accessible by Licensee with usernames and passwords, via an application
programmer interface (“API”), or as otherwise mutually agreed by the parties.
Subject to the terms and conditions herein, ZoomInfo grants to Licensee a
non-exclusive, non-transferrable license to access and use the Services in
accordance with this Agreement and during the Term of this Agreement.
1.2 The Services will be provided as they exist and are updated and amended
throughout the Term. Information provided as part of any Licensed Materials may
be updated on an ongoing basis and provided according to the criteria used to
define the scope of the subscribed Services. Licensee understands and
acknowledges that the contents of Licensed Materials will change over time as
the data is updated, and that at any given time it has a right to access and use
the data to which it is subscribed as it exists at that time. Certain portions
of the Services may be provided by ZoomInfo’s third party licensors, and
ZoomInfo’s ability to provide such information may be subject to the willingness
of such licensors to continue to contract with ZoomInfo. Features and functions
of the ZoomInfo Technology are provided “as is” and as they may be modified,
supplemented, or removed from time to time in ZoomInfo’s sole discretion.
ZoomInfo shall have no liability to Licensee for any modification to any
Service, provided that the product or service provided substantially conforms to
the description in the Ordering Document.
1.3 Ownership. Licensee acknowledges and agrees that, as between Licensee and
ZoomInfo, the Licensed Materials, the ZoomInfo Technology, and any related
documentation (including, without limitation, the content, layout, functions,
design, appearance, trademarks, service marks, copyrights, patents, and other
intellectual property comprising the Licensed Materials or ZoomInfo Technology)
are the property of ZoomInfo, whether or not they are trademarked, copyrighted,
or patented. Licensee acknowledges and agrees that this Agreement does not
transfer any ownership, right, title, or interest in the Licensed Materials or
ZoomInfo Technology, nor any part thereof, except the limited license provided
hereunder, and Licensee expressly disclaims and waives any and all claims to any
ownership interest in any such information or materials. This includes, without
limitation, any Licensed Materials that Licensee downloads, prints, saves, or
incorporates into other materials. Licensee further acknowledges and agrees that
the Licensed Materials, in whole or in part, are unique, special, and valuable.
Subject to the limited rights expressly granted hereunder, ZoomInfo, its
affiliates and/or its licensors reserve all right, title, and interest in and to
the Licensed Materials and ZoomInfo Technology, including all related
intellectual property rights. No rights are granted to Licensee hereunder other
than as expressly set forth herein. All other trademarks, registered trademarks,
product names, and company names or logos mentioned in or on the ZoomInfo
Technology are the property of their respective owners. Reference to any
products, services, processes, or other information, by trade name, trademark,
manufacturer, supplier, or otherwise does not constitute or imply endorsement,
sponsorship, or recommendation thereof by ZoomInfo nor any endorsement,
sponsorship, or recommendation of ZoomInfo by any such person or entity.
1.4 Third Party Applications. “Third Party Applications” means computer software
programs and other technology that are provided or made available to Licensee or
Authorized Users by third parties, including those with which the ZoomInfo
Technology may interoperate, including, for example, Licensee’s CRM, marketing
automation software, or sales enablement software, if any. ZoomInfo may make
available certain “Integration Tools”, which consist of ZoomInfo Technology
designed to allow Licensee to use ZoomInfo Technology and the Licensed Materials
in such a way as to interoperate with one or more Third Party Applications.
ZoomInfo is not responsible for and does not endorse any Third Party
Applications or websites linked to by ZoomInfo Technology. Licensee shall not
integrate Licensed Materials into any Third Party Applications for the purpose
of allowing persons who are not Authorized Users (defined below) to access or
use the Licensed Materials.
1.5 Availability, Quality Guarantee. ZoomInfo guarantees that the ZoomInfo
Technology will be available at least 99.9% of the time in a given calendar
month. In the event that system availability falls below the availability
guarantee, Licensee may provide notice to ZoomInfo, and if availability again
falls below guaranteed levels within 3 months of such notice, Licensee may
terminate this Agreement upon notice to ZoomInfo and shall be entitled to a
prorated refund of any prepaid Subscription Fees applicable to periods after the
date of such termination. Planned outages for system maintenance, outages caused
by factors outside of ZoomInfo’s reasonable control, and intermittent outages
for a period of less than five minutes shall be excluded from the foregoing
uptime calculation. A “Licensed Materials Contact” means a record regarding a
natural person, consisting of at a minimum such person’s name and company
affiliation, viewable in ZoomInfo’s database and made available to Licensee as
part of any of the Services. If at any time during the Term more than 5% of the
Licensed Materials Contacts are not employed by (or similarly affiliated with)
the specified company, then upon notice from the Licensee, ZoomInfo shall have
30 days to correct the Licensed Materials in order to make them at least 95%
accurate. If ZoomInfo is unable to achieve 95% accuracy within 30 days, upon
notice to ZoomInfo, Licensee may terminate the Agreement and shall be entitled
to a prorated refund of any prepaid Subscription Fees applicable to periods
after the date of the first notice under this paragraph.
1.6 Support. ZoomInfo will provide reasonable assistance and ongoing support to
assist Licensee and Authorized Users in accessing the Licensed Materials.
ZoomInfo will make its personnel available by email, online chat, or phone for
feedback, problem solving, or general questions between the hours of 5:00 a.m.
and 5:00 p.m. Pacific Time (Monday – Friday) and will make reasonable efforts to
acknowledge support requests within 24 business hours. Premium support services
are subject to any service-specific terms and conditions included with the
Ordering Document.
