Terms of Service

Introduction

This License Agreement (this "Agreement") is made as of the Effective Date between Burnt Hill Data Ltd., doing business as IronView ("IronView" or the "Company"), and the customer named in the Sales Contract (the "Customer"). IronView is a trade name only; every reference in this Agreement to IronView is a reference to Burnt Hill Data Ltd., which is the contracting party. The Agreement consists of the Sales Contract, these Standard Terms, and any Exhibits, appendices or schedules the parties attach now or add later by written amendment. Taken together, these documents are the complete and exclusive statement of what the parties have agreed regarding Customer’s subscription, and they replace any earlier proposal, quote, discussion or understanding on that subject. By signing the Sales Contract, Customer confirms that it has read and accepts this Agreement. If the documents conflict, they are read in this order of priority: the Sales Contract first, then the applicable Product Exhibit, then these Standard Terms. Capitalized terms have the meanings given in Appendix A or where they are defined in the text.

1. License Grant and Access

1.1 Grant of License. During the Term, and in return for Customer’s payment of the Fees and compliance with this Agreement, IronView grants Customer a non-exclusive, non-transferable, non-sublicensable and revocable license for its Authorized Users to access and use the Products identified in the Sales Contract, and to use the Licensed Database, in each case only for the internal business purposes of the Covered Entities (the "License"). All rights in the Products and the Licensed Database that this Agreement does not expressly grant are reserved to IronView, and any use of the Products beyond the scope of the License is a material breach of this Agreement. IronView may adjust the features, tools or functionality of the Products periodically in its reasonable judgment.

1.2 Authorized Users and License Models. Customer decides which of its personnel are Authorized Users, and each Authorized User’s access is governed by the license model recorded in the Sales Contract. The Sales Contract may combine any of three models: a Seat License, assigned to one named individual; a Site License, which covers an unlimited number of Authorized Users based at a Customer location listed in the Sales Contract (a "Licensed Location"); or an Enterprise License, which covers an unlimited number of Authorized Users throughout Customer’s organization. Under a Seat License, the number of Authorized Users of a given type may not exceed the number of Seat Licenses of that type Customer has bought, and a single Seat License may not be shared between people or rotated among them, although Customer may permanently move a Seat License from a departing Authorized User to a replacement. Under a Site License, only personnel whose regular workplace is a Licensed Location may be Authorized Users, and extending access to personnel elsewhere requires IronView’s prior written approval and any matching change to the Fees.

Customer may add Seat Licenses or Licensed Locations, or upgrade to an Enterprise License, at any time during the Term; those additions fall under this Agreement and the Fees are adjusted to reflect them from the date of the addition. A reduction in the number of Seat Licenses or Licensed Locations, or a downgrade from one license model to another, takes effect only at the start of a Renewal Term, and only if Customer gives IronView notice of the reduction at least sixty (60) days before the current Term ends. Fees for the current Term are not reduced or refunded on account of any reduction.

1.3 Login Credentials. Each Authorized User will create their own confidential login credential (a "Login Credential") and use it only to reach the Products through the applicable Access Channel under the license model assigned to that Authorized User. Login Credentials are personal: Customer will see to it, and will require each Covered Entity and Authorized User to see to it, that a Login Credential is kept secret, that it is never used by anyone other than the Authorized User it belongs to, and that IronView hears promptly if it is lost, shared or used without authority.

1.4 Delivery of the Products. IronView makes the Products available electronically through the IronView platform, which may include one or more websites (each a "Site"), one or more mobile applications (each an "App"), or another method the parties agree on (together, the "Access Channels"), in each case within the access limits of the applicable license model. Where a Site or App carries its own posted terms of use, those terms also govern that Site or App. Customer will not link to any Site unless IronView has first agreed in writing, which IronView may decline to do. IronView does not guarantee that the Access Channels will be continuously available, and it may take them down for maintenance, security work or other operational reasons.

