This Master Services Agreement is between licensee (the “Licensee” or “Client”) and SourceScrub (“SourceScrub” or the “Licensor”) (each may be individually referred to as “Party”, or collectively, the “Parties”). Licensee as defined in the agreement shall be the company or legal entity that has acquired a license (the “License” as defined in section 2.2 herein) to access electronic information published or otherwise made available by SourceScrub under this agreement (the “Licensed Material” as defined in section 2.1 herein), including, but not limited to SourceScrub’s proprietary database via the SourceScrub technology, which includes, but is not limited to, SourceScrub’s password-protected online services, application programmer interfaces (the “API’s”), data warehouse solution, any other software that connects SourceScrub’s database with any customer relationship manager tool, marketing automation tool, sales enablement software, or other similar software, and SourceScrub’s Chrome extension and Mozilla extension (collectively, the “SourceScrub Technology”). 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 Master Services Agreement (the “MSA”) by executing the order form (the “Order Form”). The MSA and the order form are integrated with one another and shall collectively be defined as the agreement (the “Agreement”). The terms of the MSA shall apply to the subscription services and contract terms identified in the Order Form and Addendum if any, and the Licensed Material. In the event of any inconsistency between the provisions of the MSA and the provisions of the Order Form, the terms of the Order Form shall control.
SourceScrub reserves the right to change or modify the MSA from time to time. If such change or modification materially impairs Licensee’s rights, SourceScrub will give written notice to Licensee. Any change or modification will be effective upon posting on the SourceScrub site where the MSA may be found. Licensee is advised to review the MSA periodically. Licensee’s continued use of the Licensed Material following the posting of any change or modification to the MSA will constitute Licensee’s acceptance of such change or modification. If Licensee does not agree to the amended MSA, Licensee must stop accessing and using the service and notify SourceScrub of such disagreement.
This Agreement shall apply to Licensee's use of Licensed Material made available by SourceScrub, LLC, a Delaware limited liability company with an office and place of business located at 150 Post Street, Suite 660, San Francisco, CA 94108. 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:
2.1 Licensed Material. The Licensed Material shall consist of all electronic information published or otherwise made available by SourceScrub to Licensee under this Agreement (the “Licensed Material”).
2.2 License. Subject to the terms and conditions herein, SourceScrub hereby grants to Licensee a non-exclusive, non-transferable, fee-bearing, limited license during the Term (the “Term” as defined in the Order Form) to access and use the Licensed Material (the “License”).
2.3 Delivery. SourceScrub will provide the Licensed Material to the Licensee in digital form via password-protected online access available to each of Licensee’s Authorized User(s) (the “Authorized User” as defined in Section 4.1 herein) (the “Digital Delivery”). Digital Delivery of Licensed Material will commence upon the agreed upon Start Date (the “Start Date” as defined in the Order Form).
Licensee shall pay all fees outlined and listed in accordance to the terms in the Order Form, and any addendum (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 or termination of the License shall have no effect on the Term or 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.
4.1 Authorized User(s). An "Authorized User" is: A natural person who is a full or part-time employee of Licensee who is designated by Licensee as one of the seats set out in the Order Form, whose access and use of the Licensed Material is subject to the terms and conditions of this Agreement. 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, portfolio companies of Licensee, subsidiaries of Licensee, or entities formed through reincorporation, merger, acquisition, or other business combination, unless explicitly stated otherwise in the Order Form. Upon Digital Delivery 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 Material. 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.
4.2 Authorized Uses. Licensee shall not access or use the Licensed Material for any purpose except for internal business use by Authorized Users for Licensee’s investment research and similar purposes that do not constitute Unauthorized Use (the “Unauthorized Use(s)” as defined in Section 4.3 herein) (the “Authorized Use(s)”). Licensee is solely responsible for any communications between Licensee and any person whose contact information is provided in the Licensed Material (the “Licensed Material Contact”).
4.3 Unauthorized Uses. Licensee shall not directly or indirectly take any action that would constitute Unauthorize Use, which includes, but is not limited to the following: (a) permit anyone who is not an Authorized User, to: (i) view, access, use, download, or print any Licensed Material; (ii) use the username or password of any Authorized User to access Licensed Material; or (iii) otherwise access or use the Licensed Material in any other way; (b) redistribute, sublicense, transfer, sell, reverse engineer, offer for sale or disclose any of the Licensed Material to any third party; (c) reverse engineer, de-compile, disassemble or otherwise attempt to discover the underlying ideas, algorithms, structure or organization of the Licensed Material; (d) rent, lease, sell, assign, distribute or otherwise transfer rights in the Licensed Material or offer the Licensed Material on a timesharing, service bureau or hosted service basis; (e) use, post, transmit or introduce any device, software or routine that interferes or attempts to interfere with the operation of the Licensed Material or SourceScrub Technology; (f) publicly perform or display the Licensed Material, content, or services in whole or in part, in any way; (g) incorporate any of the Licensed Material into Licensee's own products or services, or any other individual or company’s products or services in any manner that either competes or is intended to compete with SourceScrub; (h)use the Licensed Material to create a competitive product or in a competitive manner to SourceScrub; (i) share the Licensed Material to anyone that may be considered a competitor of SourceScrub; 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 Licensed Material or SourceScrub Technology; (j) introduce or transmit any worms, viruses, malware or any code of a destructive nature onto or via the Licensed Material or SourceScrub Technology; (k) remove, obscure or modify any notice of copyright or other notice included in the Licensed Material; (l) engage or permit any unauthorized copying, use, or transmission of any Licensed Material, or any portion thereof, electronically or otherwise (collectively and individually, the “Unauthorized Use(s)”). Without limiting the generality of the foregoing, unless explicitly provided otherwise in the Order Form, anything falling outside the Authorized Uses in Section 4.2 shall constitute an Unauthorized. Licensee shall ensure that no Authorized User takes any action inconsistent with Licensee's obligations under this Agreement.
