1.  Scope, Grant of License

1.1  Scope

This Agreement governs your access to and use of the Versar Platform (Versar Reach, Versium Reach, Datafinder or any other Versar product or service) and Licensed Materials identified in your Ordering Document. For purposes of this Agreement “Licensed Materials” means the electronic information content and data made available by Versar to you via the Versar Platform, and “Versar Platform” means the Versar software-as-a-service identified in your applicable Ordering Document. The definition of Versar Platform does not include and specifically excludes Third Party Applications (defined below).

1.2  Access and Use License

Subject to your compliance with the terms and conditions of this Agreement, Versar hereby grants you and your Authorized Users (as defined below), during the Term of this Agreement, a non-exclusive license as more particularly described below in Section 3 to access and use the Versar Platform and to download and use the Licensed Materials.

1.3  API

If your applicable Ordering Document permits you to use Versar’s application programming interface to build applications that are compatible with the Versar Platform (the “API”), then subject to your compliance with our API documentation found at https://api-documentation.versium.com/ and this Agreement, including, without limitation, your payment of all applicable fees, we hereby grant you an additional limited, revocable, non-transferable, non-exclusive, non-sublicensable license to access and use the API and its documentation for the sole purpose of interfacing the Versar Platform with your web-based applications (each a “Subscriber Application”), solely for your own internal business use, and not for timesharing, application service provider or service bureau use. You acknowledge and agree that your use of the API may be subject to volume and other restrictions imposed by Versar from time to time. We may monitor your use of the API to ensure quality, improve our products and services, and verify your compliance with this Agreement. Each Subscriber Application must maintain 100% compatibility with the Versar Platform. If any Subscriber Application implements an outdated version of the API, you acknowledge and agree that such Subscriber Application may not be able to communicate with the Versar Platform. You understand that we may cease support of old versions of the API.

Your use of the API will be consistent with all applicable federal, state and local laws and regulations and your obligations under this Agreement.

1.4  Third Party Applications

“Third Party Applications” means computer software programs and other technology that are provided or made available to you or Authorized Users by third parties, including those with which the Versar Platform may interoperate, including, for example, your CRM software, marketing automation software, or sales enablement software, if any. Further, Third Party Applications may include services provided by third parties which Versar may make available to you within the Versar Platform. Versar is not responsible for any Third-Party Applications, services or websites linked to by the Versar Platform. Your use of Third-Party Applications may also require you to agree to the third party’s terms and conditions over which Versar has no control or responsibility. If you are using Marketing Star as part of your subscription, you agree to the associated Terms and Conditions (https://www.marketingstar.io/terms-and-conditions.html).

1.5  Licensee Data

“Licensee Data” means all data submitted, stored, posted, displayed, or otherwise transmitted by or on behalf of you or any Authorized User and received and analyzed by the Versar Platform under this Agreement.

2.  Fees & Taxes

2.1  Fees and Payment

You shall pay all fees stated in the Ordering Document (the “Subscription Fee”). All Subscription Fees are due upon execution of the Ordering Document and payable on the terms set forth therein. If no payment schedule is specified, the entire amount of the Subscription Fee shall be payable within 30 days of invoice. All amounts payable by You under this Agreement will be paid to Versar without setoff or counterclaim, and without any deduction or withholding.

2.2  Certain Remedies for Non-Payment

In the event that you fail to timely make any payment of Subscription Fees, Versar may, in its sole discretion, (i) restrict or suspend your and your Authorized Users’ access to the Versar Platform and/or Licensed Materials until all past-due payments are made, (ii) terminate this Agreement, or (iii) accelerate the payment of Subscription Fees such that all unpaid Subscription Fees shall be immediately payable. Versar shall have the right to charge interest at the rate of 1.5% per month (or, if less, the highest rate permitted by law) on any late payments. Restriction or suspension of online access to the Licensed Materials during a period of non-payment shall have no effect on the Term of this Agreement nor on your obligation to pay the Subscription Fee.

2.3  Taxes

You are responsible for any applicable taxes, including, without limitation, any sales, use, levies, duties, or any value added or similar taxes payable with respect to you and your Authorized Users access to and use of the Versar Platform and/or Licensed Materials and assessed by any local, state, provincial, federal, or foreign jurisdiction. Unless expressly specified otherwise in the Ordering Document, all fees, rates, and estimates exclude sales taxes. If Versar believes any such tax applies to such access and use and Versar has a duty to collect and remit such tax, the same may be set forth on an invoice to you unless you provide Versar with a valid tax exemption certificate, direct pay permit, or multi-state use certificate. You shall pay any such invoice immediately or as provided in such invoice. You shall indemnify, defend, and hold harmless Versar and its officers, directors, employees, shareholders, agents, partners, successors, and permitted assigns against any and all actual or threatened claims, actions, or proceedings of any taxing authority arising from or related to the failure to pay taxes owed by you, except to the extent that any such claim, action, or proceeding is directly caused by a failure of Versar to remit amounts collected for such purpose from you. Versar is solely responsible for taxes based upon Versar’s net income, assets, payroll, property, and employees.

