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Crunchbase Partner Agreement Terms and Conditions

Updated November 16, 2015

CrunchBase and Partner hereby agree as follows:

1. Licensed Data

1.1 Definitions.

(a) “CrunchBase Data” means the data described in Exhibit A (or any other Exhibit) that is provided to Partner by CrunchBase under the terms of this Agreement, including any documentation, technical information or specifications related to such data made available by CrunchBase to Partner.

(b) “Partner Data” means the data described in Exhibit A (or any other Exhibit) that is provided to CrunchBase by Partner under the terms of this Agreement, including any documentation, technical information or specifications related to such data made available by Partner to CrunchBase.

1.2 License Grants.

(a) CrunchBase. Subject to the terms and conditions contained in this Agreement and any additional terms expressly set forth in the applicable Exhibit, CrunchBase grants Partner a non-exclusive, royalty-free, non-transferable, non-sublicensable and worldwide right to (i) use, distribute, translate, load, access, store, copy, reproduce, modify, transmit, and display CrunchBase Data only during the Term of the applicable Exhibit and solely for the purpose(s) set forth in the applicable Exhibit and (ii) use any APIs, software, or applications provided by CrunchBase to Partner under this Agreement, only during the Term of the applicable Exhibit and solely for the purpose of accessing the CrunchBase Data specified in such Exhibit.

(b) Partner. Subject to the terms and conditions contained in this Agreement and any additional terms expressly set forth in the applicable Exhibit, Partner grants CrunchBase a non-exclusive, royalty-free, non-transferable, non-sublicensable and worldwide right to (i) use, distribute, translate, load, access, store, copy, reproduce, modify, transmit, and display the Partner Data during the Term of the applicable Exhibit, and solely for the purpose(s) set forth in the applicable Exhibit and (ii) use any APIs, software, or applications provided by Partner to CrunchBase under this Agreement, only during the Term of the applicable Exhibit and solely for the purpose of accessing the Partner Data specified in such Exhibit.

1.3 Support.

(a) CrunchBase. During the Term, CrunchBase will provide commercially reasonable technical support to Partner to assist with Partner’s access to or use of the Partner Data as authorized under this Agreement, as Partner may reasonably request from time to time.

(b) Partner. During the Term, Partner will provide commercially reasonable technical support to CrunchBase to assist with CrunchBase’s access to or use of the Partner Data as authorized under this Agreement, as CrunchBase may reasonably request from time to time.

2. Intellectual Property; License Restrictions; Data Protection.

(a) CrunchBase. The CrunchBase Data and any APIs, software, applications and other technology or intellectual property provided by or on behalf of CrunchBase to Partner in connection with this Agreement, and any intellectual property rights related to any of the foregoing is “CrunchBase IP”. Except for the licenses expressly granted under this Agreement, CrunchBase reserves all right, title and interest that it may have in the CrunchBase IP.

(b) Partner. The Partner Data and any APIs, software, applications, processes and other technology or intellectual property provided by Partner to CrunchBase in connection with this Agreement, and any intellectual property rights related to any of the foregoing is “Partner IP”. Except for the licenses expressly granted under this Agreement, Partner reserves all right, title and interest that it may have in the Partner IP.

(c) Except as expressly set forth in the applicable Exhibit, Partner will not (and will not permit or assist any third party to) sell, rent, lease, loan, resell, license, or sublicense any CrunchBase Data, or otherwise use, exploit or distribute any CrunchBase IP for any other purpose without CrunchBase’s express prior written consent.

(d) Partner will not and will not attempt to (and will not permit or assist any third party to or attempt to) reverse engineer, decompile, disassemble or attempt to discover any source code or underlying ideas or algorithms of any APIs, software, applications and other technology or intellectual property provided by or on behalf of CrunchBase (except to the extent that applicable law prohibits reverse engineering restrictions).