2. AUTHORIZED USE OF LICENSED MATERIALS AND ZOOMINFO TECHNOLOGY, RESTRICTIONS
2.1 Authorized Users. Licensee shall be entitled to designate persons as users
of the Services (“Authorized Users”) up to the number of Authorized Users
subscribed as stated in the Ordering Document. Each Authorized User will be
provided a unique username and password. Such usernames and passwords may not be
shared and may not under any circumstances be used by anyone who is not an
Authorized User. If any Authorized User’s login credentials are disclosed to any
person who is not an Authorized User but who would satisfy the qualification
requirements of Section 2.2 hereof, such disclosure shall constitute Licensee’s
subscription as of the time of such disclosure to the number of additional
Authorized Users equal to the number of persons to whom such credentials were
disclosed. If Licensee designates additional persons as Authorized Users beyond
the number subscribed, such designation may be deemed by ZoomInfo as Licensee’s
subscription to such additional number of Authorized Users. In the event of such
subscription, ZoomInfo may charge Licensee a corresponding additional
Subscription Fee equal to the prevailing per-Authorized User rate multiplied by
the period from the date of designation until the end of the then-current Term.
Licensee shall be responsible for compliance with the terms of this Agreement by
all Authorized Users, including, without limitation, the restrictions on use and
transfer of Licensed Materials set forth herein. Licensee acknowledges and
agrees that Authorized Users must provide ZoomInfo with certain identifying
information, including their name and a business email address, and that
Authorized Users may be required to accept an end-user license agreement
agreeing to ZoomInfo’s privacy policy and representing that they are authorized
to access the Services on Licensee’s behalf.
2.2 Qualification of Authorized Users. Licensee shall not designate any person
as an Authorized User unless such person is: (a) a natural person and (b) an
employee of Licensee. Licensee may designate a non-employee (i.e., an
independent contractor) as an Authorized User only with ZoomInfo’s prior
permission and provided Licensee takes reasonable steps to ensure such
non-employee uses the Services only as permitted under this Agreement. If the
employment of any Authorized User that was in effect as of the date such person
was designated as an Authorized User terminates, such person’s authorization to
access the Services shall be revoked automatically without any further action by
ZoomInfo. In the event of a termination as described in the previous sentence,
Licensee shall promptly notify ZoomInfo and take all reasonable steps to ensure
that such person ceases accessing the Services. Licensee may reassign Authorized
User designations in good faith, subject to the foregoing qualification
requirements.
2.3 Authorized Uses, Restrictions. Licensee shall not access or use the Services
for any purpose except the business-to-business sales, marketing, recruiting, or
business development activities of Licensee. Licensee shall not access or use
the Licensed Materials for the benefit of or on behalf of any person or entity
except Licensee. Subject to Licensee’s compliance with all applicable laws,
rules, and regulations, Licensee may use the Services to: (a) view the Licensed
Materials; (b) communicate with any Licensed Materials Contact in a manner that
relates to such person’s profession, business, or employment; and (c) identify
prospective sales opportunities, research Licensee’s existing customers and
prospects, and otherwise analyze the Licensed Materials in a manner relating to
Licensee’s business-to-business sales, marketing, recruiting, and business
development activities. Licensee shall not permit anyone who is not an
Authorized User to access or use the Services, including any Licensed Materials
or any Authorized User login credentials. Licensee shall not distribute,
sublicense, transfer, sell, offer for sale, disclose, or make available any of
the Licensed Materials or any part of the Services to any third party. Except
through services provided by ZoomInfo or its affiliates or as expressly
permitted by ZoomInfo, Licensee shall not: (x) use the Licensed Materials to
create audience segmentation for or otherwise place digital ads or ads in
digital media (also known as onboarding or digital activation); or (y) utilize
or incorporate any ZoomInfo API credentials into any Third Party Applications or
use API access to create or develop audience segmentation outside of services
provided by ZoomInfo. Licensee shall not incorporate any portion of the Services
or Licensed Materials into Licensee’s own products or services. Licensee is
solely responsible for any communications between Licensee or any Authorized
User and any Licensed Materials Contact. Licensee shall not use the Services to
determine a consumer’s eligibility for (a) credit or insurance for personal,
family or household purposes, (b) employment or (c) a government license or
benefit or (d) any other purpose governed by the Fair Credit Reporting Act.
2.4 Permitted Use of ZoomInfo Technology, Restrictions. Licensee is permitted to
use the ZoomInfo Technology solely for the purpose of accessing and using the
Licensed Materials as permitted by this Agreement. Licensee will not (a) reverse
assemble, reverse engineer, decompile, or otherwise attempt to derive source
code from any of the ZoomInfo Technology; (b) reproduce, modify, create, or
prepare derivative works of any of the ZoomInfo Technology or related
documentation; (c) distribute or display any of the ZoomInfo Technology or
related documentation other than to Authorized Users; (d) share, sell, rent, or
lease or otherwise distribute access to the ZoomInfo Technology, or use the
ZoomInfo Technology to operate any timesharing, service bureau, or similar
business; (e) create any security interest in the ZoomInfo Technology; (f)
alter, destroy, or otherwise remove any proprietary notices or labels on or
embedded within or on the ZoomInfo Technology or related documentation; (g)
disclose the results of any ZoomInfo Technology or program benchmark tests to
any third parties without ZoomInfo’s prior written consent; (h) employ any
measure intended to circumvent limitations to purchased credits or Authorized
Users; or (i) use automated means, such as bots or crawlers, to access any
ZoomInfo Technology or extract information therefrom (except such means as are
included within the ZoomInfo Technology, such as Integration Tools, or such
other means as are expressly approved in advance in writing by ZoomInfo).