2. Permitted Use, Restrictions and Ownership

2.1 Acceptable Use. Customer will use the Products, and will see that every Authorized User uses them, within the bounds this Agreement sets, including any limit recorded in the Sales Contract or an Exhibit, and in keeping with the laws and regulations that apply to Customer and to each Covered Entity. Where Customer uses the Products for marketing, advertising or other commercial outreach, it will comply with the law governing commercial and bulk email, telemarketing, text messaging and comparable outreach in every jurisdiction from which that outreach goes out or in which it is received; in the United States that includes the CAN-SPAM Act and the Telephone Consumer Protection Act. Customer will also screen against and respect the suppression rules and registries that apply to it, whether they concern calling, mailing or other solicitation, and will follow recognized industry guidance for commercial email. Customer understands that IronView does not screen the telephone numbers in the Licensed Database against any do-not-call or comparable registry. Compliance with the laws, rules and registries described in this Section rests with Customer alone. IronView gives no legal advice on them, does not review or monitor Customer’s outreach, and bears no liability to Customer or to anyone else for outreach Customer or an Authorized User sends or for any failure to comply; a claim of that kind falls under Section 7.1.

2.2 Restrictions on the Licensed Database.

2.2.1 The Licensed Database is confidential and Customer will protect it as such. Customer will not put it into anyone else’s hands, whether by sale, rental, lease, sublicense, publication or distribution, and will not let a third party reach it, whether directly or by way of a Customer system, account or integration.

2.2.2 Authorized Users may make reproductions of the Licensed Database and of individual records in it for Customer’s own internal work. Each reproduction must carry, unaltered, whatever title, trademark, copyright line or other proprietary notice IronView included, and each remains subject to this Agreement. Customer will destroy a reproduction once the License ends or once the Authorized User holding it stops being an Authorized User, whichever comes first.

2.2.3 Unless IronView has agreed in writing beforehand, Customer will not place the Licensed Database, in whole or in part, with any third party, and that includes Customer’s own contractors, vendors and agents. Handing it over, publishing it, transferring it, loading it into a third party’s system and granting indirect access all fall within this restriction. Customer specifically will not route the Licensed Database through any outside digital-marketing platform or campaign, marketing agency, list-matching or data-append service, or comparable third-party arrangement.

2.2.4 Customer will not use the Licensed Database, or allow it to be used, to build, train, tune, evaluate or improve any artificial-intelligence or machine-learning model or system, or to create, populate, verify or enrich any dataset, product or service that competes with or is substantially similar to any Product, unless IronView agrees in writing.

2.2.5 Misuse or unauthorized disclosure of the Licensed Database by a Covered Entity or an Authorized User is Customer’s responsibility as against IronView. An entity that joins Customer after the Sales Contract is dated is not a Covered Entity and acquires no right of access unless the parties agree otherwise under Section 9.11.

2.3 No Consumer-Report Use. IronView is not a "consumer reporting agency" and the Products are not "consumer reports," as those terms are used in the U.S. Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. ("FCRA"), or any comparable law. Customer will not use, and will not let any Covered Entity or Authorized User use, any Product or the information in it, alone or combined with other data, to help decide a person’s eligibility for credit, insurance, employment, housing or any other purpose the FCRA or a similar law regulates, or in any other way that would make a Product a consumer report. The Products are licensed for business and commercial use only, and not for personal or household purposes or for employment screening.

2.4 Ownership. As between IronView and Customer, every Intellectual Property Right in the Products and the Access Channels belongs to IronView and its licensors, and that extends to their design, structure and overall look and feel. Customer takes nothing but the License and the other rights this Agreement expressly grants; no ownership interest passes to Customer or to any Covered Entity.

2.5 Derived Materials. Customer may combine records from the Licensed Database with data of its own, and may produce analyses, reports, scores, models, segments, call lists and similar work product from the combination (each a "Derived Material"). As between the parties, Customer owns the Derived Materials it creates and the data it contributed to them, and IronView claims no interest in either. IronView retains ownership of the Licensed Database and of every record, field and value drawn from it, and that ownership is unaffected by any combination, appending, correction, scoring, reformatting or other transformation Customer performs.

