Terms and Conditions

1. "Access" shall mean any visit to or viewing of the Site or access to or use or display of the Services or Information.

2. "Basic Contact Information" shall mean a subset of Information accessible from the Site constituting (a) basic contact information for eCommerce companies described in the Site, and (b) Executive contact information for eCommerce company Executives described in the Site.

3. "Information" shall mean the "Information" as defined on the corresponding Order Form.

4. "Order Form" shall mean the "etailinsights subscription Order Form" executed by Company and Customer for the Services along with any Renewals thereof, all the terms and conditions of which are incorporated by reference herein.

5. "Services" shall mean the "Services" as defined and specified on the corresponding Order Form.

6. "Site" shall mean the "Site" as defined on the corresponding Order Form.

7. "Points" are allocated to each client as defined on the corresponding Order Form. Points may be used during the Term for various actions including Downloads, Requests, and more actions, as allowed from time to time by Company in Company's sole discretion. Company may elect to reward Users with additional points in Company's sole discretion. As points are used and/or awarded, the "# of Available Points" will change and be represented as the Points Bank. Customer may never use more Points than available in the current balance of their Points Bank. Company will count and track the # of Available Points in the Points Bank in Company's sole discretion.

8. "Downloads" are provided to Customer as defined on the corresponding Order Form. Customer may export from the Site (whether into a .CSV spreadsheet file, vCard, via CRM Integration Services or as otherwise made available by Company) the number of individual executive records ("Executives", and each such download, a "Download") or company records ("Company Profiles", and each such download, a "Download") up to the "# of Available Points" for the selected edition during the Term as specified on the corresponding Order Form. Each export or Download of the same Executive or Company Profile will count as separate Downloads, and Customer authorizes each of its Users to perform such exports on behalf of Customer. Company will count all Downloads. All Downloads must be used before the end of current Term and do not rollover to any subsequent or renewal Term(s).

9. "Requests" are provided to Customer as defined on the corresponding Order Form. If a User does not find a company within the etailinsights application, they may request a new company profile to be created and certified by Company ("Requests"). Customer may only submit a maximum number of Requests as specified on the corresponding Order Form. If unspecified on a corresponding Order Form, then Company may elect not to fulfill Requests in Company's sole discretion. Company may elect to accept or reject Requests in Company's sole discretion. All accepted and completed Requests will be charged Points from the Points Bank as defined on the corresponding Order Form. Customer may not request more profiles than the maximum # of requests as specified on the corresponding Order Form. Company will count all Requests.

10. "Customer Contributions" – "Creative Contributions" and "User Contributions" and "Customer Contributions" are all synonymous to ultimately mean contributions to the etailinsights application via uploading data in any manner as further described in Section 10 below.

1.1 Subject to the terms and conditions of these Terms of Use and the Order Form, Company grants to Customer a non-exclusive, non-sublicensable, non-transferable license solely for its Users to Access the Site, Services and Information made available by Company, in each case solely during the Term ("License"). Company retains all ownership rights (including copyrights and other intellectual property rights) in the Site, Services, and Information (collectively, "Company Property") in any form, and Customer obtains only such rights as are explicitly granted in these Terms of Use and such Order Form. Customer warrants that although Access is granted in these Terms of Use, Customer expressly waives all rights of ownership of Company Property, including but not limited to all data obtained during the Term and thereafter.

1.2 Subject to the terms and conditions of these Terms of Use and the Order Form, Company grants to Customer a non-exclusive, non-sublicensable, non-transferable, perpetual license solely for its Users to continue to use Basic Contact Information made available by Company to Customer solely to the extent exported by Customer into its own systems during the Term (subject to limitations on Downloads as may be applicable) (such right, the "Perpetual License"). For clarity, after the Term, Company has no obligation whatsoever to provide updates to Basic Contact Information, and Customer acknowledges that its continued use of such exported Basic Contact Information will quickly become out of date as eCommerce companies and their Executives change.

1.3 Company reserves the right to change or update the Site, Services or Information at any time without notice, including without limitation to accommodate evolving technology and increased network demand, and to enhance and update the Site, Services or Information.

2.1 Access (i) shall be limited only to the number of Users specified in the Order Form; (ii) shall be limited only for each such User's individual use; and (iii) shall not be shared with any other persons or entities, either internally or externally. Each User shall be a W2 employee (or equivalent) of the Customer authorized by Customer for Access. Users may only Access the etailinsights application from within the United States, Canada, United Kingdom, or other locations as approved in writing by Company and in Company's sole discretion. Company reserves the right to deny Access to any and all users in excess of the number of Users specified in the Order Form. Customer shall not make available a user name and password to a party that is not a User, and shall use reasonable measures to prevent unauthorized access to, or use of, the Site, Services or Information by any person or entity other than an authorized User. Customer agrees to access the Site, Service and Information only through human use of the provided web interface. Systematic access or extraction of content from the Site, Services or Information, including, but not limited to, by the use of "bots" or "spiders," is expressly prohibited.

