Acceptable Use Policy for Premium Contact Information

Introduction

This Acceptable Use Policy ("AUP") outlines the appropriate usage of the SalesLeads’ Contact Information Service by SalesLeads Users ("Users").

By using this Service, Users agree to comply with all terms of this AUP.

We may amend, modify or substitute this AUP at any time and any such modification, amendment or substitution shall be posted within the SalesLeads Portal and Users will be notified through the Message notifications inside the portal used to access the Users' SalesLeads Subscription. Any updates will become automatically effective for all Users when posted.

Responsibility of the User

1. Users agree to use SalesLeads' services in a manner that is legal, appropriate and in conformity with industry standards and to respect the privacy of consumers.
2. In any use of the Data purchased from the SalesLeads Contact Information service, Users agree to comply with the Federal CAN-SPAM Act of 2003, Canada's Anti-Spam Legislation, the European Union Directive on Privacy and Electronic Communications (2002/58/EC), and all other applicable laws, regulations, and rules, including without limitation those regarding privacy and email marketing.
3. Users are solely responsible for the appropriate use of the data provided. SalesLeads shall not be held liable for any claim arising out of inappropriate or unauthorised use of the data, including electronic communications or 'spamming'.
4. User shall access and review the data only for their individual, internal company use. It is not acceptable to develop or derive for commercial sale any data in any format that incorporates or uses any of the information provided within the SalesLeads Portal and any data purchased through the Contact Information Service, except with the prior written consent of SalesLeads.

If Users breach any of the terms within this policy, SalesLeads may immediately remove access to the Contact Information Service. SalesLeads may also terminate or suspend access to your account.

SalesLeads (SalesLeads & Supply of the data)

In some cases, the data supplied is provided through third party data providers. SalesLeads has performed rigorous checks to ensure that the data within the SalesLeads Portal has been obtained fairly and lawfully.

Please note, that owing to the nature of the information provided, there may be occasion on which individuals have moved organisation and the data supplied is out of date. SalesLeads and it’s Partners have made every effort to ensure that the data provided is of the highest quality and accuracy, however does not take responsibility for occasions where this data has changed/been updated.

In the event that a SalesLeads customer can demonstrate a contact they purchased is no longer at the organisation they are said to be associated with (within 14 days or purchasing the record), SalesLeads will provide a credit for that record.