Licensee may use ZoomInfo Technology only in accordance with this Agreement and
not for the benefit of any third party, except with ZoomInfo’s express prior
written permission.
2.5 Limitations on Use of the Services. Licensee shall use the Services in a
responsible and professional manner consistent with the intended and permissible
uses herein and consistent with standard industry practice. Licensee shall not
override or circumvent, or attempt to override or circumvent, any security
feature, control, or use limits of the ZoomInfo Technology. Licensee will not
use the Licensed Materials or ZoomInfo Technology for commercial purposes not
permitted under this Agreement and shall not designate any person as an
Authorized User if Licensee has reason to believe such person is likely to use
the Services on behalf of a third party or otherwise in violation of this
Agreement. ZoomInfo may use technological means to place reasonable use limits
to prohibit excessive use, including excessive downloads or screen views that
indicate a violation of this Agreement, such as sharing with third parties or
attempting to circumvent limitations to purchased credits (if applicable). If
Licensee’s access to the Services is limited under this paragraph, it may
request that the limit be removed, and ZoomInfo may remove or modify a
particular limitation if it determines in its sole and absolute discretion that
the proposed use by Licensee is in good faith and otherwise consistent with this
Agreement.
2.6 Licensee Data. Licensee is solely responsible for all data, graphics,
images, files, information, text, voice content, recordings, and other content
and materials that are collected, uploaded, posted, delivered, provided, or
otherwise transmitted or stored by Licensee in connection with Licensee’s use of
the Services (collectively, “Licensee Data”), and Licensee represents and
warrants that it has all rights and authority necessary to provide Licensee Data
to ZoomInfo without violation of any third party rights, including without
limitation, any privacy rights, publicity rights, copyrights, trademarks,
contract rights, or any other intellectual property or proprietary rights.
Licensee shall be solely responsible for making any required notices (including
without limitation any privacy notices required by applicable local, state,
federal, and international laws and regulations) and for obtaining any required
consents sufficient to authorize ZoomInfo’s performance of its obligations and
exercise of its rights as set forth in this Agreement. Licensee shall not
transmit any medical information, financial data, or other sensitive data (as
defined in Applicable Privacy Laws) to ZoomInfo.
2.7 Unauthorized Access and Use. In the event ZoomInfo has a reasonable belief
that Licensee or any Authorized User is engaged in or facilitated any
unauthorized access or use of the Licensed Materials or ZoomInfo Technology in
violation of this Agreement, ZoomInfo, in its sole discretion, may immediately
suspend Licensee’s access to the Licensed Materials and/or ZoomInfo Technology
until such violation is resolved to ZoomInfo’s reasonable satisfaction. ZoomInfo
will have no liability to Licensee for such period of suspension and a
suspension shall have no effect on the Term of this Agreement nor on Licensee’s
obligation to pay the Subscription Fee.
3. TERM AND TERMINATION
3.1 Term. The Initial Term of the Agreement is that which is set forth in the
Ordering Document (together with any period of extension under Section 3.2
hereof, the “Term”). The Agreement is not cancellable and shall remain in effect
until it expires or is earlier terminated according to its terms.
3.2 Automatic Extension of the Term. On the date that is 60 days prior to the
last day of the Term (the “Extension Date”), the Term will automatically extend
for a period equal to the length of the Initial Term or one year, whichever is
longer, unless either party, on or before the Extension Date, notifies the other
in writing that the Term shall not so extend. In the event that the Term is
extended under this paragraph: (a) Licensee shall remain subscribed during such
period of extension to the Services to which it was subscribed as of the
Extension Date, and (b) the Subscription Fees to be paid to ZoomInfo for such
Services during such period of extension shall be equal to the annualized amount
of the Subscription Fee applicable to all Services to which Licensee was
subscribed as of the Extension Date, plus 10% of such fee, plus any applied
discount, multiplied by the length of the term in years. Subscription Fees for
the period of extension hereunder shall be due upon extension of the Term and
shall be payable as invoiced. ZoomInfo will invoice Subscription Fees for any
period of extension on an annual basis or in a manner substantially consistent
with the payment schedule that applied to the Agreement as of the Extension
Date, in ZoomInfo’s discretion.
3.3 Termination. Either party may terminate this Agreement immediately, without
further obligation to the other party, in the event of a material breach of this
Agreement by the other party that is not remedied within twenty-one (21) days
after the breaching party’s receipt of written notice of such breach. The
parties may terminate this Agreement at any time upon their mutual agreement.
3.4 Effect of Termination.
3.4.1 Expiration or Termination for any Reason. Upon expiration or termination
of the Agreement for any reason: (a) Licensee may continue to use Licensed
Materials obtained during the Term subject to the terms of this Agreement; (b)
Licensee shall immediately cease accessing or using ZoomInfo Technology; and (c)
Licensee acknowledges and agrees that its access to the Services may be
automatically terminated, all passwords and individual accounts removed, and all
information that has been uploaded into ZoomInfo’s systems by Licensee
destroyed.
3.4.2 Termination by ZoomInfo. If this Agreement is terminated by ZoomInfo due
to an uncured material breach by Licensee, all Subscription Fees payable to be
paid to ZoomInfo for the remainder of the then-current Term shall be immediately
due and payable to ZoomInfo, and Licensee shall promptly remit all such fees to
ZoomInfo.
3.4.3 Termination by Licensee. If this Agreement is terminated by Licensee due
to an uncured material breach by ZoomInfo, ZoomInfo shall promptly refund the
pro-rata amount of any pre-paid Subscription Fees attributable to periods after
the date of such termination.