5.1 General Violations. Licensee represents, warrants and covenants that it will not, in connection with its use and access of the Licensed Material: (a) commit, encourage, or conduct any activity that is illegal, or that would constitute a criminal offense, give rise to civil liability, or otherwise violate law, including, without limitation, all national, state, local laws and regulations; (b) 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; (c) use the Licensed Material, or any part thereof, to harass or harm any person in any way; or (d) disparage, defame, libel, or make untrue, malicious, or offensive statements about SourceScrub.
5.2 Identification of Authorized Users. Licensee shall ensure that all Authorized Users have a valid first name, last name, and email address linked to the Licensee domain. Listserv emails, or any email accessible by more than one person, do not qualify.
5.3 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 Material as set forth in this Agreement. Licensee accepts all responsibility for all activities that occur under its or its Authorized Users’ accounts.
5.4 Protection from Unauthorized Use. Licensee shall make reasonable efforts to prevent Unauthorized Use of or access to the Licensed Material. In the event of any Unauthorized Use of or access to the Licensed Material, SourceScrub may suspend or terminate access to the Licensed Material, provided that SourceScrub shall first provide reasonable notice to Licensee of such Unauthorized Use. Upon termination due to Unauthorized Use, Licensee shall not receive any refund.
5.5 Ownership of the Licensed Material and Intellectual Property. Licensee acknowledges and agrees that the Licensed Material 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 Material, are the proprietary intellectual property (the "Intellectual Property") of SourceScrub, whether or not such Licensed Material are copyrighted or patented. Licensee further agrees that the original and any copies of the Licensed Material are and shall at all times be the sole and exclusive property of SourceScrub, and Licensee will take no action in contravention of this fact. Licensee does not and will not acquire any ownership in the Licensed Material or any part thereof, including information voluntarily provided by Licensee to SourceScrub that is incorporated into the Licensed Material; and Licensee expressly disclaims and waives any and all claims to any ownership interest in any such information or Licensed Material, including, without limitation, any Licensed Material that Licensee downloads, prints, or saves. Licensee further acknowledges and agrees that the Licensed Material, in whole or in part, is unique, special, and valuable.
6.1 Access to Licensed Material. SourceScrub will provide Licensee with access to SourceScrub's Licensed Material for the dataset(s) specified in the Order Form.
6.2 Access. SourceScrub does not represent or warrant that the Licensed Material 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 Licensed Material will be accurate, timely, or reliable; (d) or that the quality of any products, services, information, or other Licensed Material purchased or obtained by Licensee through SourceScrub will meet Licensee’s expectations. SourceScrub will use commercially reasonable efforts to make the Licensed Material available. Licensee acknowledges and agrees that such availability is subject to planned maintenance downtime, or any unavailability caused by urgent maintenance of circumstances beyond SourceScrub’s control.
6.3 Service Change. SourceScrub reserves the right at any time to modify, augment, enhance the Licensed Material and/or discontinue, temporarily or permanently, features or segments of the Licensed Material.
7.1 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 renew per the renewal terms in the Order Form for a successive term equal to the length of the initial term, unless otherwise agreed to in writing; unless Licensee informs SourceScrub in writing of its intent not to renew at least sixty (60) days prior to the end of the then-current term; or unless SourceScrub notifies Licensee of SourceScrub’ intent to restructure the contract in at any time. No communication with respect to renewal from the Licensee shall constitute consent to renew per the contract terms. Upon notice of Licensee’s intent not to renew per Section 7.1 herein, all Exporting, CRM Integration, API, and/or Data Warehouse capabilities shall be turned off. Upon renewal, the SourceScrub Fee shall be adjusted to reflect any discounts removed, price escalations added, other services performed or features added in accordance to the Order Form and any addendum(s) to the Order Form.
7.2 Termination. Upon expiration or termination of the License, Licensee acknowledges and agrees that Licensee's access to the Licensed Material 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.
