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Openprise Partner Data Addendum

This Openprise Partner Data Addendum (“Addendum”) to the Openprise Customer License Agreement (“Agreement”) is by and between Customer and Openprise. In the event of a conflict between this Addendum and the Agreement, the relevant terms of this Addendum shall prevail solely as it relates to Customer’s purchase of Partner Data through Openprise.

RECITALS

WHEREAS, Customer is a party to the Agreement licensing the use of the Openprise RevOps Data Automation Cloud and related products, services and documentation (“Openprise Platform”) to enable Customer processing of Customer content.

WHEREAS, this Addendum is required when Customer elects to purchase Partner Data from a Partner through Openprise. Openprise is an authorized reseller of different types of Partner Data from a number of third-party data vendors (i.e. Partners). This Partner Data includes but is not limited to: Company data, Person data, Technographic data, IP address resolution, and email/phone number validation. A current list of Openprise Partners is available at https://www.openprisetech.com/revops-data-automation-platform/capabilities/integrate-activate/data-marketplace/.

WHEREAS, the Openprise Platform automates the fetching, matching, unification, and updating of this third-party data into Customer’s systems. While Openprise has thoroughly vetted Partner for quality and will work with Partners to resolve any issues raised by Customer, Openprise cannot guarantee the completeness or accuracy of Partner Data. This Addendum also includes pass-through terms that govern the authorized use of the Partner Data that Customer would have to accept if the Customer purchased the Partner Data directly from these Partners.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficieny of which are hereby acknowledged, the Parties hereto agree as follows:

