$400 USD per company per year
Are you a Salesforce Admin responsible for helping sales teams be more effective by enriching your database with new insights that help them connect and close deals? Our expansive firmographic & technology intelligence allows teams to quit flying blind.
Abbreviated Terms & Conditions below. For Full Terms & Conditions covering all Aberdeen products and services, please visit: http://aberdeen.com/_aberdeen/app/terms-revised.aspx
I. Products and/or Services: Aberdeen will provide those services and/or products expressly agreed upon in writing with Client (collectively, the “Products and/or Services"). For each engagement under this Agreement, the Products and/or Services to be provided by Aberdeen will be set forth in a Schedule (“Schedule”). Each Schedule shall have binding legal effect upon execution and delivery thereof by all required parties thereto and each such Schedule shall be deemed to be made in accordance with and pursuant to this Agreement. Client acknowledges and agrees that Client’s failure to timely perform one or more of Client obligations set forth in this Agreement or a Schedule may negatively affect Aberdeen’s ability to perform its obligations hereunder. Each Schedule shall constitute a supplement to this Agreement and shall be deemed to incorporate all of the terms and conditions of this Agreement. The terms and conditions of this Agreement shall control over any conflicting terms and conditions in a Schedule, except to the extent that a Schedule specifically states that the Schedule (or certain provisions within a Schedule) shall prevail in the event of any such conflict.
II. Delivery Requirements: The Delivery requirements for the Products and/or Services are described on the applicable Schedule. At the end of the Term, if after repeated failed attempts by Aberdeen to deliver said Products and/or Services to Client, Aberdeen may deliver a Products and/or Services to Client of like value to satisfy any outstanding Aberdeen obligations.
III. Fee Structure: Fees being charged to the Client by Aberdeen for the Products and/or Services are described in the applicable Schedule and are due and payable as set forth in such Schedule. To set-up payment terms associated with establishing an account or as a potential purchase mechanism, Aberdeen may request Client to provide financial information associated with a bank account or credit card. Aberdeen obscures financial information once terms have been established and implements safeguards designed to protect against the unauthorized use or disclosure of such financial information. Credit Card information provided to facilitate financial transactions is not used, or otherwise retained, by Aberdeen. Payments not received in accordance with the terms of such Schedule will accrue interest at the rate of 1.5% per month beginning with the date due and continuing until paid. Purchase orders or similar documents issued by Client relating to this Agreement are for Client's internal use only and shall not affect this Agreement. If payments are not made within ten (10) days from the date due, Aberdeen may, at its option, suspend providing Products and/or Services to Client until such time as Client’s account is current. If Aberdeen suspends such Product and/or Service to Client, Client is precluded from using Aberdeen Deliverables until such time as the account is current. In addition, if payments are not made when due, Client will be responsible for all costs incurred by Aberdeen in collecting such past due amounts including attorney’s fees. All shipping and delivery charges hereunder shall be F.O.B. Aberdeen.
IV. Term: The term of this Agreement shall commence on the Effective Date and, unless otherwise earlier terminated as provided for herein, continue for an initial term of one (1) year (“Term”), and this Agreement shall automatically renew at the end of the initial term and each year thereafter for successive one year terms, unless either party notifies the other in writing of its decision in its sole discretion not to renew at least thirty (30) days prior to the end of the initial term or any such applicable one (1) year renewal term. The term of each Schedule shall be set forth in the appropriate Schedule. Termination of a Schedule shall not terminate this Agreement, and the parties shall remain free to enter into future Schedule(s) pursuant to this Agreement and during the term of this Agreement. In the event this Agreement terminates prior to the completion of a Schedule, such Schedule shall be subject to the terms and conditions of this Agreement until its completion. This Section IV shall survive expiration or termination of this Agreement and any Schedules.
V. Termination: Either party may terminate this Agreement if the other party commits a material breach of any of its covenants, obligations, representations or warranties contained in this Agreement and such breach has not been cured to the reasonable satisfaction of the non-breaching party within thirty (30) days of receipt of written notice from the non-breaching party setting forth the nature of the breach; provided that Aberdeen may, in its sole discretion, terminate this Agreement immediately if Client fails to make any payments under this Agreement by the required due date (taking into account any agreed-upon grace or cure period to the extent specifically provided with respect to the applicable payment). This Agreement shall also be deemed terminated automatically and without any action required by either party in the case of dissolution, termination of existence or insolvency of a party, appointment of a receiver, or the voluntary or involuntary commencement of any other proceedings under bankruptcy or insolvency laws with respect to a party. In addition, Aberdeen may terminate this Agreement or any applicable Schedule for any reason or no reason at all with thirty (30) days prior written notice. In the event that this Agreement is terminated, Client will pay Aberdeen any amounts owing for Products and/or Services previously provided under the Agreement.
