ZoomInfo Community Edition Terms of Use

By clicking “Accept” with regard to these Terms of Use (the “Terms”) or by registering for, accessing, or using the ZoomInfo Community Edition software application (the “Application”) and/or services (“Community Edition”) (collectively, the “Services”) you are entering into a legally binding agreement with ZoomInfo Data, LLC d/b/a/ ZoomInfo, a Delaware limited liability company with offices at 805 Broadway St., Suite 900, Vancouver, WA 98660 (“ZoomInfo”) (the “Agreement”). By accessing or using any of the Services, you acknowledge that you have read, understood, and agree to be bound by and comply with these Terms

SUMMARY OF CERTAIN TERMS

This brief summary of some of the terms of this Agreement is for illustrative purposes and to make the Agreement easier to understand. Please note you must read, understand, and agree to this Agreement in its entirety, and to the extent any of the express terms in Sections 1 through 13 below conflict with this summary or any portion thereof, expressly or by implication, the term stated in Section 1 through 13 shall prevail. Please note the following provisions of this Agreement:

1. LICENSE

Subject to the conditions and terms hereof, ZoomInfo grants you a non-exclusive, non- assignable, revocable license (the “License”) to access and use the Services during the term hereof

2. COMMUNITY EDITION

2.1 By accepting this Agreement and registering for Community Edition, and as a condition to accessing and using the Services, you authorize the Application to access the information in youremail account (e.g. Gmail, Microsoft Outlook), including your contacts, metadata, and email content. You acknowledge, understand, and agree that after this permission is granted and until it is revoked, the Application will automatically parse this information and extract certain information regarding business and business people (collectively “Contact Data”) that may be stored in your email account both locally or on a remote server. The Application uses automated algorithms to parse email messages, headers, and signatures to collect and verify, with respect to business professionals, information such as company, job title, email address, phone number, andoffice location, and with respect to businesses, business address, phone number, website, email address, fax number, and similar information.

2.2 If you have any concerns about making such contributions or have reason to believe your employer does not permit you to make such contributions, do not accept these terms, do not access or use any of the Services. If such concerns arise after permission has been granted, immediately cease using the Services and revoke the access permissions granted to the Application by uninstalling it or otherwise revoking permissions according to the instructions provided by your email account or email software provider.

2.3 By continuing to access or use the Services and granting access permission to the Application, you grant ZoomInfo and any of its affiliates the following licenses: (i) a license to access Contact Data that you have stored in your email client, including in your contacts list and email messages, until you revoke the Application’s permission to access your email account and (ii) an irrevocable license to reproduce, distribute, publish, perform, make derivative works of, ordisplay the Contact Data or any portion thereof, and sell, transfer, assign, sublicense, disclose, or make available the Contact Data or any portion thereof to any third party, including ZoomInfo’s customers, contractors, strategic partners, agents, and service providers. The foregoing license grants to ZoomInfo shall be worldwide, non-exclusive, perpetual, fully paid-up, and royalty-free,and ZoomInfo shall have the right to sublicense, assign, or transfer such licenses in its sole and absolute discretion.

2.4 In exchange for providing ZoomInfo with access to your email account, as described above, and granting the aforementioned licenses to the Contact Data, you will be entitled to use the Community Edition Service, which permits you to access premium information, such as names, job titles, email addresses and phone numbers, from the ZoomInfo database (the “Licensed Materials”) for so long as you have granted access permissions to the Application and contribute Contact Data, as provided herein. Immediately and without further action by ZoomInfo, if you revoke the Application’s permission to access your email account, your authorization to access oruse the Services will automatically be revoked and you must immediately cease using the Services. Access to the Community Edition Service will all you to perform searches across the entire ZoomInfo database and unlock contact information (email address and phone number, where available) on up to 10 contacts per month.

3. USER CONDUCT

3.1 In using the Services, you agree that you will not:

  1. violate any applicable international, federal or state laws, regulations or rules or any securities exchange requirements (collectively, “Laws”), including, but not limited to, by using any Licensed Materials in a manner that violates the U.S. CAN-SPAM Act of 2003,as such statute may be amended from time to time, or any other law regarding electronic communications;
  2. make any Contact Data available to ZoomInfo if doing so would violate any Laws, industry or professional codes or standards, contractual or fiduciary obligations, confidentiality obligations, or employer policies or other requirements by which you are bound;
  3. use the Licensed Materials or the Services to transmit any information, data, images, or other materials that are unlawful, harmful, threatening, harassing, libelous, defamatory, vulgar, obscene or otherwise objectionable or that may invade another's right of privacy or infringe any intellectual property right, including patent, trademark, service mark, trade secret, copyright or other proprietary rights of any third party;
  4. impersonate any person or entity or falsely state or otherwise misrepresent your affiliationwith a person or entity;
  5. violate or attempt to violate the security of any of the Services, including, but not limited to, by: logging in to a server or account that you are not authorized to access; attempting to test, scan, probe or hack the vulnerability of the Site or any network used by the Site orto breach security, encryption or other authentication measures; or attempting to interfere with the Site by overloading, flooding, pinging, mail bombing or crashing it;
  6. reverse engineer, decompile or disassemble any portion of the Services; or
  7. “scrape” information from the Services, or use or attempt to use any engine, software, tool, agent or other device or mechanism (including browsers, spiders, robots, avatars or intelligent agents) to navigate or search any portion of the Site, other than the search engine and search agents available from ZoomInfo on the Site and generally available to third party web browsers (e.g., Mozilla Firefox, Google Chrome and Microsoft Internet Explorer)

3.2 You further agree to: (i) provide true, accurate, current and complete information about yourself if prompted by the registration form; and (ii) maintain and update this information to keep it true, accurate, current, and complete.

