License Supplement

BY VISITING THIS SITE, THE LICENSEE ACKNOWLEDGES THAT THE LICENSEE HAS READ AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE SUPPLEMENT.

This License Supplement(“Supplement”) is made between MNI of Evanston, Illinois (“MNI”) and the customer (“Licensee”) and supplements and forms a part of the IndustrySelect License Agreement (“License”). This Supplement governs Licensee’s use of certain email addresses (“Email Addresses”) and phone numbers (“Phone Numbers”) provided as part of Licensee’s IndustrySelect Subscription.

All capitalized terms not defined in this Supplement are defined in the License. In the event of any conflict between this Supplement and the License, this Supplement shall control with respect to Email Addresses and Phone Numbers.

Email Addresses and Phone Numbers are part of the “Data” as defined in the License. All restrictions, prohibitions, and limitations in the License apply fully to Email Addresses and Phone Numbers, including without limitation restrictions on sharing, resale, sublicensing, productization, creation of derivative or competing products, and use in artificial intelligence or machine learning systems. This Supplement adds additional rules and requirements specific to Email Addresses and Phone Numbers and does not limit any restriction in the License. This Supplement does not grant any rights to use Email Addresses or Phone Numbers except as expressly permitted under the License.

Licensee will have access to Email Addresses and Phone Numbers for many of the contacts listed in the Data, which it may use in accordance with the terms of this Supplement and the License.

Email Addresses and Phone Numbers are not available for every contact in the MNI database. Many contacts may not have an Email Address or Phone Number available. Licensee was offered current counts before signing this Supplement for informational purposes only, and not as a guarantee of availability or volume, with the understanding that the number of available Email Addresses and Phone Numbers may increase or decrease, and may do so materially, over the course of Licensee’s Subscription as data is updated, corrected, added, and removed. Such changes are a normal part of maintaining data quality and will have no impact on Licensee’s pricing.

While MNI has made every reasonable effort to ensure the validity of the Email Addresses and keep up with changes, deliverability cannot be guaranteed. Historically, average undeliverable rates across the database have often fallen in the range of approximately 10–25%, but actual results for Licensee may be higher or lower and may vary materially based on many factors such as executive turnover, temporary issues such as a full recipient mailbox, and other factors beyond MNI’s control such as the reputation of Licensee’s mail server, volume of email sent, subject line, and message content, all of which can impact spam filters and blacklists. There are no warranties that the Email Addresses are error free, and no refunds or credits are provided for undeliverable Email Addresses. MNI will, however, provide reasonable assistance to Licensee to help achieve the highest level of deliverability.

While MNI has made every reasonable effort to ensure the validity of the Phone Numbers and keep up with changes, number accuracy cannot be guaranteed. Historically, average invalid number rates across the database have often fallen in the range of approximately 10–20%, but actual results for Licensee may be higher or lower and may vary materially based on many factors such as executive turnover, temporary issues such as a full recipient voicemail, and other factors beyond MNI’s control such as the reputation of Licensee’s phone number and whether it has been flagged by carriers as “Spam” or “Telemarketer.” There are no warranties that the Phone Numbers are error free, and no refunds or credits are provided for invalid Phone Numbers.

It is Licensee’s sole responsibility to ensure that any emails it sends are in full compliance with all federal, state, and local email marketing laws, statutes, and regulations, including, but not limited to, the CAN-SPAM Act. The CAN-SPAM Act requires businesses to include accurate sender information, avoid misleading subject lines, provide a clear opt-out mechanism, honor opt-out requests promptly, and include a valid physical postal address, among other provisions. Licensee assumes responsibility for these provisions even if it has hired a service provider to handle email marketing on its behalf. Licensee is advised that some contacts listed in the Data may be physically located outside the U.S. and may be subject to additional email marketing laws or restrictions set by other countries. MNI does not provide legal advice, and Licensee should consult its own legal counsel regarding its compliance obligations.

Licensee acknowledges that many third-party email service providers, marketing platforms, customer relationship management (CRM) systems, and similar services prohibit or restrict the use of purchased or third-party email lists and may prevent the import of Email Addresses obtained from MNI, or may suspend or terminate accounts that attempt to do so. MNI does not control and is not responsible for the policies, restrictions, or enforcement actions of any such third-party providers and does not guarantee that the Email Addresses can be used with any particular platform, service, or system. It is Licensee’s sole responsibility to perform its own due diligence, to understand and comply with the terms of any email service provider or platform it uses, and to ensure that it has a lawful and compliant method of sending email (such as its own mail server) before purchasing or using the Email Addresses. No refunds or credits will be provided if Licensee is unable to use the Email Addresses due to the restrictions or actions of any third-party provider.

Contacts listed in Data have not “opted in” to be contacted by Licensee nor have undergone “opt out” processing. Any contact attempts made by Licensee are considered unsolicited. Per CAN-SPAM, Licensee must include a method for the recipient to opt out of receiving future email and honor such requests within the time period required by law. Licensee will not disclose to any recipient that their personal information was obtained from MNI, refer to MNI by name or inference, nor suggest in any way that the recipient contact MNI to remove their information from MNI’s database.

It is Licensee’s sole responsibility to ensure that any telephone calls, text messages, or other communications it initiates using any Phone Numbers included in the Data are in full compliance with all applicable federal, state, and local laws, statutes, and regulations, including, but not limited to, the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule (TSR), and all applicable “Do Not Call” laws and regulations, including the National Do Not Call Registry and any applicable state or internal do-not-call lists. MNI does not provide legal advice, and Licensee should consult its own legal counsel regarding its compliance obligations.

