THIS DOCUMENT IS A LICENSE AGREEMENT BETWEEN YOU (“LICENSEE”) AND LEADERSHIP DIRECTORIES, INC. (DOING BUSINESS AS LEADERSHIP CONNECT [LC]) FOR THE PRODUCT AND DATA DESCRIBED HEREIN. BY ACCESSING THE PRODUCT, LICENSEE IS DEEMED TO HAVE AGREED TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THE FOLLOWING AGREEMENT.

 

Definitions. “Product” means Leadership Connect or Leadership Online, comprising the collection of online products referred to by the individual names of “Leadership Connect,” “Leadership Networks,” “Leadership Congress,” “Leadership Federal Insight,” “Leadership Federal,” “Leadership State-Muni,” “Leadership Companies,” “Leadership Law,” “Leadership Media,” “Leadership Health,” “Leadership Nonprofits,” and “Leadership Mobile” and including any computer software, data, and databases contained within the Product, and associated media and printed materials provided by LC as necessary for use of the Product as described herein. “Data” means any data contain in whole or in part within LC product. “Authorized User” means an employee of Licensee whom Licensee has identified to LC for purposes of issuing a user ID for access to the Product.

 

Grant of License. Subject to the terms and conditions of this Agreement, LC hereby grants to Licensee, during the Term: A non‐exclusive, non‐transferable, limited license to (i) access and use the Product and the Data solely within the scope of this license for up to the number of Authorized Users as agreed by LC; (ii) assign passwords only to Authorized Users; (iii) download for one-time use only in other applications no more than the number of records for which the specified license fee has been paid in connection with this License. For the avoidance of doubt, Licensee cannot export Data, in whole or part, and store in a CRM system, email service, or proprietary application without expressed authorization from LC.

 

Payment of License Fee. As consideration for the license rights granted herein, Licensee shall pay to LC the license fee specified by LC for the applicable scope of rights and number of Authorized Users and permissible downloads, which license fee shall be paid by Licensee upon execution of this Agreement and before the commencement of any use of the Product or Data authorized under the Agreement, or, in the case of a renewal of a current license agreement by an existing Licensee, within ten (10) days after the commencement of the current Term.

 

Restrictions and Covenants of Licensee.  Licensee shall: (i) adopt and enforce such internal policies, procedures, and monitoring mechanisms as are necessary to ensure that the Product and Data are used and accessed only by Authorized Users and only in accordance with the terms of this Agreement; and (ii) take all steps necessary to ensure that no person or entity will have unauthorized access to the Product or Data.

 

Licensee shall NOT do or permit others to do any of the following: (i) use, copy, modify, sell, sublicense, rent, lease, transfer, assign, resell, distribute, or otherwise disseminate the Product or any Data, except as expressly and specifically authorized herein; (ii) permit any party, other than an Authorized User, to use or have access to the Product or the data by any means; (iii) use any data extraction or content extraction software programs in conjunction with the Product, or use any software programs that perform automatic downloading, copying or printing to extract data or information from the Product; except as expressly and specifically authorized herein (iv) use the product or data after the term; (v) modify, translate, reverse engineer, disassemble, or decompile the Product in any way; (vi) use the Product for service bureau work or in any timesharing arrangement or outsourcing arrangement, (vii) use the Product for the purpose of providing a product or data that competes with LC’s Product or the Data, (viii) install the Product on a network, except as specifically provided herein; or (ix) reference the Product or LC without expressed permission from LC.

 

This Agreement does not authorize, and LC does not authorize or condone, the use of the Product, the Data or any portion of the Data for mass or “junk” mailings, “broadcast” or “blast” fax campaigns, “spam” email campaigns, or other similar unsolicited marketing campaigns, to the extent such uses are unlawful or actionable under applicable law.

 

The Product and the Data are intended for use by Licensee and Authorized Users only. Nothing in this Agreement should be construed to grant to any other party any right to use, distribute, extract, export, or download the Product, the Data or any portion of the Data.  Licensee understands and acknowledges that it is responsible for maintaining the security of any username and password provided to it by LC, as changed  from time to time, and for preventing unauthorized use of the Product and the Data by Authorized Users or by any third party. Licensee is responsible for all unauthorized uses of the Product or the Data or breaches of this Agreement by unauthorized users.

