Master Service Agreement

October, 2016

This Avention Service Subscription Agreement, together with all applicable Order Schedule(s) and exhibits thereto (“Agreement”) is entered into by and between the Avention contracting entity referenced in the Order Schedule (“Avention”) and the entity licensing the Services and agreeing to these terms (“Customer”). Avention and Customer may be referred to herein individually as a “Party” and collectively as the “Parties”. This Agreement governs Customer’s access to and use of the Services.


Affiliate – means, with respect to an entity, any other entity that controls, is controlled by, or is under common control with such entity, for the duration of time that such entity controls, is controlled by, or is under common control with such other entity.

Agreement – means this Service Subscription Agreement, all applicable Order Schedule(s), exhibits thereto and amendments agreed to by the parties from time-to-time.

Contract Year – means each successive twelve (12) month period during the Term of the applicable Order Schedule, starting on the effective date of such Order Schedule.

Customer Account ID – means the confidential access code assigned by Avention to Customer for authorized use and access to Service by a User.

Customer Data – means any data originated by Customer that Customer and its Users submit or provide to Avention in the course of accessing or using Service.

Information – means the proprietary data of Avention and/or its third party information providers (“Information Providers”) including Record and/or Record Download Add-On that are made available to Customer as part of Service.

Order Schedule – means an Avention ordering document that states the specific Service subscribed to by Customer including the subscription term, the fees, the number of designated User(s) authorized to use Service and other applicable terms.  Order Schedules shall be deemed incorporated herein by reference.

Record – means business record pertaining to a company, which include company name and address supplied by Avention and contained in Information.

Record Download Add-On – means downloadable business record (including to a CRM system or in any file format, including a Microsoft Excel file, and through an API) pertaining to an individual, which includes email address and/or direct dial telephone number supplied by Avention and contained in Information.

Report – means  PDF CRUSH Report, Excel Company List,  Excel Contact List (including to a CRM system or in any file format, including a Microsoft Excel file or PDF file), and/or other report(s) specified on the Order Schedule, in each case supplied by Avention.

Service – means one or more of Avention’s online subscription-based product(s) and/or any professional data services, extensions or evolutions of such products or services, as specified in the applicable Order Schedule, which may include Information, Record, Record Download Add-On, Report,  databases, and/or user documentation.

Term – means the term of Customer’s license for any particular Service as specified in the applicable Order Schedule.

User – means any employee, officer, onsite consultant and/or contractor of Customer that has authorized access to Service by use of an assigned Customer Account ID, a User-selected User ID and password and use Service exclusively for Customer’s benefit.

User ID – means the unique and distinctive “log-on” identifier selected by a User that is used in conjunction with a User selected password that enables authorized access to Service.


1.1 Avention grants to Customer a limited, worldwide, nonexclusive, nonsublicensable and nontransferable license during the Term to use and access Service and to use, access and display Information, subject to the terms and conditions of the Agreement and applicable laws.

1.2 Avention shall issue a Customer Account ID to Customer.  Customer may provide the Customer Account ID to up to the quantity of designated Users stated in the applicable Order Schedule.  The User ID and password may only be used by one authorized User and may not be shared.  Customer is responsible for any violations of this Agreement by User(s), and Customer shall be responsible for compliance by User(s) with all terms and conditions of this Agreement and the maintenance and security of the Customer Account ID.  In the event that Avention reasonably believes that Customer is exceeding the quantity of designated User(s) stated in the applicable Order Schedule, Avention will, upon ten (10) days written notice, increase Customer’s subscription charges, at the then-current price per User, to reflect the increased usage and/or treat Customer’s actions as a material breach of this Agreement (and Customer shall promptly pay such charges).


2.1 User(s) may access Service and use Information only in the internal operation of Customer’s business.  Customer and User(s) shall not, directly or indirectly: (i) alter, modify, adapt, translate, de-compile, disassemble, reverse engineer, distribute, or create derivative works of Service, (ii) make Service available via a service bureau, time sharing, or similar arrangement, (iii) permit any third party to access Service or Information, except as expressly permitted herein or in the applicable Order Schedule, (iv) attempt to gain unauthorized access to Service or their related systems or networks, or (v) access Service in order to (a) build a competitive data-related commercial product or service, or (b) copy any features, functions or graphics of Service.

2.2 Customer and User(s) shall not copy or download excessive quantities of Information or scrape, batch harvest, upload or in any other way reproduce Information for the purpose of aggregating Information.  Users are limited to downloading 5,000 Records and up to 10,000 Record Download Add-Ons in any single download, and are prohibited from downloading more than 500,000 Records in any Contract Year. User(s) may copy and distribute small and insubstantial quantities of Information for Customer’s internal use only to the extent that such Information has no independent commercial value and could not be used by a recipient as a substitute for purchasing additional licenses and/or Reports.