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. Licensee also agrees to treat the Licensed Material as confidential information belonging to SourceScrub. For the purposes of this Agreement, “Confidential Information” means any software, inventions, know-how, business plans, customer lists, product designs, technical and financial information, that is identified as confidential or should reasonably be considered confidential based on the circumstances surrounding the disclosure or the nature of the information disclosed. Licensee must hold in confidence and not disclose SourceScrub’s Confidential Information to third parties (for the avoidance of doubt, including customers, other vendors, and shareholders). These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault of the Licensee; (ii) was rightfully known by the Licensee prior to receipt of the Confidential Information; (iii) is rightfully obtained by the Licensee from a third party without breach of any known confidentiality obligation; or (iv) is independently developed by the Licensee without using or accessing the SourceScrub’s Confidential Information.
Licensee agrees to grant permission to SourceScrub for SourceScrub to use Licensee's name and logo in marketing efforts
Licensee may not assign or delegate its rights or obligations, in whole or in part, by operation of law or otherwise pursuant to this Agreement, without SourceScrub’s prior written consent. SourceScrub may assign this Agreement without Licensee’s consent to SourceScrub’s successor entity in the case where SourceScrub undergoes any reincorporation, merger, acquisition, sale, purchase, or other business combination (the “Corporate Restructure”), provided that any such assignee fulfills SourceScrub’s obligations set forth in this Agreement. In the event Licensee undergoes any Corporate Restructure into a successor entity, Licensee shall be strictly prohibited from providing the Licensed Material or access to the Licensed Material to any additional users beyond the Authorized Users created prior to the Corporate Restructure. Upon its Corporate Restructure, the Licensee will not be able to add additional seats or Authorized Users, unless otherwise agreed to by the Parties in writing. Subject to the foregoing, this Agreement will continue to bind Licensee’s successor entity upon any Corporate Restructure. Any assignment or delegation in violation of this Agreement shall be void.
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 the Order Form.
In the event the Licensee is in breach of any of the terms or obligations of this Agreement, said breach 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 or alternate dispute resolution prior to taking any legal action or filing any legal proceeding in court. Licensee’s breach shall have no effect on Licensee's obligation to pay the SourceScrub Fees.
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 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.
The waiver by either Party of a breach of, or default under, any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of, or default under, the same or any other provision of this Agreement, nor shall any forbearance or delay on the part of either Party in enforcing any provision of this Agreement or any of its rights hereunder be construed as a waiver of such provision or of a right to enforce the same for such occurrence or any future occurrence.
If any one or more of the provisions of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall be unimpaired and shall remain in full force and effect, and the invalid, illegal or unenforceable provision shall be replaced by a valid, legal and enforceable provision that comes closest to the intent of the Parties underlying the invalid, illegal or unenforceable provision.
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 Material. 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: (a) Licensee or Authorized Users of Licensee sending any information or messages to any Licensed Material Contact (including, but not limited to, messages sent by phone, e-mail, mail or fax); (b) the use of the Licensed Material or services by any third party to whom Licensee has granted access to the Licensed Material (including access obtained through use of the usernames and passwords assigned to Licensee and its Authorized Users); or (c) with respect to any infringement claim based upon the Licensed Material or any use of the Licensed Material in combination with other products, equipment, software, or data not supplied by SourceScrub.
(A) EXCEPT IN CONNECTION WITH LIABILITY ARISING OUT OF INDEMNIFICATION CLAIMS UNDER SECTION 16, BREACH OF THE LICENSE IN SECTION 2.2, LICENSE RESTRICTIONS UNDER SECTIONS 4.1, 4.2, 4.3, AND SECTION 8, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING LOST REVENUES, PROFITS, SAVINGS OR BUSINESS), WHETHER IN CONTRACT OR IN TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT OR OTHERWISE) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. SOURCESCRUB DOES NOT GUARANTEE THE ACCURACY OR RELIABILITY OF THE LICENSED MATERIALS, AND LICENSEE ACKNOWLEDGES THAT SOURCESCRUB WILL NOT BE LIABLE FOR ANY DAMAGES SUFFERED OR INCURRED BY LICENSEE OR ANY OTHER PERSON OR ENTITY ARISING OUT OF ANY FAULT, INTERRUPTION OR DELAY IN ANY SERVICE OR OUT OF ANY INACCURACY, ERROR OR OMISSION IN ANY LICENSED MATERIALS SUPPLIED TO LICENSEE, HOWEVER SUCH FAULTS, INTERRUPTIONS, DELAYS, INACCURACIES, ERRORS OR OMISSIONS ARISE. IN NO EVENT SHALL SOURCESCRUB’S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF THE FEE THAT LICENSEE HAS PAID DURING THE DURATION OF THE THEN-CURRENT TERM.
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. With exception to updates by made to this MSA by SourceScrub from time to time, no modifications or amendments to the Order Form shall be valid except by written agreement signed by duly authorized representatives of SourceScrub and Licensee.
This Agreement may be executed in several counterparts by way of the Order Form, all of which taken together shall constitute one single agreement between the Parties. The Parties may sign and deliver this Agreement by facsimile, electronic mail, physical delivery, or PDF transmission. The Parties agree that the delivery of the Agreement by facsimile, electronic mail, or PDF transmission shall have the same force and effect as delivery of original signatures and that each Party may use such facsimile, electronic mail, or PDF signatures as evidence of the execution and delivery of this Agreement by the Parties to the same extent that an original signature could be used.