3.  Authorized Use of Licensed Materials and Versar Platform

3.1  Authorized Users

An “Authorized User” is a natural person who is your employee and who has been identified and designated in writing by you and accepted by Versar. You may designate a natural person who is not your employee (i.e. an independent contractor) as an Authorized User only with Versar’s prior permission and only where such person is contractually obligated to comply with your instructions and the terms of this Agreement regarding the access to and use of the Licensed Materials. In the event that any Authorized User’s employment or contractual relationship with you terminates, such person’s authorization to access the Licensed Materials and/or any Versar Platform shall be automatically revoked without any further action by Versar. In the event of a termination as described in the previous sentence, you shall promptly notify Versar so that such person’s login credentials can be disabled. You may reassign the Authorized User designation at any time subject to the foregoing qualification requirements. Authorized User licenses that remain inactive for more than 90 days may be deemed expired. Each Authorized User will be provided a unique username and password. If authentication to the API is necessary, Versar will also issue you a unique API key, which must be referenced in your Subscriber Application’s API calls. Such usernames, passwords and API keys may not be shared, and may not under any circumstances be used by anyone who is not an Authorized User to gain access to the Licensed Materials. In the event that Authorized User login credentials are shared with non-Authorized Users, you shall pay additional Authorized User fees as provided in the Ordering Document, due upon your receipt of invoice for such fees. You 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 the Licensed Materials set forth herein.

3.2  Authorized Uses

Neither you nor Authorized Users shall access or use the Versar Platform or Licensed Materials for any purpose other than the sales, marketing, or business development activities expressly permitted by this Section. Neither you nor Authorized Users shall access or use the Versar Platform or Licensed Materials for the benefit of or on behalf of any person or entity except you. Authorized uses shall be limited to the following: (i) to view the Licensed Materials; (ii) to communicate with a person identified in the Licensed Materials (each such person, a “Licensed Materials Contact”) subject to your compliance with all applicable federal, state and local legal requirements regarding such communication and (iii) to download and print selected information from the Licensed Materials. You are solely responsible for any communications by you or your Authorized Users with any Licensed Materials Contact. Any access or use by you or your Authorized Users of the Versar Platform or Licensed Materials shall be in full compliance with the provisions of this Agreement and all applicable federal, state, and local laws and regulations. If you have been granted access to the Versar API under this Agreement, your use of the API shall be limited to the uses identified in Section 1.3 above.

3.3  Restrictions on Use

You shall not (a) permit anyone who is not an Authorized User to use any username or password or otherwise access or use the Licensed Materials; (b) redistribute, sublicense, transfer, sell, offer for sale, or disclose any of the Licensed Materials to any third party; (c) incorporate any of the Licensed Materials into your own products or services; (d) reverse assemble, reverse engineer, decompile, or otherwise attempt to derive source code from any of the Versar Platform; (e) reproduce, modify, create, or prepare derivative works of any of the Versar Platform or related documentation; (f) distribute or display any of the Versar Platform or related documentation other than to Authorized Users; (g) share, sell, rent, or lease or otherwise distribute access to the Versar Platform, or use the Versar Platform to operate any timesharing, service bureau, or similar business; (h) create any security interest in the Versar Platform or Licensed Materials; (i) alter, destroy, or otherwise remove any proprietary notices or labels on or embedded within or on the Licensed Materials, Versar Platform or related documentation; (j) cache any data from Licensed Materials and/or build a database from the Licensed Materials; (k) upload in any way any information or content that contain Malicious Code or data that may damage the operation of the Versar Platform or another’s computer or mobile device; (l) interfere with or disrupt networks connected to the Versar Platform or interfere with any other’s ability to access or use the Versar Platform; (m) distribute, promote or transmit through the Versar Platform any unlawful, harmful, obscene, pornographic or otherwise objectionable material of any kind or nature; (n) interfere with another customer’s use and enjoyment of the Versar Platform or the Licensed Materials; (o) use the Versar Platform in any manner that impairs the Versar Platform, including without limitation the servers and networks on which the Versar Platform is provided; (p) name or refer to Versar or your use of Licensed Materials in any of your advertisements or promotional or marketing materials without prior written permission from Versar; (q) use Licensed Materials for consumer credit purposes, underwriting any form of consumer insurance, employment purposes, tenant screening purposes, consumer debt collections or for any other purpose covered by the federal Fair Credit Reporting Act (15 U.S.C.§1681, et seq.); (r) disclose the results of your use of the Versar Platform or program benchmark tests to any third parties without Versar’s prior written consent; (s) use the Licensed Materials in a manner that violates any applicable legal requirement or the legal rights of a third party; or (t) use Licensed Materials to discriminate against consumers or any other person on the basis of protected characteristics under applicable law. Versar may remove any violating content posted or stored using the Versar Platform or transmitted through the Versar Platform, without notice to you. Notwithstanding the foregoing, Versar does not guarantee, and does not and is not obligated to verify, authenticate, monitor or edit the Licensee Data, for completeness, integrity, quality, accuracy or otherwise. You are solely responsible and liable for the completeness, integrity, quality and accuracy of Licensee Data input into the Versar Platform.

Additional Restrictions on Use of Verified Phone Data

If your license includes use of Verified Phone Data, you will not, and you shall ensure that your Authorized Users do not, use the Verified Phone Data available through the Versar Platform for any purpose except to respond to or engage with a Licensed Materials Contact where you have an existing relationship with such Contact defined as a prior inbound request or application from the Contact or a prior transaction with the Contact.  Further, your and your Authorized Users’ use of Verified Phone Data will fully comply with the provisions of sections 5.4 and 5.5 below.