4. FEES AND TAXES
4.1 Licensee shall pay all fees stated in the Ordering Document and any other
fees applicable to its subscription to Services as provided hereunder (the
“Subscription Fee”). All Subscription Fees are due upon execution of the
Ordering Document, or notice of a deemed subscription as provided herein, and
payable on the terms set forth therein. If no payment schedule is specified for
any Subscription Fees, the entire amount shall be payable within 30 days of
ZoomInfo’s transmission to Licensee of an appropriate invoice. All amounts
payable by Licensee under this Agreement will be paid to ZoomInfo without setoff
or counterclaim, and without any deduction or withholding. ZoomInfo’s acceptance
of partial payment or any payment of less than the full amount payable at any
given time shall not constitute a waiver or release of ZoomInfo’s right to
unpaid amounts.
4.2 If Licensee fails to timely make any payment of Subscription Fees, ZoomInfo
may, in its sole discretion, take any or all of the following actions: (a)
restrict or suspend Licensee’s access to the Licensed Materials until all
past-due payments are made, (b) terminate this Agreement, or (c) accelerate the
payment of Subscription Fees such that all unpaid Subscription Fees shall be
immediately payable. ZoomInfo shall have the right to charge interest at the
rate of 1.5% per month (or, if less, the highest rate permitted by law) on any
late payments. Restriction or suspension of Licensee’s online access to the
Licensed Materials during a period of non-payment shall have no effect on the
Term of this Agreement nor on Licensee’s obligation to pay the Subscription Fee.
4.3 Licensee is responsible for any applicable taxes, including, without
limitation, any sales, use, levies, duties, or any value added or similar taxes
payable with respect to Licensee’s subscription and assessable by any local,
state, provincial, federal, or foreign jurisdiction. Unless expressly specified
otherwise in the Ordering Document, all fees, rates, and estimates exclude sales
taxes. If ZoomInfo believes any such tax applies to Licensee’s subscription and
ZoomInfo has a duty to collect and remit such tax, the same may be set forth on
an invoice to Licensee unless Licensee provides ZoomInfo with a valid tax
exemption certificate, direct pay permit, or multi-state use certificate, and
shall be paid by Licensee immediately or as provided in such invoice. Licensee
shall indemnify, defend, and hold harmless ZoomInfo and its officers, directors,
employees, shareholders, agents, partners, successors, and permitted assigns
against any and all actual or threatened claims, actions, or proceedings of any
taxing authority arising from or related to the failure to pay taxes owed by
Licensee, except to the extent that any such claims, action, or proceeding is
directly caused by a failure of ZoomInfo to remit amounts collected for such
purpose from Licensee. ZoomInfo is solely responsible for taxes based upon
ZoomInfo’s net income, assets, payroll, property, and employees.
5. DATA PROTECTION AND CONFIDENTIALITY
5.1 Licensee acknowledges and agrees that ZoomInfo will operate in accordance
with its published Privacy Policy (available at zoomInfo.com/privacy-policy/ or
as ZoomInfo may otherwise indicate), which is incorporated herein by reference.
5.2 “Confidential Information” of a party means such party’s (or its
affiliate’s): inventions, discoveries, improvements, and copyrightable material
not yet patented, published, or copyrighted; special processes and methods,
whether for production purposes or otherwise, and special apparatus and
equipment not generally available or known to the public; current engineering
research, development, design projects, research and development data, technical
specifications, plans, drawings and sketches; business information such as
product costs, vendor and customer lists, lists of approved components and
sources, price lists, production schedules, business plans, and sales and profit
or loss information not yet announced or not disclosed in any other way to the
public; and any other information or knowledge not generally available to the
public. “Confidential Information” does not include the Licensed Materials
(which are subject to other restrictions under this Agreement) nor otherwise
include business contact or firmographic information regarding third parties.
All business terms of this Agreement, including, but not limited to, pricing and
access, shall be considered Confidential Information of ZoomInfo.
5.3 Each party shall keep in confidence all Confidential Information of the
other party obtained prior to or during the Term of this Agreement and shall
protect the confidentiality of such information in a manner consistent with the
manner in which such party treats its own confidential material, but in no event
with less than reasonable care. Without the prior written consent of the other
party, a party shall not disclose or make available any portion of the other
party’s Confidential Information to any person, firm, association, or
corporation, or use such Confidential Information, directly or indirectly,
except for the performance of this Agreement. The foregoing restrictions shall
not apply to Confidential Information that: (a) was known to such party (as
evidenced by its written record) or was in the public domain prior to the time
obtained by such party; (b) was lawfully disclosed to such party by a third
party who did not receive it directly or indirectly from such party and who is
under no obligation of secrecy with respect to the Confidential Information; (c)
became generally available to the public, by publication or otherwise, through
no fault of such party or (d) was developed independently by the receiving party
as evidenced by written records without reference to the Confidential
Information of the other party. The parties shall take all necessary and
appropriate steps in order to ensure that its employees and subcontractors
adhere to the provisions of this section. All Confidential Information shall be
returned to the disclosing party or destroyed upon receipt by the receiving
party of a written request from the disclosing party. The receiving party may
disclose the disclosing party’s Confidential Information to the extent required
by law or legal process, provided, however, the receiving party will (unless
prohibited by law or legal process): (a) give the disclosing party prior written
notice of such disclosure to afford the disclosing party a reasonable
opportunity to appear, object, and obtain a protective order or other
appropriate relief regarding such disclosure; (b) use diligent efforts to limit
disclosure to that which is legally required; and (c) reasonably cooperate with
the disclosing party, at the disclosing party’s expense, in its efforts to
obtain a protective order or other legally available means of protection.
