General License Terms for ContentMap

These are the general terms and conditions for usage of ContentMap Licenses

1)         Definitions.

1.1)      “Affiliate” means a business entity that directly, or through one or more intermediaries, controls or is controlled by or is under common control with a party. One entity is deemed to control the other if it directly or indirectly (a) owns more than fifty percent (50%) of the equity of the other entity or (b) controls more than fifty percent (50%) of the voting rights of the other entity.

1.2)      “Personal Data” means any information or set of information that identifies or could be used by or on behalf of ContentMap Corp. to identify (together with other information) a living individual. Personal information does not include information that is anonymized or aggregated.

1.3)      “Named User(s)” means the particular Customer employees registered with ContentMap Corp. for the right to access the ContentMap Corp. Service(s).

1.4)      “ContentMap Corp. Data” means the data elements made available by ContentMap Corp. to Customer via the Service(s).

1.5)      “ContentMap Corp. Data Delivery Service,” means a consulting and data service provided by ContentMap Corp. that either (a) analyzes a customer’s database to update and supplement it with data elements from the ContentMap Corp. database or (b) provides data to a customer in reports, lists and other formats based on criteria provided by the customer, all subject to the Terms set forth herein. It is intended to pertain to all services that are the subject of an Order Form that do not involve direct electronic access by the customer to the ContentMap Corp. database (e.g., list, append, augmentation, cleanse, suppress and report services provided by ContentMap Corp. personnel).

1.6)      “ContentMap Corp. Service(s)” or “Service(s)” means one or more of the ContentMap Corp. services, whether a component of the ContentMap Corp. Data Delivery Service or the ContentMap Corp. Search Service, that is the subject of a Customer Order Form.

 

2)         License.

2.1)      ContentMap Corp. grants Customer a non-exclusive, non-assignable and non-transferable (except as permitted by Section 9.3 below) license to use the ContentMap Corp.

2.2)      ContentMap Corp. grants Customer a non-exclusive, non-assignable and non-transferable (except as permitted by Section 9.3 below) license to use the ContentMap Corp. Data that is obtained through the Services pursuant to the Terms.

 

3)         Content and Intellectual Property Rights.

3.1)      ContentMap Corp. owns the layout, appearance, trademarks, ContentMap Corp. Profiles and other intellectual property comprising the Services, but not the cached Web pages or material that has been copied from the cached pages which belongs to their respective copyright owners. Customer may only use ContentMap Corp.’s and its Content providers’ intellectual property as expressly authorized herein.

3.2)      ContentMap Corp. Profiles may reference links to web sites where all or a portion of ContentMap Corp. Data was found (the “Linked Sites”). ContentMap Corp. neither endorses nor is affiliated with the Linked Sites and is not responsible for any of the content on the Linked Sites.

 

4)         Customer Responsibilities.

4.1)      Customer agrees not to:

a)         With regard to a ContentMap Corp. share its access to the Service or the Content with third parties in any manner, or use the Service in a commercial service bureau environment, including but not limited to any provision of ContentMap Corp. Data to third parties. Should Customer violate the provisions of this Section 4.1(a), in addition to any other damages to which it may be entitled under law, ContentMap Corp. shall have a right to compensation for the excess queries at its then-current standard retail license fee.

b)         With regard to a ContentMap Corp. Search Service, violate the security of the Service including:

i)          log in to a server or account that Customer is not authorized to access;

ii)         permit any person other than the Named User to use the password assigned to that Named User or otherwise access the Service;

iii)        attempt to test, scan, probe or hack the vulnerability of the Service or any network used by the Service or to breach security, encryption or other authentication measures;

iv)        attempt to interfere with the Service by overloading, flooding, pinging, mail bombing or crashing it;

v)         reverse engineer, decompile or disassemble any portion of the Service; or

vi)        disparage or misrepresent the capabilities or reputation of ContentMap Corp.

c)         Use the Content for other than the Customer’s internal business purposes.

d)         Modify, reproduce, publish, create derivative works from, license, transfer, barter or sell any Content in whole or in part, without the prior express written permission of ContentMap Corp.

e)         Disclose the source of the ContentMap Corp. Data provided by ContentMap Corp. or that it has entered into an agreement with ContentMap Corp. or any of the contents of this Agreement.

f)          Use any trade name, trademark, service mark, brand or logo of ContentMap Corp., or any link to a ContentMap Corp. website, for any purpose in connection herewith, including, without limitation, in any communications using data from ContentMap Corp., without ContentMap Corp.’s prior written consent.

g)         Use any Content in a manner that infringes the intellectual property rights of any third party.

h)         Use any of the Content in evaluating any individual with respect to credit worthiness, a financial, insurance or employment decision or with respect to eligibility for any government-granted license or benefit.

 

4.2)      ContentMap Corp. seeds its data and otherwise monitors its customers’ usage of the Services to ensure compliance with the Terms of this Agreement.

 

5)         Termination.

5.1)      This Agreement is non-cancelable during the term and all fees are non-refundable, provided that either party may immediately terminate this Agreement without further obligation if:

a)         the other party fails to cure a material breach of the Agreement within ten (10) days of written notice. For the purpose of clarity, non- payment of past due invoices is deemed a material breach.

b)         the other Party is involved in insolvency, receivership, bankruptcy proceedings, or makes an assignment for the benefit of creditors.

 

5.2)      Notwithstanding Section 5.1(a), ContentMap Corp. shall have the right, at its sole discretion, to immediately terminate or suspend the Agreement, without a cure period, if it determines that Customer or any person using the Services through Customer’s account has violated the provisions of Sections 2 or 4 in a manner that cannot be cured. Suspension of an account shall not result in an extension of the term.

 

5.3)      In addition to any other damages it may be entitled to under law, should Customer or any person using the Services through Customer’s account knowingly breach any material term of this Agreement, ContentMap Corp. shall have a right to injunctive relief and its attorneys’ fees and court costs required to address the breach.

 

5.4)      Upon termination or expiration of this Agreement, Customer shall have no further right to access or use the Services in any manner.

5.5)      Any ContentMap Corp. Data that has been prepaid by Customer, whether for the purpose of a ContentMap Corp. Data Delivery or Search Service, and is unused at the end of the term specified on the Order Form shall be forfeited.

 

5.6)      Notwithstanding the provisions of any non-disclosure or confidentiality agreement between the parties, upon termination or expiration of this Agreement and such other agreement, ContentMap Corp. shall be entitled to retain one copy of any confidential information provided by Customer purely for archival purposes.

 

5.7)      The provisions of Sections 3, 4, 5, 6, 7, 8 and 9 shall survive termination or expiration of this Agreement.

 

Agreement for ContentMap Services

6)         Disclaimers and Limitations. Except as expressly set forth herein, Customer assumes all responsibility and risk for Customer’s use of the Services. ContentMap Corp. may modify, add or delete components of the Services at any time at its discretion. In no event shall either party be liable for any indirect, punitive, incidental, special or consequential damages arising out of or in any way connected with Customer’s use of the Services. Either party’s liability for any direct damages shall be limited to three (3) times the amount of fees that have been paid or are payable for the Services for the then-current period (including any additional fees assessed under Section 4.1), except for violations of Sections 4, 7 and 8 which shall not be subject to this limitation.

 

 

7)         Indemnification.

 

7.1)      Each party (each, in such capacity, the “Indemnifying Party”) shall indemnify, defend the other Party and their affiliates, respective officers, directors, employees, and agents (each, in such capacity, an “Indemnified Party” and, collectively, the “Indemnified Parties”), from and against any third party claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from an infringement of any copyright, U.S. patent, trade secret, trademark or similar proprietary rights. Customer (in this case, an “Indemnifying Party”) further agrees to indemnify, defend and hold harmless ContentMap Corp. (in this case, an “Indemnified Party”) from and against any cost, loss or expense (including reasonable attorneys’ fees) resulting from any claims by third parties for loss, damage or injury allegedly caused by the act or omission in violation of this Agreement or misrepresentations of Customer, its agents, employees, Customer customers or by any other recipient of data (including email addresses) that Customer originally received from ContentMap Corp.

 

7.2)      The Indemnifying Party’s obligations under this Section 7 will only apply if the Indemnified Party notifies the Indemnifying Party promptly in writing as to any such claim, action or demand and gives the Indemnifying Party the right to control and direct the investigation, preparation, defense, trial and settlement of each such claim, action or demand. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense and/or settlement of any such claim, action or demand.

Notwithstanding the foregoing sentence, unless the settlement involves no cost, loss or continuing liability of the Indemnified Party, the Indemnifying Party shall not settle any claim, action or demand without the written consent of the Indemnified Party, such consent not to be unreasonably withheld.