3.4  Identification of Licensed Materials

Neither you nor any Authorized User shall integrate Licensed Materials into any CRM, marketing automation, or sales enablement system and allow 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 Versar by, for example, maintaining a lead source of “Versar.”

4.  Versar Obligations

4.1  Support

Versar will provide reasonable assistance with activation and/or installation support, including assisting with integration with your CRM, marketing automation, or sales enablement systems, as applicable. Versar will offer reasonable levels of continuing support to assist you and Authorized Users in accessing the Licensed Materials. Versar will make its personnel available by email, online chat, phone, or fax for feedback, problem solving, or general questions between the hours of 7:00 a.m. and 4:00 p.m. Pacific Time.

4.2  Security

Versar will maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality and integrity of Licensee Data (as defined in section 1.5 above), which will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Licensee Data by Versar except (a) to perform Versar’s obligations under this Agreement, (b) as compelled by law, or (c) as you otherwise permit in writing. Such safeguards shall include, without limitation: (i) encryption of Licensee Data in transit and at rest using industry-standard protocols; (ii) role-based access controls and multi-factor authentication for systems handling Licensee Data; (iii) audit logging of access to and processing of Licensee Data; (iv) vulnerability management and timely security patching; and (v) annual SOC 2 Type II assessments or equivalent third-party security audits, the most recent report of which Versar shall make available to you upon written request subject to a mutually executed non-disclosure agreement. To the extent that you utilize the Versar Platform, Versar will make commercially reasonable efforts consistent with its research protocols and priorities, to respond to match and clean and append requests by researching and/or verifying business contact information so submitted and supplementing the Licensed Materials. Versar may use email deliverability data (such as email “bounce” data) accessible through your use of the Versar Platform to improve Versar’s database by, for example, eliminating invalid email addresses from the Licensed Materials.

4.3  Compliance with All Laws

Versar will comply with all federal, state, and local laws and regulations applicable to the Versar Platform, the Licensed Materials and its obligations under this Agreement.

5.  Your Obligations

5.1  Compliance with All Laws

You acknowledge and agree: (a) to abide by all local, state, national, and international laws and regulations applicable to your actions under this Agreement and the use of the Versar Platform and Licensed Materials by you and Your Authorized Users; (b) not to send or store data on or to the Versar Platform which violates the rights of any consumer, individual or entity established in any jurisdiction; (c) not to upload in any way any data regarding an individual’s financial or economic identity, sexual orientation, religious beliefs, medical or physical condition or identity, including any information comprised of either “Protected Health Information” subject to and defined by the Health Insurance Portability and Accountability Act, or an individual’s first name and last name, or first initial and last name, in combination with any one or more of the following data elements that relate to such individual: Social Security number, passport identification number, driver’s license number or government issued identification card number, financial account number, or credit or debit card number, with or without any required security code, access code, personal identification number or password, that would permit access to an individual’s financial account; (d) not to use the Versar Platform or Licensed Materials for illegal, fraudulent, unethical or inappropriate purposes; and (e) not to transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability. You further agree that during the term of this Agreement you and your Authorized Users will fully comply with all local, state, federal and international data privacy laws that may be applicable to your and their businesses and business practices including, but not limited to, the California Consumer Privacy Act, the California Privacy Rights Act of 2020, the Colorado Privacy Act, the Colorado Prevention of Telemarketing Fraud Act, the Connecticut Personal Data Privacy and Online Monitoring Act, the Delaware Personal Data Privacy Act, the Iowa Consumer Data Privacy Act, the Nevada Security and Privacy of Personal Information Act, the New Hampshire Data Privacy Act, the New Jersey Data Privacy Law, the Oregon Consumer Data Privacy Act, the Utah Consumer Privacy Act, the Texas Data Privacy and Security Act, and the Virginia Consumer Data Protection Act. You acknowledge and agree that Versar neither endorses the contents of your communications or Licensee Data nor assumes any responsibility for any material contained therein including, but not limited to, obscene or offensive material, any infringement of third-party intellectual property rights arising therefrom, or any crime facilitated thereby.

5.2  Identification of Authorized Users

You shall identify all Authorized Users to Versar by providing names, work email addresses, and telephone numbers.

5.3  Provision of Notice of License Terms to Authorized Users

You shall provide Authorized Users with notice of all applicable terms and conditions of this Agreement including, but not limited to, the limitations on access to and use of the Versar Platform and the Licensed Materials.

5.4  Use of Provided Phone Numbers

Where Versar provides telephone numbers as part of the Licensed Materials, Versar may identify some numbers as appearing on the federal or a state do not call registry. However, you acknowledge that Versar cannot ensure that it has accurately identified all numbers that appear on the federal or a state do not call registry. Further, Versar cannot ensure that the owner of any particular phone number has authorized its use for any particular purpose. Therefore, you agree that before you or an Authorized User uses a phone number to contact an individual, you will verify that the phone number is not on a federal or state do not call registry and that your use of the phone number will otherwise fully comply with all applicable local, state and federal laws and regulations.

