ASGARD LICENSE TERMS AND CONDITIONS
BY AGREEING TO A DOCUMENT (AN “ORDERING DOCUMENT”) INCORPORATING THESE ASGARD LICENSE TERMS AND CONDITIONS (“THE TERMS”) ASGARD AND LICENSEE AGREE THAT THESE TERMS SHALL GOVERN THE RELATIONSHIP BETWEEN THE PARTIES AS TO ANY ASGARD PRODUCTS OR SERVICES PROVIDED OR TO BE PROVIDED TO LICENSEE AS SET FORTH IN SUCH ORDERING DOCUMENT. AS TO ANY PARTICULAR ORDERING DOCUMENT, THE ORDERING DOCUMENT, THE SERVICES DEFINITIONS AND SERVICE-SPECIFIC TERMS AND CONDITIONS, AND THESE TERMS TOGETHER CONSTITUTE THE AGREEMENT OF THE PARTIES AND ARE REFERRED TO COLLECTIVELY HEREIN AS THE “AGREEMENT.” IN THE EVENT OF ANY CONFLICT BETWEEN THE ORDERING DOCUMENT AND THESE TERMS, THESE TERMS SHALL PREVAIL UNLESS THE ORDERING DOCUMENT EXPRESSLY PROVIDES THAT IT IS MODIFYING THESE TERMS WITH RESPECT TO SUCH AGREEMENT.
Licensee and Asgard agree as follows:
“Asgard” means ASGARD LABS SAS or one of its affiliates, as set forth in the Ordering Document.
“Licensee” means the party to whom Asgard is to provide products or services pursuant to the Ordering Document (whether identified as “licensee”, “customer”, “client” or similar designation in the Ordering Document). If “Licensee” includes more than one legal person, the obligations imposed upon each shall be joint and several. The act of, notice from or to, or signature of any one or more of the persons included within “Licensee” shall be binding on all such persons with respect to all rights and obligations under this Agreement, including but not limited to any renewal, extension, termination or modification of this Agreement.
1.1 Asgard, directly or through an affiliate, agrees to provide to Licensee the products and/or services set forth in the Ordering Document (the “Services”). The Services may include information (the “Licensed Materials”), access to and/or use of software or other technology (the “Asgard Technology”), or other services including premium support. Asgard will make the Services available to the Licensee via password-protected online access accessible by Licensee with usernames and passwords, via an application programmer interface (“API”) protected by an API key, or as otherwise mutually agreed by the parties. Subject to the terms and conditions herein, Asgard grants to Licensee a non-exclusive, non-transferable license to access and use the Services in accordance with this Agreement and during the Term of this Agreement.
1.2 The Services will be provided as they exist. Information provided as part of any Licensed Materials may be updated on an ongoing basis and provided according to the criteria used to define the scope of the subscribed Services. Licensee understands and acknowledges that the contents of Licensed Materials will change over time as the data is updated and that at any given time it has a right to access and use the data to which it is subscribed as it exists at that time. Features and functions of the Asgard Technology are provided “as is”. Any update or modification to the features and functions of the Asgard Technology shall be notified to Licensee with thirty (30) days prior written notice. In case of disagreement with the new version of the Services, Licensee remain free to terminate the Agreement in the conditions detailed below.
1.3 Ownership. Licensee acknowledges and agrees that, as between Licensee and Asgard, the Licensed Materials, the Asgard Technology, and any related documentation (including, without limitation, the content, layout, functions, design, appearance, trademarks, service marks, copyrights, patents, and other intellectual property comprising the Licensed Materials or Asgard Technology) are the property of Asgard, whether or not they are trademarked, copyrighted, or patented. Licensee acknowledges and agrees that this Agreement does not transfer any ownership, right, title, or interest in the Licensed Materials or Asgard Technology, nor any part thereof, except the limited license provided hereunder, and Licensee expressly disclaims and waives any and all claims to any ownership interest in any such information or materials. This includes, without limitation, any Licensed Materials that Licensee downloads, prints, saves, or incorporates into other materials. Licensee further acknowledges and agrees that the Licensed Materials, in whole or in part, are unique, special, and valuable. Subject to the limited rights expressly granted hereunder, Asgard, its affiliates and/or its licensors reserve all right, title, and interest in and to the Licensed Materials and Asgard Technology, including all related intellectual property rights. No rights are granted to Licensee hereunder other than as expressly set forth herein.