4. ADDITIONAL RESTRICTIONS

You may not develop or derive for commercial sale any data in any form that incorporates or uses any of the Licensed Materials. Except with the prior written consent of ZoomInfo, you may not transfer or disclose any Licensed Materials to anyone else. You may not use the Services in a commercial service bureau environment, including, but not limited to, any provision or export of Licensed Materials to third parties in any form whatsoever. You are authorized to use the Services solely for your personal and/or internal business purposes only, subject to the limitations set forth herein.

5. SUBMISSIONS

5.1 You are solely responsible for the content of any submission you make to ZoomInfo. ZoomInfo reserves the right, but does not assume any obligation, to delete messages or other content that ZoomInfo, in its sole discretion, deems abusive, defamatory, obscene, in violation ofcopyright or trademark laws, or otherwise unacceptable.

5.2 ZoomInfo does not want to receive confidential or proprietary information from you. You acknowledge that any information or material you send to ZoomInfo will be presumed not to be confidential unless otherwise provided in a written agreement between you and ZoomInfo. Unless otherwise provided in a written agreement between you and ZoomInfo, by sending ZoomInfo any information or other material, you grant ZoomInfo a nonexclusive, unrestricted, irrevocable, perpetual, royalty-free, worldwide, assignable, transferrable, sublicensable, right andlicense, in all formats or media, whether now known or hereafter devised or discovered, to use, reproduce, display, transmit, translate, rent, sell, modify, disclose, publish, create derivative works from, and distribute that material or information, and you also agree that ZoomInfo is free to use any ideas, concepts, knowhow or techniques that you send us for any purpose. You further agree to indemnify and defend ZoomInfo and hold ZoomInfo harmless from and against any liability arising from ZoomInfo’s use or distribution of any such material or information.

6. PROPRIETARY RIGHTS

6.1 You agree that, as between you and ZoomInfo, ZoomInfo and/or its licensors own the Services and Licensed Materials, including all software and other technology provided or employed by ZoomInfo in connection with the Services, and the contents, design, layout, functions, appearance and other intellectual property comprising or contained within the Services, including all copyrights, trademarks, service marks, trade secrets, patents and other intellectual property rights inherent therein or appurtenant thereto. Without limitation of the foregoing, as between ZoomInfo and you, ZoomInfo shall retain all right, title and interest in andto the compiled biographical and company data and all other materials accessible by means of the Services, including news articles, company summaries, company descriptions, people summaries and contact information, and the selection, coordination and arrangement of such content, and you shall not acquire ownership in any of the Licensed Materials by reason of the License. You shall abide by all additional copyright notices or restrictions contained in any content accessed through the Site.

6.2 By furnishing Licensed Materials or access to any software in connection with the Services, ZoomInfo does not grant any licenses to any copyrights, patents, trademarks, trade secrets or other intellectual property rights other than the limited rights to use the Services, as set forth herein. All rights not expressly granted herein under the License are reserved by ZoomInfo.

7. PROVISION OF SERVICES

7.1 ZoomInfo may make improvements or changes in the Services at any time without notice.

7.2 ZoomInfo shall not be responsible for any failure to remove, or delay in removing, harmful, inaccurate, unlawful, or otherwise objectionable content originating with or otherwise provided by third parties, except to the extent provided by applicable law.

7.3 ZoomInfo shall not be liable for any loss or damage resulting from total or partial loss of any data you upload using the Services. Data can get lost or become corrupt as a result of a number of causes, including hardware failures, software failures or bugs, or communications failures. ZoomInfo recommends that you periodically back up your information onto media not associatedwith ZoomInfo.

7.4 You understand and agree that the Services are provided on an “as available” basis; ZoomInfo will use reasonable commercial efforts to provide the Services on a 24/7 basis, but it shall not be liable for any disruption in service, regardless of length.

8. TERM; TERMINATION

The term hereof will commence when you first access accept these Terms and continue in effect until terminated by either party, provided that your License may sooner expire or be terminated as provided herein. Either party may Term this agreement any time without prior notice to the other party. ZoomInfo may terminate this agreement by terminating your access to the Service, inwhich case ZoomInfo will promptly cease accessing the Contact Data. You may terminate these Terms at any time by uninstalling or the Application, in which case you agree to cease using the Services. Upon termination hereof for any reason, the License will automatically be terminated, and you shall immediately cease using the Services, including the Licensed Materials.