5.5  Automated Dialing

You agree that you and your Authorized Users will never use any of the data contained within the Licensed Materials in violation of the federal Telephone Consumer Protection Act and the implementing regulations promulgated by the Federal Communications Commission. This obligation also applies to all applicable state-level regulations governing automated dialing and telemarketing.

5.6  Temporary Suspension

Versar may temporarily suspend your or your Authorized Users’ access to the Versar Platform or the Licensed Materials in the event that you or any Authorized User is engaged in, or Versar in good faith suspects you or an Authorized User is engaged in, any unauthorized conduct (including, but not limited to, any violation of this Agreement or any applicable federal, state or local law or regulation). Versar will attempt to contact you prior to or contemporaneously with such suspension; provided, however, that Versar’s exercise of the suspension rights herein shall not be conditioned upon your receipt of any notification. A suspension may take effect for your entire account and you understand that such suspension would therefore include your Authorized User sub-accounts. You agree that Versar shall not be liable to you, any Authorized User, or any other third party if Versar exercises its suspension rights as permitted by this Section. Upon determining that you have ceased the unauthorized conduct leading to the temporary suspension to Versar’s reasonable satisfaction, Versar shall reinstate your and your Authorized Users’ access and use of the Versar Platform. Notwithstanding anything in this Section to the contrary, Versar’s suspension of access to the Versar Platform is in addition to any other remedies that Versar may have under this Agreement or otherwise, including but not limited to termination of this Agreement for cause. Additionally, if there are repeated incidences of suspension, regardless of the same or different cause and even if the cause or conduct is ultimately cured or corrected, Versar may, in its reasonable discretion, determine that such circumstances, taken together, constitute a material breach of this Agreement.

5.7  Responsibility for Authorized Users

You shall be solely responsible for your actions and the actions of your Authorized Users while using the Versar Platform. You shall be responsible for compliance with all terms of this Agreement by all Authorized Users, including, without limitation, the restrictions on use and transfer of the Licensed Materials as set forth herein. You shall ensure that no Authorized User takes any action inconsistent with your obligations under this Agreement.

6.  Referral Program

The referral program is available to active subscribers of Versar REACH. As a Versar REACH subscriber you can refer customers to Versar REACH by sending them a referral link from the Referral Link page. If the company you refer subscribes to Versar REACH for a minimum 1 year subscription contract within 90 days from the time you send them the referral link, you are entitled to a referral credit of $50 per referral once the referral subscriber has made their first payment. This credit is applied as a one-time discount to your next or future invoice as long as you are an active Versar REACH subscriber. Versar shall have the sole right and responsibility for tracking Referrer signups.

7.  Terms and Termination

7.1  Term

The Initial Term of this Agreement is specified in the Ordering Document (and, together with all periods of extension, the “Term”). On the last day of the Term, the Term will extend for a successive period equal to the length of the Initial Term, unless either party notifies the other in writing at least sixty (60) days prior to the end of the then-current Term of its intent that the Term not so extend. In the event that the Term is so extended, the Subscription Fee for the period of such extension shall equal the Subscription Fee applicable to the period of equal length immediately preceding such period of extension (the “Preceding Period”), plus (1) 10% of such fee and (2) any applied discount. Such Subscription Fee shall be due upon extension of the Term, and shall be payable as invoiced. Versar will invoice Subscription Fees for any period of extension in a manner substantially consistent with the payment schedule that applied during the Preceding Period.

7.2  Termination for Breach

Either party may terminate this Agreement immediately, without further obligation to the other party, in the event of a material breach of this Agreement by the other party that is not remedied within twenty-one (21) days after the breaching party’s receipt of written notice of such breach.

7.3  Effect of Termination

Upon expiration or termination of this Agreement, you acknowledge and agree that your access to the Licensed Materials, the Versar Platform, and any Third Party Applications included within the Versar Platform, will be automatically terminated, all passwords and individual accounts will be removed, and all information that has been uploaded into Versar’s systems by you will be deleted in accordance with Section 26 below. Download capability will be disabled 30 days prior to the end of the Term. Upon expiration or termination of this Agreement, you agree to destroy any and all copies of Licensed Materials and any information you have obtained from the Licensed Materials, whether in hard copy or electronic form. All fees for data services delivered up to the point of termination shall be due and payable within 30 days.

8.  Marketing

You hereby authorize Versar to use your name and logo for its marketing efforts unless and until such authorization is revoked by you in writing.

9.  Confidentiality

9.1  Confidential Information

“Confidential Information” means any and all non-public technical and non-technical information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in any form or medium, whether oral, written, graphical or electronic, pursuant to this Agreement, that is marked confidential and proprietary, or that the Disclosing Party identifies as confidential and proprietary, or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as confidential and proprietary information, including but not limited to: (a) techniques, sketches, drawings, models, inventions (whether or not patented or patentable), know-how, processes, apparatus, formulae, equipment, algorithms, software programs, software source documents, APIs, and other creative works (whether or not copyrighted or copyrightable); (b) information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising and marketing plans and information; (c) proprietary or confidential information of any third party who may disclose such information to Disclosing Party or Receiving Party in the course of Disclosing Party’s business; and (d) the terms of this Agreement. Confidential Information of Versar shall include the Versar Platform, the Licensed Materials and API, the documentation, the pricing, and the terms and conditions of this Agreement. Confidential Information of you shall include the Licensee Data. Confidential Information also includes all summaries and abstracts of Confidential Information.

