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SOURCESCRUB MASTER SERVICES TERMS OR MST (PREVIOUSLY KNOWN AS THE “END USER LICENSE AGREEMENT" OR THE “USER AGREEMENT”)
These Master Services Terms (“Terms”) apply to all products and/or services sold or licensed to the licensee (“Licensee” or “Client”) by SourceScrub, LLC, a Delaware limited liability company with an office and place of business located at 115 Sansome Street, Suite 1200, San Francisco, CA 94104 (“SourceScrub” or the “Licensor”). Each of the foregoing entities may be individually referred to as “Party”, or collectively, the “Parties”. Licensee shall be the company or legal entity that has acquired a license (the “License” as defined in section 2.2herein) to access electronic information published or otherwise made available by SourceScrub under these Terms (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”). Licensee hereby represents that it has the legal authority to bind the licensee to the terms and conditions set forth herein.
Licensee hereby accepts these Terms by executing an order form with SourceScrub (“Order Form”). These Terms 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 these Terms 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 these Terms may be found. Licensee is advised to review these Terms periodically. Licensee’s continued use of the Licensed Material following the posting of any change or modification to these Terms will constitute Licensee’s acceptance of such change or modification. If Licensee does not agree to the amended Terms, Licensee must stop accessing and using the service and notify SourceScrub of such disagreement.
2.1 Licensed Material. The Licensed Material shall consist of all electronic information published or otherwise made available by SourceScrub to Licensee under an Order Form (the "Licensed Material”).
2.2 License. Subject to these Terms, SourceScrub hereby grants to Licensee a non-exclusive, non-transferable, fee-bearing, limited license during the period between the Service Start Date and the Service End Date on the Order Form (“Service Period”) to access and use the Licensed Material (“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).
3.1 Licensee shall pay all fees outlined and listed in accordance with the Order Form, and any addendum thereto (“SourceScrub Fees”).
3.2 Unless otherwise specified, all charges are exclusive of taxes. Licensee will pay all taxes (including sales, use, excise, value added, and gross receipts taxes) levied in connection with the Order Form (whether included on an invoice or identified during an audit), except taxes based upon SourceScrub’s net income, corporate franchise, business license, payroll withholding or property taxes SourceScrub owned assets.
3.3 Licensee will provide SourceScrub with any state tax exemptions in a timely manner. If SourceScrub does not collect taxes for any reason, Licensee remains responsible for remitting taxes when appropriate to the applicable taxing authority as the consumer of the SourceScrub Licensed Material. The Parties will cooperate with each other in connection with any audit, inquiry, trial, or appeal regarding taxes in connection with the Order Form, including any tax determination or exemption documentation. Licensee is not responsible for penalties or interest arising from SourceScrub’s failure to properly collect or remit taxes to the applicable tax authorities.
3.4 Licensee will pay undisputed invoices within fifteen (15) days of receipt. Licensee will make payments directly to SourceScrub, or to SourceScrub’s designated bank, by ACH, or check, as stated on the Order Form. SourceScrub is not responsible for any fees associated with payment transfers.
3.5 Amounts unpaid when due will accrue overdue charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
3.6 The subscription fee may be increased ten percent (10%) annually starting one year from the Services Start Date listed on SourceScrub’s Order Form. Upon renewal the SourceScrub Fee shall be adjusted to reflect any discounts removed, the price escalation cited in the preceding sentence, other services performed, or features added in accordance with an Order Form or any addendum(s) to an Order Form.
4.1 Authorized User(s). An "Authorized User" is: A natural person who is a full or part-time employee or contractor 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 these Terms. 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, disassembler 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 Unauthorized. Licensee shall ensure that no Authorized User takes any action inconsistent with Licensee's obligations under these Terms.
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 another 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 IIdentification 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 these Terms including, in particular, any limitations on access or use of the Licensed Material as set forth herein. 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 Service Period is specified in the Order Form. Ninety (90) days before the end of such Service Period, SourceScrub will provide Licensee notice of the approaching expiration. 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 Service Period (either the initial period or a renewed period), the Service Period shall automatically renew for a successive period equal to the length of the initial period. No response from Licensee with respect to the notice of renewal given above shall constitute Licensee’s consent to renew.
7.2 Termination. In the event Licensee has notified SourceScrub of its intent not to renew per Section 7.1, at the end of the then-current Subscription Period all Exporting, CRM Integration, API, and/or Data Warehouse capabilities shall be turned off and the License suspended. Failure to pay the SourceScrub Fees when due may result in suspension or termination of the License at SourceScrub's discretion without notice to Licensee. The foregoing is not intended to be SourceScrub's exclusive remedy, and SourceScrub retains all rights and remedies it may have at law or in equity. Suspension of the License shall have no effect on Licensee's obligation to pay the SourceScrub Fees. 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. Further to the foregoing, Licensee agrees to destroy any and all copies of Licensed Materials and any information it has obtained from the Licensed Materials, whether in hard copy or electronic form.