 

Proprietary Protection and Restrictions.  Licensee acknowledges that all right, title, interest, and ownership in and to the Product and Data and any copies or updates of the Product or Data are owned by LC or its suppliers. The rights granted herein do not constitute a sale of the Product or Data, and this Agreement does not provide Licensee with title or ownership to the Product or Data, but only a limited right of use. All rights not expressly granted herein are reserved by LC. Licensee must keep the Product and Data free and clear of all liens, claims and encumbrances.

 

Termination. Unauthorized use or copying of the Product or the Data or otherwise failing to comply with the terms and conditions of this Agreement shall result in the immediate termination without notice of this Agreement and the license granted hereunder and will entitle LC to other legal remedies. Licensee acknowledges that, in the event of its breach of this Agreement, LC will not have an adequate remedy in money or damages, and that LC will therefore be entitled to seek an injunction against such breach from a court of competent jurisdiction. LC’s right to seek injunctive relief shall not limit its rights to seek further remedies. LC may, at its sole option and without any obligation to do so, notify Licensee of any breach and specify a period of time within which Licensee must cure said breach. Upon termination of this Agreement for any reason whatsoever: (i) Licensee must immediately cease using the Product; and (ii) all of the rights granted hereunder shall immediately cease.

 

Data. Upon termination, cancellation, expiration or other conclusion of the Agreement, Licensee shall destroy or purge the Data in the event they have downloaded or exported the Data into any electronic system (such as a CRM, email server, marketing application, or database). Licensee shall complete such return or destruction not more than thirty (30) days after the conclusion of this Agreement. Within such thirty (30) day period, Licensee shall certify in writing to LC that such return or destruction has been completed.

 

Subscriptions. The Product is made available on an annual subscription or usage-fee basis. The exact description of LC Product made available to Licensee, charges, and the term it is made available for, will be described in an invoice or order form. Upon expiration of the initial term, unless notification is given to LC at least 60 days prior to the subscription expiry, Licensee will be automatically invoiced for renewal at the prevailing subscription rate plus any applicable taxes. LC does not provide any refunds or credits for pre-paid subscription periods remaining after any termination, or any unused Product(s), unless otherwise required by law.

 

Terms of Payment. All payments shall be due, in full, in accordance with terms stated on the face of the invoice. A late charge of 1.5% per month will be assessed on delinquent balances. In the event of a default in payment, purchaser shall pay reasonable costs of collection, including attorney fees, on the remaining balance. Costs of collection become due whether or not litigation is initiated.

 

Disclaimer of Warranty.  THE PRODUCT IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LC DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES WITH RESPECT TO THE DATA (INCLUDING ITS ACCURACY AND COMPLETENESS) AND THE PRODUCT (INCLUDING ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND ANY NEGLIGENCE IN ITS CREATION OR PRODUCTION).

 

Limitation of Liabilities. IN NO EVENT SHALL LC OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF LICENSEE’S USE OR INABILITY TO USE THE PRODUCT AND/OR DATA, REGARDLESS OF WHETHER ANY SUCH LOSS OR DAMAGE ARISES FROM BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, OR OTHERWISE, AND EVEN IF LC OR ITS SUPPLIERS ARE ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, OR SUCH LOSS OR DAMAGE IS FORESEEABLE.

 

IN NO EVENT SHALL THE LIABILITY OF LC OR ITS SUPPLIERS FOR DAMAGES ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNT PAID BY LICENSEE FOR THE LICENSE OF THE PRODUCT.

 

Indemnification. Licensee will indemnify and hold LC harmless from any third-party claim, loss or damage (including attorney’s fees) arising from Licensee’s use of the Product or the Data.

 

Miscellaneous. No modification of this Agreement shall be binding unless it is in writing and signed by an authorized representative of the party against whom enforcement of the modification is sought. In the event that any of the terms of this Agreement is, becomes, or is declared to be invalid or void by any court or tribunal of competent jurisdiction, the parties agree to negotiate in good faith to draft a new agreement that comports with the original intent of this Agreement. This Agreement shall be governed by and construed under and in accordance with the laws of the State of New York, excluding its principles governing conflicts of law, and the courts within such jurisdiction shall be the only courts of competent jurisdiction.

 

LICENSEE AGREES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS. LICENSEE FURTHER AGREES THAT THIS IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN LICENSEE AND LC, AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.