Definitions
- “Data” means the records delivered to you in a purchase, in any format.
- “Licensee” or “you” means the person or business making the purchase.
- “Licensor” or “we” means [LEGAL ENTITY NAME — PENDING].
- “Permitted Use” means the Licensee’s own internal business-to-business sales and marketing activity.
License grant
We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Data solely for the Permitted Use. No ownership of the Data transfers to you.
Non-exclusivity
The Data is licensed non-exclusively. The same records may be, and are, licensed to other parties, including competitors of the Licensee. We make no representation that any record is unique to you.
Restrictions
You may not:
- Resell, redistribute, sublicense, share, publish, or transfer the Data to any third party.
- Incorporate the Data into any product, service, or database offered to third parties.
- Permit use of the Data by any entity other than the Licensee.
- Use the Data for any purpose other than the Permitted Use.
Your compliance obligations
You represent and warrant that before contacting any person or business in the Data you will comply with all applicable law, including specifically:
- the Telephone Consumer Protection Act (TCPA) and its implementing regulations;
- all applicable state telemarketing and “mini-TCPA” statutes, expressly including those of Florida, Oklahoma, Maryland, Washington, and Pennsylvania;
- the CAN-SPAM Act; and
- the National Do Not Call Registry and any applicable state registry.
You further agree that you are solely responsible for:
- obtaining any consent required before contacting any person;
- screening the Data against your own suppression lists and against applicable Do Not Call registries;
- screening the Data for known professional litigants;
- determining whether any number is a wireless number and what consent that requires; and
- honoring every opt-out request you receive.
We do not represent that any person or business in the Data has consented to be contacted by you. No consent of any kind is conveyed with the Data.
Data accuracy — as-is
The Data is provided “AS IS” and “AS AVAILABLE” without warranty of any kind, express or implied, including without limitation any warranty of accuracy, completeness, currency, merchantability, or fitness for a particular purpose. We do not warrant that any record is current, that any business remains in operation, that any contact detail is correct, or that the Data will produce any particular result.
Business information changes constantly. A portion of any file will be stale on delivery.
No performance guarantee
We make no representation as to response rates, conversion rates, revenue, or return on investment from use of the Data.
Source and provenance
The Data is compiled from publicly available business information and enriched with our own proprietary classification and website scoring. That classification and scoring is our work product. The Data does not include third-party review content, ratings, or media.
Indemnification
You will indemnify, defend, and hold harmless the Licensor and its officers from any claim, action, proceeding, penalty, fine, damage, cost, or expense, including reasonable attorneys’ fees, arising from or relating to your use of the Data or your breach of this license, including specifically any claim under the TCPA, any state telemarketing statute, the CAN-SPAM Act, or any privacy or consumer-protection law.
Limitation of liability
The Licensor’s total aggregate liability arising from the Data or this license is capped at the fees you paid in the three months preceding the claim. In no case is the Licensor liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits.
Audit and enforcement
Delivered files may contain traceable seed records used to detect unauthorized redistribution. Discovery of redistribution is a material breach permitting immediate termination without refund, in addition to any other remedy available to the Licensor.
Term, termination, and survival
This license terminates automatically on breach. On termination you must cease all use of the Data and delete it. The compliance, indemnification, limitation of liability, and restriction sections survive termination.
Governing law and venue
This license is governed by the laws of the Commonwealth of Pennsylvania. Any dispute will be brought in the state or federal courts located in Pennsylvania.
General
This license, together with the Terms of Service, is the entire agreement between you and the Licensor regarding the Data. If any provision is held unenforceable, the remainder stays in effect. A failure to enforce any provision is not a waiver. You may not assign this license without our written consent.