1. LICENSE: (a) This Agreement between SalesLeads and Licensee concerns one or more electronic databases developed and maintained by SalesLeads each consisting of (1) a proprietary database (the "Database") of commercial real estate information, including but not limited to, the information, text, and data contained therein (collectively, the "Information") and the proprietary organization and structures for categorizing, sorting and displaying such Information, and (2) related software (the "Software"). Those portions of the Software and Database that are licensed hereunder, including any updates or modifications thereto, and any information derived from the use of the Database, including as a result of the verification of any portion of the Information by Licensee, are collectively referred to herein as the "Licensed Product." (b) During the term of this Agreement, SalesLeads hereby grants to Licensee a nonexclusive, nontransferable license to use only those portions of the Licensed Product that are expressly identified on the Subscription Form, subject to and in accordance with the terms of this Agreement. (c) The Licensed Product may be used by no more than the number of users set forth on the Subscription Form and, except as set forth below, only at the site(s) specifically identified herein. All of such users (the "Authorized Users") must be individuals (1) employed by Licensee or an Exclusive Contractor of Licensee at a site identified on the Subscription Form and (2) included on SalesLeads list of Authorized Sites & Users for the Licensed Product. Licensee understands that each brokerage, research, analyst, appraiser, underwriter, asset manager, sales or other similar personnel at each licensed site must be an Authorized User and agrees to notify SalesLeads if the number of such individuals at a site exceeds the number of Authorized Users set forth in this Agreement. An "Exclusive Contractor" is defined as an individual person working solely for Licensee and not also for themselves or another company with commercial real estate information needs and performing substantially the same services for Licensee as an employee of Licensee.
2. USE: (a) Subject to the prohibitions set forth below, during the term of this Agreement, Licensee may use the Licensed Product for the following purposes in the ordinary course of its business. (b) Licensee shall not distribute, disclose, copy, reproduce, display, publish, transmit, assign, sublicense, transfer, provide access to, use or sell, directly or indirectly (including in electronic form), any portion of the Licensed Product, or modify or create derivative works of the Licensed Product. (c) Notwithstanding any other provision herein, Licensee shall not: (1) upload, post or otherwise transmit any portion of the Licensed Product on, or provide access to any portion of the Licensed Product through, the Internet, any bulletin board system, any electronic network, any listing service or any other data sharing arrangement not restricted exclusively to Licensee and the Authorized Users.
3. OWNERSHIP: Licensee acknowledges that SalesLeads and its licensors have and shall retain exclusive ownership of all proprietary rights to the Licensed Product, including all U.S. and international intellectual property and other rights such as patents, trademarks, copyrights and trade secrets. This is a license agreement and not an agreement for sale. Licensee shall have no right or interest in any portion of the Licensed Product except the right to use the Licensed Product as set forth herein. Licensee acknowledges that the Software, Database, Information and Licensed Product constitute the valuable property and confidential copyrighted information of SalesLeads and its licensors (collectively, the "Proprietary Information"). Licensee agrees to (a) comply with all copyright, trademark, trade secret, patent, contract and other laws necessary to protect all rights in the Proprietary Information, (b) not challenge SalesLeads and its licensor's ownership of (or the validity or enforceability of their rights in and to) the Proprietary Information. Licensee shall be liable for any violation of the provisions of this Agreement by any Authorized User and by Licensee's employees, Exclusive Contractors, affiliates and agents and for any unauthorized use of the Licensed Product by such persons. Without SalesLeads consent, Licensee may not use or reproduce any trademark, service mark or trade name of SalesLeads.
4. TERM: The term of this Agreement shall begin on the date of subscription or transactional purchase of any SalesLeads product, and shall continue for the initial term specified on the self-service signup page(the "Initial Term"), and shall expire at the end of such Initial Term, unless earlier terminated pursuant to the terms hereof. This Agreement shall continue thereafter for successive periods per the term specified in the Subscription Form (each such successive period being a "Renewal Term") commencing on the last day of the Initial Term or any Renewal Term, unless at least thirty (30) days prior to the last day of the Initial Term or any Renewal Term, either party has provided the other verbal and written notice of an intent not to renew. Licensee acknowledges that it is responsible for payment of License Fees for the entire Renewal Term unless the Agreement is canceled in accordance with the notice provisions of this paragraph. The "Start Date" shall be the date of dissemination by SalesLeads of an “Welcome” for such Licensed Product to Licensee.
5. TERMINATION: (a) Either party may terminate any portion of this Agreement in the event of: (1) any breach of a material term of this Agreement by the other party which is not remedied within thirty (30) days after written notice to the breaching party; or (2) the other party's making an assignment for the benefit of its creditors, or the filing by or against such party of a petition under any bankruptcy or insolvency law, which is not discharged within 30 days of such filing. (b) SalesLeads may terminate any portion of this Agreement immediately without further obligation to Licensee. Upon Licensee's breach of any term of this Agreement, all License Fees and all other fees payable hereunder shall become immediately due and payable in full, and in addition to the foregoing, SalesLeads remedies shall include any damages and relief available at law or in equity. If SalesLeads retains any third party to obtain any remedy to which it is entitled under this Agreement, SalesLeads shall be entitled to recover all costs, including attorney's fees and collection agency commissions, SalesLeads incurs.
6. LICENSED PRODUCT: During the term of this Agreement, SalesLeads will provide updated Information to Licensee, which updates may be provided through the Internet or in such other manner as determined by SalesLeads. Licensee is responsible for providing all hardware, software and equipment necessary to obtain and use the Licensed Product. Licensee is responsible for all charges necessary to access the Licensed Product. SalesLeads reserves the right to modify any part of the Licensed Product or the way the Licensed Product is accessed at any time, so long as such modifications do not significantly degrade the depth of Information provided to Licensee hereunder.
7. LIMITATION ON LIABILITY: (a) LICENSEE ACKNOWLEDGES THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, SALESLEADS AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND THIRD PARTY SUPPLIERS (COLLECTIVELY, THE "SALESLEADS PARTIES") WILL NOT BE HELD LIABLE FOR ANY LOSS, COST OR DAMAGE SUFFERED OR INCURRED BY LICENSEE OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO ANY FAULTS, INTERRUPTIONS OR DELAYS IN THE LICENSED PRODUCT, OUT OF ANY INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION CONTAINED IN THE LICENSED PRODUCT, REGARDLESS OF HOW SUCH FAULTS, INTERRUPTIONS, DELAYS, INACCURACIES, ERRORS OR OMISSIONS ARISE, OR FOR ANY UNAUTHORIZED USE OF THE LICENSED PRODUCT. (b) THE SALESLEADS PARTIES' AGGREGATE, CUMULATIVE LIABILITY RELATING TO THIS AGREEMENT AND USE OF THE LICENSED PRODUCT SHALL BE LIMITED TO LICENSEE'S ACTUAL, RECOVERABLE DIRECT DAMAGES, IF ANY, WHICH IN NO EVENT SHALL EXCEED THE TOTAL AMOUNT OF LICENSE FEES ACTUALLY PAID TO SALESLEADS UNDER THIS AGREEMENT DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE SUCH CLAIM AROSE. RECOVERY OF THIS AMOUNT SHALL BE LICENSEE'S SOLE AND EXCLUSIVE REMEDY. (c) UNDER NO CIRCUMSTANCES WILL ANY OF THE SALESLEADS PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, ARISING OUT OF, BASED ON, RESULTING FROM OR IN CONNECTION WITH THIS AGREEMENT OR ANY USE OF THE LICENSED PRODUCT, EVEN IF SALESLEADS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES IN THIS SECTION 10(c) IS INDEPENDENT OF LICENSEE'S EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS.
8. NO WARRANTIES: ALTHOUGH SALESLEADS MAKES EFFORTS TO PROVIDE AN ACCURATE PRODUCT, THE LICENSED PRODUCT AND ALL PARTS THEREOF ARE PROVIDED 'AS IS', 'WITH ALL FAULTS', AND 'AS AVAILABLE'. THE SALESLEADS PARTIES MAKE NO WARRANTIES. THE SALESLEADS PARTIES DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY