PrivCo Services Terms of Use

Last Updated December 17, 2024

1. PREAMBLE, ACCEPTANCE, AND AUTHORITY#

THIS SUBSCRIPTION AGREEMENT AND TERMS OF SERVICE (the “Agreement”) GOVERNS YOUR ACQUISITION AND USE OF THE SERVICES PROVIDED BY PRIVCO INC. (“PrivCo” or the “Company”). BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, THEN YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. THE TERMS “YOU” OR “YOUR” OR “LICENSEE” WILL REFER TO SUCH ENTITY AND ITS AFFILIATES.

This Agreement is effective between you and PrivCo as of the date you accept this Agreement or execute an ordering document or online order with PrivCo specifying the Services to be provided by PrivCo, including any addenda and supplements thereto referencing this Agreement (an “Order Form”) and shall remain in effect for the term set forth in the Order Form or as otherwise terminated in accordance with the terms of this Agreement (the “Term”). If there is a conflict between this Agreement and the terms of any Order Form, the terms of the Order Form will govern with respect to such conflict. If you have entered into an Order Form for the use of the PrivCo API (the “API”), then the applicable Order Form and Enterprise API Data License Agreement will govern your use of the API.

Any Riders provided along with this Agreement, including but not limited to the International Licensee Rider, are hereby incorporated into this Agreement.

IT IS YOUR RESPONSIBILITY TO REVIEW THIS AGREEMENT PERIODICALLY. WE MAY REVISE THIS AGREEMENT AT ANY TIME WITHOUT NOTICE TO YOU. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE THIS WEBSITE OR THE SERVICES. PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE BY US IN OUR SOLE DISCRETION AT ANY TIME. PLEASE REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT AGREEMENT.

2. DEFINITIONS#

All capitalized terms appearing in this Agreement have the meaning assigned below, or else are defined according to the meaning assigned upon their first appearance in this Agreement:

a. “Business Day” means a day other than a Saturday, Sunday, or other day on which commercial banks in New York City are authorized or required by Law to be closed for business.

b. “Confidential Information" has the meaning set forth in Section 8 and includes the Data.

c. “Data” means any and all data, content, and information regarding privately-owned companies made available by PrivCo to you through the Services, subject to the limitations set forth in an Order Form and more fully described in the Documentation.

d. “Documentation” means any additional documentation regarding the Services (including any usage guides and policies, as updated from time to time), accessible via PrivCo’s “help” functionalities, by logging in to the applicable Services or as otherwise provided to you by PrivCo.

e. “Force Majeure Event” has the meaning set forth in Section 14(g).

f. “Licensee” refers to the entity that, through execution of an order form or otherwise, contracts for use of PrivCo Services and access to PrivCo Data under this Agreement, and any affiliates, representatives, agents, and assigns thereof.

g. “Licensor” refers to PrivCo.

h. “Order Form” or “License Agreement” means any order document issued by you and accepted by PrivCo that specifies the Software, Data, or services to be provided by PrivCo under the terms of this Agreement, including any details such as product descriptions, quantities, fees, payment terms, and delivery schedules.

i. “PrivCo IP” means any and all rights, titles, and interests in and to any and all intellectual property, including, without limitation, patents, patent applications, trademarks, service marks, trade names, trade dress, logos, domain names, copyrights, trade secrets, inventions, know-how, proprietary processes, algorithms, data, and any other intellectual property rights, whether registered or unregistered and whether existing under statute, common law, or equity, and all applications, registrations, renewals, extensions, and restorations thereof.

j. “Services” are the online products and services made available by PrivCo, including any products and services that you order under an Order Form (excluding the API, as set forth above).

k. “Total Net Fee” refers to the amount identified as the Total Net Fee in the applicable Order Form

l. “User” means an individual or entity who is authorized by you to use the Services, for whom you have purchased a subscription, and is provided with a user identification and password. Users may include, for example, your employees, consultants, contractors and agents.

m. “User Content” means any Data that a User submits, transfers, uploads, posts, or otherwise provides to or through the Services other than account registration information.

n. “Website” means https://www.privco.com/

3. PRIVCO’S RESPONSIBILITIES#

PrivCo will (a) make the Services and Data available to you pursuant to the terms of this Agreement and any applicable Order Forms, (b) provide applicable standard support for the Services to you at no additional charge (unless otherwise specified in an Order Form), (c) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which PrivCo will use commercially reasonable efforts to give advance electronic notice), and (ii) any unavailability caused by circumstances beyond PrivCo’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider, hosting provider, failure or delay, third-party application, or denial of service attack.