9.2  Non-Disclosure

Each party acknowledges that in the course of the performance of this Agreement, it may obtain the Confidential Information of the other party. The Receiving Party shall, at all times, both during the Term and thereafter, keep in confidence and trust all of the Disclosing Party’s Confidential Information received by it. The Receiving Party shall not use the Confidential Information of the Disclosing Party other than as necessary to fulfill the Receiving Party’s obligations or to exercise the Receiving Party’s rights under this Agreement. Each party agrees to secure and protect the other party’s Confidential Information with the same degree of care and in a manner consistent with the maintenance of such party’s own Confidential Information (but in no event less than reasonable care), and to take appropriate action by instruction or agreement with its employees, affiliates or other agents who are permitted access to the other party’s Confidential Information to satisfy its obligations under this Section. The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any person or entity other than its officers, employees, affiliates and agents who need access to such Confidential Information in order to affect the intent of this Agreement and who are subject to confidentiality obligations at least as stringent as the obligations set forth in this Agreement.

9.3  Exceptions to Confidential Information

The obligations set forth in Section 9.2 (Non-Disclosure) shall not apply to the extent that Confidential Information includes information which: (a) was known by the Receiving Party prior to receipt from the Disclosing Party either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) was developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of this Agreement or any obligation of confidentiality by the Receiving Party. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall (x) assert the confidential nature of the Confidential Information to the agency; (y) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (z) cooperate fully with the Disclosing Party in protecting against any such disclosure and in obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality. Further, Confidential Information shall not include your identity if Versar is obligated to identify you as the recipient of a consumer’s personal information pursuant to that consumer’s request under a data privacy law requiring your disclosure including, but not limited to, the Oregon Consumer Data Privacy Act.

9.4  Injunctive Relief

The parties agree that any unauthorized disclosure of Confidential Information may cause immediate and irreparable injury to the Disclosing Party and that, in the event of such breach, the Disclosing Party will be entitled, in addition to any other available remedies, to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages.

9.5  Return of Confidential Information

All Confidential Information shall be returned to the Disclosing Party or destroyed upon the earlier of: (a) the termination of this Agreement; or (b) receipt by the Receiving Party of a written request from the Disclosing Party.

10.  Property Rights

10.1  Versar Platform; Licensed Materials

As between Versar and you, all right, title and interest in the Versar Platform and any Licensed Materials furnished or made available hereunder, and all modifications and enhancements thereof, and all suggestions, ideas and feedback proposed by you regarding the Versar Platform and/or Licensed Materials, including all copyright rights, patent rights and other intellectual property rights in each of the foregoing, belong to and are retained solely by Versar or Versar’s licensors and providers, as applicable. Versar Licensed Materials means all data and scores owned and or operated by Versar including any pre-existing databases it maintains and any data enhancements made as a result of derivative works used to improve Versar’s data management systems. Should you provide Versar with written feedback regarding your use of the Versar Platform and/or Licensed Materials, any bugs, errors or deficiencies that you encounter regarding the operation and functionality of the Versar Platform or any suggestions that you may have regarding improvement of such operation and functionality (“Feedback”), you hereby irrevocably assign to Versar all such Feedback and all intellectual property rights in such Feedback.

10.2  Licensee Data

As between Versar and you, all right, title and interest in Licensee Data belong to and are retained solely by you. You hereby grant Versar a limited, non-exclusive, royalty-free, worldwide license to use the Licensee Data and perform all acts with respect to the Licensee Data as may be necessary for Versar to provide the Versar Platform and Licensed Materials to you and your Authorized Users, and a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid license to use, reproduce, modify and distribute the Licensee Data as a part of the Aggregated Statistics (as defined below), subject to the restrictions set forth in Section 10.3 and Section 26 below. As between Versar and you, you are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Licensee Data. To the extent that Versar already has Licensee Data attributes in its systems, Versar shall retain full rights to such data and any derivative works thereof.

10.3  Aggregated Statistics

Notwithstanding anything else in this Agreement or otherwise, Versar may monitor your and your Authorized Users’ use of the Versar Platform and use data and information related to such use and create derivatives of the Licensee Data in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Versar Platform (“Aggregated Statistics”). As between Versar and you, all right, title and interest in the Aggregated Statistics and all intellectual property rights therein, belong to and are retained solely by Versar. You acknowledge that Versar will be compiling Aggregated Statistics based on Licensee Data and information input by other customers into the Versar Platform and you agree that Versar may (a) make such Aggregated Statistics publicly available, and (b) use such information to the extent and in the manner required by applicable law or regulation and for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify you. Notwithstanding the foregoing, Versar shall not use Licensee Data to augment, expand, or derive Versar’s own proprietary consumer database without your express prior written consent.

11.  Non-Assignment

Either party hereto may assign this Agreement to a successor-in-interest pursuant to an acquisition of such party (whether by merger, stock sale, or asset sale) without the other party’s consent, provided however that (1) your assignment hereof shall be effective only after fourteen (14) days’ written notice to Versar, and (2) you may not assign this Agreement to any competitor of Versar without Versar’s express written consent. No rights or obligations under this Agreement may be assigned or delegated except as provided in this Section without the prior written consent of the other party, and any assignment or delegation in violation of this section shall be void.