2.3 Customer and User(s) shall not distribute, resell, loan, rent, transfer or convey Service or Information to, or on behalf of, any third party (including any Affiliate, franchisee or dealer of Customer).  This prohibition on distribution to third parties includes a prohibition on the use of Information to generate any statistical information that is or will be provided to third parties, publication of Information in the news media, use of Information for comparison to other information databases that will be provided to third parties or use of Information in any legal proceeding, unless required by law and where Customer has notified Avention of such legal requirement.

2.4 Customer and User(s) shall not use Information as a factor in connection with: (i) establishing an individual’s eligibility for credit or insurance; (ii) underwriting individual insurance; (iii) evaluating an individual for employment or for promotions, reassignment or retention as an employee; (iv) a determination of an individual’s eligibility for a license or other benefit granted by a governmental instrumentality; (v) any sweepstakes, contest game or similar promotional devices; (vi) any pornographic product or service or other product or service which caters to prurient interests; or (vii) criminal investigations or other law enforcement purposes.

2.5 Customer and User(s) shall use Service and Information in compliance with all applicable laws and regulations, including but not limited to those regarding telemarketing, commercial email, customer solicitation (including fax or wireless advertising and/or direct mail solicitation), data protection, privacy and anti-corruption, as well as any industry guidelines to which Customer is subject.  Information may contain personal information protected under the data protection laws and regulations of various countries and Customer shall comply with any applicable obligations required under such laws and regulations and ensure that such personal data is only used by appropriate and trained personnel.  Services may contain email addresses found in the public domain and Customer will abide by the guidelines of all applicable anti-spam and direct marketing laws and regulations when handling such email addresses.  Avention and its Information Providers shall have no liability arising out of or relating in any way to any solicitation and/or communication Customer or its Users make using Information or Service.  Systematic access or extraction of Information by any automated means is strictly prohibited, including the use of “bots” or “spiders.”

2.6 In addition to the foregoing, Customer and Avention will comply with those specific data privacy and protection requirements, to the extent applicable to Customer and the Service (the “Specific Requirements”), incorporated herein by this reference.


3.1 Avention shall use commercially reasonable efforts to make Service available to Customer during the Term stated in the applicable Order Schedule.  Customer shall be solely responsible for the selection and use of telecommunications, internet access, and any other systems and services required to connect to, access or otherwise use Service, including, without limitation, computers, computer operating system and web browser (collectively, the “Equipment”) and any charges associated therewith.  Avention shall have no liability with respect to Customer’s or its Users’ inability to access or use Service or Information resulting from the Equipment needed to connect to, access or otherwise use Service or Information.

3.2 Avention’s Customer Support Department shall use commercially reasonable efforts to respond to Customer’s and User(s) reasonable telephone and e-mail inquiries regarding problems with Service as follows:

Customer Support US:

+1 800-433-0287

+1 978-318-4650

Monday – Friday  9:00 am – 8:00 pm EST/EDT

Customer Support UK & EMEA:

+44 (0) 800 389 4265

+44 (0) 207 415 7721

Monday-Friday 9:00 am and 5:30 pm GMT/BST

10:00 and 18:30 CET/CEST

3.3 Avention shall have the right to perform scheduled or emergency maintenance with respect to Service that may limit or suspend the availability of Service.  Avention shall provide reasonable prior electronic or other notice of all scheduled maintenance activities, and shall use commercially reasonable efforts to limit potential service disruptions and when reasonably practicable will schedule such maintenance activities during non-peak hours.


4.1 The term of this Agreement shall commence on the Effective Date and shall continue in effect until terminated in accordance with this Section 4.  In each case, the applicable Order Schedule will set out the Term during which Avention will provide Service and Information to Customer.  This Agreement may be terminated as follows:

(i) by either Party without cause, with at least thirty (30) days written notice, in the event that there are no Order Schedule(s) currently in effect; or

(ii) by either Party immediately, if the other Party shall have materially breached this Agreement (including failure to pay for Service under this Agreement) and failed to cure such material breach and prevent its reoccurrence within thirty (30) days after written notice from the non-breaching Party; or

(iii) by either Party immediately upon written notice in the following circumstances: (a) the other Party makes a general assignment on behalf of creditor(s); (b) the other Party admits in writing an inability to pay debts as they mature; (c) a proceeding is instituted for relief under applicable bankruptcy protection laws or similar laws, and such proceeding is not dismissed within forty-five (45) days; and/or (d) the other Party ceases to conduct business in the ordinary course consistent with its previous practices.