(e) Each party will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to (x) ensure the security, confidentiality, and integrity of the other party’s data, (y) protect against any anticipated threats or hazards to the security or integrity of such data, and (z) protect against unauthorized access to, or unauthorized use or disclosure of, such data, and promptly notify the other party of any breach, violation or misappropriation of the other party’s rights in and to its data by any third party.

3. Expenses; Taxes

3.1 Expenses. Each party is responsible for all costs and expenses arising out of its performance under this Agreement.

3.2 Taxes. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions under this Agreement.

4. Term; Termination.

4.1 With respect to each Exhibit, this Agreement shall commence as of the date set forth on such Exhibit and shall continue for the period of time set forth therein, unless earlier terminated in accordance with the terms hereof (the “Term”). Either party may terminate this Agreement or any Exhibit upon thirty (30) days’ prior written notice to the other party for material breach (if the breaching party has not cured such breach within such thirty (30) day period). Either party may terminate this Agreement or any Exhibit at any time for convenience upon thirty (30) days’ prior written notice to the other party. This Agreement will terminate immediately if a party ceases to do business in the normal course without a successor, is judicially declared to be insolvent or bankrupt, makes a filing for bankruptcy (or similar) protection in any court, is the subject of any involuntary proceeding related to its liquidation or insolvency that is not dismissed within 90 days, or makes an assignment for the benefit of creditors.

4.2 Effect of Termination; Survival. Upon termination of this Agreement for any reason, unless expressly set forth in the applicable Exhibit, the license rights granted in Section 1 shall immediately terminate, and Partner will cease all use of and delete the CrunchBase Data from its systems. Sections 2, 4, 5, 6, 7 and 8 will survive any termination or expiration of this Agreement or any Exhibit. Any and all portions of CrunchBase Data that cannot be destroyed or returned remain subject to the confidentiality and limited-use obligations contained in Section 7 of the Agreement.

5. Warranty and Limitation of Liability.

5.1 CrunchBase.

(a) CrunchBase represents and warrants to Partner that: (i) CrunchBase has full corporate authority to enter into this Agreement, to perform its obligations under this Agreement and to provide the CrunchBase Data in the manner described in this Agreement; (ii) to the best of CrunchBase’s knowledge, there are no bona fide, non-frivolous and legally substantiated allegations by third parties of infringement or misappropriation of any rights relating to the CrunchBase Data; and (iii) to CrunchBase’s knowledge, the provision by CrunchBase of the CrunchBase Data does not and will not violate any applicable law or regulation.

5.2 Partner.

(a) Partner represents and warrants to CrunchBase that: (i) Partner has full corporate authority to enter into this Agreement, to perform its obligations under this Agreement and to provide the Partner Data in the manner described in this Agreement, and that it has obtained all necessary consents, authorizations, licenses and all other rights and permissions necessary to grant the licenses contained in this Agreement (and the collection, development, processing, storage, transmission, use and licensing by Partner and its suppliers and licensors of any part of the Partner Data has been conducted in compliance with all applicable laws, orders and regulations); (ii) none of the Partner IP or any other material provided under this Agreement, nor CrunchBase’s use thereof nor exercise of any of CrunchBase’s rights under this Agreement, will infringe, violate or misappropriate any copyright, trademark, tradename, trade secret, right of publicity or privacy or other intellectual property or proprietary right of any third party; (iii) the provision by Partner of the Partner Data does not and will not violate any applicable law or regulation, (iv) to the best of Partner’s knowledge, there are no outstanding allegations by third parties of infringement or misappropriation of any rights relating to the Partner Data; and (v) the Partner Data includes all information and disclosures required by applicable laws and regulations.

(b) Without limiting Section 5.2(a), as between Partner and CrunchBase, Partner will be solely responsible for any and all royalties, license fees or other amounts required to be paid to any and all third parties with respect to the use and exploitation of the Partner Data in accordance with this Agreement.

