SOURCESCRUB END USER LICENSE AGREEMENT (THE “USER AGREEMENT”), FEBRUARY 2019
THIS USER AGREEMENT IS BETWEEN LICENSEE (THE “LICENSEE”) AND SOURCESCRUB (“SOURCESCRUB”)(COLLECTIVELY, THE “PARTIES”). LICENSEE AS DEFINED IN THE AGREEMENT SHALL BE DEFINED AS THE COMPANY OR LEGAL ENTITY THAT HAS ACQUIRED A LICENSE (THE “LICENSE” AS DEFINED IN SECTION 2.2 OF THIS USER AGREEMENT AND ORDER FORM) TO USE THE SOURCESCRUB PLATFORM. YOU HEREBY REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE LICENSEE TO THE TERMS AND CONDITIONS SET FORTH HEREIN.
YOU HEREBY ACCEPT THE TERMS OF THIS END USER LICENSE AGREEMENT (THE “USER AGREEMENT”) BY EXECUTING THE ORDER FORM (THE “ORDER FORM”). THE USER AGREEMENT AND THE ORDER FORM ARE INTEGRATED WITH ONE ANOTHER AND SHALL COLLECTIVELY BE DEFINED AS THE AGREEMENT (THE “AGREEMENT”). THE TERMS OF THE USER AGREEMENT SHALL APPLY TO THE SUBSCRIPTION SERVICES AND CONTRACT TERMS IDENTIFIED IN THE ORDER FORM, ADDENDUM TO THE ORDER FORM IF ANY, AND THE LICENSED MATERIALS (THE “LICENSED MATERIALS” AS DEFINED IN SECTION 2.1 OF THIS USER AGREEMENT). IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE PROVISIONS OF THE USER AGREEMENT AND THE PROVISIONS OF THE ORDER FORM, THE TERMS OF THE ORDER FORM SHALL CONTROL.
SourceScrub reserves the right to change or modify the User Agreement from time to time. If such change or modification materially impairs Licensee’s rights, SourceScrub shall give written notice to Licensee. Any change or modification will be effective upon posting on the SourceScrub site where the User Agreement may be found, as referenced in the Order Form. Licensee is advised to review the User Agreement periodically. Licensee’s continued use of the Licensed Materials following the posting of any change or modification to the User Agreement will constitute Licensee’s acceptance of such change or modification. If Licensee does not agree to the amended User Agreement, Licensee must stop accessing and using the service and notify SourceScrub of such disagreement.
Licensee and SourceScrub hereby agree as follows:
This Agreement shall apply to Licensee’s use of Licensed Materials made available by SourceScrub, Inc. a California corporation with an office and place of business located at 150 Post Street, Suite 660, San Francisco, CA 94108 (“SourceScrub”). In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
2. CONTENT OF LICENSED MATERIALS; GRANT OF LICENSE.
2.1 Licensed Materials. The Licensed Materials shall consist of all electronic information published or otherwise made available by SourceScrub to Licensee under this Agreement.
2.2 License. Subject to the terms and conditions herein, SourceScrub hereby grants to Licensee a non-exclusive license (the “License”) to access and use (according to the “Authorized Uses” as defined in section 5.2 below) the Licensed Materials. Licensee may provide access of the Licensed Materials to individuals authorized by Licensee (the “Authorized User(s)” as defined in Section 5.1 below) in accordance with the Agreement.
3. DELIVERY/ACCESS OF LICENSED MATERIALS TO LICENSEE.
SourceScrub will provide the Licensed Materials to the Licensee in digital form via password-protected online access available to each of Licensee’s Authorized User(s) (the “Digital Delivery”). Digital Delivery of Licensed Material will commence upon execution of the Order Form. Upon Digital Delivery, each Authorized User will receive a username and password provided by SourceScrub.
4.1 SourceScrub Fees. Licensee shall pay all fees outlined and listed in accordance to the terms in the Order Form, and Addendum if any, including, but not limited to the Total Monthly Subscription Fee, Annual Subscription Fee, Total Subscription Fee, any escalations, discount removals, additional services performed, or additional features added (the “SourceScrub Fees”). Failure to pay the SourceScrub Fees when due may result in suspension or termination of this License at SourceScrub’s discretion without notice to Licensee. Suspension of this License shall have no effect on the term. Suspension or termination of this License shall have no effect on Licensee’s obligation to pay the SourceScrub Fees. This is not intended to be SourceScrub’s exclusive remedy, and SourceScrub retains all rights and remedies it may have at law or in equity.