12.  Notices

You shall provide an email address for notices under this Agreement. All notices or other communications permitted or required to be given hereunder shall be sent by electronic mail to the email address provided by the other party for such purpose and shall be deemed given when sent. Notices to Versar shall be sent to legal@versium.com. In the event that you fail to provide an email address for notices, Versar may provide notices hereunder by any means reasonably calculated to provide you with actual notice thereof.

13.  Governing Law

This Agreement shall be construed in accordance with and governed for all purposes by the laws of the United States and the State of Delaware without regard to choice of law principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. The parties further agree to waive and opt-out of any application of the Uniform Computer Information Transactions Act (UCITA), or any version thereof, adopted by any state of the United States in any form. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce.

14.  Attorney Fees, Dispute Resolution, Class Action Waiver

14.1  Attorney Fees

In the event of any dispute arising under this Agreement, the prevailing party shall be entitled to recover its reasonable costs and expenses actually incurred in endeavoring to enforce the terms of this Agreement, including reasonable attorney fees.

14.2  Mandatory Arbitration

Except for Litigation Claims (defined below), any dispute, claim, or controversy arising out of or relating to this Agreement, including without limitation (1) claims relating to the breach, termination, enforcement, interpretation or validity thereof, (2) claims alleging tortious conduct (including negligence) in connection with the negotiation, execution, or performance thereof, or (3) the determination of the scope or applicability of this agreement to arbitrate, shall be settled by arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules or pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. The arbitration shall be heard by a single arbitrator and shall be conducted in Seattle, Washington. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator shall have the power to award any remedy provided under applicable law, except that the arbitrator shall have no power to award: (1) punitive, exemplary, or multiple damages under any legal theory; (2) mandatory or prohibitory injunctive relief, except for temporary relief in aid of the arbitration or to secure the payment of an award; or (3) any damages in excess of the limits set forth in this section or Section 17 (Limitation on Liability) of this Agreement. Any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16).

14.3  Class Action Waiver

No party shall commence or seek to prosecute or defend any dispute, controversy, or claim based on any legal theory arising out of or relating to this Agreement, or the breach thereof, other than on an individual, non-class, non-collective action basis. No party shall seek to prosecute or defend any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach thereof, in a representative or private attorney general capacity. The arbitrator shall not have the power to consolidate any arbitration under this Agreement with any other arbitration, absent agreement of all parties involved, or otherwise to deal with any matter on a non-individual, class, collective, representative, or private attorney general basis.

14.4  Litigation Claims

The following claims (“Litigation Claims”) shall be litigated and not arbitrated: (a) claims against a party to this Agreement under the provisions involving claims by third parties; (b) claims by a party for the unauthorized use, or the misuse, by the other party of the first party’s intellectual property or confidential, proprietary, or sensitive information; (c) claims by Versar to collect Subscription Fees; and (d) claims for a provisional remedy (such as a temporary restraining order or preliminary injunction) in aid of an arbitration under this Agreement. The Litigation Claims are not subject to arbitration and are expressly excluded by the parties from arbitration. With regard to the litigation of any Litigation Claims, you hereby irrevocably consent to personal jurisdiction and venue in the state and federal courts located in King County, Washington.

15.  Currency

All monetary amounts specified in this Agreement are in United States dollars unless otherwise expressly stated.

16.  Indemnification

16.1  Indemnification of Versar

You agree to indemnify, defend, and hold harmless Versar and its officers, directors, employees, shareholders, agents, partners, successors, and permitted assigns from and against any and all actual or threatened claims of third parties arising out of or in connection with (1) your or your Authorized Users’ access or use of the Versar Platform and/or Licensed Materials in violation of any law, (2) your or your Authorized Users’ violation of any provision of this Agreement, (3) your or your Authorized Users’ sending of any information, messages, or materials to any Licensed Materials Contact (including, but not limited to, through text, telephone, e-mail, mail, or fax) in violation of any law or the rights of any third party, or (4) the use of any Licensed Materials or the Versar Platform by any third party to whom you have granted access (including access obtained through use of the usernames and passwords assigned to you and your Authorized Users).

16.2  Indemnification of You

Versar shall indemnify you for any damages finally awarded by any court of competent jurisdiction against you, or for amounts paid by you under a settlement approved by Versar in writing, in any legal proceeding brought by a third party against you alleging that the Licensed Materials or Versar Platform infringes upon or violates the intellectual property rights of any such third party.

16.3  Indemnification Procedure

As a condition to any right to indemnification under this Agreement, the indemnified party must (a) promptly give the indemnifying party written notice of the claim or proceeding, (b) give the indemnifying party sole control of the defense and settlement of the claim or proceeding (except that the indemnifying party may not settle any claim or proceeding unless it unconditionally releases the indemnified party of all liability), and (c) give the indemnifying party all reasonable assistance, at the indemnifying party’s expense. This section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any claim or proceeding subject to indemnification hereunder.

