License Agreement

Updated: July 26th, 2019

TERMS OF SERVICE

These Terms of Service together with the applicable Quote (collectively, the “Agreement”) govern your use of our website (the “Site”) and the Services (as defined below), which are owned or operated by List Partners LLC (“List Partners LLC”, “we”, “our” or “us”). Our Privacy Policy, available at https://www.winmo.com/company/privacy-policy/, is incorporated by reference into this Agreement. Please read this Agreement and the Privacy Policy carefully before you access the Services, as this Agreement forms a binding legal agreement between you and List Partners LLC.

This Agreement may apply to you individually, the business or other legal entity user you represent, or both. If you are using the Site or Services on behalf of a company or other legal entity, you hereby represent and warrant that you have the authority to enter into this Agreement on behalf of such entity. By accessing, registering for or using the Services, you: (1) acknowledge that you have read and understand this Agreement; (2) agree to be bound by it in its entirety; and (3) are entering into a legally binding agreement with us. As used in this Agreement and unless separately identified as applicable to either an individual or entity, “you” and “your” refer to both you individually and the entity on behalf of which you are entering into this Agreement.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THE SERVICES. YOUR USE OF OUR SERVICES REQUIRES YOUR ACCEPTANCE OF THIS AGREEMENT AS IT MAY BE AMENDED FROM TIME TO TIME, INCLUDING THE POLICIES INCORPORATED BY REFERENCE HEREIN, WHICH INCLUDES THE PRIVACY POLICY.

1. Definitions

1.1 Authorized Users: your employees who are registered with List Partners LLC. For the avoidance of doubt, the Excluded Users do not constitute, and may not be deemed to be, Authorized Users without express written approval from List Partners LLC.
1.2 Excluded Users: your non-employee personnel, including, without limitation, your independent contractors, agents and representatives, and the employee and non-employee personnel of your affiliates, subsidiaries and parent companies, respectively.
1.3 Quote: The ordering document agreed upon by You and List Partners LLC that sets out the Services, Services Fee and payment terms.
1.4 Services: Business consulting and marketing services.
1.5 Services Fee: The annual fee payable to List Partners LLC for the Services as set out in the Quote.

2. Services

List Partners LLC will provide you with the Services during the Term in accordance with this Agreement. Services shall commence upon payment of Services Fees or execution of a Purchase Order.

3. Restrictions

3.1 You may use the Services only for your internal business requirements and performing administration functions related to those business requirements.
3.2 You may not allow any Excluded Users or other third parties to access, receive or otherwise use the Services or Proprietary Information.
3.3 Only Authorized Users may access, receive, and use the Services and Proprietary Information. Authorized Users may not share any passwords or other information necessary to receive the Services with anyone.
3.4 You may add or remove Authorized Users at any time by speaking with your designated Account Manager at List Partners LLC.
3.5 If List Partners LLC determines that you have exceeded the maximum number of Authorized Users as set forth on the Quote or that individuals other than Authorized Users are accessing, receiving or using the Services or any Proprietary Information, you will have two days to adjust the number of Authorized Users to conform to the Quote or otherwise cure the identified issue. Failure to do so may result in additional charges or the suspension or termination of the Services by List Partners LLC in its discretion. The number of Authorized Users permitted under the Quote may be amended upon Your request by written consent of List Partners LLC.
3.6 You are responsible for any and all activity occurring (a) under your Authorized Users’ accounts or (b) with the use of the usernames, passwords or other login credentials associated with such accounts.
3.7 The amount of Proprietary Information (as defined below) the Authorized Users may access is determined by the Quote or displayed within the Service.