(c) Partner will promptly notify CrunchBase of any: (i) errors in the Partner Data; (ii) Partner Data that Partner reasonably believes breaches any of the warranties set forth in this Section 5.2; and (iii) third party claims or threatened third party claims which become known to Partner regarding the Partner Data or its use under this Agreement.

5.3 Warranty Disclaimers.

THE EXPRESS WARRANTIES SET FORTH IN 5.1(a) AND 5.2(a) ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES BY THE PARTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT, EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

5.4 LIMITATION OF LIABILITY.

(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT WITH RESPECT TO EACH PARTY’S INDEMNIFICATION OBLIGATIONS OR EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS OR BREACH OF SECTION 7 (CONFIDENTIALITY), NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, COST OF PROCUREMENT OF SUBSTITUTE GOODS, PRODUCTS OR SERVICES, OR ANY OTHER CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES WHATSOEVER, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT OR TORT (INCLUDING PRODUCT LIABILITY, STRICT LIABILITY, NEGLIGENCE AND MISREPRESENTATION), EVEN IF A PARTY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH IN THIS AGREEMENT.

(b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT WITH RESPECT TO [EACH PARTY’S INDEMNIFICATION OBLIGATIONS OR] EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS OR BREACH OF SECTION 7 (CONFIDENTIALITY), IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEEDING $10,000.

6. Indemnification.

(a) CrunchBase. CrunchBase will indemnify, defend and hold Partner and its directors, officers, and employees (each, a “Partner Indemnified Party”) harmless from and against all claims, actions, allegations, demands and proceedings brought by an unaffiliated third party (each, a “Claim”), and all resulting losses, judgments, liabilities, damages, settlements, costs and expenses (in each case, only to the extent payable to a third party, and including reasonable attorneys’ fees and expenses) (each, a “Loss”), arising from or relating to any Claim that the CrunchBase Data or any other material provided under this Agreement infringes, violates, or misappropriates any copyright, trademark, tradename, trade secret, right of publicity, or privacy or other proprietary right of any third party, excluding patent rights and excluding any Claim alleging infringement, violation, or misappropriation that is based upon (i) any use of the CrunchBase Data in a manner other than as permitted under this Agreement; (ii) any combination of the Crunchbase Data with other data or products, equipment, devices, software, or systems not supplied by CrunchBase to the extent such Claim would not have arisen but for such combination; or (iii) any modifications or customization of the CrunchBase Data by any entity other than CrunchBase, to the extent such Claim would not have arisen but for such modification or customization, provided that for each Claim, Partner provides CrunchBase with (a) prompt written notice of any such Claim, (b) sole control over defense and settlement thereof and (c) reasonable cooperation in connection therewith. Each applicable Partner Indemnified Party may participate in the defense at its own expense. CrunchBase will not consent to the entry of any judgment or settle any Claim without the applicable Partner Indemnified Party’s prior written consent, which may not be unreasonably withheld.

(b) Partner. Partner will indemnify, defend and hold CrunchBase and its directors, officers, employees and agents (each, a “CrunchBase Indemnified Party”) harmless from and against all Claims and resulting Losses, arising from or relating to (a) any Claim that the Partner Data or any other material provided under this Agreement, or its use by CrunchBase, infringes, violates, or misappropriates any copyright, trademark, tradename, trade secret, right of publicity, or privacy or other proprietary right of any third party, excluding patent rights and excluding any Claim alleging infringement, violation, or misappropriation that is based upon (i) any use of the Partner Data in a manner other than as permitted under this Agreement; (ii) any combination of the Partner Data with other data or products, equipment, devices, software, or systems not supplied by Partner to the extent such Claim would not have arisen but for such combination; or (iii) any modifications or customization of the Partner Data by any entity other than Partner, to the extent such Claim would not have arisen absent such modification or customization or (b) any breach of Partner’s representations or warranties set forth in this Agreement, provided that for each Claim, CrunchBase provides Partner with (a) prompt written notice of such Claim, (b) sole control over defense and settlement thereof and (c) reasonable cooperation in connection therewith. Each applicable CrunchBase Indemnified Party may participate in the defense at its own expense. Partner will not consent to the entry of any judgment or settle any Claim without the applicable CrunchBase Indemnified Party’s prior written consent, which may not be unreasonably withheld.