4.2 Marketing Efforts. Licensee agrees to grant permission to SourceScrub for SourceScrub to use Licensee’s name and logo in marketing efforts.
4.3 Confidentiality. Licensee agrees that all terms of this Agreement, including but not limited to pricing and access, shall be confidential and not shared with any other individuals or parties outside of this Agreement.
5. AUTHORIZED USE OF LICENSED MATERIALS.
5.1 Authorized User(s). An “Authorized User” is: A natural person who is a full or part-time employee of Licensee who occupies one of the seats set out in the Order Form. Authorized Users registered by “bots” or other automated methods are strictly prohibited. Authorized Users shall not include or extend to corporate entities, such as parent companies of Licensee, subsidiaries of Licensee, or entities formed through reincorporation, merger, acquisition, or other business combination (the “Corporate Restructure”). Upon delivery of Licensed Materials to Licensee via online access, each Authorized User will be provided a unique username and password. Each unique username and password may only be used by one individual; such usernames and passwords may not be shared and may not under any circumstances be used by anyone who is not an Authorized User to gain access to the Licensed Materials. Licensee is responsible for maintaining the security of the provided usernames and passwords and Licensee accepts all responsibility for all activities that occur under its Authorized Users’ accounts. SourceScrub is not liable for any loss or damage resulting from Licensee or Authorized Users’ failure to protect the accounts.
5.2 Authorized Uses. Licensee shall not access or use the Licensed Materials for any purpose except the following business uses only: (a) to view the Licensed Materials; (b) to communicate with a person identified in the Licensed Materials (each a “Licensed Materials Contact”), and (c) to view, download and/or print selected information from the Licensed Materials; (collectively, the “Authorized Uses”). Licensee shall not use SourceScrub except as expressly permitted by the Authorized Uses stated herein.
5.3 Unauthorized Uses. Anything falling outside these Authorized Uses mentioned in section 5.2 shall constitute an Unauthorized Use (the “Unauthorized Use(s)”). Unauthorized Uses include, but are not limited to the uses stated in section 5.3 herein. Licensee shall not permit anyone who is not an Authorized User, to: (a) view, access or use any downloaded or print document(s) (including, but not limited to Excel and CSV files) from Licensed Materials; (b) use the username or password of any Authorized User to access Licensed Materials; or (c) otherwise access the SourceScrub platform, use the chrome extension, or use the Licensed Materials in any other way. Licensee shall not redistribute, sublicense, transfer, sell, reverse engineer, offer for sale or disclose any of the Licensed Materials to any third party. Licensee shall not publicly perform or display the SourceScrub platform, content, or services in whole or in part, in any way. Licensee shall not incorporate any of the Licensed Materials into Licensee’s own products or services, or any other individual or company’s products or services. Licensee shall not use any manual or automated data mining, scraping, crawling, spiders, robots, or similar data gathering or extraction methods on any webpage, screen or other content contained in, generated by or relating to the SourceScrub service and platform. Licensee shall not introduce or transmit any worms, viruses, malware or any code of a destructive nature onto or via the SourceScrub platform. Licensee shall not remove, obscure or modify any notice of copyright or other notice included in the Licensed Materials. Licensee is solely responsible for any communications between Licensee (this includes any Authorized User) and any Licensed Materials Contact. Licensee may not use or transmit any portion of the Licensed Materials electronically or otherwise, unless such use complies with Sections 5.2 and 5.3 herein. Licensee shall ensure that no Authorized User takes any action inconsistent with Licensee’s obligations under this Agreement.
6. SOURCESCRUB’S PERFORMANCE OBLIGATIONS.
6.1 Access to Licensed Materials. SourceScrub will provide Licensee with access to SourceScrub’s Licensed Materials for the dataset(s) specified in the Order Form.