2.2 Use of the Site, Services and Information are licensed for Customer's internal use only and shall be subject to all restrictions set forth herein and in the Order Form. Customer will not (i) provide access to the Site, Services or Information to third parties, whether directly in any media or indirectly through incorporation in a database, marketing list, report or otherwise; (ii) use or permit the use of Information to generate any statistical or other information that is or will be provided to third parties (including without limitation as the basis for providing recommendations to others); (iii) use or permit the use of Information to prepare any comparison to other informational databases that are or will be provided to third parties; or (iv) voluntarily produce Information in legal proceedings. UNDER NO CIRCUMSTANCES WILL CUSTOMER RE-SELL, OR OTHERWISE MAKE AVAILABLE TO ANY THIRD PARTY, ANY ACCESS TO THE SITE, SERVICES OR INFORMATION.

2.3 The Information is intended to facilitate Customer identification of potential eCommerce prospect companies for Customer to engage in a business relationship with such prospects. Customer will not use Information as a factor in establishing an individual's eligibility for (i) credit or insurance to be used primarily for personal, family, or household purposes, or (ii) employment. Customer will not use the Site, Services or Information to engage in any unfair or deceptive practices. Customer will use the Site, Services and Information only in compliance with all applicable local, state, federal and international laws, rules, regulations and ordinances, including, but not limited to, commercial e-mail (e.g. CAN-SPAM), text messaging (eg: TCPA and CTIA), telemarketing, customer solicitation (including fax and/or direct mail solicitation), data protection and privacy, and other laws and regulations promulgated by the Office of Foreign Assets Control, applicable trade sanctions and export restrictions.

3.1 Customer will pay Company in accordance with the Order Form. Prices shall be as set forth in the Order Form. A late payment charge of the lesser of 1½% per month or the highest lawful rate may be applied to any outstanding balances until paid, plus a collection fee of 30%, and Customer shall be responsible for paying all such late payment charges.

3.2 Customer will pay Company for any applicable taxes relating to the Company's provision of Services and Information, other than taxes based on Company's income.

3.3 Customer authorizes Company to store and continue billing Customer's provided credit card for the initial subscription, renewal subscriptions, and any additional "Services" as specified in the Order Form or Statement of Work. Customer is responsible for notifying company of any changes to the provided credit card to avoid service interruptions in Company's subscription and to facilitate easy payment for new "Services". All credit card transactions include a 3% processing fee.

4.1 Though Company uses extensive procedures to keep its database current and to promote data accuracy, Customer acknowledges and agrees that the Information will contain a degree of error.

4.2 ALL COMPANY PROPERTY AND DATA IS PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. OTHER THAN AS EXPLICITLY STATED IN THESE TERMS OF USE, COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE AND DISCLAIMS ANY WARRANTY OR REPRESENTATION REGARDING AVAILABILITY OF A SERVICE, SERVICE LEVELS OR PERFORMANCE. COMPANY WILL NOT BE LIABLE FOR ANY LOSS OR INJURY ARISING OUT OF, IN WHOLE OR IN PART, COMPANY CONDUCT IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING OR DELIVERING THE SITE, SERVICES OR INFORMATION OR PROVIDING ACCESS THERETO. CUSTOMER SHALL HOLD COMPANY HARMLESS FOR ANY LIABILITY THAT MAY OCCUR AS A RESULT OF ANY ACCESS, INCLUDING BUT NOT LIMITED TO ANY LIABILITY ARISING OUT OF INACCURATE INFORMATION, LOSS OF DATA OR OTHERWISE.

5.1 Company Property is proprietary to Company and its affiliates and may include copyrighted works, trade secrets, or other materials created, conceived, or otherwise developed by Company or its affiliates at great effort and expense. Customer will not disclose, contest the validity of Company or its affiliates' ownership of, or impair the value of, Company Property in any way. Customer will reproduce Company or its affiliate's copyright and other proprietary rights notices on any and all copies of Company Property permitted hereunder.

5.2 Customer will not use any trademark, service mark, trade dress, or trade name of Company or its affiliates or publish any press releases relating to these Terms of Use or any Order Form. Customer shall not disclose the negotiated pricing or terms of these Terms of Use, or any Order Form, to any third party.

6.1 These Terms of Use shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to the choice of law provisions thereof. Any disputes arising out of these Terms of Use that cannot be resolved by the parties will be brought in state or federal court, as the case may be, located in Raleigh, North Carolina.

6.2 Customer will pay all costs and expenses, including reasonable attorneys' fees, that Company incurs in any action to enforce these Terms of Use against Customer or any of Customer's Users. Customer shall be liable to Company for any act or omission by any of its Users, which if performed or not performed, as the case may be, by Customer would constitute a breach of or default under these Terms of Use.