1.4 Third-Party Applications. “Third-Party Applications” means computer software programs and other technology that are provided or made available to Licensee or Authorized Users by third parties, including those with which the Asgard Technology may interoperate, including, for example, Licensee’s CRM, marketing automation software, or sales enablement software, if any. Asgard may make available certain “Integration Tools”, which consist of Asgard Technology designed to allow Licensee to use Asgard Technology and the Licensed Materials in such a way as to interoperate with one or more Third-Party Applications. Asgard is not responsible for and does not endorse any Third-Party Applications or websites linked to by Asgard Technology.
2.1 Authorized Users. Licensee shall be entitled to designate persons as Authorized Users up to the number of Authorized Users subscribed as stated in the Ordering Document. If Licensee designates additional persons as Authorized Users beyond the number subscribed, such designation may be deemed by Asgard, to be confirmed by notice to Licensee, as Licensee’s subscription to such additional number of Authorized Users. In the event of such subscription, Asgard may charge Licensee a corresponding additional Subscription Fee equal to the prevailing per-Authorized User rate multiplied by the period from the date of notice hereunder until the end of the then-current Term. Each Authorized User will be provided a unique username and password. Such usernames and passwords may not be shared and may not under any circumstances be used by anyone who is not an Authorized User. If any Authorized User’s login credentials are disclosed to any person who is not an Authorized User but who would satisfy the qualification requirements of Section 2.2 hereof, Asgard may, upon notice to Licensee, deem such sharing to be Licensee’s subscription to the number of additional Authorized Users equal to the number of persons to whom such credentials were disclosed. Licensee shall be responsible for compliance with the terms of this Agreement by all Authorized Users, including, without limitation, the restrictions on use and transfer of Licensed Materials set forth herein. Licensee acknowledges and agrees that Authorized Users must provide Asgard with certain identifying information, including their name and a business email address, and that Authorized Users may be required to accept an end-user license agreement agreeing to Asgard’s privacy policy and representing that they are authorized to access the Services on Licensee’s behalf.
2.2 Qualification of Authorized Users. Licensee shall not designate any person as an Authorized User unless such person is: (1) a natural person and (2) an employee of Licensee. Licensee may designate a non-employee (i.e., an independent contractor) as an Authorized User only with prior written notice to Asgard and provided Licensee takes reasonable steps to ensure such non-employee uses the Services only as permitted under this Agreement. If the employment of any Authorized User that was in effect as of the date such person was designated as an Authorized User terminates, such person’s authorization to access the Services shall be revoked automatically without any further action by Asgard. In the event of a termination, the Licensee shall take all reasonable steps to ensure that such person ceases accessing the Services. Licensee may reassign Authorized User designations at any time subject to the foregoing qualification requirements.
2.3 Authorized Uses, Restrictions. Licensee shall not access or use the Services for any purpose except the business-to-business sales, marketing, recruiting, or business development activities of Licensee. Licensee shall not access or use the Licensed Materials for the benefit of or on behalf of any person or entity except Licensee. Subject to Licensee’s compliance with all applicable laws, rules, and regulations, Licensee may use the Services to: (i) view the Licensed Materials; (ii) communicate with any Licensed Materials Contact in a manner that relates to such person’s profession, business, or employment; and (iii) identify prospective sales opportunities, research Licensee’s existing customers and prospects, and otherwise analyze the Licensed Materials in a manner relating to Licensee’s business-to-business sales, marketing, recruiting, and business development activities. Licensee shall not permit anyone who is not an Authorized User to access or use the Services, including any Licensed Materials or any Authorized User login credentials. Licensee shall not distribute, sublicense, transfer, sell, offer for sale, disclose, or make available any of the Licensed Materials or any part of the Services to any third party. Licensee shall not incorporate any portion of the Services or Licensed Materials into Licensee’s own products or services. Upon expiration or termination of this Agreement for any reason, Licensee shall cease accessing the Services and shall cease using the Licensed Materials in any way. Notwithstanding the foregoing, where Licensee has, through using the Licensed Materials in a manner permissible under this Agreement, received responsive communication from a Licensed Materials Contact, Licensee shall not be required to delete such Licensed Materials Contact record upon expiration or termination hereof and may continue to use such information in a manner otherwise consistent with this Agreement. Licensee is solely responsible for any communications between Licensee or any Authorized User and any Licensed Materials Contact.