A Derived Material that contains any part of the Licensed Database, or from which any part of the Licensed Database can be extracted or reconstructed, is treated as part of the Licensed Database for all purposes under this Agreement. Section 2.2 and Section 5 apply to it, it may be used only for the internal business purposes of the Covered Entities, and it must be destroyed when the License ends, as Section 4.3 provides. A Derived Material that contains no part of the Licensed Database, and from which no part of the Licensed Database can be reconstructed, is Customer’s to retain and use after the License ends. Nothing in this Section authorizes any activity Section 2.2.4 prohibits.

2.6 Open-Source Components. A Product may incorporate Open-Source Components, each distributed under its own license (an "Open-Source License"). Where it does, that Open-Source License, rather than this Agreement, governs Customer’s use of the component in question.

3. Fees, Payment and Taxes

3.1 Fees. Customer will pay the Fees as the Sales Contract sets them, along with any invoice IronView issues for additional products or services that a Covered Entity or Authorized User has requested. The Fees are stated net of the taxes Section 3.2 covers. Subscription Fees are fully earned when the Term begins and every other Fee is fully earned when it falls due; none is refundable. Customer has no right to set off, withhold or abate a payment for any reason, and an interruption or failure affecting a Product, an Access Channel or a related system does not suspend Customer’s obligation to pay. Customer will reimburse what IronView reasonably spends collecting an amount that is past due, attorneys’ fees included, and Section 4.2 sets out what IronView may do if payment is not made when due. After the Initial Term, IronView may raise the Fees with effect from the start of a Renewal Term by notifying Customer at least sixty (60) days before the current Term ends.

3.2 Taxes. Sales, use, excise, property, value-added and similar taxes on the Products or on performance under this Agreement are Customer’s responsibility; taxes measured by IronView’s own net income, and franchise taxes imposed on IronView, are not. Where IronView has to collect or pay a tax that was Customer’s to bear, Customer will reimburse IronView for it together with any interest or penalty that came with it.

4. Term, Suspension and Termination

4.1 Term and Renewal. The Term begins on the Effective Date and runs for the initial period the Sales Contract states (the "Initial Term") unless it ends sooner under this Agreement. At the close of the Initial Term, and at the close of each renewal after it, the Term extends automatically by one year (each such extension a "Renewal Term"). Either party can stop an extension by notifying the other, at least sixty (60) days before the current Term expires, that it will not renew. The Sales Contract may substitute a different renewal length or a different notice period.

4.2 Suspension or Termination for Cause. IronView may suspend any or all of the licenses, withhold its other performance, or end this Agreement outright with immediate effect, on any of the following: Customer fails to pay an amount when it is due; Customer or an Authorized User breaches Section 5 (Confidentiality); or Customer, a Covered Entity or an Authorized User breaches any other provision of this Agreement or of IronView’s related procedures. IronView need not give notice beforehand or allow an opportunity to cure before acting under this Section.

4.3 Effect of Suspension or Termination. Suspension or termination brings the License to an end, and IronView will cut off access to and delivery of the Products. Customer must then pay everything that has accrued through the effective date, stop all use of the Products at once, and destroy every reproduction of the Products and the Licensed Database, along with every Derived Material that Section 2.5 requires it to destroy, in whatever form and wherever held, including reproductions in the hands of its personnel, agents and subcontractors; IronView may require written confirmation that this has been done. Where the Agreement ends during the Initial Term for any reason other than an uncured material breach by IronView or a termination by IronView under Section 4.4, Customer will in addition pay an early-termination charge equal to the whole of the Fees payable for the Initial Term, on whatever basis the Sales Contract states them, less the Fees Customer has already paid for that Term. Where the Fees are stated per Seat, per Licensed Location or on some other unit basis, the Fees payable for the Initial Term are worked out using the number of units in place immediately before the Agreement ended; where they are stated for a period longer or shorter than the Initial Term, they are prorated to the length of the Initial Term. Nothing in this Section limits any other remedy available to IronView at law or in equity.

4.4 Termination for Loss of Source Data. The Products depend on information IronView obtains from public records and from third-party sources. If a source IronView reasonably regards as material to a Product stops being available to IronView, becomes available only on terms IronView reasonably declines to accept, or can no longer be licensed, compiled or distributed as this Agreement contemplates, whether because of a decision of the source, a change in law, a claim by a third party or any other cause outside IronView’s reasonable control, IronView may end this Agreement, or end the affected Product alone and leave the rest of the Agreement in force, by giving Customer thirty (30) days’ notice. IronView will refund the part of the Fees Customer has already paid that covers the remainder of the then-current Term after the termination takes effect, prorated on a daily basis; where a single Product ends, the refund covers that Product’s share of those Fees, and the Fees for the balance of the Term are reduced accordingly. That refund, together with the release from Fees not yet due, is Customer’s entire remedy and IronView’s entire liability for a termination under this Section, and no early-termination charge under Section 4.3 is payable on it.

4.5 Survival. Sections 2.2 through 2.6, Sections 3 through 9 and Appendix A continue in effect after this Agreement is suspended or terminated.

5. Confidentiality

5.1 Confidential Information. "Confidential Information" means the pricing and other specific terms of this Agreement, any business or technical information one party provides to the other in any form, whether spoken, written, electronic or observed in the course of a demonstration or a visit, the Products themselves, and anything an Exhibit identifies as confidential. Information need not be labeled to qualify. Depending on the party, it may take the form of database contents, research or reports prepared for the disclosing party, financial and pricing detail, customer and supplier information, product and marketing plans, technical specifications, manuals, samples and prototypes, software in either source or object form, or know-how, methods, inventions and trade secrets.

5.2 What Is Not Confidential. These obligations do not reach information that the receiving party obtained from a source free to disclose it, held before disclosure without any duty of confidence, worked out independently without reference to the disclosing party’s Confidential Information, or that has entered the public domain otherwise than through the receiving party’s own breach.

5.3 Handling of Confidential Information. Neither party will use the other’s Confidential Information for anything beyond performing this Agreement or exercising its rights under it, and neither will pass it to anyone outside the employees, advisors and subcontractors who need it for that purpose and who are themselves bound to keep it confidential. Two disclosures are permitted regardless: one compelled by a court or a government authority, so long as the party under compulsion warns the other in time to seek protection, and a confidential disclosure to a party’s own legal or financial advisors. As for information Customer submits through a Product, IronView will guard it with commercially reasonable measures and will not fold it into IronView’s own databases, or use or disclose it for any purpose beyond its performance under this Agreement, without Customer’s consent.

6. Data Sources and Disclaimer of Warranties

6.1 Sources and Limits of the Data. Much of the information in the Products is derived from government records and public filings, including UCC financing statements and motor-carrier registration data, from publicly available company websites, business listings and directories, from third-party business-information providers, and from IronView’s own research and analysis. Source records of that kind may be incomplete, out of date, duplicated, misattributed or otherwise inaccurate. In particular, a UCC financing statement records only that a secured party has claimed an interest in described collateral; it does not establish that the named debtor purchased or owns that collateral, and Customer will not treat it as doing so. IronView invests substantial effort in cleaning, matching and enriching what it collects, and that processing may itself introduce error, omission or misattribution; IronView cannot promise that the result is complete, accurate, current or suited to any particular use. Customer is responsible for verifying any information on which it intends to rely for a material business decision.

6.2 Disclaimer of Warranties. Customer agrees that the Products, and all data, reports, matches and other content delivered through them, are furnished on an "as is" and "as available" basis, with all faults, and that Customer carries the risk of any error, omission or inaccuracy in them. Beyond the commitments this Agreement states expressly, IronView gives no warranty of any kind, whether express, implied or statutory. IronView specifically disclaims the implied warranties of merchantability, merchantable quality, fitness for a particular purpose, title, non-infringement and quiet enjoyment; any warranty that the data is accurate, complete or current; any warranty that access will be uninterrupted, secure or free of error; and any warranty said to arise out of a course of dealing, a course of performance or a usage of trade. IronView also does not compare any telephone number in the Licensed Database against any do-not-call or similar registry.