5.4 Personal Information. To the extent that either party transmits or receives
personal information under this Agreement, such party shall comply with all
applicable laws, rules, and regulations regarding privacy and the lawful
processing of personal information (collectively, “Applicable Privacy Laws”).
Each party shall have an obligation to immediately notify the other party if it
makes a determination that it can no longer meet compliance obligations under
applicable privacy or data protection laws. To the extent that personal data
obtained by Licensee under this Agreement is subject to the E.U. General Data
Protection Regulation (the “GDPR”) or the retained version of the GDPR
applicable in the UK (the “UK GDPR”, together with the GDPR the “UK/EU GDPR”),
each party agrees: (a) that it is a “controller” with respect to such data as
defined in the GDPR; (b) to comply with all applicable provisions; and (c) that
the Controller-to-Controller Data Processing Addendum is incorporated by
reference into these Terms in relation to such personal data. Notwithstanding
anything in this Agreement to the contrary, Licensee shall not use any
information subject to the UK/EU GDPR unless it is for a purpose that
constitutes a “legitimate interest” (including direct marketing) as defined in
the applicable UK/EU GDPR, or Licensee has another lawful basis to process such
information. Within the ZoomInfo Technology, ZoomInfo may publish a list of
persons who have requested that their personal information be removed from
ZoomInfo’s database. Licensee agrees to review such list on a regular basis (no
less frequently than once per month) and to remove from its possession any
Licensed Materials Contact records relating to such persons in its possession,
unless Licensee has established an independent lawful basis to process such
person’s personal information. To the extent that any Services may involve
ZoomInfo receiving personal data from Licensee that is subject to the UK/EU
GDPR, the Controller-to-Processor Data Processing Addendum is incorporated by
reference into these Terms and shall set out the status and responsibilities of
the parties in relation to such personal data.
5.5 Data Cleansing, Matching, and Related Requests. Licensee acknowledges that,
through the use of Integration Tools or otherwise, Licensee may have the
opportunity to transmit business contact information to ZoomInfo for purposes of
matching, cleansing, or updating records with information from ZoomInfo’s
database. In the event such information is transmitted to ZoomInfo, ZoomInfo
will make commercially reasonable efforts consistent with its research protocols
and priorities, to respond to match and clean and append requests by researching
and/or verifying business contact information so submitted and supplementing
ZoomInfo’s commercial database with information ZoomInfo is able to verify.
ZoomInfo may also use email deliverability data (such as email “bounce” data)
accessible through Licensee’s use of ZoomInfo Technology to improve ZoomInfo’s
database by, for example, eliminating invalid email addresses from the Licensed
Materials.
5.6 Related Information. ZoomInfo may access, collect, and use any information
from or relating to Licensee’s use of the Services (“Related Information”) for
customer and technical support, for regulatory and third party compliance
purposes, to protect and enforce ZoomInfo’s rights, to monitor compliance with
and investigate potential breaches of the terms of this Agreement, and to
recommend additional products or services to Licensee. ZoomInfo may share this
information with ZoomInfo’s partners or affiliates for the same purposes.
Licensee grants ZoomInfo and ZoomInfo affiliates the perpetual right to use
Related Information for purposes such as to test, develop, improve, and enhance
ZoomInfo’s products and services, and to create and own derivative works based
on Related Information, so long as neither Licensee, Authorized User nor any
other individual is identifiable as the source of such information.
6. REPRESENTATIONS AND WARRANTIES
6.1 Each party represents and warrants that: (a) it is duly organized and
validly existing and authorized to do business in the jurisdictions where it
operates; and (b) it has the requisite power and authority to enter this
Agreement and entering and complying with its obligations under this Agreement
does not violate any legal obligation by which such party is bound.
6.2 Licensee represents and warrants, and covenants that it will not, in
connection with this Agreement, including its use of or access to the Services,
engage in, encourage, or permit conduct that violates or would violate any
applicable law, rule, or regulation or any right of any third party.
6.3 ZoomInfo represents and warrants that it possesses all necessary authority
and permissions to provision Licensee with access to the Licensed Materials and
ZoomInfo Technology.
7. REMEDIES
7.1 Remedies not Exclusive. No remedy provided in this Agreement shall be deemed
exclusive of any other remedy that a party may have at law or in equity unless
it is expressly stated herein that such remedy is exclusive.
7.2 Provisional Remedies. Each party recognizes that the unauthorized disclosure
of Confidential Information or, as to Licensee, Licensed Materials, may cause
irreparable harm to the other party for which monetary damages may be
insufficient, and in the event of such disclosure, such other party shall be
entitled to seek an injunction, temporary restraining order, or other
provisional remedy as appropriate without being required to post bond or other
security.
7.3 Liquidated Damages. Licensee acknowledges that the Licensed Materials are
for its own use only, and that the disclosure to a third party of Licensed
Materials Contacts, or the use of Licensed Materials Contacts for the benefit of
or on behalf of any third party, will cause damage to ZoomInfo in an amount that
is difficult to quantify. In order to avoid the time and expense of quantifying
damages, if Licensee, negligently or intentionally, discloses Licensed Materials
Contacts to a third party, permits a third party to access any Licensed
Materials Contact records through use of login credentials to ZoomInfo
Technology issued to any Authorized User, or uses Licensed Materials Contacts
for the benefit of or on behalf of any third party, then ZoomInfo shall be
entitled to damages from Licensee in the liquidated amount equal to $2.00 per
Licensed Materials Contact record that is so disclosed, used, or made available
per third party recipient or beneficiary, as applicable.
