Data License Agreement

Licensor may, at its sole discretion, grant Licensee a trial or evaluation license to access Licensed Data for testing purposes only. Evaluation licenses are time-limited, may be terminated by Licensor at any time without notice, and do not create any obligation on Licensor to provide a full Subscription. All restrictions in this Agreement apply to evaluation licenses.

Licensee may use Licensed Data to conduct direct mail campaigns, lawful telemarketing and outreach activities, internal data analysis and segmentation for campaign planning, and to integrate Licensed Data into Licensee's internal CRM or workflow tools solely for the Permitted Purpose.

Licensee shall not, directly or indirectly:

• Use, modify, distribute, or disclose Licensed Data beyond what is expressly permitted in §3.2.
• Sell, transfer, rent, sublicense, or otherwise make Licensed Data available to any Third Party.
• Share login credentials, API keys, or access tokens with any unauthorized person or entity.
• Combine Licensed Data with unrelated data sources to create a new data product for distribution or commercial use.
• Remove, alter, or obscure any copyright notice, proprietary legend, or attribution associated with Licensed Data.
• Use Licensed Data to build, train, or improve any competing data product, AI model, or lead generation service, or for benchmarking or competitive analysis against Licensor.
• Use Licensed Data for any unlawful purpose, or in violation of any applicable federal, state, or local law.
• Circumvent subscription limits, access controls, or fee structures.
• Store or reproduce Licensed Data beyond what is reasonably necessary for the Permitted Purpose and the License Term.
• Reference, name, or identify RefinedLeads as a data source in any advertisement, promotional, or marketing material.

If Licensee's Subscription includes API access, Licensee must use the API solely for internal business purposes in accordance with its Subscription and Licensor's documentation. Licensee may not use the API to sublicense, resell, share, or distribute Licensed Data to Third Parties, provide data services to Third Parties, exceed subscription limits or fees, or develop competing products.

Any Compilation or derivative work created by Licensee using Licensed Data as a material input shall not be distributed, sold, or licensed to any Third Party. Licensor retains all rights in the underlying Licensed Data incorporated into any such Compilation or derivative work.

No rights are granted to Licensee except as expressly set forth in this Agreement.

Upon cancellation or non-renewal of Licensee's Subscription, this Agreement and the license granted herein terminate automatically at the end of the then-current billing period. Licensee's right to access or use Licensed Data ceases upon termination.

Upon termination for any reason, Licensee shall promptly delete or destroy all Licensed Data in its possession or control, including any copies stored in CRM systems, databases, or other tools, except to the extent retention is required by applicable law. Upon Licensor's written request, Licensee shall certify such deletion in writing within ten (10) business days.

AI-Generated Outputs are produced through machine learning systems and are inherently probabilistic. Scores, rankings, and enrichments reflect statistical inference and may not accurately describe any individual record. Licensor expressly disclaims any warranty that AI-Generated Outputs will result in successful leads, conversions, or campaign performance of any kind.

Skip Tracing Data is compiled from multiple third-party sources and may contain outdated, incomplete, or inaccurate contact information. Licensor is not liable for any communication made in reliance on Skip Tracing Data, including misidentification of individuals or use of incorrect contact details.

Licensee acknowledges that it is solely responsible for verifying the suitability of Licensed Data for its intended use before conducting any outreach, and that it relies on Licensed Data at its own risk.

Licensee is solely responsible for obtaining any legally required consents prior to conducting outreach, maintaining opt-out records, and honoring opt-out requests in accordance with applicable law.

Licensee shall scrub Licensed Data against applicable federal and state Do-Not-Call registries prior to conducting any telemarketing activities.

If compliance with any term of this Agreement becomes impossible or impracticable due to a change in applicable law or regulation, Licensee shall notify Licensor in writing immediately and comply to the maximum extent legally permissible. Licensor and Licensee shall work in good faith to modify the affected terms as necessary.

Licensee shall not represent to any individual that RefinedLeads is the source of their contact information, and shall not use RefinedLeads's name in connection with any outreach campaign.

Any permitted internal copies or reproductions of Licensed Data must include: (a) all applicable copyright and proprietary notices; (b) a disclaimer of warranties consistent with §6; and (c) a reference to this Agreement. Licensee shall not remove, alter, or obscure any proprietary legend or attribution on Licensed Data.

All Licensed Data, including AI-Generated Outputs, remains the exclusive property of Licensor or its data suppliers. This Agreement does not transfer any ownership interest in Licensed Data to Licensee. Licensee acquires only the limited license rights expressly set forth herein.

Licensee shall notify Licensor in writing within forty-eight (48) hours of discovering any actual or suspected unauthorized access to or disclosure of Licensed Data. Licensee is solely responsible for any notification obligations to affected individuals or regulatory authorities arising from a breach caused by Licensee's acts or omissions.

Licensee shall treat all Licensed Data as Confidential Data and shall implement reasonable administrative, technical, and physical safeguards to prevent unauthorized access, disclosure, or misuse. Licensee shall not disclose Licensed Data to any Third Party except as expressly permitted under §3.2.

Licensee shall restrict access to Licensed Data to employees, contractors, and agents who: (a) have a legitimate need to access the data for the Permitted Purpose; and (b) are bound by confidentiality obligations no less protective than those in this Agreement.

Licensee is responsible for maintaining the security of all login credentials, API keys, and access tokens. Licensee shall not share credentials with any unauthorized person and shall notify Licensor immediately upon discovering any unauthorized use of or access to Licensee's account.

Either party may terminate this Agreement upon cancellation of Licensee's Subscription in accordance with the Terms and Conditions.

Licensor may terminate this Agreement immediately upon written notice if: (a) Licensee materially breaches any provision of this Agreement and fails to cure within five (5) business days of written notice; (b) Licensee uses Licensed Data for any prohibited purpose under §3.3; (c) Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or (d) Licensor reasonably determines that Licensee's use of Licensed Data creates material legal or regulatory exposure for Licensor.

Upon termination for any reason, the license granted under §3 terminates immediately and all Licensed Data use must cease. Sections 1, 6, 8, 9, 11, 12, and 13 survive termination indefinitely.

In no event shall Licensor be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement or Licensee's use of Licensed Data, even if Licensor has been advised of the possibility of such damages.

Licensor's total aggregate liability to Licensee under this Agreement shall not exceed the total Subscription fees paid by Licensee to Licensor in the three (3) months immediately preceding the event giving rise to the claim.

Nothing in this Agreement limits either party's liability for gross negligence, willful misconduct, or fraud.

This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflict-of-law principles.

Any dispute arising from or relating to this Agreement shall be resolved in accordance with the arbitration and dispute resolution provisions set forth in the Terms and Conditions, including the binding AAA arbitration clause and class action waiver contained therein.

Licensee may not assign or transfer this Agreement or any rights hereunder without Licensor's prior written consent. Licensor may assign this Agreement without consent in connection with a merger, acquisition, or sale of substantially all of its assets.

This Agreement, together with the Terms and Conditions, constitutes the entire agreement between the parties with respect to the subject matter hereof. In the event of conflict between this Agreement and the Terms and Conditions on data-specific matters, this Agreement controls.

If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force and effect.

Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce such provision in the future.

This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures are valid and binding.

By accepting this Agreement, Licensee consents to receive all notices, communications, and updates related to this Agreement electronically, including by email. Electronic notices satisfy any legal requirement that notice be provided in writing.