A “Licensed Materials Contact” means a lead record regarding an organization, consisting of at a minimum such organization's website URL, that was uploaded to LeadPrimer by the Licensee and made available to Licensee as part of any of the Services.
2.1 Authorized Users. Licensee shall be entitled to designate persons as users of the Services (“Authorized Users”) up to the number of Authorized Users subscribed as stated in the Ordering Document. Each Authorized User will be provided a unique username and password. Licensee shall be responsible for compliance with the terms of this Agreement by all Authorized Users, including, without limitation, the restrictions on use and transfer of Licensed Materials set forth herein. Licensee acknowledges and agrees that Authorized Users must provide LeadPrimer with certain identifying information, including their name and a business email address, and that Authorized Users may be required to accept an end-user license agreement agreeing to LeadPrimer’s privacy policy and representing that they are authorized to access the Services on Licensee’s behalf.
2.2 Qualification of Authorized Users. Licensee shall not designate any person as an Authorized User unless such person is: (a) a natural person and (b) an employee of Licensee. Licensee may designate a non-employee (i.e., an independent contractor) as an Authorized User only with LeadPrimer’s prior permission and provided Licensee takes reasonable steps to ensure such non-employee uses the Services only as permitted under this Agreement. If the employment of any Authorized User that was in effect as of the date such person was designated as an Authorized User terminates, such person’s authorization to access the Services shall be revoked automatically without any further action by LeadPrimer. In the event of a termination as described in the previous sentence, Licensee shall promptly notify LeadPrimer and take all reasonable steps to ensure that such person ceases accessing the Services. Licensee may reassign Authorized User designations in good faith, subject to the foregoing qualification requirements.
2.3 Authorized Uses, Restrictions. Licensee shall not access or use the Services for any purpose except the business-to-business sales, marketing, recruiting, or business development activities of Licensee. Licensee shall not access or use the Licensed Materials for the benefit of or on behalf of any person or entity except Licensee. Subject to Licensee’s compliance with all applicable laws, rules, and regulations, Licensee may use the Services to: (a) view the Licensed Materials; (b) communicate with any Licensed Materials Contact in a manner that relates to such person’s profession, business, or employment; and (c) identify prospective sales opportunities, research Licensee’s existing customers and prospects, and otherwise analyze the Licensed Materials in a manner relating to Licensee’s business-to-business sales, marketing, recruiting, and business development activities. Licensee shall not permit anyone who is not an Authorized User to access or use the Services, including any Licensed Materials or any Authorized User login credentials. Licensee shall not distribute, sublicense, transfer, sell, offer for sale, disclose, or make available any of the Licensed Materials or any part of the Services to any third party. Except through services provided by LeadPrimer or its affiliates or as expressly permitted by LeadPrimer, Licensee shall not: utilize or incorporate any LeadPrimer API credentials into any Third Party Applications or use API access to create or develop audience segmentation outside of services provided by LeadPrimer. Licensee shall not incorporate any portion of the Services or Licensed Materials into Licensee’s own products or services. Upon expiration or termination of this Agreement for any reason, Licensee shall cease accessing the Services and shall cease using the Licensed Materials in any way. Notwithstanding the foregoing, where Licensee has, through using the Licensed Materials in a manner permissible under this Agreement, received responsive communication from a Licensed Materials Contact, Licensee shall not be required to delete such Licensed Materials Contact record upon expiration or termination hereof, and may continue to use such information in a manner otherwise consistent with this Agreement. Licensee is solely responsible for any communications between Licensee or any Authorized User and any Licensed Materials Contact. Licensee shall not use the Services to determine a consumer’s eligibility for (a) credit or insurance for personal, family or household purposes, (b) employment or (c) a government license or benefit or (d) any other purpose governed by the Fair Credit Reporting Act.
2.4 Permitted Use of LeadPrimer Technology, Restrictions. Licensee is permitted to use the LeadPrimer Technology solely for the purpose of accessing and using the Licensed Materials as permitted by this Agreement. Licensee will not (a) reverse assemble, reverse engineer, decompile, or otherwise attempt to derive source code from any of the LeadPrimer Technology; (b) reproduce, modify, create, or prepare derivative works of any of the LeadPrimer Technology or related documentation; (c) distribute or display any of the LeadPrimer Technology or related documentation other than to Authorized Users; (d) share, sell, rent, or lease or otherwise distribute access to the LeadPrimer Technology, or use the LeadPrimer Technology to operate any timesharing, service bureau, or similar business; (e) create any security interest in the LeadPrimer Technology; (f) alter, destroy, or otherwise remove any proprietary notices or labels on or embedded within or on the LeadPrimer Technology or related documentation; (g) disclose the results of any LeadPrimer Technology or program benchmark tests to any third parties without LeadPrimer’s prior written consent; (h) employ any measure intended to circumvent limitations to purchased credits or Authorized Users; or (i) use automated means, such as bots or crawlers, to access any LeadPrimer Technology or extract information therefrom (except such means as are included within the LeadPrimer Technology, such as Integration Tools, or such other means as are expressly approved in advance in writing by LeadPrimer). Licensee may use LeadPrimer Technology only in accordance with this Agreement and not for the benefit of any third party, except with LeadPrimer’s express prior written permission.
2.5 Limitations on Use of the Services. Licensee shall use the Services in a responsible and professional manner consistent with the intended and permissible uses herein and consistent with standard industry practice. Licensee shall not override or circumvent, or attempt to override or circumvent, any security feature, control, or use limits of the LeadPrimer Technology. Licensee will not use the Licensed Materials or LeadPrimer Technology for commercial purposes not permitted under this Agreement and shall not designate any person as an Authorized User if Licensee has reason to believe such person is likely to use the Services on behalf of a third party or otherwise in violation of this Agreement. LeadPrimer may use technological means to place reasonable use limits to prohibit excessive use, including excessive downloads or screen views that indicate a violation of this Agreement, such as sharing with third parties or attempting to circumvent limitations to purchased credits (if applicable). If Licensee’s access to the Services is limited under this paragraph, it may request that the limit be removed, and LeadPrimer may remove or modify a particular limitation if it determines in its sole and absolute discretion that the proposed use by Licensee is in good faith and otherwise consistent with this Agreement.
2.6 Licensee Data. Licensee is solely responsible for all data, graphics, images, files, information, text, voice content, recordings, and other content and materials that are collected, uploaded, posted, delivered, provided, or otherwise transmitted or stored by Licensee in connection with Licensee’s use of the Services (collectively, “Licensee Data”), and Licensee represents and warrants that it has all rights and authority necessary to provide Licensee Data to LeadPrimer without violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights. Licensee shall be solely responsible for making any required notices (including without limitation any privacy notices required by applicable local, state, federal, and international laws and regulations) and for obtaining any required consents sufficient to authorize LeadPrimer’s performance of its obligations and exercise of its rights as set forth in this Agreement.
2.7 Unauthorized Access and Use. In the event LeadPrimer has a reasonable belief that Licensee or any Authorized User is engaged in or facilitated any unauthorized access or use of the Licensed Materials or LeadPrimer Technology in violation of this Agreement, LeadPrimer, in its sole discretion, may immediately suspend Licensee’s access to the Licensed Materials and/or LeadPrimer Technology until such violation is resolved to LeadPrimer’s reasonable satisfaction. LeadPrimer will have no liability to Licensee for such period of suspension and a suspension shall have no effect on the Term of this Agreement nor on Licensee’s obligation to pay the Subscription Fee.