2.4 Permitted Use of Asgard Technology, Restrictions. Licensee is permitted to use the Asgard Technology solely for the purpose of accessing and using the Licensed Materials as permitted by this Agreement. Licensee will not (i) reverse assemble, reverse engineer, decompile, or otherwise attempt to derive source code from any of the Asgard Technology; (ii) reproduce, modify, create, or prepare derivative works of any of the Asgard Technology or related documentation; (iii) distribute or display any of the Asgard Technology or related documentation other than to Authorized Users; (iv) share, sell, rent, or lease or otherwise distribute access to the Asgard Technology, or use the Asgard Technology to operate any timesharing, service bureau, or similar business; (v) create any security interest in the Asgard Technology; (vi) alter, destroy, or otherwise remove any proprietary notices or labels on or embedded within or on the Asgard Technology or related documentation; (vii) disclose the results of any Asgard Technology or program benchmark tests to any third parties without Asgard’s prior written consent; or (viii) use automated means, such as bots or crawlers, to access any Asgard Technology or extract information therefrom (except such means as are included within the Asgard Technology, such as Integration Tools, or such other means as are expressly approved in advance in writing by Asgard). Licensee may use Asgard Technology only in accordance with this Agreement and not for the benefit of any third party, except with Asgard’s express prior written permission.
2.5 Limitations on Use of the Services. Licensee shall use the Services in a responsible and professional manner consistent with the intended and permissible uses herein and consistent with standard industry practice. Licensee shall not override or circumvent, or attempt to override or circumvent, any security feature, control, or use limits of the Asgard Technology. Licensee will not use the Licensed Materials or Asgard Technology for commercial purposes not permitted under this Agreement and shall not designate any person as an Authorized User if Licensee has reason to believe such person is likely to use the Services on behalf of a third party or otherwise in violation of this Agreement. Asgard may use technological means to place reasonable use limits to prohibit excessive use, including excessive downloads or screen views that indicate a violation of this Agreement, such as sharing with third parties or attempting to circumvent limitations to purchased credits (if applicable). Asgard has the right to limit the access to the Services, if Licensee does not remedy the breach within fifteen (15) days after receipt of notice in writing, except if Asgard has to do so for any security reasons.
2.6 Identification of Licensed Materials. Licensee shall not integrate Licensed Materials into any CRM, marketing automation, or sales enablement system for the purpose of allowing persons who are not Authorized Users to access or use the Licensed Materials. Any Licensed Materials that are downloaded and/or integrated into any CRM system must be maintained with identifying information indicating that such materials originated with Asgard by, for example, maintaining a lead source of “Asgard.”
2.7 Unauthorized Access and Use. In the event Asgard has a reasonable belief that Licensee or any Authorized User is engaged in any unauthorized access or use of the Licensed Materials or Asgard Technology in violation of this Agreement, Asgard may suspend Licensee’s access to the Licensed Materials and/or Asgard Technology after a prior written notice remained without effect for fifteen (15) days, except if Asgard has to do so without undue delay for any security reasons or personal data breach. Asgard will have, in the event of an actual breach of this Agreement, no liability to Licensee for such period of suspension and a suspension shall have no effect on the Term of this Agreement nor on Licensee’s obligation to pay the Subscription Fee.
3.1 Term. The Initial Term of the Agreement is that which is set forth in the Ordering Document (together with any period of extension under Section 3.2 hereof, the “Term”). The Agreement is not cancellable and shall remain in effect until it expires or is earlier terminated according to its terms.