 

8)         Confidentiality. (This section shall only apply if the parties have not entered into a confidentiality/non-disclosure agreement that would cover the data that is relevant to this Agreement.)

 

8.1)      A party (the “Receiving Party”) may receive information from the other party (the “Disclosing Party”) which is confidential or proprietary in nature and clearly marked as “confidential” or “proprietary” information or understood by its nature to be confidential and/or proprietary, including without limitation, the Customer List, the contents of this Agreement, research, development or business plans, customer and vendor information, operations, systems, policies, procedures, practices, data, methods, and/or other business and financial information (“Confidential Information”). The Receiving Party agrees that, during the term of this Agreement and until one of the exceptions in Section 8.2 applies, it will keep each item of Confidential Information in strictest confidence and protect such Confidential Information by similar security measures as it takes to protect its own Confidential Information of a similar nature, but in no event shall the Receiving Party take less than reasonable care with the Confidential Information of the Disclosing Party. The Receiving Party also agrees that it will not use any Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement.

8.2)      The term “Confidential Information” shall not include information which is or becomes generally available to the public without breach of this Agreement, was in the possession of the Receiving Party prior to its disclosure by the Disclosing Party, is made available to the Receiving Party from a third party not in breach of any obligations of confidentiality, is independently developed by the Receiving Party, or is required to be disclosed by the Receiving Party pursuant to law, rule, regulation, subpoena or court order.

 

9)         Miscellaneous.

9.1)      Entire Agreement. This Agreement represents the entire binding agreement between Customer and ContentMap Corp., and each party’s respective successors and assigns, and supersedes any and all prior understandings, statements or representations, whether electronic, oral or written, regarding the ContentMap Corp. Services and any terms that may be contained on purchase orders or other Customer documents.

9.2)      Governing Law. This Agreement shall be governed by the applicable laws of the Commonwealth of Massachusetts, without regard to its conflict of laws rules.

9.3)      Assignment. Neither party may assign any part of this Agreement without the prior written consent of the other party, except that no prior consent shall be necessary for an assignment in the context of a merger, acquisition or like event to the successor in interest to a party’s assets.

9.4)      Equitable Relief. In addition to money damages, either party shall be entitled to equitable relief where appropriate, without the obligation to post a bond, upon breach of any portion of this Agreement by the other Party.

9.5)      Severability. The Terms of this Agreement are severable and may be construed to the extent of their enforceability in light of the parties' apparent mutual intent.

9.6)      Force Majeure. If the performance of this Agreement or any obligations (other than payment obligations) hereunder is prevented or interfered with by any act or condition beyond the reasonable control of a party hereto, that party upon giving prompt notice to the other party shall be excused from such performance during such occurrence.

9.7)      Interest and Further Costs. Customer shall pay ContentMap Corp. the lesser of one and one-half percent (1.5%) interest per month and the maximum legal interest rate permitted under applicable law, on the outstanding balance of any money owed ContentMap Corp. not paid when due. If any amount remains unpaid for ten (10) days following written notice from ContentMap Corp., ContentMap Corp.   may terminate this Agreement or it may suspend the Services until such time as payment is brought current, without waiving or prejudicing any other rights or remedies available to ContentMap Corp.. Suspension of an account shall not result in an extension of the term.

 

Agreement for ContentMap Services

9.8)      Independent Contractor. Each party to this Agreement shall be acting as an independent contractor, and nothing contained herein shall be construed to create a partnership, joint venture or any type of agency relationship between Customer and ContentMap Corp.

9.9)      Waiver. No waiver of any obligation or right of either party shall be effective unless in writing, executed by the party against whom it is being enforced. Failure of a party to take action regarding a breach of this Agreement by the other party shall not operate as a waiver of any future breaches of the same or different nature.

9.10)    Legal Expenses. The prevailing party in any legal action brought by one party against the other that arises out of this Agreement shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its legal expenses, including court costs and reasonable attorneys' fees

9.11)    Titles & Subtitles. The titles and subtitles herein are used for convenience only and are not to be considered in construing it.

9.12)    Modifications to Agreement. Should legislative or regulatory actions require ContentMap Corp. to modify its current agreements, it shall have the right to do so by posting the changes on its website. Otherwise, in no event does ContentMap Corp. or Customer have the right to unilaterally modify this Agreement without the written consent of the other party.