6.2 Platform Access. SourceScrub does not represent or warrant that the platform and/or Licensed Materials will: (a) meet Licensee’s specific requirements; (b) will be uninterrupted, timely, secure, or error-free; (c) that the results may be obtained from the platform will be accurate, timely, or reliable; (d) or that except for section 6.3 herein, the quality of any products, services, information, or other materials purchased or obtained by Licensee through SourceScrub will meet Licensee’s expectations. SourceScrub will use commercially reasonable efforts to make the SourceScrub Platform and its services available. Licensee acknowledges and agrees that such availability is subject to (i) planned maintenance downtime, or (ii) any unavailability caused by urgent maintenance of circumstances beyond SourceScrub’s control.
6.3 Quality Guarantee. Contact Information is defined as and comprised of: the first name, last name, title, email address, and email-domain of a Licensed Materials Contact (collectively, the “Contact Information”). If more than 10% of the Contact Information of an original list, contact request list, or other form of research request (the “Original Dataset”) is incorrect, upon notice from the Licensee, SourceScrub shall have 30 days from receipt of notice to correct the Licensed Material to obtain at least 90% accuracy for the Contact Information in the Original Dataset (the “Quality Guarantee”). Quality Guarantee shall not apply to Contact Information from greylisted domains. If the Quality Guarantee is not met within 30 days from receipt of notice to correct the Licensed Materials, SourceScrub may provide to Licensee a prorated refund of the then-current Monthly Subscription Fee during the month in which the Quality Guarantee occurred. This section herein regarding Quality Guarantee shall not constitute a breach as defined further in section 8.2 herein.
6.4 Service Change. SourceScrub reserves the right at any time to modify, augment, enhance the SourceScrub platform and/or discontinue, temporarily or permanently, features or segments of the SourceScrub platform.
7. LICENSEE PERFORMANCE OBLIGATIONS.
Licensee represents, warrants and covenants that it will not, in connection with its use and access of the Licensed Materials: (i) commit or encourage conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate law; (ii) violate, plagiarize, or infringe the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; (iii) use the Licensed Materials, or any part thereof, to harass or harm any person in any way; (iv) disparage, defame, libel, or make untrue, malicious, or offensive statements about SourceScrub; or (v) conduct any activity using the SourceScrub platform, or services that is illegal, or in violation of any applicable laws and regulations, including, without limitation, all national, state, and local laws and regulations.
7.1 Identification of Authorized Users. Licensee shall ensure that all authorized users have a valid first name, last name, and email address linked to Licensee domain.
7.2 Provision of Notice of License Terms to Authorized Users. Licensee shall provide Authorized Users with notice of the terms and conditions of this Agreement including, in particular, any limitations on access or use of the Licensed Materials as set forth in this Agreement. Licensee accepts all responsibility for all activities that occur under its or its Authorized Users’ accounts.
7.3 Protection from Unauthorized Use. Licensee shall make reasonable efforts to prevent Unauthorized Use (as defined in Section 5.3 herein) of or access to the Licensed Materials. In the event of any Unauthorized Use of or access to the Licensed Materials, SourceScrub may suspend or terminate access to the Licensed Materials, provided that SourceScrub shall first provide reasonable notice to Licensee. Upon termination due to Unauthorized Use, Licensee shall not receive any refund.
7.4 Ownership of the Licensed Materials and Intellectual Property. Licensee acknowledges and agrees that, the Licensed Materials, 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) are the proprietary intellectual property (the “Intellectual Property”) of SourceScrub, whether or not such Licensed Materials are copyrighted or patented. Licensee further agrees that the original and any copies of the Licensed Materials are and shall at all times be the sole and exclusive property of SourceScrub; and Licensee agrees that Licensee will take no action in contravention of this fact. Licensee does not and will not acquire any ownership in the Licensed Materials or any part thereof, including information voluntarily provided by Licensee to SourceScrub that is incorporated into the Licensed Materials; 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, or saves. Licensee further acknowledges and agrees that the Licensed Materials, in whole or in part, are unique, special, and valuable.
7.5 Non-Assignment. Neither party may assign or delegate its rights or obligations, in whole or in part, by operation of law or otherwise pursuant to this Agreement, except as stated in section 7.6 herein, without SourceScrub’s prior written consent. Any assignment or delegation in violation of this Agreement, and not in accordance with section 7.6, shall be void.