7. Confidential Information.

Each party acknowledges that Confidential Information may be disclosed to the other party during the course of this Agreement. As used herein, “Confidential Information” shall mean any information relating to or disclosed in the course of the Agreement, which is, or should be reasonably understood to be, confidential or proprietary to the disclosing party, including, but not limited to, technical processes and formulas, source codes, product designs, sales, cost and other unpublished financial information, product and business plans, projections and marketing data. Confidential Information shall not include information (a) already lawfully known (without restriction) to or independently developed by the receiving party without use of the disclosing party’s Confidential Information, (b) generally known to the public through no fault of the receiving party, or (c) lawfully obtained from any third party without restriction. Each party agrees that during the term of this Agreement, and for a period of three (3) years following expiration or termination hereof, (a) it will not use any Confidential Information of the disclosing party, except to exercise its rights or perform its obligations under this Agreement and (b) it will take reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information of like importance, to prevent the disclosure of Confidential Information of the other party, other than to its employees, affiliates, subsidiaries or other agents who have a need to know such Confidential Information for such party to perform its obligations or exercise its rights hereunder, who will each agree to comply with this section (collectively, “Personnel”) and shall be liable for any breach of such obligations by any Personnel. The receiving party may disclose Confidential Information of the disclosing party solely to the extent required by law or court order; provided that, receiving party provides disclosing party with prompt written notice thereof and uses its best efforts to limit disclosure, and that any information so disclosed shall continue to be treated as Confidential Information for all other purposes. Upon the expiration or termination of this Agreement, each party shall, upon the written request of the other party, return or destroy (at the option of the party receiving the request) all Confidential Information (including, without limitation, all documents, manuals and other materials containing or reflecting Confidential Information). The terms of this Agreement are both parties’ Confidential Information (provided that either party may disclose this Agreement to potential investors and/or acquirers in connection with financing or acquisition due diligence).

8. Miscellaneous Terms.

8.1 Independent Contractor; No Exclusivity. Nothing in this Agreement will create a partnership, joint venture, or agency relationship between the parties. The parties will act as independent contractors under this Agreement, and neither will have the authority to bind the other with respect to any third party. Neither party is obligated to display or use the data provided by the other party hereunder. Except as otherwise expressly set forth in this Agreement, the rights and obligations of the parties under this Agreement are non-exclusive.

8.2 Governing Law/Jurisdiction. This Agreement will be governed by the laws of the State of California, USA without regard to the conflict of the laws provisions thereof. The parties irrevocably consent to the exclusive jurisdiction and venue of the federal and state courts located in San Francisco, California, USA with respect to all claims, suits or proceedings arising out of or in connection with this Agreement.

8.3 Severability. If a court of competent jurisdiction finds one or more of the provisions contained in this Agreement to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions will not be affected. The provisions will be revised only to the extent necessary to make them enforceable.

8.4 Waiver. No action of either party other than express written waiver may be construed as a waiver of any provision of this Agreement. Neither party’s delay in the exercise of its rights or remedies will operate as a waiver of those rights or remedies, and a single or partial exercise by either party of any of the rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.

8.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersede any previous or contemporary oral or written agreements regarding the subject matter. Any modification of this Agreement must be in writing and signed by a duly authorized agent of each party.

8.6 Assignment. Neither party may assign this Agreement without the other party’s prior written consent, except that CrunchBase may assign this Agreement to an affiliate or in connection with any merger, reorganization, sale of all or substantially all of its assets or any similar transaction. Subject to the foregoing limitation, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

8.7 Counterparts. This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but all of which taken together will constitute one instrument. Copies of this signed Agreement reproduced or transmitted by fax or PDF will be binding for all purposes.