8. ATTORNEY FEES, DISPUTE RESOLUTION, CLASS ACTION WAIVER
8.1 Attorney Fees. In the event of any dispute arising under this Agreement, the
prevailing party shall be entitled to recover its reasonable costs and expenses
actually incurred in endeavoring to enforce the terms of this Agreement,
including reasonable attorney fees.
8.2 Mandatory Arbitration. Except for Litigation Claims (defined below), any
dispute, claim, or controversy arising out of or relating to this Agreement,
including, without limitation (a) claims relating to the breach, termination,
enforcement, interpretation or validity thereof, (b) claims alleging tortious
conduct (including negligence) in connection with the negotiation, execution, or
performance thereof, or (c) the determination of the scope or applicability of
this Agreement to arbitrate, shall be settled by arbitration administered by
JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in
accordance with the Expedited Procedures in those Rules or pursuant to JAMS’
Streamlined Arbitration Rules and Procedures. The arbitration shall be heard by
a single arbitrator. The arbitration award shall be final and binding, and such
award may be entered in any court having jurisdiction. This section shall not
preclude parties from seeking provisional remedies in aid of arbitration from a
court of appropriate jurisdiction. The arbitrator shall have the power to award
any remedy provided under applicable law, except that the arbitrator shall have
no power to award: (a) punitive, exemplary, or multiple damages under any legal
theory, except in the event of a party’s or its agent’s gross negligence or
intentional misconduct; (b) mandatory or prohibitory injunctive relief, except
for temporary relief in aid of the arbitration or to secure the payment of an
award; or (c) any damages in excess of the limits set forth in this section or
Section 10 (Limitation of Liability) of this Agreement.
8.3 Class Action Waiver. No party shall commence or seek to prosecute or defend
any dispute, controversy, or claim based on any legal theory arising out of or
relating to this Agreement, or the breach thereof, other than on an individual,
non-class, non-collective action basis. No party shall seek to prosecute or
defend any dispute, controversy, or claim arising out of or relating to this
Agreement, or the breach thereof, in a representative or private attorney
general capacity. The arbitrator shall not have the power to consolidate any
arbitration under this Agreement with any other arbitration, absent agreement of
all parties involved, or otherwise to deal with any matter on a non-individual,
class, collective, representative, or private attorney general basis.
8.4 Litigation Claims. The following claims (“Litigation Claims”) shall be
litigated and not arbitrated: (a) claims against a party to this Agreement under
the provisions involving claims by third parties; (b) claims by a party for the
unauthorized use, or the misuse, by the other party of the first party’s
Confidential Information; (c) claims by ZoomInfo to collect Subscription Fees;
and (d) claims for mandatory or prohibitory injunctive relief, except for
temporary relief in aid of arbitration or to secure the payment of an
arbitration award under this Agreement. The Litigation Claims are not subject to
arbitration and are expressly excluded by the parties from arbitration unless
otherwise agreed in writing.
9. INDEMNIFICATION
9.1 Licensee agrees to indemnify, defend, and hold harmless ZoomInfo and its
officers, directors, employees, shareholders, agents, partners, successors, and
permitted assigns from and against any and all actual or threatened claims of
third parties arising out of or in connection with (a) Licensee’s access or use
of the Licensed Materials in violation of any law, (b) Licensee’s violation of
any provision of this Agreement, (c) Licensee’s sending of any information,
messages, or materials to any Licensed Materials Contact (including, but not
limited to, through e-mail, mail, or fax) in violation of any law or the rights
of any third party, or (d) the use of any Licensed Materials or ZoomInfo
Technology by any third party to whom Licensee has granted access (including
access obtained by such third party through use of the usernames and passwords
assigned to Licensee and its personnel).
9.2 ZoomInfo shall indemnify Licensee for any damages finally awarded by any
court of competent jurisdiction against Licensee in, or for amounts paid by
Licensee under a settlement approved by ZoomInfo in writing of, any legal
proceeding brought by a third party alleging that the Licensed Materials or
ZoomInfo Technology infringes upon or violates the intellectual property rights
of any such third party. The foregoing indemnification obligations do not apply
if (a) the allegation does not state with specificity that the Services are the
basis of the claim against Licensee; (b) a claim against Licensee arises from
the use or combination of the Services or any part thereof with software,
hardware, data, or processes not provided by ZoomInfo, if the Services or use
thereof would not infringe without such combination; or (c) a claim against
Licensee arises from Licensee’s breach of this Agreement.
9.3 As a condition to any right to indemnification under this Agreement, the
indemnified party must (a) promptly give the indemnifying party written notice
of the claim or proceeding, (b) give the indemnifying party sole control of the
defense and settlement of the claim or proceeding (except that the indemnifying
party may not settle any claim or proceeding unless it unconditionally releases
the indemnified party of all liability), and (c) give the indemnifying party all
reasonable assistance, at the indemnifying party’s expense. This section states
the indemnifying party’s sole liability to, and the indemnified party’s
exclusive remedy against, the other party for any claim or proceeding subject to
indemnification hereunder.
10. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR INSTANCES OF A
PARTY’S OR ITS AGENT’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, IN NO EVENT
WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY PUNITIVE, EXEMPLARY,
MULTIPLE, INDIRECT, CONSEQUENTIAL, SPECIAL, LOST BUSINESS, LOST OR CORRUPTED
DATA, OR LOST PROFITS DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT,
WHETHER FORESEEABLE OR UNFORESEEABLE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. LICENSEE’S SOLE AND EXCLUSIVE REMEDY FOR ANY UNCURED BREACH BY ZOOMINFO
OF ITS OBLIGATIONS UNDER THIS AGREEMENT IS TERMINATION BY WRITTEN NOTICE TO
ZOOMINFO, AND REFUND OF A PRORATED PORTION OF THE SUBSCRIPTION FEES THAT
LICENSEE HAS PAID. ZOOMINFO’S MAXIMUM LIABILITY TO LICENSEE SHALL BE THE AMOUNTS
ACTUALLY PAID TO ZOOMINFO BY LICENSEE UNDER THIS AGREEMENT IN THE TWELVE (12)
MONTHS PRECEDING THE EVENT GIVING RISE TO LICENSEE’S CAUSE OF ACTION. EXCEPTING
LIABILITY ARISING FROM LICENSEE’S OR ITS AGENT’S GROSS NEGLIGENCE OR INTENTIONAL
MISCONDUCT OR LICENSEE’S INDEMNIFICATION OBLIGATIONS HEREUNDER, LICENSEE’S
MAXIMUM LIABILITY TO ZOOMINFO HEREUNDER SHALL BE TWO TIMES (2X) THE AMOUNT OF
THE SUBSCRIPTION FEE.
11. DISCLAIMER OF WARRANTIES
EXCEPT FOR ANY EXPRESS REPRESENTATIONS AND WARRANTIES STATED HEREIN, THE
LICENSED MATERIALS, ZOOMINFO TECHNOLOGY, AND ANY OTHER SERVICES ARE PROVIDED “AS
IS” AND ON AN “AS AVAILABLE” BASIS, AND NEITHER PARTY MAKES ANY ADDITIONAL
REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT
OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER AND EACH
PARTY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. NEITHER
PARTY WILL HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON
BEHALF OF THE OTHER PARTY TO ANY THIRD PARTY.
ZOOMINFO DOES NOT REPRESENT, COVENANT, WARRANT, OR PROMISE THAT ANY OF THE
SERVICES MAY BE USED OR RELIED UPON BY LICENSEE OR ANY OTHER PARTY TO COMPLY
WITH ANY LAW, RULE, REGULATION, INDUSTRY STANDARD, OR POLICY, NOR THAT ANY OF
THE SERVICES WILL RENDER LICENSEE NOR ANY OTHER PARTY COMPLIANT WITH ANY LAW,
RULE, REGULATION, INDUSTRY STANDARD, OR POLICY, AND ZOOMINFO EXPRESSLY DISCLAIMS
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW ANY SUCH REPRESENTATION,
COVENANT, WARRANTY, OR PROMISE. IF AND TO THE EXTENT THAT LICENSEE USES ANY OF
THE SERVICES WITH THE INTENTION OF OR FOR THE PURPOSE OF COMPLYING WITH ANY LAW,
RULE, REGULATION, INDUSTRY STANDARD, OR POLICY, LICENSEE ACKNOWLEDGES AND AGREES
THAT SUCH SERVICES ARE, IN THAT REGARD, PROVIDED “AS IS”, AND LICENSEE ASSUMES
FULL RESPONSIBILITY FOR ITS COMPLIANCE. LICENSEE AGREES THAT ZOOMINFO SHALL HAVE
NO LIABILITY TO LICENSEE FOR LICENSEE’S USE OF OR RELIANCE ON ANY SERVICES FOR
SUCH PURPOSES. THIS PARAGRAPH IS NOT INTENDED TO DIMINISH, MODIFY, OR RELEASE
ANY EXPRESS REPRESENTATIONS AND WARRANTIES STATED HEREIN.
12. AUDIT
During the Term of this Agreement and for a period of two (2) years after its
expiration or termination, Licensee shall maintain complete and accurate records
of Licensee’s use of the Licensed Materials and ZoomInfo Technology sufficient
to verify compliance with this Agreement. Licensee shall permit ZoomInfo and its
auditors, upon reasonable advance notice and during normal business hours, to
examine such records and any systems used by Licensee in connection with the
Licensed Materials. The scope of any such audit will be limited to verification
of Licensee’s compliance with the terms of this Agreement. Any audit performed
under this paragraph shall be at ZoomInfo’s expense, unless the audit uncovers
material non-compliance with this Agreement, in which case, Licensee shall
reimburse ZoomInfo for its reasonable out-of-pocket expenses incurred in
performing such audit.
13. MISCELLANEOUS PROVISIONS
13.1 Marketing. Licensee hereby authorizes ZoomInfo to use Licensee’s name and
logo for its marketing efforts unless and until such authorization is revoked in
writing.
13.2 Assignment. Either party hereto may assign this Agreement to a
successor-in-interest pursuant to an acquisition of such party (whether by
merger, stock sale, or asset sale) without the other party’s consent, provided
however that (a) Licensee’s assignment hereof shall be effective only after
fourteen (14) days’ written notice to ZoomInfo, and (b) Licensee may not assign
this agreement to any competitor of ZoomInfo without ZoomInfo’s express written
consent. No rights or obligations under this Agreement may be assigned or
delegated except as provided in this section without the prior written consent
of the other party, and any assignment or delegation in violation of this
section shall be void.
13.3 Notices. Licensee 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 given when sent. Notices to
ZoomInfo shall be sent to legal@zoominfo.com. If Licensee fails to provide an
email address for notices, ZoomInfo may provide notices hereunder by any means
reasonably calculated to provide Licensee with actual notice thereof.
13.4 Currency. All monetary amounts specified in this Agreement are in United
States dollars unless otherwise expressly stated.
