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ATTENTION: PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS WEBSITE. USING THIS WEBSITE INDICATES THAT YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS ("TERMS"), DO NOT USE THIS WEBSITE

BoothCrawler, LLC License Agreement

The Following Does not Apply to Free Trial Accounts or Demo Accounts which were provided directly to the user by BoothCrawler. Contracts executed in writing between BoothCrawler and Licensee Company supersede this click-through agreement in areas where they conflict except for the "Amount of Contacts" provision. This License Agreement (this "Agreement") is made effective as of the "Effective Date" between BoothCrawler, LLC ("Licensor") and Licensee. We may update these Terms & Conditions from time to time without notice to you. You agree that it is your responsibility to review the Site and these Terms & Conditions periodically to learn of any modifications.

In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. CONTENT OF LICENSED MATERIALS; GRANT OF LICENSE

The materials that are the subject of this Agreement shall consist of all electronic information published or otherwise made available by Licensor (hereinafter referred to as the "Licensed Materials").

Licensor hereby grants to Licensee non-exclusive use of the Licensed Materials and the right to provide the Licensed Materials to Authorized Users in accordance with this Agreement.

2. DELIVERY/ACCESS OF LICENSED MATERIALS TO LICENSEE

Licensor will provide the Licensed Materials to the Licensee in the following manner:

Online Access. The Licensed Materials will be stored securely at one or more Licensor locations in digital form accessible by Licensee with usernames and passwords provided to Licensee by Licensor.

3. FEES

Licensee shall make an annual subscription payment in accordance with the payment terms on their initial invoice which will entitle Licensee access to Licensor's service. There are no refunds or prorated credits. Licensee may provide the Licensed Material to individuals authorized by Licensee or on behalf of the License referred to as "Authorized Users." Licensee agrees to give permission to BoothCrawler to use Licensee's name and logo for marketing efforts. Licensee agrees that all terms of this Agreement, including but not limited to pricing and access, shall be confidential and not shared with any parties outside of this Agreement.

4. AUTHORIZED USE OF LICENSED MATERIALS

Authorized Users. "Authorized Users" are:

Persons Affiliated with Licensee. Full and part time employees of Licensee.  Non-Employee users of Licensed Materials must be granted express permission of use by Licensor.

Authorized Uses.

Licensee shall access and use the Database solely for the following purposes: (a) to view the licensed information in the Database; (b) to call persons in the database, to send information or materials to persons or institutions found in the Database ("Database Contacts"); and (c) to download and print selected information from the Database. In addition, Licensee shall abide by the following restrictions: (1) Licensee shall not permit any third party, including, Licensee's employees who are not listed as Permitted Users, to use Licensee's password or otherwise access the Database; (2) Licensee shall not redistribute, sublicense, transfer, sell, offer for sale or disclose information from the Database to any third party, nor will Licensee incorporate information obtained from the Database into Licensee's own products or services, and (3) after termination, Licensee will cease using any information it has obtained from the Database. Licensee shall not remove, obscure or modify any copyright or other notices included in the Licensed Materials.Licensee is solely responsible for any information or materials Licensee, and any individuals gaining access to the Site or the Database via Licensee's password(s), send to any Database Contact. Licensee acknowledges that Licensor has no control over the information or materials that Licensee sends. Licensee shall take appropriate precautions by instruction or agreement of Licensee's employees permitted access to the Database to ensure that they take no action inconsistent with Licensee's obligations under this Agreement. Licensee may not use or transmit any portion of the Database and/or downloaded information electronically or otherwise, unless such use or transmission specifically relates to the Licensee's business and which specifically complies with this Section.

CRM Integration. Licensee may integrate Licensed Materials into CRM Systems available to authorized users only.  Licensed Materials must be labeled in CRM Systems with the leadsource of BoothCrawler.

5. LICENSOR PERFORMANCE OBLIGATIONS

Access to BoothCralwer Database-Licensee receives access to Licensor's BoothCrawler DatabaseBoothCrawler Database contains detailed contact information (email, phone numbers, address, etc.) taken from the business cards obtained by BoothCrawler at Tradeshows ofboth public and private organizations. BoothCrawler Database also may include images of the business card which Licensee can use to verify the accuracy of the data contained in the BoothCrawler Database.

Amount of Contacts in BoothCrawler Database-The amount of contacts in the BoothCrawler Database can change at any given time and as such, no gaurantee is made in regards to the amount of contacts in the database at any given time.

All New Business Cards and Contact Data--Licensee will be entitled to receive images of all new Business Cards and Contact data which Licensor develops as part of its datasets Licensed in Section 3 during the course of the Term for no additional fee. 

Support. Licensor will offer activation or installation support, including assisting with the integration with Licensee's internal CRM systems. Licensor will offer reasonable levels of continuing support to assist Licensee and Authorized Users in use of the Licensed Materials. Licensor will make its personnel available by email, online chat, phone or fax for feedback, problem-solving, or general questions.

6. LICENSEE PERFORMANCE OBLIGATIONS

Licensee represents and warrants to Licensor that: (i) Licensee has the right, authority, and ability to conduct your business as it is currently being conducted; and (ii) Licensee's use of the Database or the Sites shall be strictly in accordance with all applicable laws, rules, regulations and ordinances.