VIII. Aberdeen Data Grant of Limited License: Aberdeen hereby grants to Client a non-exclusive, non-transferable term license to use the data identified in the Schedule (“Data”) solely for Client’s own sales and marketing, and/or market research activities (“Business Use”) during the term set forth in the Schedule (and for the number of user(s) indicated, if applicable). Client shall not, directly or indirectly: (i) use the Data to provide advice or recommendations to others; (ii) publish the Data in any form of media; (iii) use the Data to generate any statistical or other information or use the Data to prepare any comparison to other information databases that is or will be provided to third parties; (iv) produce the Data in a judicial or administrative proceeding, including discovery proceeding, without the Aberdeen’s prior written consent, unless required by law and where the Client has notified Aberdeen of such legal requirement; (v) create any mailing, emailing or telemarketing lists, research reports, marketing aids or other data compilation for use by any third party or to otherwise compete with Aberdeen; or (vi) permit any third party (including affiliates and resellers as well as Contractors, as further defined below), to have access to the Data without the prior written consent of Aberdeen; or (vii) exceed the number of authorized users as set forth in the Specific Terms; or (viii) make the Data available on a network unless permitted in the Schedule; (ix) copy, download, batch harvest, upload or in any other way reproduce the Data for the purpose of aggregating the Data, (except for a single archival copy, which may not be used for any commercial purpose or to the extent otherwise permitted in the Specific Terms); or (x) re-license, resell or further distribute the Data in violation of this Agreement. Notwithstanding the foregoing, Client may incorporate the Data into Client’s marketing database, provided such incorporation and use is subject to the terms and conditions of this Agreement. All Client employees having access to the Data shall agree to use the Data only as permitted by this Agreement. A supplier/contractor/consultant who is under contract with Customer (“Contractor”) may be given access to the Data for the sole purpose of providing a service to Client, provided that the Contractor enters into a Contractor Restricted Use and Confidentiality Agreement with Aberdeen. Such Contractor may not use the Data for the purpose of making credit, marketing or supply decisions on the Client’s behalf. Notwithstanding Aberdeen’s approval of such Contractor, Client will: (a) at all times remain fully responsible for the acts or omissions of its Contractor; and (b) monitor such Contractor’s use of the Data to ensure that such use of the Data is in accordance with the terms of this Agreement. Aberdeen acknowledges that Client is the “data controller” and that the Contractor is the “data processor” of the Data for the purposes of applicable data protection legislation. Client shall take all reasonable steps to ensure that no unauthorized person shall have access to the Data. In the event of a conflict between Section VII and this Section VIII, this Section VIII will control.
At the end of the Term, Client may retain those specific data element(s) of a data record/profile contained (excluding any DUNS® numbers* which may be supplied with the Data) that Client has physically verified via a telephone survey, online documentation, or in-person conversation (“Verification”). During Verification, Client must ask about specific data element(s) within data record/profile. The Verification of a single data element does not constitute Verification of all other data elements included in the Data record/profile. Notwithstanding the foregoing, in the event that the Data contains email addresses, Client may only continue to use and retain those email addresses from the Data to the extent that the Client can demonstrate by its written records that the email recipient specifically opted-in to receive additional emails from Client. Client is solely responsible for ensuring that its independent opt-in process and ongoing use of the email addresses noted herein complies with all applicable laws, regulations, privacy rights and applicable privacy notices. The foregoing shall not change the nature of the intellectual property rights held by Aberdeen and shall only permit Client the right to retain, without further obligation to pay a license fee, those data elements (excluding any DUNS® numbers which may be supplied with the Data) which Client has gathered and verified by way of a direct communication. Upon expiration of the Term, Licensee shall provide Licensor with a list all of email addresses for which a separate opt-in has been obtained by Licensee.
For purposes of a Schedule, the term “user” of the Data is any Client representative who accesses the Data (irrespective of the frequency or scope of access) in any medium, module, format or delivery system, including, but not limited to, printed hard-copy and on-line delivery. A person shall be deemed to be a user irrespective of whether such person (i) received the Data directly from Aberdeen; or (ii) from another person within Client’s organization , or (iii) whether such person accesses the Data before, during or after their modification, or their integration with other databases, by or on behalf of Client.
X. No Solicitation or Hire Without Prior Consent: During the term of this Agreement and for one (1) year after the expiration or earlier termination of this Agreement for any reason (the “Non-Solicitation Period”), Client will not directly or indirectly recruit, solicit, entice, hire, or cause to be recruited, solicited, enticed or hired (as employee, independent contractor or otherwise) any person who had direct or indirect contact with Client in the course of his or her employment with Aberdeen during the Non-Solicitation Period.