6.3 No Professional Advice. The Products, and any data, report, score, match or other content delivered through them, are furnished for general business-information purposes only. They are not legal, financial, accounting, tax, credit, insurance, investment, appraisal or other professional advice, and no professional or advisory relationship arises between IronView and Customer, a Covered Entity or an Authorized User. IronView does not endorse or recommend any transaction, counterparty, equipment purchase, extension of credit or other course of action. Customer is responsible for exercising its own judgment, and for obtaining advice from its own professional advisors, before acting on anything the Products contain.

7. Indemnification

7.1 Indemnification by Customer. Customer will defend IronView against, and indemnify it for, any Damages traceable to a failure by Customer, a Covered Entity or an Authorized User to honor a promise, representation or warranty this Agreement contains, the terms of the License included.

7.2 Indemnification by IronView. Where a third party claims that Customer’s authorized use of a Product or Access Channel infringes that third party’s United States Intellectual Property Rights, IronView will defend Customer against the claim and indemnify it against the resulting Damages. That commitment does not reach a claim arising from Third-Party Materials, nor one that would have been avoided had Customer or a Covered Entity applied an update or correction IronView made available before the claim arose. Neither does it reach a claim traceable to something done to the Product outside this Agreement: pairing it with a product, service or technology IronView did not supply; altering it, whether by Customer or at Customer’s direction; using, reproducing or distributing it in a way this Agreement does not permit; or fraudulent or willful conduct on the part of Customer, a Covered Entity or an Authorized User. Should a Product draw an infringement claim, or should IronView conclude that one is likely, IronView may at its own cost secure for Customer the right to carry on using the Product, or alter or substitute it so that the problem falls away. If neither step is reasonably open to IronView, it may end this Agreement and refund the unused, prepaid share of the Fees for the balance of the then-current Term. What this Section provides is the whole of IronView’s liability, and the whole of Customer’s remedy, on any claim that a Product infringes Intellectual Property Rights.

8. Limitation of Liability

8.1 Exclusion of Certain Damages. To the fullest extent the law permits, IronView will not be liable for lost profits, lost or corrupted data, or business interruption, nor for any indirect, incidental, special, consequential, exemplary or punitive damages, whatever the theory of the claim and whether or not IronView knew that such damages were possible. The Fees are priced on the understanding that risk is allocated in this way. Without limiting that exclusion, IronView is not responsible for any loss connected with Customer’s own acts or omissions, including use of a Product together with third-party products or services, or any breach of this Agreement.

8.2 Cap on Liability. IronView’s aggregate liability under this Agreement, apart from what Section 7.2 requires of it, is capped at the Fees Customer actually paid IronView during the six (6) months preceding the event that gave rise to the claim. The cap holds even if a limited remedy in this Agreement is found to have failed of its essential purpose.

9. General Provisions

9.1 Injunctive Relief. Money damages would be an inadequate remedy for a breach of Section 2.2 or Section 5, and the harm to IronView from such a breach would be difficult to quantify. Customer therefore agrees that IronView may apply for an injunction or other equitable relief, without posting a bond and without proving actual damages, if Customer, a Covered Entity, or the personnel or contractors of either, breach or threaten to breach those Sections. That right sits alongside IronView’s other remedies rather than replacing them.

9.2 Publicity. Neither party will announce or otherwise make public that this Agreement exists, or what it says, unless the other party agrees in writing.

9.3 Assignment. Neither party may assign or delegate this Agreement, in whole or in part, without the other party’s written consent, and any attempt to do so is void. IronView may nonetheless assign or transfer this Agreement, in whole or in part, together with all rights and obligations under it, without Customer’s consent and without notice, to an Affiliate or to any successor or acquirer in connection with a merger, consolidation, reorganization, change of control, financing, or a sale of all or substantially all of IronView’s assets, of its equity, or of the business or assets to which this Agreement relates. Customer waives any right to terminate this Agreement, or to treat it as breached, on account of any such assignment or transfer. Otherwise, this Agreement runs to the benefit of, and binds, each party’s permitted successors and assigns.