4.2 Avention reserves the right to monitor Service to audit Customer’s and User(s)’ compliance with the terms of the Agreement including the right to deploy IP authentication and/or protectedPDF digital rights management. Avention may suspend Customer’s access to Service (i) if Avention reasonably suspects or believes it detects any prohibited use of Service or Information, and during any investigation it may undertake based on such suspicion or belief, or (ii) upon written notice to Customer for material breach.  Any investigation will be carried out promptly and Customer agrees to cooperate with Avention in connection with any such investigation.  A suspension under this Section 4.2 shall not modify or otherwise be deemed as a waiver of Avention’s right to terminate, or any other right or remedy, available under this Agreement or under applicable law. A violation of Section 2 shall constitute a material breach of this Agreement and may, at Avention’s option, result in (x) a denial of access by Customer or User(s) to Service and/or Information, or (y) any other remedy available to Avention under this Agreement or under applicable law.

4.3 In the event a Party has the right to terminate this Agreement, such Party shall also have the right to terminate any or all Order Schedules then in effect.  Sections 2, 6, 7, 8, 9, 10, and 11 and this Section 4 shall survive any termination or expiration of this Agreement. Notwithstanding termination under this Section 4, unless otherwise mutually agreed to in writing by the Parties, this Agreement shall govern the Order Schedule(s) as executed by the Parties.  To the extent that a conflict arises between a provision in this Agreement and a provision in any Order Schedule, the Order Schedule shall control.

4.4 Upon expiration or termination of the applicable Order Schedule or this Agreement, the rights and license granted hereunder will automatically terminate and Customer shall: (i) ensure that copies of all or any portion of Service or Information are deleted from its computers and the computers of any service provider or other third party of Customer; (ii) cease using Service or Information, and at Avention’s written request, delete or destroy all copies, whether in print, tape or other media, of Service or Information in its possession; and (iii) certify in writing that it has deleted or returned to Avention all copies of Service or Information in their possession.  This requirement shall not apply to: (i) Information that Customer has embedded into Customer’s internal databases or business records through its authorized use of Service (“Embedded Data”), provided, however, that Customer’s use of such Embedded Data shall continue to be subject to the terms and conditions of this Agreement after the expiration or termination of the applicable Order Schedule or this Agreement and Avention shall have the right to request that Customer ceases its use of any Embedded Data in the event that any of  Information Providers require Avention to do so under its agreement(s) with such Information Providers or Avention reasonably believes it is required to do so under any applicable law; or (ii) one copy of Service or Information maintained strictly for archival or regulatory compliance purposes (such backup or archive shall not be used for any commercial purpose).


5.1 Customer agrees to pay the total charges stated in the current or any renewal Order Schedule(s) (“Total Charges”) within thirty (30) days following the date of invoice.  Customer agrees to pay any and all taxes (excluding Avention income taxes), however designated, and related to the Total Charges or the Agreement. Customer will provide Avention with complete and accurate billing and contact information and update such information within thirty (30) days after any changes to such information.  All fees paid are non-refundable.  Customer shall be responsible for (i) all reasonable costs and reasonable attorneys’ fees incurred by Avention to collect any overdue amount of the Total Charges, and (ii) the lower of interest charges of eighteen percent (18%) per annum and the maximum rate of interest allowed by law.  If Customer disputes any charge, Customer will notify Avention of such dispute in writing prior to the due date of the payment at issue.


6.1 Each Party warrants that this Agreement constitutes a valid and binding obligation of, and is enforceable against it, in accordance with the terms of this Agreement and that its execution and performance of this Agreement does not and will not conflict with any agreement, arrangement or understanding that it has with any third party.



7.1 In no event shall Avention, any Information Provider, or third party supplier of Avention have any liability, in contract, tort, or otherwise, for any indirect, special, incidental, consequential (including loss of business or profits), or punitive damages, or acts of third parties, arising out of this Agreement or Service provided hereunder, even if Avention or its Information Providers have been advised of the possibility of such damages to the maximum extent permitted by applicable law.  Information Provider will have no liability under this Agreement to Customer, its Users, or any third party to the maximum extent permitted by applicable law.  In no event shall the liability of Avention for any claim hereunder exceed the Total Charges paid by Customer for the particular Service under the applicable Order Schedule(s) in the twelve (12) months prior to when the claim arose.