XI. Confidentiality: The parties acknowledge that they may receive or be provided access to confidential and/or proprietary information from the other in connection with the implementation of this Agreement. The parties agree to safeguard and protect such information and not to disclose it to third parties without the prior written approval of the other and not use any such information for any purpose outside of the scope of this Agreement. The recipient acknowledges that the information disclosed may constitute proprietary information and trade secrets of the disclosing party. In the event of wrongful disclosure, monetary damages may be insufficient to protect and compensate the disclosing party and it shall be entitled to injunctive relief. Confidential information does not include information that (a) is or becomes available to the public without breach of this Agreement, (b) is lawfully obtained from a source that is not under an obligation of confidentiality to the disclosing party, (c) is in the possession of the recipient in written or other recorded form at the time of disclosure, (d) is disclosed on a non-confidential basis to a third party by or with the permission of the disclosing party, or (e) is independently developed by or on behalf of the recipient by individuals who have not received confidential information. The foregoing exceptions will not prevent the recipient from complying with any court order or other legal requirement that compels disclosure of any confidential and/or proprietary information. If the recipient learns of such a legal requirement, it will promptly notify the disclosing party and cooperate with the disclosing party, at the disclosing party’s expense, if the disclosing party elects to exercise its right to protect the confidentiality of its confidential and/or proprietary information before any tribunal or governmental agency. Disclosures made in accordance with this paragraph will not change the character of the disclosed information as confidential and/or proprietary information for the purposes of this Agreement. This Section XI shall survive expiration or termination of this Agreement.
XXIII. Use of Suppliers; Third Party Beneficiaries. Notwithstanding the provisions of Section I above or any other provisions in this Agreement or a Schedule and without limiting Aberdeen responsibilities or obligations hereunder, Aberdeen may provide Products and/or Services through the use of subcontractors or its third party vendors and licensors (“Suppliers”), under contract with Aberdeen. Except as otherwise set forth herein or in a Schedule, Aberdeen acknowledges that it shall be responsible for the acts or omissions of its Suppliers in the performance of their services under this Agreement or any Schedule to the same extent, if any, to which Aberdeen is liable to Client under this Agreement or any Schedule. Such Suppliers shall be third party beneficiaries of the limitation of liability provisions of this Agreement.
XXIV. Data Security Obligation. For purposes of this Agreement and all Schedules, Sensitive Personal Information (“SPI Data”) shall mean any of the following, whether contained in an electronic or physical format: (i) personal information (such as name, telephone number or address) in combination with any health-related data or biometric data, including illnesses, conditions, treatments, procedures, DNA or other personally identifiable health-related or biometric data, (ii) federal, state, local or foreign government issued identification numbers, such as social security numbers, driver’s license numbers or state ID numbers, (iii) credit or debit card numbers, (iv) personal checking, savings, banking, brokerage, investment, retirement or other financial account numbers; and (v) any other agreed categories of information or data that are deemed sensitive personal information and which may be subject to data security, use, handling, reporting or disposal restrictions by applicable privacy, data security and/or breach notification requirements. Each party shall transmit, transfer, and deliver all data that contain (a) SPI Data via an encrypted or similarly secure transport methodology and in an encrypted format to be mutually agreed upon by the parties; and (b) all personal identifiable information (“PII Data”) other than SPI Data (such as solely name, telephone number, or e-mail address not in combination with any SPI Data) in an encrypted format to be mutually agreed upon by the parties. If the electronic data is to be shared back and forth, each party shall ensure, at its sole expense that its systems are able to receive SPI Data and PII Data from the other party in the mutually agreed encrypted format. Client shall not transmit any SPI Data and/or PII Data that is not strictly required for the performance of the Services, nor shall a party transmit any SPI Data or PII Data in physical, hard-copy format using a carrier that does not provide tracking capabilities and the transmitting party shall bear sole responsibility for any liability arising from the unnecessary SPI Data and/or PII Data provided to the other. For example, if Aberdeen is performing only name and address processing, social security information shall not be transferred to Aberdeen. If a party is provided access to the other party’s electronic systems, such party will secure access to any passwords provided by the other party to ensure that only authorized users of such party have access to the other party’s electronic systems. Each party will follow the other party’s written policies and rules with regard to its electronic systems for which it is made aware. Each party shall promptly notify the other party of any changes in the status of its authorized users (e.g. termination of employment or change of access level). All authorized users must be named users (e.g. no generic passwords or shared accounts). Client will ensure that only those of its personnel who are authorized to access Aberdeen systems will do so and only in a manner that is consistent with Client’s permitted use of such Aberdeen systems in connection with the Services. Client will notify Aberdeen promptly upon becoming aware of any unauthorized access, disclosure or use of such passwords or of Aberdeen systems. The parties shall work together in order to mitigate, to the extent practicable, and remediate any harmful effect resulting from such unauthorized access, disclosure or use of such passwords or systems.