Contacts listed in the Data have not provided prior express consent (or any other form of consent) to be called or texted by Licensee, nor have such contacts undergone “do not call” or suppression processing by Licensee. Licensee acknowledges that the inclusion of any phone number in the Data does not constitute and shall not be deemed to constitute consent to place any call or send any message to such number. Any calls, text messages, or other communications initiated by Licensee using such phone numbers are considered unsolicited. Licensee is solely responsible for determining whether it may lawfully place any call or send any message to any such number and for complying with all applicable “Do Not Call,” opt-out, suppression, consent, and similar requirements. Licensee must honor any do-not-call or opt-out request within the time period required by applicable law and must maintain its own internal do-not-call and suppression lists as required by law. Licensee will not disclose to any recipient that such recipient’s phone number or personal information was obtained from MNI, will not refer to MNI by name or inference, and will not suggest in any way that the recipient contact MNI to remove their information from MNI’s database.

While the use of the Data is at its own discretion, Licensee will not knowingly violate federal, state, or local laws, nor use the Data to promote products, services, or content that are illegal, illicit, harmful, hateful, inappropriate, or unsuitable for the intended audience. Licensee acknowledges that the Data, while intended for business-to-business use, may in rare cases include information relating to individuals under the age of eighteen without MNI’s knowledge or intent. Licensee is solely responsible for ensuring that its use of the Data complies with all applicable laws and regulations, including any laws governing communications with minors.

MNI cannot guarantee that the use of the Data will meet Licensee’s requirements or achieve any particular results or level of success. Whether an email is delivered, opened, read, or acted upon, or whether a call or text message is answered, returned, or responded to, is dependent on many factors beyond MNI’s control, including, but not limited to, the reputation of Licensee’s mail or calling systems, volume of communications sent or placed, sender or caller identification, subject line, message or script content, timing, and the nature of the offer. No refunds or credits are provided if Licensee’s use of the Data does not produce the desired results. MNI shall not be liable for any special, punitive, incidental, indirect, or consequential damages, loss of value, loss of production, loss of financial advantage, or loss of profits or business opportunities arising out of or relating to the use of the Data.

With non-exportable Subscription versions, Licensee can view up to 500 Email Addresses and up to 500 Phone Numbers per day, subject to speed limitations. Compiling, harvesting, reverse engineering, transcribing, re-keying, or systematically extracting Email Addresses or Phone Numbers, whether manually or by automation, is strictly prohibited. The intent of the non-exportable version is to look up records and perform limited, individual, one-at-a-time outreach. Any attempt to extract Email Addresses or Phone Numbers for purposes of building a mass contact list or database is not permitted and will result in additional speed limitations and possible termination of the Subscription.

Licensee may use the Email Addresses and Phone Numbers in accordance with this Supplement only while its Subscription is active. If Licensee chooses not to renew upon expiration, or its account is otherwise not in good standing, Licensee must immediately and permanently cease all use of the Email Addresses and Phone Numbers and any copies thereof for any outreach, marketing, prospecting, sales, emailing, calling, texting, or other business purposes. Any use of the Email Addresses or Phone Numbers after expiration or termination other than as expressly permitted under this Supplement shall constitute a material breach of this Supplement. This excludes recipients who have responded to Licensee’s outreach for more information or to make a purchase, or who have a prior business relationship with Licensee.

Notwithstanding the foregoing, Licensee may retain copies of the Email Addresses and Phone Numbers solely for archival, legal, compliance, recordkeeping, and suppression or do-not-contact purposes, provided that such retained data is not accessed, queried, exported, reactivated, or otherwise used for any business or outreach purpose. Licensee shall not transfer, resell, sublicense, repurpose, or otherwise make available the Email Addresses or Phone Numbers to any third party after expiration or termination.

At MNI’s request, Licensee shall promptly provide a written certification confirming that it has complied with the foregoing post-termination obligations. Licensee acknowledges and agrees that any breach of these post-termination obligations would cause irreparable harm to MNI for which monetary damages would be an inadequate remedy, and that MNI shall therefore be entitled to seek injunctive relief and any other remedies available at law or in equity, in addition to any other rights or remedies under this Supplement. MNI further reserves the right, in its discretion and in connection with certain databases, categories of data, or circumstances, to require Licensee to permanently delete some or all Email Addresses and Phone Numbers and to execute an agreement attesting to such deletion.

The Email Addresses and Phone Numbers constitute confidential and proprietary information of MNI and include trade secrets. Licensee agrees to protect them using at least the same degree of care it uses to protect its own confidential and trade secret information, but in no event less than reasonable care, and not to disclose them to any third party except as expressly permitted by the License and this Supplement. These confidentiality obligations shall survive termination or expiration.

Licensee may not assign, transfer, or sublicense this Supplement or its rights hereunder, whether by operation of law, merger, sale of assets, change of control, or otherwise, without MNI’s prior written consent.

Without limiting Licensee’s indemnification obligations under the License, Licensee will indemnify, defend, and hold harmless MNI and its respective representatives from any third-party claims arising out of or related to Licensee’s use of the Email Addresses and Phone Numbers.

MNI shall not be liable for any failure or delay in performance due to events beyond its reasonable control, including acts of God, war, terrorism, labor disputes, power or internet outages, or governmental actions.

This Supplement is governed by the laws of the State of Illinois. Any dispute shall be brought exclusively in the state or federal courts located in Illinois. Each party waives any right to a trial by jury.

All provisions of this Supplement are intended by their nature to survive termination.