8.1 Customer acknowledges and agrees that the terms of this Agreement,  Information and any other information that is provided, made available or otherwise disclosed to Customer by Avention that is labeled “confidential” or that Customer should reasonably expect to be confidential given the context of its disclosure (collectively, “Confidential Information”), is proprietary to Avention and/or its Information Providers and comprises:  (i) original works of authorship, including compiled information containing Avention and/or its Information Providers selection, arrangement, coordination and expression of such information or pre-existing material it has created, gathered or assembled; (ii) confidential and trade secret information; and (iii) information that has been created, developed and maintained by Avention and/or its Information Providers at great expense of time and money.  Avention hereby reserves all ownership rights (including copyrights and database rights and other intellectual property rights) in Service and Information and any items it creates or derives in the course of performing Service.  Customer acknowledges that misappropriation or unauthorized use of the Services and Information by others for commercial gain would unfairly and irreparably harm Avention and/or its Information Providers.

8.2 If in connection with Service provided by Avention hereunder, Customer provides Avention with the Customer Data and/or Customer’s confidential information (such as customer and prospective customer lists, financial information, sales and marketing plans, techniques, processes, programs, and schematics, software source documents, and any other information Avention knows or has reason to know is confidential and proprietary information of Customer), then Avention agrees to protect the confidentiality of such information and not use the information except as acknowledged in this Agreement. Notwithstanding the foregoing, the following shall not be deemed part of Customer’s confidential information: information that (i) becomes available to the public through no fault or negligence of Avention; (ii) was already rightfully known to Avention as of the date hereof, and not subject to any duty of confidentiality; (iii) is independently developed by Avention without reference to any Customer confidential information; or (iv) is lawfully and in good faith made available or known to Avention by a person not connected with Customer and without an obligation of confidence to such party, directly or indirectly.  Customer shall be solely responsible for the accuracy, quality, content and legality of Customer Data, the means by which Customer Data is acquired and the transfer of Customer Data outside of Service.

8.3 Each Party agrees that it shall not commit or permit any act or omission by its agents, employees or any third party that would impair the other Party’s and/or Information Provider’s copyright, database rights or other proprietary or intellectual property rights.  Each Party shall take security measures to prevent the unauthorized duplication, distribution, or use of the Service and Information and other Confidential Information at least equal to that which the other Party uses to protect its own proprietary or confidential information, and in no event shall such measures be less than commercially reasonable degree of care.  Customer will not use the tradenames, trademarks, service marks or copyrighted materials of Avention and/or its Information Providers in any manner without the prior written approval of Avention. Customer shall reproduce Avention’s and/or its Information Provider’s copyright notice and proprietary rights legends on all copies of the Information. In addition, Customer agrees to honor and comply with reasonable requests submitted by Avention and/or its Information Providers to protect its and their respective rights in Service and Information.


9.1 Except to the extent caused by the acts or omissions of Customer, Avention will defend, hold harmless, and indemnify Customer against all liabilities, costs, and expenses (including reasonable attorneys’ fees) incurred by Customer that arise out of any claim asserted by a third party (except for claims for which Avention is entitled to indemnification under Section 10) that Service infringes a United States patent, copyright, or trade secret, subject to the following conditions:

(i) Customer promptly notifies Avention in writing of any notice of such claim; and

(ii) Avention, at its option, will have sole control of such defense and all negotiations for any settlement or compromise, provided that Customer shall be entitled to participate in its own defense at Customer’s expense; and

(iii) should Service become, or in Avention’s opinion be likely to become, the subject of any such claim, Avention may, at Avention’s option and expense, (a) procure for Customer the right to continue using Service, (b) modify Service so that it becomes non-infringing, (c) remove the affected portion(s) of Services and reduce the Total Charges on a pro rata basis to reflect such removal, or (d) refund or credit Customer the pro-rata portion of Total Charges paid representing the unused portion of the subscription and terminate the applicable Order Schedule(s) or this Agreement.

9.2 Avention’s indemnification obligation and liability shall not apply to the extent the infringement arises out of: (1) any Service or Information that has been altered, modified, or revised by any person other than Avention; or (2) the combination, operation, or use of the Service or Information with products not furnished by Avention; or (3) Customer’s continuation of the allegedly infringing activity after being notified to cease such activity. This Section 9 states Avention’s sole liability to Customer, and Customer’s exclusive remedy against Avention, for any type of claim described in this Section 9.


10.1 Customer shall defend, hold harmless, and indemnify Avention and/or its Information Providers from and against all claims, liabilities, costs, and expenses (including reasonable attorneys’ fees) incurred by Avention and/or its Information Providers arising out of or relating to (i) the use of or access to Service or Information by (a) individuals or entities that have not been authorized by this Agreement to have access to and/or use Service or Information; or (b) Customer or its User(s) to the extent such use is not permitted under the terms of this Agreement; (ii) any claims that the Customer Data violates or infringes the intellectual property rights of any third party; or (iii) Customer’s (a) violation of any applicable law, rule or regulation in connection with its or its Users’ access to or use of the Service or Information, or (b) breach of any other obligation under the Specific Requirements.


