License Agreement

BY VISITING THIS SITE, THE LICENSEE ACKNOWLEDGES THAT THE LICENSEE HAS READ AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT.

This License Agreement (“License”) is made between MNI of Evanston, Illinois (“MNI”) and the customer (“Licensee”) licensing the use of certain copyrighted company profile data (“Data”) over a defined subscription period (“Subscription”) compiled by MNI and accessed through a web-based service (“IndustrySelect”). Licensee agrees, understands, and acknowledges the following:

The Data provided by MNI is proprietary in nature and protected by U.S. and international copyrights and other applicable laws and may only be used in accordance with the terms of this License.

The Data is licensed exclusively for Licensee’s own internal business use and may not be shared in whole or part with any third parties, partners, affiliates, subsidiaries, or parent or holding companies, used on behalf of any other company or individual, used to provide services to third parties, published or redistributed in any way, resold, sublicensed, or transferred to others. Licensee shall not use the Data to build, create, develop, enhance, improve, support, or operate any product, service, platform, dataset, system, or other asset whose primary purpose is to provide data, data-derived outputs, data-driven services, or information to any third party. Licensee shall also not use the Data in any way that substitutes for, replicates, or competes with MNI or any of its products or services. The Data may only be used for Licensee’s own internal sales, marketing, research, business development, and other internal operational and strategic business activities. Any use of the Data that results in a product, service, system, dataset, or output being sold, licensed, published, shared, or provided to any third party shall constitute a material breach of this License. All rights, title, and interest in and to the Data remain solely with MNI. MNI uses hidden seed records and other means to monitor Licensee’s use of the Data to ensure it is in accordance with this License.

Licensee shall not use the Data, in whole or in part, for purposes of determining or evaluating an individual’s eligibility for employment, credit, insurance, housing, or any other purpose governed by the Fair Credit Reporting Act (FCRA) or similar laws, and Licensee acknowledges that the Data is not a consumer reporting agency product and is not intended for such uses. In addition, Licensee acknowledges that the Data is not intended to be used as a credit, risk, underwriting, or eligibility decisioning tool for individuals or businesses, and shall not be relied upon for such purposes.

Licensee shall not use the Data to build, train, fine-tune, enhance, or operate any artificial intelligence system, machine learning model, large language model, algorithmic model, or similar system whose primary purpose is to provide data, data-derived outputs, or information services to any third party. Licensee shall not incorporate the Data into any dataset, corpus, model, or system that is sold, licensed, published, shared, or otherwise made available to any third party or used as part of any commercial or external-facing product or service.

Licensee shall not input the Data into any third-party artificial intelligence, large language model, or similar system in a manner that permits such system or provider to retain, learn from, train on, or otherwise use the Data to improve, train, or operate its models or services.

Without limiting the foregoing, Licensee shall not use the Data to sell, promote, license, offer, or provide any database, dataset, data product, data service, data feed, API, platform, system, analytics product, research product, market intelligence product, enrichment service, scoring system, or similar information product or service in any print or digital format, nor to use the Data as part of any product, service, platform, system, or offering that is made available to any third party, whether for commercial or non-commercial purposes.

Certain Subscription versions do not permit exporting of the Data and are intended for individual, on-screen research and one-at-a-time outreach only and may include daily viewing or access limits. Other Subscription versions may permit exporting of Data subject to the terms of this License and any applicable License Supplement. Licensee agrees not to attempt to bypass, scrape, harvest, automate, reverse engineer, systematically extract, transcribe, re-key, or otherwise circumvent any technical limits, access limits, speed limits, or export restrictions imposed by IndustrySelect.

During Licensee’s Subscription, records may be added or removed based on the results of MNI’s ongoing research efforts, and therefore the total number of records in the Data may fluctuate. In addition, individual data fields within records may be added, updated, corrected, or removed over time. This will have no impact on Licensee’s pricing.

While MNI has made every reasonable effort to ensure the validity of the Data and keep up with changes, the accuracy and completeness of the Data cannot be guaranteed. The Data is provided on an “as is” basis and there are no warranties, express or implied, that the Data is error free, complete, or current, and no refunds or credits are provided for inaccurate or incomplete Data. Licensee acknowledges that it has not relied on any representation or warranty not expressly set forth in this License. Licensee acknowledges that not every Data field is populated for every record.

It is Licensee’s sole responsibility to ensure that its use of the Data is in full compliance with all applicable federal, state, and local laws, statutes, and regulations for privacy, direct marketing, email, telemarketing, fax, and the use of personal information. Licensee is advised that some contacts listed in the Data may be physically located outside the U.S. and may be subject to additional data privacy laws or restrictions set by other countries.

Companies and contacts listed in Data have not “opted in” to be contacted by Licensee nor have undergone “opt out” processing. Any contact attempts made by Licensee are considered unsolicited. Licensee will promptly honor all requests by recipients not to be contacted again. Licensee assumes responsibility for any complaints from recipients regarding unsolicited communication in any form from Licensee or its representatives. Licensee will not disclose to any recipient that their personal information was obtained from MNI, refer to MNI by name or inference, nor suggest in any way that the recipient contact MNI to remove their information from MNI’s database.