ADDENDUM

Customer at its sole discretion has elected to purchase Partner Data from the Partner through Openprise. This Addendum provides the terms of conditions for Customer’s use of the Partner Data purchased through Openprise from an Openprise authorized third-party partner (“Partner”). For clarity, Partner Data is provided solely by the applicable Partner and for the convenience of Customer, Openprise is acting as the intermediary to facilitate the sale of the Partner Data through the Partner for Customer’s use on the Openprise Platform. As a result, Openprise is not responsible for the Partner Data, makes no effort to review any Partner Data for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Openprise has no liability to Customer for the Partner Services or any Partner Data beyond Openprise’s liability obligations in the Agreement. Capitalized terms used in this Addendum which are not otherwise defined herein, but which are defined in the Agreement, shall have the respective meanings given to such terms in the Agreement.
  1. Partner Intellectual Property and Publicity. Customer acknowledges that as between Customer and Partner, all Partner Data are owned by the applicable Partner and that all intellectual property rights to the Partner Services and the copyright to the Partner Data is and shall remain with the applicable Partner. Customer also agrees that Customer will not use any Partner trade name, trademark, service mark, logo, or copyrighted materials in any manner without the prior written approval of the applicable Partner.
  2. License. Partner provides Customer a limited, non-exclusive, non-transferable, non-sublicensable license for the Term to use the Partner Data for Customer’s internal business use and for no other purpose. None of the Partner Data may be made available in whole or in part to any third party. Customer shall not use the Partner Data in any way that: (A) infringes, misappropriates, or violates a third party’s intellectual property or proprietary rights, including rights of privacy and publicity; (B) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; or (C) is fraudulent, false, misleading, or deceptive.
  3. Term.
    3.1 Partner Data furnished hereunder is licensed to Customer (pursuant to Section 2) and will co-term with the term of the Agreement’s Subscription Order for the Openprise Platform during which it is placed and shall not exceed twelve (12) months unless otherwise provided for in the applicable order (“Data Enrichment Credit Term”).3.2 At the end of the Data Enrichment Credit Term, Customer’s license to the Partner Data expires, all unused credits shall expire, and Customers must pay additional fees to receive a new or renewed license to use Partner Data.3.3 Upon expiration or termination of the Data Enrichment Credit Term or this Addendum, Customer shall immediately delete and destroy all originals and copies of any Partner Data in raw data form on Customer’s instance(s) of the Openprise Platform, and upon request, provide the applicable Partner or Openprise with certification thereof. For clarity, upon termination, Customer is not required to delete any Partner Data that has been merged with Customer’s own data and systems outside of the Openprise Platform.
  4. Indemnification. Customer agrees to indemnify, defend, and hold harmless the applicable Partner and its licensors and providers from any claim or cause of action arising out of or relating to use of the Partner Data by (i) individuals or entities which have not been authorized by this Addendum to have access to and/or use the Partner Data and (ii) Customer, when such use may be in violation of this Addendum.
  5. Warranties. Customer acknowledges that Openprise, the applicable Partner and its licensors and providers make no representations or warranties of any kind with respect to the accuracy, currency, completeness, timeliness, merchantability, or fitness for a particular purpose of the Partner Data or of the delivery mechanism through which the Partner Data is provided. Partner shall provide the most accurate data within the Partner Data in accordance with applicable industry standards. If Customer notifies Openprise of any inaccurate data within the Partner Data, Openprise will work with the applicable Partner to replace the inaccurate data at no additional charge.
  6. Limitation of Liability. Customer agrees that Customer, Partner and its licensors and providers will never be liable for consequential, incidental, special, punitive, or other indirect damages, even if advised of the possibility of such damages. Customer also agrees that the applicable Partner and its licensors’ and providers’ aggregate liability, if any, for any and all losses, damages, or injuries which Customer suffers arising out of any acts or omissions of the applicable Partner in connection with this Addendum, regardless of the cause of the loss, damage, or injury (including negligence) and regardless of the nature or equitable right claimed to have been violated, shall never exceed the amount paid by Customer for the Partner Data or $10,000, whichever is greater.
  7. Third Party Beneficiary. Customer agrees that the applicable Partner is a third-party beneficiary of these terms.
  8. Partner Data Use Restrictions. Customer is expressly prohibited from:8.1 Referencing any selection criteria or presumed knowledge concerning the intended recipient of any solicitation or the source of a recipient’s name and address in any marketing or advertising;
    8.2 co-branding or otherwise providing Partner Data on behalf of any third party;
    8.3 sublicensing or reselling the Partner Data to any third party;
    8.4 using or allowing third parties to use the Partner Data for the purpose of compiling, enhancing, verifying, supplementing, adding to or deleting from any mailing list, geographic or trade directories, business directories, classified directories, classified advertising, or other compilation of information which is sold, rented, published, furnished or in any manner provided to a third party;
    8.5 using the Partner Data in any service or product not specifically authorized in the Agreement or this Addendum or offering it through any third party;
    8.6 making the Partner Data or any portion thereof available in an on-line environment except by an appropriately secured and encrypted bulletin board service, tape-to-tape batch transmission, or remote job entry;
    8.7 using telephone number information in the address, envelope, body of a letter or elsewhere in a direct mail piece, telemarketing script, or other marketing program mailing;
    8.8 using the Partner Data, either in whole or in part, as a factor in: (a) establishing an individual’s eligibility for credit or insurance; (b) connection with underwriting individual insurance; (c) evaluating an individual’s eligibility for employment or promotions, reassignment or retention as an employee; (d) in connection with a determination of an individual’s eligibility for a license or other benefit granted by a governmental authority; (e) for soliciting survivors of deceased person; (f) benefiting any one political candidate, political party, political campaign or political advocacy group; (g) benefiting any government agency operating as an intelligence agency; (h) any evidentiary purposes related to law enforcement or criminal prosecution; and (i) any purpose covered by the Fair Credit Reporting Act.