11.1 Neither Party shall assign this Agreement without the other Party’s written consent, except that either Party may assign this Agreement without the consent of the other Party to any entity that directly or indirectly controls, is controlled by, or is under common control with such assigning Party, or to a successor to all or substantially all of its business, assets, and obligations. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns. The Parties are independent contractors and no joint venture, partnership, employment, or agency relationship exists between Avention and Customer as a result of this Agreement or use of the Services.

11.2 Avention reserves the right to reconfigure, modify, update, upgrade, enhance, migrate and/or substitute the Services, provided that such changes do not materially decrease the existing functionality of the Services. Avention shall notify Customer as soon as is reasonably practicable if any such change affects this Agreement. Customer’s and Users’ continuing use of the Services and the Information will constitute their acceptance of such requirements. The terms and conditions of this Agreement are severable and if any provision is deemed illegal or unenforceable, all other provisions shall remain in effect and such illegal or unenforceable provision shall be deemed amended to the extent permitted by law. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”

11.3 In the event that one Party believes that another Party has failed to perform any of its obligations under the Agreement, such Party’s account representative shall promptly notify the other Party’s account representative and request a meeting. The account representatives will discuss the problem and negotiate in good faith in an effort to promptly resolve the dispute without any formal proceedings. If the account representatives are unable to resolve the dispute within fourteen (14) days after their first meeting, each Party will appoint a designated officer of its corporation to attempt to resolve the dispute. No litigation for the resolution of such disputes may be commenced until the designated officers have met and either Party has concluded in good faith that amicable resolution through continued negotiation does not appear possible.

11.4 If Customer is headquartered in the United States, Customer is contracting with Avention, Inc., 300 Baker Avenue, Concord, MA, 01742, US., and this Agreement and all intellectual property issues, rights, and obligations shall be governed by the laws of the State of Massachusetts, without regard to its conflict of laws provisions. Any disputes arising out of this Agreement that cannot be resolved by the Parties in accordance with Section 11.3 above will be brought in the state or federal courts located in the State of Massachusetts. If Customer is headquartered outside the United States, Customer is contracting with Avention UK Limited, Broad Street House, 55 Old Broad Street, London, EC2M 1RX, UK, and this Agreement and all intellectual property issues, rights, and obligations shall be governed by the laws of England, without regard to its conflict of laws provisions. Any disputes arising out of this Agreement that cannot be resolved by the Parties in accordance with Section 11.3 above will be brought in the English courts. A person who is not a party to this Agreement shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties Act) 1999, but this does not affect any right or remedy of a third party which exists or is available, apart from that Act.

11.5 Neither Avention nor its Information Providers shall be responsible or have any liability for delays or performance failures caused from acts beyond their reasonable control. In the event that any Information becomes unavailable for any reason, Avention may remove such Information from the Services. Customer agrees that Information Providers may directly enforce its rights under this Agreement against Customer and User(s).

11.6 Customer hereby represents and warrants to Avention that it is not an Affiliate of Allant Group, Compass Marketing Solutions, Nokia, Navteq, Epsilon, Reach Marketing, Factual, Localeze, Locationary, Neustar, TomTom North America, TransUnion, Equifax, Acxiom, Knowledgebase, Database LLC (dba Database101 dba, Dun & Bradstreet, Integrated Direct Marketing, Inc., or Customer hereby acknowledges and agrees that it will promptly notify Avention in writing in the event it becomes an Affiliate of any such entity. In consideration for the rights granted under the terms of this Agreement, Customer grants Avention the right to reference Customer as a client of Avention, including the use of Customer’s logo in Avention marketing materials, and to issue a press release to that effect.

11.7 Unless specified otherwise in the Order Schedule, (i) all notices must be in writing and addressed to the attention of the other Party’s legal department and primary point of contact and (ii) notice will be deemed given: (a) delivered personally, (b) delivered by overnight or second day express delivery services; or (c) delivered by registered or certified mail, postage prepaid, return receipt requested. Legal notices to Avention should be sent to Avention, Inc., Attn: Subscription Services, 300 Baker Avenue, Concord, MA 01742.

11.8 This Agreement, together with all Order Schedule(s), is the complete and exclusive statement of the mutual understanding of the Parties relating to the provision of the Services and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the provision of the Services. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement, the terms of such Order Schedule shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer’ purchase order or in any other customer order documentation (except an Order Schedule) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.



Effective Date: October 1, 2016

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