4. Protection of List Partners LLC’s Proprietary Information

4.1 Any non-public information of List Partners LLC you receive through use of the Services, including but not limited to proprietary information (collectively, the “Proprietary Information”), is the property of List Partners LLC and may constitute valuable trade secrets. You acknowledge that List Partners LLC derives value from such Proprietary Information not being generally known and agree to use commercially reasonable efforts to protect such Proprietary Information. The Services and Proprietary Information are licensed, not sold. List Partners LLC reserves all rights not expressly granted in the Agreement.
4.2 You may view or print Proprietary Information only for your own internal purposes. Your Authorized Users may not distribute Proprietary Information to anyone other than Your employees who have a need to access such Proprietary Information. Authorized Users may not post any Proprietary Information to any news
groups, mailing lists, bulletin boards, websites, or business or social networking services. You will inform all of your Authorized Users of these restrictions.
4.3 The Proprietary Information comprises: (i) works of original authorship, including compiled information containing List Partners LLC’s selection, arrangement and coordination and expression of pre-existing material it has created, gathered or assembled; (ii) trade secret and other confidential information, including data of the List Partners LLC and other information that derives value or potential value from not being readily known or available; and (iii) information that has been created, developed and maintained by List Partners LLC at great expense, such that misappropriation or unauthorized use by others for commercial gain would unfairly and/or irreparably harm List Partners LLC or reduce List Partners LLC’s incentive to create, develop and maintain the Proprietary Information and provide the Services. You will not commit or permit any act or omission that would contest or impair List Partners LLC’s intellectual property rights in the Proprietary Information, that would cause the Proprietary Information to become generally known, or that would cause the Proprietary Information or List Partners LLC to infringe the proprietary or intellectual property rights of a third party.
4.4 You may distribute Proprietary Information within Your company solely for your own exclusive, confidential and internal use during the Term. You will comply with all applicable Federal and state laws, including without limitation those laws concerning fax broadcasts, email transmissions (in particular the CAN-SPAM Act and Canada’s Anti-Spam Law, including the creation and proper use of house email suppression lists), and direct marketing. You are specifically prohibited from: (a) sending commercial electronic messages without the recipient’s consent (permission), including messages to email addresses and social networking accounts, and text messages sent to a cell phone where applicable (b) using or permitting the use of Proprietary Information to prepare an original database or to compare List Partners LLC’s Services with comparable services provided by others; (c) using or permitting the use of Proprietary Information for the purpose of compiling, enhancing, verifying, supplementing, adding to, or deleting from any mailing list, business directory, or other compilation of information that is sold, rented, published or furnished in any manner to a third party; or (d) using or permitting the use of Proprietary Information in connection with any individual credit, employment or insurance applications.
4.5 You may not use any automated processes to access the Services, such as spiders, bots or scrapers.
4.6 List Partners LLC may, but has no obligation to, monitor the activity occurring under Your Authorized Users’ accounts to ensure compliance with this Agreement. If You or your Authorized Users violate or threaten to violate any provision contained in this Section, such violation or threatened violation will cause irreparable injury to List Partners LLC and the remedy at law for any such violation or threatened violation may be inadequate. In the event of such violation or breach, List Partners LLC will be entitled to an immediate injunction against further improper use or distribution of the Proprietary Information, in addition to all other rights and remedies available to it, including, without limitation, recovery of damages.

5. Fees

5.1 You understand and agree that pricing is based on the number of Authorized Users agreed upon, and You shall pay the annual Services Fee for each such Authorized User. Following the Initial Term, List Partners LLC may change the Services Fees by notifying You of the change in writing at least thirty (30) days in advance.
5.2. Annual Services Fees are not refundable except as expressly provided for in this Agreement.

6. Term and Termination

6.1 The initial term of this Agreement is for twelve (12) months (the “Initial Term”), unless stated otherwise in the Quote.
6.2 This Agreement will automatically renew for a subsequent twelve (12) month term (“Renewal Term,” and together with the Initial Term, the “Term”) unless You provide written notice to List Partners LLC evidencing your intent not to renew the Agreement at least 30 days before the end of the then-current term.
6.3 Either party may terminate this Agreement without cause by providing thirty (30) days written notice to the other party.
6.4 List Partners LLC may terminate this Agreement immediately, without further notice, for a violation of any provision of Section 4 of this Agreement (Protection of Proprietary Information).
6.5 Either party may terminate this Agreement by providing written notice of a material breach of any of the breaching party’s obligations, restrictions, representations or warranties; provided, however, that the breaching party shall have thirty (30) days from receipt of the notice to cure the breach.
6.6 Upon termination of this Services Agreement for any reason, You will immediately destroy any documents or electronically stored information containing Proprietary Information, and will provide List Partners LLC with documentation of such destruction upon request.
6.7 Any sections or agreement which by their nature should survive or are otherwise necessary to enforce the purpose of this Agreement, will survive the termination of this Agreement and termination of the Services. Any non-renewal or termination of this Agreement or the Services does not relieve You from Your obligation to pay List Partners LLC any amounts owed to List Partners LLC and You remain responsible for all such amounts. You will not be entitled to a refund of any subscription fees already paid to List Partners LLC except as may be expressly provided herein. List Partners LLC shall be entitled to recover its reasonable attorney’s fees and collection costs if it prevails in connection with any legal action it takes against You to recover past due amounts owed to List Partners LLC under this Agreement.

7. Assignability

7.1 List Partners LLC may assign or transfer its rights and obligations under this Agreement at any time and without prior notice to You.
7.2. You may not transfer your rights under this Agreement to any third party. If You are merged, consolidated or sold, or if You sell or transfer all or substantially all of Your assets relating to the use of the Services, You may transfer Your rights and obligations under this Agreement to the surviving or buying entity only upon receiving prior written consent of List Partners LLC, and the successor must assume the terms and conditions of this Agreement in a manner acceptable to List Partners LLC. Any assignment made in violation of this Section is null and void.