7.6 General. In the event Licensee undergoes any reincorporation, merger, acquisition, or other business combination, (the “Corporate Restructure”) into a successor entity, Licensee shall be strictly prohibited from providing the Licensed Materials or access to the Licensed Materials to any additional users beyond the Authorized Users created prior to the Corporate Restructure. Upon a Corporate Restructure, the Licensee will not be able to add additional seats or Authorized Users, unless otherwise agreed to. Subject to the foregoing, this Agreement will continue to bind the successor entity upon any Corporate Restructure. SourceScrub may assign this Agreement without Licensee’s consent to SourceScrub’s successor entity in the case in which SourceScrub undergoes a Corporate Restructure, provided that any such assignee fulfills SourceScrub’s obligations set forth herein.
8.1 Term and Renewal. The term of this Agreement is specified in the Order Form. Upon the completion of the current term (either the initial term or a renewed term), this Agreement shall automatically renew for a successive term equal to the length of the initial term; unless otherwise agreed to in writing; and unless either party notifies the other party in writing of its intent not to renew at least thirty (30) days prior to the end of the then-current term. Upon renewal, the SourceScrub Fee shall be adjusted to reflect any discounts removed, price escalations added, other services performed or features added (i.e. additional seats, custom research, additional exports), in accordance to the Order Form and/or any addendum to the Order Form.
8.2 Breach. Either party may terminate this Agreement immediately, without further obligation to the other party, in the event of a breach of this Agreement by the other party that is not remedied within thirty (30) days after the breaching party’s receipt of written notice from the other party of such breach. Quality Guarantee in Section 6.3 herein does not constitute a breach. If SourceScrub is the breaching party, Licensee may receive a maximum refund in the amount ￼of the then-current Monthly Subscription Fee.
8.3 Termination. Upon expiration or termination of the License, Licensee acknowledges and agrees that Licensee’s access to the Licensed Materials will be automatically terminated, all passwords and individual accounts will be removed, and all information uploaded into SourceScrub’s systems by Licensee may be destroyed.
Any notices or other communications required hereunder shall be in writing and shall be deemed given when delivered: in person; via email; or when mailed by certified or registered first class mail, postage prepaid, return receipt requested, addressed to the parties at their addresses specified in this Agreement.
10. GOVERNING LAW
This Agreement shall be construed in accordance with and governed for all purposes by the laws of the State of California without regard to choice of law principles. The Parties shall make reasonable efforts to resolve any disputes arising under this Agreement through mediation, negotiation, or alternative dispute resolution prior to taking any legal action or filing any legal proceeding in court. The Parties agree that the courts of the State of California shall have exclusive jurisdiction over any and all disputes arising from this Agreement and that neither Party will bring any action under this agreement in any other jurisdiction.
In the event the Licensee is in default of any of the terms or obligations of this Agreement, said default shall constitute grounds for termination of the Agreement. Licensee agrees to pay all costs incurred by SourceScrub in endeavoring to enforce the terms of this Agreement, including reasonable attorney fees. SourceScrub and Licensee will make a good faith attempt to resolve any and all claims and disputes through meditation, negotiation, or alternate dispute resolution prior to taking any legal action or filing any legal proceeding in court.
Licensee agrees to indemnify, defend and hold SourceScrub, its officers, directors, employees, shareholders, agents, contractors, partners, successors and permitted assigns (collectively, the “Indemnitees”), harmless from and against any and all actual or threatened claims, liabilities, demands, causes of action, damages, losses and expenses, including, without limitation, reasonable attorneys’ fees and costs from legal action (collectively “Claims”), arising out of or in connection with Licensee’s access or use of the Licensed Materials. In addition, Licensee agrees to indemnify, defend and hold Indemnitees harmless from and against any and all actual or threatened Claims, arising out of or in connection with, but not limited to the following: (i) Licensee or Authorized Users of Licensee sending any information, messages or materials to any Licensed Materials Contact (including, but not limited to, messages sent by phone, e-mail, mail or fax), or (ii) the use of the Licensed Materials or Services by any third party to whom Licensee has granted access to the Licensed Materials (including access obtained through use of the usernames and passwords assigned to Licensee and its Authorized Users).
13. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written. If for any reason a court of competent jurisdiction finds any provisions of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions will remain in full force and effect. Any waiver, modification or amendment of any provisions of this Agreement will be effective only if in writing and signed by duly authorized representatives of both parties.
No modification or claimed waiver of any provision of this Agreement shall be valid except by written amendment signed by authorized representatives of SourceScrub and Licensee.