Further, Licensee represents, warrants and covenants that it will not, in connection with its use and access of the Database, the Sites, Services or Licensed Materials: (i) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law; (ii) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; (iii) attempt to gain unauthorized access to the Services or the Licensors accounts of others; (iv) use the Sites, Database or Services, or any part thereof, to harass or harm any other User or any other person in any way; (v) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; (vi) interfere with or disrupt the Sites or servers of networks connected to the Sites, or disobey any requirements, procedures, policies or regulations of networks connected to the Sites; (vii) disparage, defame, libel or make untrue, malicious, offensive statements about Licensor or the Sites, or (viii) use the Sites or Services to violate any applicable, local, state, national or international law or regulation.

 

Provision of Notice of License Terms to Authorized Users

Licensee shall make reasonable efforts to provide Authorized Users with appropriate notice of the terms and conditions under which access to the Licensed Materials is granted under this Agreement including, in particular, any limitations on access or use of the Licensed Materials as set forth in this Agreement.

Protection from Unauthorized Use

Licensee shall use reasonable efforts to inform Authorized Users of the restrictions on use of the Licensed Materials. In the event of any unauthorized use of the Licensed Materials by an Authorized User, (a) Licensor may terminate such Authorized User's access to the Licensed Materials. Licensor shall take none of the steps described in this paragraph without first providing reasonable notice to Licensee and cooperating with the Licensee to avoid recurrence of any unauthorized use.

Ownership of the Database and Intellectual Property

Licensee acknowledges and agrees that the Sites, the Database, and any related documentation (including, without limitation, the content, layout, functions, design, appearance, trademarks, service marks, copyrights, patents and other intellectual property comprising the Database and the Sites) are the proprietary intellectual property (the "Intellectual Property") of Licensor, whether or not copyrighted or patented. Licensee further agrees that the original and any copies of the Database are and shall at all times be the sole and exclusive property of Licensor and Licensee agrees that Licensee will take no action in contravention of this fact. The Database contains information that is created and maintained by Licensor at great effort and expense, and the Database structure created and maintained by Licensor, under which the information is stored and retrieved, is unique and highly valuable. Licensee does not and will not acquire any ownership in the Database or any part thereof, including information voluntarily provided by Licensee to Licensor that is incorporated into the Database. Information from the Database that Licensee prints, saves or incorporates into other materials, only as allowed by any this Agreement, is licensed to Licensee and not owned by Licensee.  To the fullest extent recognized by current and future law, Licensee agrees that Licensor's Intellectual Property is and will be a protectable asset of Licensor.

 

7. NOTICES

Any notices or other communications required hereunder shall be in writing and shall be deemed given when delivered in person or when mailed, by certified or registered first class mail, postage prepaid, return receipt requested, addressed to the parties at their addresses specified in the preamble to this Agreement.

8. GOVERNING LAW

This Agreement shall be construed in accordance with and governed for all purposes by the laws of North Carolina applicable to contracts executed and wholly performed within such jurisdiction. Any dispute arising hereunder shall be referred to and heard in only a court located in North Carolina.

9. DEFAULT

In the event the Licensee is in default of any of the terms or obligations of this agreement, said default shall constitute grounds for termination of the Agreement.  Licensor shall be entitled to damages, attorney's fees, costs of filing any legal action or proceeding and/or any other damages determined by a Court of Law or jury. Chargebacks to credit card issuers are considered a default for the purposes of this agreement.  The licensee will be responsible for a twenty percent fee in addition to the subscription cost and other collection costs in the event of a chargeback. Additionally, licensee will be charged a fee of twenty percent of the subscription cost and all related collection fees if licensee, its employees, or affiliates in anyway disparage, defame, libel or make untrue, malicious, offensive, or any negative statements about Licensor or the Sites on any other sites, review sites, social networks, etc.

10. TERM AND TERMINATION

10.1 Term. The term of this Agreement is specified in the Invoice.

10.2 Automatic Renewal. Upon the completion of the current term, whether the original or a renewed term, this Agreement shall automatically renew for a successive term equal to the length of the initial term, unless either party notifies the other in writing of its intent not to renew at least thirty (30) days prior to the end of the then-current term. Upon renewal, the Subscription Fee shall equal the Subscription Fee of the prior term plus 5% of the Subscription Fee of the prior term. Licensee authorized their credit card on file to be charged by BoothCrawler for any renewal term fees. If there is no credit card on file then an invoice will be issued and due upon receipt.

11. INDEMNIFICATION

Each party agrees to indemnify, defend and hold the other party, its officers, directors, employees, shareholders, agents, partners, successors and permitted assigns, harmless from and against any and all actual or threatened claims, liabilities, demands, causes of action, damages, losses and expenses, including, without limitation, reasonable attorneys' fees and costs of suit (collectively "Claims"), arising out of or in connection with (a) such party's (including its employees, agents and contractors) gross negligence or willful misconduct resulting in personal injury or property damage, or (b) such party's actual or alleged violation of any foreign or U.S. (federal, state or local) law, rule or regulation; provided, however, that such indemnification, defense and hold harmless provisions shall not apply to the extent of the gross negligence or intentional acts or omissions, violations of law, or material breaches of this Agreement by the party (or any of its officers, directors, employees or contractors) claiming indemnification. In addition, Licensee agrees to indemnify, defend and hold Licensor, its officers, directors, employees and contractors harmless from and against any and all actual or threatened Claims, arising out of or in connection with (x) Licensee's sending of any information, messages or materials to any Database Contact (including, but not limited to, through e-mail, mail or fax), or (y) the use of any Database information or Services by any third party to whom Licensee has granted access to the Database (including access obtained through use of the user names and passwords assigned to Licensee and its personnel).