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LISTREET LICENSE TERMS AND CONDITIONS APPLICABLE FROM May 6th, 2021

 

SUMMARY:

 

 

- PREAMBLE

- DEFINITIONS

- DATA COLLECTION FRAMEWORK

- COMMITMENTS OF THE PARTIES

- APPLICATION

- SERVICES PROVIDED

- SOFTWARE LICENSE

- TECHNICAL SUPPORT

- MEANS AND OPERATING CONDITIONS

- OBLIGATION, INVOICING, AND PAYMENT

- APPLICABLE LAW

  • PRICING
  • DELIVERY

- REFUND POLICY

- CONFORMITY OF THE SERVICE

- WARRANTIES–LIABILITY

- CONFIDENTIALITY

- AMENDMENT

 

 

LISTREET LICENSE TERMS AND CONDITIONS

 

BETWEEN:

Customer:

AND

LISTREET LLC, company whose registered office is 1120 West 30th Street 10 001 New York, NY USA, reachable on its website: www.listreet.com and by telephone, hereinafter referred to as LISTREET.

 

PREAMBLE

This Agreement includes the period beginning the day of subscription to the present General Terms of Use and its appendices. The set is hereinafter referred to as the Contract.

Software editor and service provider, LISTREET offers professional software, computer services, and other similar services. In this context, LISTREET, as the Customer’s representative, carries out the said collections from directory publishers (Digital Collections"). The Customer uses “Data Base” (“DB”) and wishes to feed it with data from Digital Collections in order to enable it to create marketing segments and thus optimize its future marketing actions. The Customer thus asked LISTREET to collect data or elements extracted from universal directories. It is under these conditions that the Parties have approached each other to establish the framework for the collection of this data and the respective commitments of the Parties (“Agreement”).

 

1. DEFINITIONS

Expressions and terms in capital letters of the Agreement shall have the following definitions:

Customer: means any natural person of legal age, or legal person, a signatory of these general conditions of use, having received a letter from LISTREET containing the invoice of services and licenses to access the Services

Interested: any natural person, having the legal capacity, or legal person, who wants a quote or any information for a service or product provided by LISTREET

Internet: a network of several servers connected to each other and whose location is in various geographical locations throughout the world

Parties: LISTREET and the Client or Interested Party

Position: referring to a personal computer

Server: a master computer controlling certain network access and resources

 

2. DATA COLLECTION FRAMEWORK

The Parties acknowledge and accept that the data collected by LISTREET via its software or through subsequent subcontractors, exposed to the Digital Collections, are exclusively the data of the universal directory (mailing address) (“Data”).

Any additional request from the Customer for data collection that does not fall within the above category must be the subject of a prior written agreement from LISTREET.

 

3. RESPECTIVE COMMITMENTS OF THE PARTIES

LISTREET holds neither the intellectual property of the Digital Collections nor the ownership of the Databases and plays a role of intermediation between the Customer and directory publishers or other content providers.

The Customer accepts the collection of Data through LISTREET for all Digital Collections carried out with it. 

LISTREET acts in name and on behalf of the Customer. LISTREET is a processor of the Customer’s data processing under Article 4.8 of the GDPR, by transferring or sharing Data with no means or common purpose with the Customer where the Customer alone determines the purposes and means of the prospecting processing of data subjects who are not registered on an opposition list (e.g. BLOCTEL, DNCM, TPS, CRTC, Do not call). The data subject receives requests from the Customer and not from LISTREET.

 

4. APPLICATION

These general terms and conditions, including the specific terms and conditions found on one of LISTREET’s websites, apply to any provision of services. Placing an order implies the Customer’s full and unreserved adherence to these General Terms of Use. No special conditions other than those of LISTREET may, unless formally accepted in writing by LISTREET, prevail over these general conditions. Any clause to the contrary proposed by the Customer will, therefore, in the absence of express acceptance, not be invoked against LISTREET, regardless of the time at which it may have been brought to its attention.

That LISTREET does not avail itself of any of these general conditions and/or tolerate a breach by the other party of any of the obligations referred to in these general conditions cannot be interpreted as valid Renunciation by LISTREET to avail itself subsequently of these conditions.

LISTREET provides professional data for the Customer on its platform-server form following receipt of a Purchase Order completed online by the Customer at www.listreet.com or any other site managed by LISTREET, and corresponding to the payment.