9.4 Governing Law and Forum. The law of the State of Delaware governs this Agreement and any dispute arising out of or relating to it, without regard to conflict-of-laws rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. The state and federal courts sitting in Wilmington, Delaware have exclusive jurisdiction over any such dispute, and each party irrevocably consents to the personal jurisdiction of those courts and waives any objection to venue there and any argument that those courts are an inconvenient forum. IronView may nonetheless bring an action to collect unpaid Fees, or to obtain injunctive or other equitable relief in respect of Section 2.2 or Section 5, in any court having jurisdiction over Customer or its assets, and Customer consents to the jurisdiction of any such court for that purpose. Each party waives any right to trial by jury in any proceeding arising out of or relating to this Agreement.

9.5 Severability. Should any provision of this Agreement prove unenforceable, it will be applied as far as it lawfully can be, and the balance of the Agreement will carry on in force.

9.6 No Waiver. Declining to enforce a provision on one occasion does not surrender the right to enforce that provision, or any other, later on.

9.7 Force Majeure. Neither party is answerable for a delay or failure in performance, other than a failure to pay, that is caused by something outside its reasonable control. Events of that kind include war and armed conflict, civil disturbance, epidemic, strike or other labor action, fire, flood, storm, earthquake and other natural disaster, failure of power, telecommunications or internet service, disruption of markets or supply, and the enactment of or change in any law or governmental order.

9.8 Costs of Enforcement. Where IronView brings or defends a proceeding relating to this Agreement, on any theory including contract, tort, equity, fraud and statute, Customer will reimburse the costs IronView incurs in it. Those costs include attorneys’ fees, court costs and the costs of any appellate, bankruptcy or post-judgment stage, and Customer’s obligation applies whether or not the costs would otherwise be recoverable as a matter of law. This is in addition to any other relief IronView obtains.

9.9 Notices. Every notice under this Agreement must be written, and each takes effect according to how it was sent: an email is effective the day it is sent, provided transmission is confirmed; a hand delivery is effective on written receipt; a delivery by recognized overnight courier is effective when the addressee receives it; and certified or registered mail, return receipt requested, is effective three days after mailing. Notices go to the physical or electronic addresses in the Sales Contract, or to whatever address a party has since supplied under this Section.

9.10 Independent Contractors. Each party acts as an independent contractor. Nothing in this Agreement makes the parties partners, joint venturers or one another’s agent, and neither has power to commit the other to anything.

9.11 Acquisitions of Customer. Suppose that during the Term an entity this Agreement did not cover on the Effective Date becomes part of Customer through a merger, acquisition or reorganization, and would on that footing be positioned to use the Products (an "Acquired Party"). The parties will then negotiate in good faith either a separate agreement or an amendment to this one extending coverage to the Acquired Party and setting the additional Fees that go with it. The Acquired Party has no right to use the Products until such an agreement is in place.

9.12 Changes to This Agreement. Any change to this Agreement must be in writing and signed by an authorized representative of each party. No click-through, browse-wrap or other online terms shown through an Access Channel will change this Agreement for Customer unless both parties sign a writing that says so. IronView may, however, put revised Standard Terms in place for a Renewal Term by giving Customer notice of the revised Standard Terms at least sixty (60) days before the current Term ends; the revised Standard Terms then take effect at the start of that Renewal Term unless Customer gives notice of non-renewal under Section 4.1 before the current Term ends. This right does not extend to the license models, Covered Entities or other commercial terms recorded in the Sales Contract, which may be changed only by a writing signed by both parties, and changes to the Fees on renewal are governed by Section 3.1.

9.13 Counterparts and Electronic Signature. The parties may sign this Agreement and the Sales Contract in counterparts, including by electronic signature or scanned or emailed copy, and each counterpart is an original and all together form one agreement.

Appendix A: Defined Terms

The following terms have the meanings given here wherever they appear in this Agreement. Terms defined elsewhere in this Agreement carry the meanings given where they are defined.