16.4  Privacy Indemnification

Each party shall indemnify, defend, and hold harmless the other from and against third-party claims, losses, and expenses (including reasonable attorneys’ fees) arising from: (a) the indemnifying party’s material breach of its data protection and privacy obligations under Sections 4, 5, and 22 through 27 of this Agreement; or (b) the indemnifying party’s violation of applicable privacy law in connection with its processing of personal data under this Agreement.

16.5  Versar Privacy Policy

By registering for and using the Versar Platform, you agree to the Versar Privacy Policy at versium.com/privacy-policy. Users of the Versar Platform can choose to opt out of certain information sharing or, depending on their residency, exercise other rights related to their personal information. For more information, go to the Versar Privacy Policy (versium.com/privacy-policy) and the Versar Opt-Out Page (versium.com/ccpa-opt-out).

17.  Limitation on Liability

17.1  No Consequential Damages

NEITHER VERSAR NOR ITS LICENSORS OR SUPPLIERS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF VERSAR OR ITS LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF THE LICENSING, PROVISION OR USE OF THE VERSAR PLATFORM, THE LICENSED MATERIALS OR THE RESULTS OF SUCH USE. VERSAR WILL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

17.2  Limits on Liability

NEITHER VERSAR NOR ITS LICENSORS OR SUPPLIERS SHALL BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN AN AMOUNT EQUAL TO THE AMOUNTS PAID BY YOU TO VERSAR UNDER THIS AGREEMENT DURING THE PERIOD OF TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED.

17.3  Essential Purpose

YOU ACKNOWLEDGE THAT THE TERMS IN THIS SECTION 17 (LIMITATION OF LIABILITY) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE.

18.  Disclaimer

EXCEPT FOR ANY EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, THE LICENSED MATERIALS AND VERSAR PLATFORM ARE PROVIDED “AS IS” AND VERSAR MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER AND VERSAR EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT.

19.  Entire Agreement

This Agreement constitutes the entire Agreement of the parties and supersedes all prior communications, understandings, and agreements relating to the subject matter hereof, whether oral or written. Any un-expired subscription set forth in any Ordering Document or agreement between the parties for access to the Versar Platform is incorporated into this Agreement and governed by this Agreement.

20.  Amendments

Versar may propose amendments to this Agreement at any time by providing notice of such proposed amendments in a manner permitted hereunder. Such proposed amendments shall be deemed accepted and become part of this Agreement thirty (30) days after the date such notice is given unless you inform Versar that you do not accept such amendments. In the event you inform Versar that you do not accept the proposed amendments, the proposed amendments will not take effect and the existing terms will continue in full force and effect. No other modification or claimed waiver of any provision of this Agreement shall be valid except by written amendment signed by authorized representatives of Versar and you.

21.  Force Majeure

Neither Versar nor any of its affiliates will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond its reasonable control, including, but not limited to, acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

22.  CCPA/CPRA Service Provider Designation

22.1  Service Provider Status

For purposes of the California Consumer Privacy Act and California Privacy Rights Act (collectively, “CCPA/CPRA”), Versar is designated as a “Service Provider” when processing Licensee Data on your behalf in connection with the data append, enrichment, and identity resolution services described in your Ordering Document. As a Service Provider, Versar:

• Shall not sell or share Licensee Data;
• Shall not retain, use, or disclose Licensee Data for any commercial purpose other than performing the services specified in this Agreement and your applicable Ordering Document;
• Shall not retain, use, or disclose Licensee Data outside of the direct business relationship between Versar and you;
• Shall not combine Licensee Data with personal information received from or on behalf of another person or persons, or collected from its own interactions with consumers, except as permitted under CCPA/CPRA;
• Shall fully comply with all requirements of the CCPA/CPRA; and
• Certifies that it understands and will comply with these restrictions.

22.2  Relationship Regarding Use of Licensed Materials

With regard to your use of the Licensed Materials, the parties are independent Data Controllers. Each party is independently responsible for its own compliance with all applicable privacy and other laws with respect to its own processing of the Licensed Materials. This controller-to-controller relationship does not modify or limit the Service Provider designation described in Section 22.1 above with respect to Licensee Data.

22.3  Your Representations as Controller

You represent and warrant that: (a) you have a lawful basis under all applicable privacy and other laws to receive and process the Licensed Materials; (b) when you submit Licensee Data to Versar you have complied with all applicable laws and regulations including, but not limited to, providing all required privacy disclosures to and, where required, obtained valid consent from the consumers whose data you submit; and (c) your use of the Licensed Materials complies with all applicable privacy and other laws and regulations.

23.  Data Breach Notification

23.1  Versar Notification Obligations

In the event of a confirmed or reasonably suspected Personal Data Breach affecting Licensee Data, Versar shall notify you without undue delay and in no event later than forty-eight (48) hours of Versar becoming aware of the breach. Such notification shall include, to the extent known at the time:

• A description of the nature of the Personal Data Breach, including the categories and approximate volume of Licensee Data affected;
• The name and contact details of Versar’s data protection contact;
• A description of the likely consequences of the breach; and
• A description of the measures taken or proposed to address the breach and mitigate its potential adverse effects.

“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or unauthorized access to, Licensee Data transmitted, stored, or otherwise processed.

23.2  Cooperation

Versar shall cooperate with you in any required regulatory notification obligations and remediation efforts. Versar shall not make any public statement about a breach that involves Licensee Data without your prior written consent, unless required by applicable law.