LISTREET will acknowledge receipt of the Purchase Order and payment by the Customer. When completing the online order form and validating it, by ticking the acceptance box of the general conditions of use, it forms the contract governing the relationship between the Customer and LISTREET, subject to the prior payment of the price by the Customer.

Sending the payment to LISTREET, downloading or using the materials will consider the contract formed.

This contract may also be accomplished with the assistance of LISTREET if the customer requests it by e-mail or telephone, subject to the sending by LISTREET of an e-mail confirming the order informing the Customer of the products to which he has subscribed.

The date of the sending of the e-mail will be considered the Customer’s order date on which the invoice will take effect.

The contract is deemed to be final on the day the order is sent by LISTREET. The parties agree that this confirmation from LISTREET will serve as evidence between the parties in the event of a conflict.

LISTREET will archive this order confirmation email on its own servers and be kept in a safe place.

The date and time of receipt will be those recorded by the LISTREET server, which will be binding between the parties until proven otherwise.

If this acknowledgment of receipt is not sent, the contract cannot be deemed to have been established. It is then up to the Customer to contact LISTREET to inform it.

 

5. SERVICES PROVIDED

These general conditions define the technical and financial conditions under which LISTREET undertakes to provide services, tools, and software for the Customer.

The special conditions detail the different order options for the provision by LISTREET of professional software and/or data for the Customer.

The Customer expressly acknowledges that LISTREET does not take part in the design, development, or production of specific software for the Customer and its management and administration IT tools.

The service provided by LISTREET is subject to the present general conditions and special conditions as they appear on one of its websites: www.listreet.com

These conditions make up the entire contractual framework between the parties. The mere fact of placing an online order will constitute a full acceptance of these Contractual Conditions.

The Client undertakes to have the power, authority, and capacity necessary for the conclusion and execution of the obligations provided herein.

 

6. LICENSE

LISTREET grants the Customer who accepts it, a personal, non-transferable, and non-exclusive right to use the Materials, as described on www.listreet.com, in accordance with its purpose, for the purposes referred to in these General Terms and Conditions.

LISTREET is the exclusive copyright owner of the data. The right to use the software or material, granted to the Customer in these general conditions, does not entail any transfer of intellectual property to the Customer. The Customer shall refrain from any act or acts that may directly or indirectly affect LISTREET’s copyright of the software or any of the other intellectual property prerogatives that may be associated with the software, such as industrial property.

The right to use the Software or Material granted to the Customer under these general conditions includes, in the sense of intellectual property law, the permanent or provisional reproduction of the Software in whole or in part, understood as the faculty, for authorized users, to load, display, run or store the software, excluding any transmission.

 

The right of use is granted to the Customer:

  • - to incorporate the Materials on a single or multiple applications or websites as long as (i) the main purpose of the latter is not the use of the Materials or does not present a conflict of interest with LISTREET activities or its websites and (ii) the Materials cannot be accessible in its original format or an unprotected format, or by web/screen scraping or any other methods aiming to extract and collect the Materials from the website.
  • - for use by authorized users only
  • - for the sole purpose of these general conditions
  • - for the whole world
  • - for the duration of these general conditions
  • - for the only version in object codes of the software, excluding source codes
  • - subject to the full payment of the fee provided for in the article "Obligation, invoicing and payment"

 

The right to use the software granted to the Customer under these general conditions does not include:

  • - reproduce or distribute or resell the Materials to Affiliates, Customers or any third-party;
  • - produce Derivative Works of the Materials;
  • - sublicense the Materials to Affiliates, Customers or any other entities or individuals;
  • - use the Materials for products, applications or websites whose main purpose would be the use of the Materials or might present a conflict of interest with LISTREET's activities or its websites;
  • - use the Materials for any illegal, unauthorized or otherwise improper purposes, or in any manner which would breach any laws or regulations, or violate the rights of third parties;
  • - remove or alter any copyright notices, proprietary information notices or restricted rights notices contained in the Materials. 
  • - carrying out any translation, adaptation, arrangement, or modification of any kind and for any reason, these acts being in no way necessary for the use of the   software
  • - directly or indirectly correcting anomalies that may affect the software, with LISTREET expressly reserving this right
  • - making any copy of the software or any reproduction other than that subject to the right of use granted to the Customer, whether total or partial, with the exception of the backup copy
  • - using the prerogatives granted to it by intellectual property law, to design, produce, disseminate, or market similar, equivalent, or substitute software
  • - any disassembly or destruction of the software
  • - circumventing any of the software protection measures
  • - installing the software in any location other than that allowed under these general conditions
  • - using the Software for a purpose other than that allowed under these Terms and Conditions;
  • - disclosing information about the use of the software to third parties with whom a contract has not been established
  • - organizing seminars or training courses on the use of the software, free or for a fee
  • - directly or indirectly communicating, making available or transferring the right to use the software to a third party, not a party to these terms and conditions, whether free or for a fee
  • - using the software beyond the term of these terms and conditions