13.5 Suggestions and Feedback. ZoomInfo shall have a royalty-free, worldwide,
transferable, sub-licensable, irrevocable, perpetual license to use or
incorporate into the Services any suggestions, enhancement requests,
recommendations or other feedback provided by Licensee, including Authorized
Users, relating to the operation of the Services or Beta Services (defined
below) provided such information does not include any Licensee Confidential
Information.
13.6 Entire Agreement. This Agreement constitutes the entire Agreement of the
parties and supersedes all prior communications, understandings, and agreements
relating to the subject matter hereof, whether oral or written. Any un-expired
subscription set forth in any Ordering Document or agreement between the parties
for access to ZoomInfo Services shall be governed by the terms hereof.
13.7 Amendment. ZoomInfo 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 Licensee
informs ZoomInfo that it does not accept such amendments. In the event Licensee
informs ZoomInfo that it does not accept the proposed amendments, the proposed
amendments will not take effect and the existing terms will continue in full
force and effect. No other modification or claimed waiver of any provision of
this Agreement shall be valid except by written amendment signed by authorized
representatives of ZoomInfo and Licensee.
13.8 Force Majeure. Neither ZoomInfo nor any of its 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, earthquake, storms or other elements of nature, blockages, embargoes,
riots, acts or orders of government, acts of terrorism, or war.
13.9 Export Compliance. The Services and derivatives thereof may be subject to
export laws and regulations of the United States and other jurisdictions.
ZoomInfo and Licensee each represents that it is not on any U.S. government
denied-party list. Licensee will not permit any Authorized User to access or use
any Services in a U.S.-embargoed country or region or in violation of any U.S.
export law or regulation.
13.10 Unenforceability and Survival. If any provision of this Agreement is held
to be unenforceable, then that provision is to be construed either by modifying
it to the minimum extent necessary to make it enforceable (if permitted by law)
or disregarding it (if not permitted by law), and the rest of this Agreement is
to remain in effect as written. Any obligations and duties which by their nature
extend beyond the expiration or termination of this Agreement will survive the
expiration or termination of this Agreement.
13.11 ZoomInfo Contracting Entity, Governing Law, and Venue. The meaning of
ZoomInfo, the law governing this Agreement, and the jurisdiction in which
disputes shall be adjudicated are set forth in the table below, in each case
based on where the Licensee is domiciled.
If Licensee is domiciled in:The ZoomInfo entity entering this Agreement
is:Governing law is:Courts with exclusive jurisdiction are located
in:Arbitration Proceeding Location:The United Kingdom, Switzerland, or a country
in the European Economic Area “EEA”ZoomInfo UK Ltd., a United Kingdom limited
company.England and WalesLondon, EnglandLondon, England1
The United States of America or any other country (excluding the United Kingdom,
Switzerland, and EEA)ZoomInfo Technologies LLC, a Delaware limited liability
company.Washington, USAWashington, USA2Seattle, Washington, USA3
1 The parties hereby agree to exclude all rights to seek a determination by the
court of a preliminary point of law under section 45 of the Arbitration Act 1996
and all rights of appeal on a point of law from any arbitration award under
section 69 of the Arbitration Act 1996. A person who is not party to this
Agreement shall have no rights under the Contracts (Rights of Third Parties) Act
1999 or otherwise to enforce any term of this Agreement.
2 Each party irrevocably consents to the personal jurisdiction of the state and
federal courts located in the State of Washington for purposes of any lawsuit
seeking to enforce this Agreement, and agrees that the exclusive venue for any
litigation, action, suits, or proceeding arising out of or relating to this
Agreement shall lie in the County Court in and for Clark County, Washington, or,
if federal jurisdiction exists, in the United States District Court for the
Western District of Washington.
3 Any arbitration conducted in the United States pursuant to the terms of this
Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16).
13.12 Beta Services. From time to time, ZoomInfo may provide Licensee with
access to “alpha”, “beta” or other “early-stage” ZoomInfo services, products,
integrations, functionality, or features (collectively, “Beta Services“), which
are optional for Licensee to use. The Beta Services are not generally available
and may contain bugs, errors, defects, or harmful components. ZoomInfo does not
provide any indemnities, security commitments, service level commitments, or
warranties, express or implied, including warranties of merchantability, title,
non-infringement, and fitness for a particular purpose, in relation to the Beta
Services. ZoomInfo shall have no liability for any harm or damage arising out of
or in connection with the Beta Services. Any use by Licensee of Beta Services is
solely at Licensee’s own risk. Licensee or ZoomInfo may terminate Licensee’s
access to Beta Services at any time. Beta Services may be subject to additional
terms which may supplement, but not supersede this Agreement. Beta Services are
for evaluation purposes only and are not considered “Services” as defined in
this Agreement.
13.13 United States Government End-Users. The Services provided by ZoomInfo are
“commercial items” consisting in part of “commercial computer software” and
“computer software documentation”, as such terms are used in the Federal
Acquisition Regulation (“FAR”) and the Defense Federal Acquisition Regulation
Supplement (“DFARS”). In accordance with FAR 12.211 (Technical data) and FAR
12.212 (Computer software), and DFARS 227.7102 (Commercial items, components, or
processes) and DFARS 227.7202 (Commercial computer software and commercial
computer software documentation), as applicable, the rights of the United States
government to use, modify, reproduce, release, perform, display, or disclose
computer software, computer software documentation, and technical data furnished
in connection with the Services will be pursuant to the terms of this Agreement.
This United States government rights clause is in lieu of, and supersedes, any
other FAR, DFARS, or other clause or provision that addresses government rights
in computer software, computer software documentation, or technical data. If a
government agency needs additional rights, it must negotiate a mutually
acceptable written addendum to this Agreement specifically granting those
rights.
Version: March 6, 2024
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