"Access Channels" has the meaning given in Section 1.4 and includes each Site and each App.

"Affiliate" means any Person that a given Person controls, that controls it, or that stands with it under the control of a third Person. Control for this purpose is the ability to direct a Person’s management and policies, whether that ability comes from holding voting securities, from contract, or from some other source.

"Authorized Users" means those individuals the Sales Contract permits Customer to authorize or, where the Sales Contract is silent, Customer’s own employees to whom IronView has granted access; in either case the applicable license model governs. Absent IronView’s written agreement, no parent, subsidiary, sister or affiliated company qualifies, and neither does any other third party, Customer’s Representatives included.

"Covered Entities" means whichever Persons the Sales Contract lists as entitled to reach the Products, and means Customer alone where the Sales Contract lists none.

"Damages" means every claim, action, demand, liability, loss, damage, cost and expense of any nature, reasonable attorneys’ fees among them.

"Derived Materials" has the meaning given in Section 2.5.

"Effective Date" means whatever date the Sales Contract names as the start of Customer’s access to the Products. Where the Sales Contract names none, it is the later of the two signature dates on the Sales Contract.

"Enterprise License" has the meaning given in Section 1.2.

"Exhibit" means a product exhibit, schedule, statement of work or other attachment the parties sign that refers to this Agreement.

"Fees" means the amounts payable for the Products as the Sales Contract states them, together with any other amount this Agreement or an Exhibit requires Customer to pay.

"Intellectual Property Rights" means rights of every kind in intellectual property, anywhere in the world, registered or not: patents and patent applications, copyrights and neighboring rights, sui generis database rights, trade secrets and know-how, Trademarks, domain names, and the goodwill attaching to any of them.

"IronView" means Burnt Hill Data Ltd., which carries on business under the trade name IronView. Every reference in this Agreement to IronView, to the IronView platform or to an IronView product is a reference to Burnt Hill Data Ltd. and its property.

"Licensed Database" means the proprietary, confidential IronView data that answers to the parameters in the Sales Contract or that IronView has otherwise agreed in writing to supply, delivered through the IronView platform and comprising equipment records and business-contact records. The term takes in every extract, report output, prospect-match result, reproduction, correction, update and successor version of that data. The Licensed Database counts as a Product.

"Licensed Location" means each Customer location listed in the Sales Contract as covered by a Site License.

"Login Credential" has the meaning given in Section 1.3.

"Open-Source Components" means each software component that is distributed under a license the Open Source Initiative would recognize as an open-source license, the GNU General Public License and Lesser General Public License among them, or under any other license or obligation capable of requiring that source code combined with the component be disclosed or licensed to a third party.

"Person" means an individual or an entity of any form, including a corporation, partnership, limited liability company, joint venture, trust, association, unincorporated organization or governmental authority.

"Product(s)" means whatever the Sales Contract lists as a Product, together with anything an Exhibit designates as one, the Licensed Database, and the proprietary tools IronView supplies for reaching them.

"Representative" means a contractor, vendor, agent or other representative of a party.

"Sales Contract" means the Sales Contract page at the front of this Agreement, and any other order form or ordering document the parties sign that references this Agreement, setting out the Products, license models, Fees, Term and any Covered Entities.

"Seat License" has the meaning given in Section 1.2.

"Site License" has the meaning given in Section 1.2.

"Term" means the Initial Term together with each Renewal Term, as described in Section 4.1.

"Third-Party Materials" means anything supplied with or through a Product that is not IronView’s own property, in any medium. Third-party data, content, documents and specifications fall within the term, as do Open-Source Components, other third-party software or hardware, and the components and features of any of these.

"Trademarks" means any word, name, logo, symbol or other designation, registered or unregistered, that a Person uses to distinguish the goods or services it offers, together with any right to seek registration of it.

Related Policies

For details on how IronView handles personal information, see our Privacy Policy. For more on how IronView data is sourced and the limits that apply to it, see our Data Disclaimer.