 

The Customer shall ensure that it does not use the Software or use the prerogatives granted to it by these Terms and Conditions to infringe LISTREET’s intellectual property rights or legitimate interests.

7. TECHNICAL SUPPORT

LISTREET provides the Customer with technical assistance:

On the website

via the contact form or the FAQ

Or by phone from Monday through Friday from 9 am to 5 pm

8. MEANS AND OPERATING CONDITIONS

The Customer must have access to the Internet to use LISTREET professional software.

The LISTREET software and services are provided by experienced staff who are specialized in the management of IT tools.

LISTREET provides the computer power, equipment, and software necessary for the operation of the services offered to the Customer, the list of equipment and software may vary.

LISTREET undertakes to make every effort to ensure the permanence, continuity, and quality of the services it offers and therefore subscribes to an obligation of means. As a result, LISTREET will strive to offer functional business software 24 hours a day, 7 days a week, but cannot guarantee this, considering external factors that could prevent the use of its software.

The Customer acknowledges that bandwidth fluctuations and uncertainties emanating from the Access Provider are elements that may lead to discontinuity in access, independent of LISTREET’s will and outside its technical means.

LISTREET guarantees access to and use of its professional software under the conditions of a reasonable server load. If, because of a number of connections or requests exceeding LISTREET’s forecasts, the capabilities offered by the Service Provider become insufficient, the parties will consult in order to consider technical changes to bring about a solution.

 

9. OBLIGATION, INVOICING, AND PAYMENT

LISTREET undertakes to provide software that conforms to its description as it appears on the website www.listreet.com

The Customer undertakes to pay and respect the payment deadlines indicated on each invoice sent to him. The customer has 14 working days to pay the total invoice unless otherwise stated in writing by LISTREET. Payments may be made to one of the LISTREET accounts or by any other payment method proposed by LISTREET.

The Customer who has subscribed to an order must, in advance, pay the total invoice.

In the event that the Customer does not pay an invoice within the time limits set or does not proceed with setting up an automatic payment within the framework of an order: LISTREET will suspend the service of the Customer, shall also suspend all products and services provided by LISTREET until the Customer’s situation is rectified.

The Customer is responsible and shall pay all taxes and charges due under or in connection with this Agreement. Unless otherwise indicated with written proof by LISTREET, all amounts owed by the Client to LISTREET under this contract are exclusive of any taxes, duties, or government fees that may be imposed by any jurisdiction, whether or not they are based on gross amounts. If the Customer withholds payment of taxes due under this contract, the amount of the following invoice will be automatically increased in order to offset these taxes.

If LISTREET cannot provide one of its services or fulfill one of its obligations: If the period does not exceed 15 days, LISTREET will not be held responsible as it will have provided an alternative solution. From the month following the 15th-day breakdown, LISTREET will stop the automatic debits from its Customers. From the month following the 15th-day breakdown, LISTREET will refund customers who have made automatic transfers. The total refund may not exceed the number of remaining subscription months or unused Plans until LISTREET’s services and obligations are restored.

 

10. APPLICABLE LAW

This Agreement is governed by United States of America law. The use of the solutions provided by LISTREET is subject to the mandatory public policy legislation of the state or country and to the conditions of use of the sites and directories visited and/or used. Therefore, Users and Customers of LISTREET are obligated to respect the legislation of their state or country of residence or from which the package is used as well as the charters and conditions of use of the directories and sites visited and/or used.

The laws of the state or country in which the Customer lives shall govern all claims and disputes under this contract, including claims for breach of the terms of the contract, claims based on federal consumer protection laws, unfair competition, implied warranties, unjust enrichment, and tort. If the Customer acquired the software in another country, the laws of that country apply. This contract describes certain legal rights. The Customer may benefit from other rights, including consumer rights, provided by the laws of their state or country. The Customer may also have certain rights regarding the party from which the Customer acquired the software. This contract does not alter these other rights if the laws of the state or country do not permit it.