    8.9 using or allowing third parties to use the Partner Data for digital display advertising, including onboarding Partner Data to any data management platform or other platform or exchange.
    8.10 selling, leasing, sharing, transferring, sublicensing to or failing to protect the confidentiality of any Partner Data, directly or indirectly, from, any third party, including to any data broker, ad network, ad exchange, or other advertising or monetization–related party;
    8.11 benchmarking any Partner Data against information products offered by other suppliers, or to generate any statistical or other derived output from this data (except for internal purposes of Customer).
  9. Protection from Unauthorized Use. Customer will prevent unauthorized usage or copying of the Partner Data. Without limiting the foregoing Customer will implement a system of controls that will: (i) protect the integrity of the Partner Data; and (ii) limit access to the Partner Data to only authorized employees of Customer with a need to access that information to enable Customer’s use of the Partner Data as authorized.
  10. Remedy. Customer acknowledges that any unauthorized use of the Partner Data will cause irreparable harm and injury to Openprise or the applicable Partner for which there is no adequate remedy at law. Customer further acknowledges that any unauthorized use of the Partner Data may, at Openprise’s or the applicable Partner’s sole discretion, be treated as a material breach of the Agreement. In addition to all other remedies available under the Agreement, at law or in equity, Customer further agrees that Openprise or the applicable Partner shall be entitled to injunctive relief in the event Customer uses the Partner Data in violation of the limited license granted by this Addendum. In the event Customer is subject to a data security breach with respect to the Partner Data, Customer shall promptly take commercially reasonable steps to respond to and attempt to remedy the breach and shall notify Openprise and the applicable Partner in writing within twenty-four (24) hours of discovery of such breach.
  11. Marketing Usage. Customer agrees to require that all marketing efforts, solicitations, advertising copy, and other communications derived either in whole or in part from the Partner Data: (i) not contain any reference to any selection criteria or presumed knowledge concerning the intended recipient of such solicitation or the source of such recipient’s name and address; (ii) be designed such that the recipient of such communication cannot determine that state, title or registration information was used as an information source; and (iii) be in good taste in accordance with generally recognized standards of high integrity.
  12. Compliance with Laws. Customer acknowledges that the federal government and states have enacted laws regarding direct marketing. Customer further acknowledges and agrees that Openprise or the applicable Partner have no obligation to inform Customer of these laws. Customer should consult with legal counsel regarding applicable laws before initiating a direct mail, fax or telemarketing campaign. In addition, Customer shall use the Partner Data in compliance with: (i) all regulations, rule and policies adopted and communicated by Client to Customer from time to time and communicated to Customer; and (ii) the Data & Marketing Association’s Guidelines for Ethical Business Practice.
  13. Access Control. Customer shall protect its passwords and take full responsibility for Customer’s own as well as any third party use of the Customer account. Customer is solely responsible for any and all activities that occur under its accounts.
  14. Customer Communication Restrictions. Customer represents and warrants that any electronic communications sent to contacts will not contain any of the following: (a) any unlawful, threatening, abusive, libelous, defamatory, obscene, pornographic, profane, or otherwise objectionable information, (b) any misleading or deceptive information, or any known misrepresentation with respect to products or services offered by Openprise or the applicable Partner; (c) any illegal pyramid or other such schemes; (d) any information known to be in violation of any person’s copyright, trademark or any other intellectual property rights; or (e) any deceptive information which would imply endorsement, affiliation, or sponsorship with any entity or person other than Openprise without written consent of such entity/person. The electronic communications that Customer sends will contain the identity, contact and unsubscribe information required by Customer to comply with applicable privacy and anti-spam laws. Customer will cease using any contact in respect of which it receives notice from Openprise or Partner within ten (10) business days of receiving such notice. Customer acknowledges and understands that the contact information provided herein may include names and phone numbers that appear on Openprise’s or the Partner’s suppression list, or one or more do-not-contact lists maintained by a federal, state, provincial, or other governmental entity or whose use may otherwise be regulated. Customer is responsible for subscribing to all applicable do-not-contact lists and agrees to comply with all such relevant laws and regulations, including those relating to any such do-not-contact lists.
  15. Partner Data Use Restrictions. Customer agrees that it will not itself, or through any subsidiary, affiliate, agent or other third party: (1) sell, lease, license, sublicense, encumber, or otherwise deal with or transfer to any third party any portion of the Partner Data, API or cloud portal; (2) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code from, the Partner Data, API or cloud portal, unless and to the extent required under applicable law; (3) use any robot, spider, or other automatic software or device, or manual process to monitor or copy any portion of the Partner Data, API or cloud portal; (4) use any portion of the Partner Data, API or cloud portal to access unauthorized portions of Openprise’s or Partner’s systems or servers or to engage in any hacking or security breaches or other such activities on Openprise’s or Partner’s systems or servers; (5) write or develop any derivative software or any other software program based on the Partner Data, API or cloud portal or any intellectual property rights of Openprise or Partner; (6) provide, disclose, divulge, or make available to, or permit use of, the Partner Data, API or cloud portal by persons other than Customer’s employees without Openprise’s or Partner’s written consent; or (7) interfere with or disrupt the integrity or performance of the API or cloud portal. Customer acknowledges and understands that Openprise or Partner has the ability to monitor Customer’s use of the Partner Data, API or cloud portal to ensure compliance with this Addendum and to suspend Customer’s use of the Partner Data, API or cloud portal and the Services in the event that it reasonably believes that Customer has breached or is breaching this Addendum.