9. LINKS

The Service may contain links to websites that ZoomInfo does not operate. ZoomInfo is not responsible for the content of these websites, and you should direct any concerns regarding these websites to their respective site administrators or webmasters.

10. REPRESENTATIONS AND WARRANTIES; INDEMNITY

10.1 You represent, warrant and covenant that:

  1. no information of any kind submitted through your use of the Application or the Services will (i) violate, plagiarize, or infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights; or (ii) contain libelous or otherwise unlawful material;
  2. that you are at least eighteen (18) years old;
  3. you are authorized by your employer, if applicable, to sign up for Community Edition and to share the Contact Data with ZoomInfo in exchange for your access to the Services and that you are not prohibited by any contract, policy, rule, or regulation from doing so.

10.2 You agree to indemnify, defend and hold harmless ZoomInfo and its successors or assigns, and all officers, directors, owners, agents, information providers, affiliates, licensors and licensees of the foregoing (collectively, the “Indemnified Parties”) from and against any and all liability and costs, including reasonable attorneys’ fees, incurred by the Indemnified Parties in connection with any claim arising out of any breach by you or any user of your account of these Terms or the foregoing representations, warranties, or covenants. You agree to cooperate as fully as reasonably necessary to the defense of any such claim.

11. DISCLAIMERS; LIMITATIONS

11.1 YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES. THE SERVICES ARE PROVIDED “AS IS” WITHOUT REPRESENTATIONS ORWARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE, NONINFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITATION OF THE FOREGOING, ZOOMINFO EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE SERVICES SHALL BE UNINTERRUPTED OR ERRORFREE. ZOOMINFO DOES NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION MADE AVAILABLE THROUGH THE SERVICES.

11.2 IN NO EVENT SHALL ZOOMINFO BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF, DELAY IN USING, OR INABILITY TO USE THE SERVICES. ZOOMINFO’S LIABILITY FOR ANY DIRECT DAMAGES SHALL BE LIMITED TO THE AMOUNT OF FEES YOU HAVE PAID FOR THE SERVICES FOR THE THENCURRENT PERIOD. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES AND THUS THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF THIS LIMITATION OF LIABILITY OR THE EXCLUSION OF WARRANTY SET FORTH ABOVE IS HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, ZOOMINFO’S MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES SHALL BE LIMITED TO $100.

12. CHANGES TO THE TERMS

ZoomInfo may modify these Terms, provided however that (i) such changes will become effective and binding after ZoomInfo provides notice to you that these Terms have changed and you first use the Services following the date of such posting, and (ii) the changes will only apply with respect to your use of the Services after such changes become effective. If at any time you find these Terms unacceptable and do not agree with them, you agree to cease accessing the Services and uninstall or deactivate the Application.

13. MISCELLANEOUS

13.1 Relationship. No joint venture, partnership, employment, fiduciary, or agency relationship exists between you and ZoomInfo as a result of these Terms and/or your use of the Services.

13.2 Authority. The person accepting these Terms on behalf of each party represents and warrantsthat he or she has been duly authorized by that party to accept the Agreement and thereby bind it to these terms. The parties agree that these Terms shall be effective as of the date accepted by you.

13.3 Entire Agreement. These Terms represent the entire binding agreement between you and ZoomInfo with respect to the subject matter hereof, and supersede any and all prior understandings, statements or representations, whether electronic, oral or written, regarding Services.

13.4 Assignment and Waiver. ZoomInfo may assign its rights under this Agreement without your consent. You may not assign your rights under this Agreement in whole or in part to anyone else without ZoomInfo prior express written consent. No waiver of any obligation or right of either party shall be effective unless in writing, executed by the party against whom it is being enforced.

13.5 Jurisdiction. These Terms shall be governed by the laws of the United States of America andthe State of Washington, without regard to conflict of laws rules, and you hereby give your consent to have any action or dispute between you and ZoomInfo resolved exclusively within thejurisdiction of the state or federal courts located in the State of Washington.

13.6 Equitable Relief. In addition to money damages, ZoomInfo shall be entitled to seek equitable relief where appropriate if you breach of any of these Terms.

13.7 Severability. The unenforceability or invalidity of any clause in this Agreement shall not have an impact on the enforceability or validity of any other clause. Any unenforceable or invalidclause shall be regarded as removed from this Agreement to the extent of its unenforceability andinvalidity. Therefore, this Agreement shall be interpreted and enforced as if it did not contain the said clause to the extent of its unenforceability and invalidity.

13.8 Legal Expenses. The prevailing party in any legal action brought by one party against the other that arises out of this Agreement shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its legal expenses, including court costs and reasonable attorneys’ fees.

13.9 Construction. The titles and subtitles in these Terms are used for convenience only and are not to be considered in construing it. All references herein to “including” and variations thereof shall be deemed to mean, “including, but not limited to.”

13.10 Notices. Notices required or permitted hereunder that are intended for you personally and not all users of the Services may be sent to you at the most recent email address on file with ZoomInfo. Notices to ZoomInfo shall be sent by email to legal@zoominfo.com or by mail to ZoomInfo, 805 Broadway St., Suite 900, Vancouver, WA 98660.

Updated: September 25, 2019