8. Disclaimer of Warranty

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NO WARRANTY OR ASSURANCE, EXPRESS, IMPLIED, OR STATUTORY, IS GIVEN BY LIST PARTNERS LLC WITH RESPECT TO THE SERVICES, PROPRIETARY INFORMATION, OR ANY OTHER MATTER, INCLUDING, WITHOUT LIMITATION (AND LIST PARTNERS LLC SPECIFICALLY DISCLAIMS) ALL WARRANTIES OF TITLE, NONIFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. LIST PARTNERS LLC DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR FREE OR UNINTERRUPTED OR PROVIDE ANY GUARANTEE AS TO THE ACCURACY OR COMPLETENESS OF THE SERVICES, WHICH CUSTOMER IS SOLELY RESPONSIBLE FOR. CUSTOMER ACKNOWLEDGES THAT THE INTERNET, INCLUDING THE TRANSMISSION OF DATA OVER THE INTERNET OR STORAGE OF DATA ON HARDWARE CONNECTED TO THE INTERNET, POSES INHERENT RISKS OUTSIDE THE CONTROL OF LIST PARTNERS LLC SUCH THAT LIST PARTNERS LLC IS NOT RESPONSIBLE FOR ANY UNAUTHORIZED ACCESS TO SUCH DATA.

9. Limitations of Liability

9.1 UNDER NO CIRCUMSTANCES WILL LIST PARTNERS LLC, ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS OR OTHER THIRD PARTY PARTNERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY; INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM LOST PROFITS, LOST DATA, LOSS OF BUSINESS OR BUSINESS INTERRUPTION, WHETHER DIRECT OR INDIRECT, ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF LIST PARTNERS LLC HAS BEEN ADVISED OF THE POTENTIAL FOR SUCH DAMAGES OR THEY WERE FORESEEABLE. YOUR SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SERVICES.
9.2 WITHOUT LIMITING SECTION 9.1, THE LIABILITY OF LIST PARTNERS LLC, ITS AFFILIATES, AGENTS AND LICENSORS, IF ANY, ARISING OUT OF ANY LEGAL CLAIM (WHETHER IN CONTRACT, TORT OR OTHERWISE) IN ANY WAY CONNECTED WITH THE SERVICES OR PROPRIETARY INFORMATION PROVIDED BY LIST PARTNERS LLC SHALL NOT EXCEED THE AMOUNT YOU PAID TO LIST PARTNERS LLC FOR THE SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY. YOU MUST BRING ANY SUCH CLAIMS WITHIN TWELVE (12) MONTHS OF THE FIRST TO OCCUR OF (A) THE TERMINATION OR EXPIRATION OF THIS AGREEMENT, OR (B) THE FIRST OCCURRENCE GIVING RISE TO SUCH CLAIMS.
9.3 SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY. IN SUCH STATES OR JURISDICTIONS, LIST PARTNERS LLC’S LIABILITY TO YOU SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.

10. Indemnification

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS LIST PARTNERS LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND ANY THIRD PARTY INFORMATION PROVIDERS FROM AND AGAINST ALL CLAIMS, LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING ATTORNEY’S FEES, ARISING FROM, RELATING TO, OR CONNECTED WITH ANY ALLEGED BREACH OF THIS AGREEMENT BY YOU OR YOUR USE OF THE SERVICES.

11. Miscellaneous

11.1 List Partners LLC may change the terms of this Agreement at any time. The changes will appear in this document, which you can access at any time the Site. You agree to be bound to such changes by using the Services after changes are made to this Agreement.
11.2 Neither party shall be responsible for failures or interruptions of communications facilities or equipment of third parties, electricity shortages, blackouts, or power failures, labor strikes or slowdowns, shortages of resources or materials, natural disasters, world events, acts of terrorism, delay or disruption of shipment or delivery, trespass or interference of third parties, or similar events or circumstances outside its reasonable control. As part of providing You the Services, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services; if You opt-out of receiving such communications, You may no longer have full functional use of the Services.
11.3 List Partners LLC may provide links to third party web sites and references to products and services offered by third parties. These are provided for convenience only and do not constitute an endorsement or approval by List Partners LLC of the organizations that operate such web sites or provide such goods or services or the goods and services provided. Because List Partners LLC has no control or responsibility over web sites or services maintained or provided by other organizations, or for products and services offered by third parties, List Partners LLC is not liable for Your use of any of the foregoing.
11.4 If any provision of this Agreement is invalid under applicable law, the remaining provisions will continue in full force and effect.
11.5 This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Georgia excluding its principles of conflicts of law. You consent to the jurisdiction of the applicable state and federal courts in Georgia for any legal action arising out of an alleged breach of this Agreement.
11.6 This Agreement together with the applicable Quote constitutes the entire agreement between the parties, and may not be amended except in writing and signed by both parties hereto.