Any difference between the Parties as to the validity, interpretation, or application of this Agreement shall be subject to a prior attempt to settle out of court. If no amicable settlement has been reached within a reasonable period which shall not exceed 2 months from the first letter from one Party to the other concerning the challenge, the Parties agree to appeal to the exclusive jurisdiction of the Commercial Court of New York, United States of America.

11. PRICING

Complete set: see fee schedule

Location set: see price list

Region set: see price list

Rates are fixed unless otherwise stated in writing by LISTREET.

 

12. DELIVERY

LISTREET does not guarantee the accuracy or completeness of the data. (For example, in India there are 3 million streets. On a dataset, if we propose 40,000 streets. You will receive 40,000 streets, with a reliability rate of 80%)

Materials will be delivered in electronic format through Client’s email upon payment receipt. The Customer will have thirty (30) days to download the Materials from the Customer's account. After this period, the link to download the Materials will be removed.

Support and maintenance are included for 30 days from the date of purchase

13. REFUND POLICY

The fees paid by Customer are non-refundable.

14. SERVICE COMPLIANCE

The Client acknowledges having verified the adequacy of the service to its needs and having received from LISTREET all the information and advice that are necessary to subscribe to this commitment in full knowledge of the facts.

The Customer shall ensure that he has the organization, the material, human resources, and the skills to proceed with the use of the software and that he has all the relevant information concerning the software, its composition, and its technical characteristics.

LISTREET reserves the right to audit the conditions of use of the software after having informed the Customer at least 2 days in advance. The Customer undertakes to cooperate in this audit by providing all relevant information. The Customer agrees to pay, within 30 days following notification, any additional license fee in case of use that does not correspond to the fees paid to LISTREET. Failing this, LISTREET retains the right to terminate these general conditions.

 

15. WARRANTIES–LIABILITY

LISTREET guarantees Customer protection against any infringement action subject to the following two cumulative conditions:

  • - Notification in writing by the Client of the infringement action or the declaration that preceded it
  • - That LISTREET has been put in a position by the Client to ensure the defense of its own interests and those of the Client and, to do so, that the Client has collaborated loyally to the said defense by providing all the elements, information, and assistance necessary to carry out such a defense.

 

Any modification of the software or material without the prior written agreement of LISTREET will automatically exclude the implementation of this warranty. The above provisions set forth the limits of LISTREET’s liability for infringement of intellectual property rights as a result of such use.

 

By mutual agreement, the parties expressly agree that LISTREET’s responsibility:

  • - may only be engaged by the Customer in the event of a proven fault
  • - is committed only for the consequences of direct damage and that compensation for indirect damage is excluded. Indirect damages are losses of profits, turnover, margins, revenues, loss of orders, customers, operations, commercial actions, damage to the brand image, the action of third parties, and the expected results
  • - is limited to the sums actually paid by the Customer.

 

This clause remains applicable in the event of nullity, resolution, or termination of these terms and conditions.

 

Each Party declares that it has the capacity to enter into and conclude this Agreement.

As part of the execution of the commitments resulting from this Agreement, each Party expressly undertakes to comply with the laws, regulations, and other texts of any kind applicable regarding personal data, including the European Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and Lei Geral de Proteção de Dados (LGPD).

It is specified for all purposes that the Customer is responsible for the processing of the data of the Digital Collections that it collects indirectly and manages alone, without recourse to LISTREET, which does not have the capacity of joint controller of these Data.

 

16. CONFIDENTIALITY

The Parties agree to keep this Agreement strictly confidential and not disclose its existence or any of its terms without the prior written consent of the other Party unless disclosure is required by any jurisdiction, including taxation, or any supervisory authority by law and regulations or for a judicial or administrative proceeding.

Each Party shall keep strictly confidential any technical, commercial, financial, operational, or other information to which it has had access in the performance of this Agreement.

The confidentiality obligations referred to above shall remain in effect after the expiration of this Agreement for a period of five years.

17. AMENDMENT

This document represents the entire Agreement. Any amendment to the Contract must be the subject of a written agreement signed by the authorized representatives of each Party.

It cancels and replaces any other verbal or written agreements of any kind which may have existed between them beforehand.

 

 

Take a note: This text has been translated from French. The original French version, which is valid and legally restrictive, is available here.