XXV. External Data. Aberdeen is not liable for third party sourced data, material or information or the use thereof ("External Data") licensed or purchased by Client, or for the benefit of the Client either directly or through Aberdeen, for or in connection with the Services provided by Aberdeen. Examples of External Data include but are not limited to: demographic data, postal data and data furnished to Aberdeen by Client. Issues relating to the quality of External Data must be addressed with the source provider. External Data is for Client's internal use only in connection with the Services and in accordance with this Agreement and the Schedules and is not for resale or other use or disclosure. Certain list providers may require Client’s signature on such list provider’s end user agreement, prior to furnishing Client or Aberdeen on Client’s behalf with the desired External Data. Client’s use of the External Data and Aberdeen’s use of such for the benefit of the Client shall be subject to any and all applicable marketing preference management and suppression requirements and all other applicable laws and regulations, as well as any conditions imposed by the source of such External Data. In all lists provided by Client to Aberdeen (i.e. mail lists, e-mail lists, and telephone lists), Client represents and warrants to Aberdeen that it has executed any and all applicable suppression activities against internal and external suppression list applicable to the Service provided such that solicitation preferences will be honored. Client acknowledges and agrees that Aberdeen may suppress mail addresses, e-mail addresses and telephone numbers from lists supplied to Aberdeen that contain the names of individuals who have selected not to receive solicitations from Aberdeen. Client further acknowledges and agrees that unless otherwise set forth in the Schedule, Aberdeen may, at Client's expense, suppress mail addresses, telephone numbers, and or email addresses against applicable suppression files associated with the Services provided. Aberdeen acknowledges and agrees to provide Client with any expressed solicitation preferences received on behalf of the Client through the execution of the Services provided in a manner and timeframe relevant to the Service provided.
XXVI. Compliance with Laws. Each party bears sole responsibility for its compliance with all applicable laws, regulations, orders and other requirements of all governmental authorities having jurisdiction over such party and its respective assets, properties and operations and for compliance with its own public privacy policies, terms and conditions and similar online documents.
XXVII. EU General Data Protection Regulation. Aberdeen collects, processes and shares personal information based on the lawful purpose of the balance of interests under the General Data Protection Regulation. Aberdeen has conducted an assessment to ensure (a) Client has legitimate business interests in processing the personal data, (b) the processing is necessary in pursuit of these interests, and (c) the rights of the individuals who are the subjects of the personal data Aberdeen processes have been taken into account and do not override Aberdeen’s interests. Aberdeen may process data under this lawful basis. Aberdeen never shares information about individuals who have objected to processing under legitimate interest.
Client agrees that it is compliant with all aspects of the General Data Protection Regulation pertaining to the rights of residents of the EU and EEA over their personal identifiable information (PII Data). This includes but is not limited to: (a) the appropriate justification for handling, processing and storing data; (b) the ability to enable data subjects to exercise their right of access to data; (c) to have in place security measures and to inform Aberdeen of any security breach within 72 hours; (d) the right to transfer data across international borders, if applicable; and (e) ensuring that any sub-processors used by Client are similarly compliant with GDPR. Client will also be required to access the Aberdeen suppression database each month and remove all data subjects who have opted out of the Aberdeen database.
XXVIII. Independent Contractor. In providing or performing Products and/or Services for the Client under this Agreement and all Schedules, Aberdeen is acting at all times as an independent contractor and not as an agent or employee of the Client. Neither this Agreement nor any Schedule shall be deemed to constitute a partnership or joint venture arrangement between Aberdeen and Client.
XXIX. Contract Authorization/Counterparts: Each party represents that the individual signing on its behalf has full authority to bind such party to this Agreement. This Agreement may be executed (including execution by way of an electronic or other signature stamp (hereinafter “E-signature”)), in counterparts and all such executed documents (including facsimile’s which shall have the same effect as an original document) when taken together shall have the same force and effect as a single document. If a party executes the Agreement by way of E-signature, such party agrees that such E-signature will be deemed a valid signature and forever waives any right to claim that such E-signature is not valid and does not bind such party to the terms of the Agreement.
XXX. Entire Agreement: This Agreement and any Schedules executed in connection with this Agreement constitutes the entire understanding between Aberdeen and Client and supersedes all prior oral and written communications as they pertain to this Agreement. This Agreement may not be altered except by a written agreement signed by authorized representatives of Aberdeen and Client.