Licensee agrees that the following shall be considered the confidential information of SourceScrub (“Confidential Information”) that shall not be shared with any person or persons outside Licensee’s organization (including but not limited to Licensee customers, vendors or shareholders) except for such advisors of Licensee who need to know and are under a duty of confidentiality in content at least as protective as the provisions hereof or as otherwise authorized by these Terms: (a) these Terms and the terms on any Order Form, including but not limited to pricing and access, (b) Licensed Material . (c) any software, inventions, trade secrets, know-how, business plans, customer lists, product designs, technical and financial information, that is identified by SourceScrub as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure or the nature of the information disclosed. No Confidential Information disclosed to, or otherwise obtained by Licensee, shall be copied or duplicated in any form or manner without the prior written approval of SourceScrub. 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 SourceScrub’s Confidential Information (“Exception”). The obligations in this Section will survive until the Confidential Information meets the criteria of an Exception. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” SOURCESCRUB MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITSACCURACY, COMPLETENESS OR PERFORMANCE.
Licensee grants permission SourceScrub for SourceScrub to use Licensee's name and logo in its general marketing efforts. Any other use to which SourceScrub wishes to use Licensee’s name and logo is authorized only upon Licensee’s prior written consent.
Licensee may not assign or delegate its rights or obligations, in whole or in part, by operation of law or otherwise pursuant to these Terms, without SourceScrub’s prior written consent. SourceScrub may assign these Terms and any Order Form 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 (“Corporate Restructure”), provided that any such assignee fulfills SourceScrub’s obligations set forth in these Terms. 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, these Terms will continue to bind Licensee’s successor entity upon any Corporate Restructure. Any assignment or delegation in violation of these Terms 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 most recent Order Form.
In the event the Licensee is in breach of any of the terms or obligations of these Terms, said breach shall constitute grounds for termination of these Terms or any Order Form. Licensee agrees to pay all costs incurred by SourceScrub in endeavoring to enforce these Terms, 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.
These Terms 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 these Terms and the applicable Order Form(s) and that neither Party will bring any action hereunder in any other jurisdiction.
The waiver by either Party of a breach of, or default under, any provision of these Terms 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 these Terms, nor shall any forbearance or delay on the part of either Party in enforcing any provision of these Terms 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 these Terms shall, for any reason, be held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms 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.
(A) SourceScrub agrees to indemnify, defend, and hold Licensee, its officers, directors, employees, shareholders, agents, contractors, partners, successors, and permitted assigns (collectively “Licensee Indemnitees”) harmless from and against any and all Claims alleging that the Licensed Material infringes upon any United States copyright. Notwithstanding the foregoing, SourceScrub will have no obligation to indemnify Licensee Indemnitees for Claims which arise from: (i) the combination of the Licensed Materials with other materials or data not provided by SourceScrub; (ii) the modification of the Licensed Materials, in whole or in part, by anyone other than SourceScrub; or (iii) use by Licensee of any specified Licensed Materials after SourceScrub notifies Licensee that continued use is likely infringing. If the Licensed Materials become, or in SourceScrub’s opinion is likely to become, the subject of an infringement or misappropriation claim, SourceScrub may, at its option and expense, either(a) procure for Licensee the right to continue using the Licensed Materials; (b) replace the Licensed Materials with a non-infringing substitute Licensed Materials; (c) modify the Licensed Materials so that they become non-infringing; or (d) terminate the Agreement and give Licensee a refund or credit for a portion of pre-paid fees actually paid by Licensee to SourceScrub for the infringing Licensed Materials less a reasonable allowance for the period of time Licensee has used the Licensed Materials. This Section 16(B) contains Licensee’s sole and exclusive remedy for any and all infringement claims relating to the Licensed Materials.
(B) Licensee agrees to indemnify, defend and hold SourceScrub, its officers, directors, employees, shareholders, agents, contractors, partners, successors and permitted assigns (collectively, “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 MATERIAL, 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 MATERIAL 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 SERVICE PERIOD.
If Licensee is a corporate customer located in the European Economic Area (“EEA”), Switzerland, or the United Kingdom, the terms of the Data Processing Addendum (“DPA”) https://www.sourcescrub.com/legal/data-processing are hereby incorporated by reference.
During any Service Period and continuing for a period of twelve (12) months after its expiry or termination, Licensee shall not solicit or attempt to solicit for employment, hire, employ, contractor recruit for the purposes of engagement, directly or indirectly, any person who is or was within the previous twelve (12) month period: (i) an employee of SourceScrub; or (ii) a contractor or subcontractor of SourceScrub devoting substantially all of his or her time to the other Party, who are engaged or involved in the activities contemplated under an Order Form. Notwithstanding the foregoing, any person’s response to, and subsequent hiring as a result of, general solicitation through advertising shall not constitute a violation of this provision.
These Terms together with all applicable Order Forms constitute the entire agreement between the Parties and supersede all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written. With exception of updates by made to these Terms by SourceScrub from time to time, no material modifications or amendments to the Order Form shall be valid except by written agreement signed by duly authorized representatives of SourceScrub and Licensee.
The Parties may sign and deliver an Order Form by facsimile, electronic mail, physical delivery, or PDF transmission. The Parties agree that the delivery of an Order Form 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 the Order Form and acceptance of these Terms by the Parties to the same extent that an original signature could be used.