While the use of the Data is at its own discretion, Licensee will not knowingly violate federal, state, or local laws, nor use the Data to promote products, services, or content that are illegal, illicit, harmful, hateful, inappropriate, or unsuitable for the intended audience. Licensee acknowledges that the Data, while intended for business-to-business use, could, in rare cases, include information relating to individuals under the age of eighteen without MNI’s knowledge or intent. Licensee is solely responsible for ensuring that its use of the Data complies with all applicable laws and regulations, including any laws governing communications with minors.

MNI cannot guarantee that the use of the Data will meet Licensee’s requirements or achieve a certain level of success. No refunds or credits are provided should Licensee’s use of the Data not produce the desired results. MNI shall not be liable for special, punitive, incidental, indirect, or consequential damages, loss of value, loss of production, loss of financial advantage, or loss of profit or business opportunities resulting from the use of the Data.

Licensee shall not share its login credentials for IndustrySelect with any other users or third parties and will not allow any third parties to access its IndustrySelect account(s) at any time. Each individual person accessing or utilizing the Data in any form must be individually licensed, even if the person does not need to access the Subscription directly.

While MNI has made every reasonable effort to ensure IndustrySelect will run free of errors under normal use, MNI cannot guarantee its operation will be uninterrupted or error free. MNI will take every reasonable step to ensure the highest amount of uptime possible but shall not be liable in the event of a limited or extended outage.

MNI will provide Licensee with reasonable assistance and technical support in connection with its use of IndustrySelect for the duration of the Subscription. MNI is not responsible for problems caused by changes or updates in Licensee’s operating system, web browser, or characteristics of its computer hardware or software that may affect its access to IndustrySelect or the Data. Further, MNI is not responsible for problems caused by the interaction of IndustrySelect or the Data with Licensee’s operating system, web browser, or other installed software.

IndustrySelect will perform substantially in accordance with the functionality described on MNI’s website or other materials provided to Licensee. Licensee acknowledges that MNI may add, remove, or modify features and functionality from time to time; provided, however, that IndustrySelect will remain substantially similar in purpose and overall functionality. MNI will notify Licensee of any material changes.

Failure to comply with any term or condition of this License will result in the termination of the License, and Licensee will be subject to all applicable legal remedies.

Because the Data can be printed and/or exported from IndustrySelect, MNI is unable to provide refunds or exchanges. All sales are final. Licensee was offered a demo and sample data file prior to purchase.

Licensee may use the Data in accordance with this License only while its Subscription is active. If Licensee chooses not to renew upon expiration, or its account is otherwise not in good standing, Licensee must immediately and permanently cease all use of the Data and any copies thereof for any outreach, marketing, prospecting, sales, mailing, emailing, calling, texting, or other business purposes. Any use of the Data after expiration or termination other than as expressly permitted under this License shall constitute a material breach of this License. This excludes recipients who have responded to Licensee’s outreach for more information or to make a purchase, or who have a prior business relationship with Licensee.

Notwithstanding the foregoing, Licensee may retain copies of the Data solely for archival, legal, compliance, recordkeeping, and suppression or do-not-contact purposes, provided that such retained data is not accessed, queried, exported, reactivated, or otherwise used for any business or outreach purpose. Licensee shall not transfer, resell, sublicense, repurpose, or otherwise make available the Data to any third party after expiration or termination.

At MNI’s request, Licensee shall promptly provide a written certification confirming that it has complied with the foregoing post-termination obligations. Licensee acknowledges and agrees that any breach of these post-termination obligations would cause irreparable harm to MNI for which monetary damages would be an inadequate remedy, and that MNI shall therefore be entitled to seek injunctive relief and any other remedies available at law or in equity, in addition to any other rights or remedies under this License. MNI further reserves the right, in its discretion and in connection with certain databases, categories of data, or circumstances, to require Licensee to permanently delete some or all Data and to execute an agreement attesting to such deletion.

The Data constitutes confidential and proprietary information of MNI and includes trade secrets. Licensee agrees to protect the Data using at least the same degree of care it uses to protect its own confidential and trade secret information, but in no event less than reasonable care, and not to disclose the Data to any third party except as expressly permitted by this License. These confidentiality obligations shall survive termination or expiration.

Licensee may not assign, transfer, or sublicense this License or its rights hereunder, whether by operation of law, merger, sale of assets, change of control, or otherwise, without MNI’s prior written consent.

Licensee will indemnify, defend, and hold harmless MNI and its respective representatives from any third-party claims that may arise related to the use of the Data, and agree that MNI’s total liability for any and all claims shall never exceed the purchase amount of the Subscription.

MNI shall not be liable for any failure or delay in performance due to events beyond its reasonable control, including acts of God, war, terrorism, labor disputes, power or internet outages, or governmental actions.

This License is governed by the laws of the State of Illinois. Any dispute shall be brought exclusively in the state or federal courts located in Illinois. Each party waives any right to a trial by jury. All provisions of this License are intended by their nature to survive termination.