23.3  Your Notification Obligations

You shall promptly notify Versar of any confirmed or suspected breach of security affecting the Licensed Materials held in your systems, and you shall cooperate with Versar in investigating and remediating any such breach.

24.  Data Subject Rights

24.1  Consumer Rights Passthrough

Versar shall provide reasonable assistance to enable you to respond to requests from consumers exercising rights under applicable privacy law, including without limitation: the right to know, the right to access, the right to delete, the right to correct, the right to portability, and the right to opt out of sale or sharing.

24.2  Deletion Requests

Upon receipt of a verifiable consumer deletion request forwarded by you that implicates Licensee Data held by Versar, Versar shall delete or anonymize the applicable records within five (5) business days of receipt of your written request. Versar shall provide written confirmation of deletion upon completion.

24.3  California DELETE Act

With respect to the California DELETE Act (SB 362) and the California Privacy Protection Agency’s centralized deletion mechanism: Versar participates in the CPPA’s authorized deletion mechanism and will process deletion signals received through that mechanism within the required timeframes. Versar’s response to California DROP signals is communicated to the consumer through the CPPA mechanism; Versar does not separately report back to customers regarding individual DROP matches on Licensee Data. Versar will coordinate with you where Licensee Data is otherwise implicated in a deletion signal.

24.4  Your Responsibility Regarding Use of the Licensed Materials

You are responsible for acting on all consumer privacy-related requests you receive that implicate data you receive from the Licensed Materials consistent with applicable law. If you receive a consumer deletion, opt-out or other privacy-related request concerning data contained in the Licensed Materials, you shall: (a) comply with all applicable laws and regulations regarding the request; (b) suppress that consumer’s data from future outreach using the Licensed Materials; and (c) notify Versar within ten (10) business days of the consumer’s request so Versar may update its own records accordingly.

25.  Subprocessors

25.1  Notice of New Subprocessors

Versar shall provide you with at least fifteen (15) days’ prior written notice before engaging a new subprocessor that will have access to Licensee Data. You may object in writing to a new subprocessor within the notice period on reasonable, documented grounds relating to data protection. If you object and the parties are unable to resolve the objection, either party may terminate the affected services upon thirty (30) days’ written notice without penalty.

25.2  Subprocessor Obligations

All subprocessors engaged by Versar to process Licensee Data shall be bound by written data protection contract terms providing at least the same level of protection of Licensee Data as provided in this Agreement. Versar remains liable to you for a subprocessor’s acts and omissions with respect to Licensee Data to the extent Versar would be liable if performing the acts and omissions directly.

26.  Data Retention and Deletion

26.1  Retention During Term

Versar shall retain Licensee Data only for as long as necessary to perform the services described in the applicable Ordering Document, or as required by applicable law or regulation.

26.2  Deletion on Termination

Upon expiration or termination of this Agreement, Versar shall securely delete all Licensee Data within thirty (30) days of the termination date. For the avoidance of doubt, Versar’s obligations to delete Licensee Data under this section is separate from and does not affect Versar’s compliance with any consumer data privacy rights requests (including, but not limited to, California DROP deletion signals) processed during the Term.

26.3  Residual Copies

Versar may retain anonymized, aggregated data derived from Licensee Data that cannot reasonably be re-identified, provided such data is not used in a manner inconsistent with this Agreement or applicable law or regulation. Versar may also retain a single encrypted copy of any records required to be maintained under applicable law or regulation, subject to all other obligations of this Agreement.

27.  Data Broker Compliance Representations

27.1  Versar Representations

Versar represents and warrants that:

• It is registered as a data broker in all U.S. jurisdictions requiring such registration as of the Effective Date, including California (SB 362 / AB 1202), Texas (SB 2121), Vermont, and Oregon, and will maintain such registrations throughout the Term;
• It participates in the California DELETE Act deletion mechanism administered by the CPPA and will continue to do so in accordance with applicable law and regulations;
• Its proprietary data assets are compiled from lawfully obtained sources and it maintains records of its data supply chain sufficient to demonstrate compliance with applicable privacy law;
• It does not knowingly include in the Licensed Materials information obtained in violation of applicable law; and
• It conducts periodic reviews of state opt-in consent requirements for sensitive data categories and updates its practices accordingly.

27.2  Your Representations

You represent and warrant that:

• Your use of the Licensed Materials complies with all applicable laws including, but not limited to, all federal, state and local privacy laws;
• Your use of the Licensed Materials complies with any opt-in consent requirements for use of sensitive personal information under the Colorado CPA, Connecticut CTDPA, and other applicable laws and regulations;
• Your use of any mobile or cell phone numbers contained in the Licensed Materials fully complies with all applicable laws and regulations including all “do not call” registrations and any laws requiring prior consent or existing business relationships before such phone numbers may be used, including, but not limited to, the Telephone Consumer Protection Act and the Colorado Prevention of Telemarketing Fraud Act;
• You will promptly notify Versar of any regulatory inquiry or enforcement action relating to the Licensed Materials within five (5) business days of receipt; and
• You will act on all consumer opt-out, deletion and other data privacy-related requests received by you that implicate the Licensed Materials in a manner consistent with all applicable laws and regulations, and you will suppress opted-out consumers from future outreach using the Licensed Materials.