4. DATASET ONGOING SUPPORT & MAINTENANCE#

PrivCo does not guarantee that all errors or malfunctions will have workarounds or that such workarounds will fully resolve the issues. Support does not include assistance with issues caused by modifications to the dataset by you or third parties; support for any errors caused by your use of the dataset in a manner inconsistent with the Documentation or this Agreement; or assistance with third-party products or services that interact with the dataset. PrivCo reserves the right to charge additional fees for support services that fall outside the scope of the standard support outlined above, and any such additional fees must be communicated to you in advance.

5. USE OF THE SERVICES AND DATA#

a. SUBSCRIPTIONS#

Services and access to Data may be purchased by you by completion and submittal of an Order Form. PrivCo grants you a right to access and use the Services and Data as set forth in this Agreement and the Order Form. Services and Data are subject to usage limits, including, for example, the quantities and limits specified in Order Forms and Documentation. Unless otherwise specified, (i) the Services or Data may not be accessed by more than that number of Users specified in an Order Form, (ii) a User’s password may not be shared with any other individual or entity, and (iii) a User identification may only be reassigned to a new individual replacing one who will no longer use the Services or Data. If you exceed a contractual usage (e.g., by exceeding the number of exports allowed per month) limit, PrivCo may suspend or terminate your access to the Services, in its sole discretion.

b. RESERVATION OF RIGHTS#

Subject to the limited rights expressly granted hereunder, PrivCo and its licensors reserve all their right, title and interest in and to the Services and Data, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.

c. YOUR RESPONSIBILITIES#

You will (i) be responsible for Users’ compliance with this Agreement, Documentation and Order Forms, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Data, and notify PrivCo promptly of any such unauthorized access or use, and (iii) use Services and Data only in accordance with this Agreement, Documentation, Order Forms and applicable laws and government regulations.

d. USAGE RESTRICTIONS#

Except as expressly permitted under this Agreement, an Order Form, or the Documentation, you will not, directly or indirectly: (i) make any Services or Data available to, or use any Services or Data for the benefit of, anyone other than you or Users; (ii) publish, share, display, disclose, transfer, sell, resell, license, sublicense, distribute, make available, rent, or lease any Services or Data, including any derivative works or adaptations of the Data; (iii) use, sell, resell, license, sublicense, distribute, make available, rent, or lease any Services or Data as part of a service bureau, outsourcing offering, or other commercial offering; (iv) introduce, upload, or transmit any code, files, scripts, agents, or programs intended to harm, disrupt, or impair the Services, including viruses, worms, time bombs, or Trojan horses; (v) interfere with, disrupt, or compromise the integrity, security, or performance of the Services or any third-party data contained therein; (vi) attempt to gain unauthorized access to any Services, Data, or related systems or networks; (vii) allow access to or use of any Services or Data in a manner that circumvents contractual usage limits, or use any Services or Data to access, obtain, or exploit PrivCo’s intellectual property in an unauthorized manner; (viii) copy, reproduce, or create adaptations or derivative works of any Services, Data, or any part, feature, function, or user interface thereof, except as expressly authorized under this Agreement; (ix) frame, mirror, or display any part of any Services or Data, except for internal business purposes on your own secure intranets as expressly authorized; (x) access or use any Services or Data to develop or provide a competing product, service, or functionality, or for the purposes of benchmarking with a third-party product or service; (xi) modify, alter, or transform any part of the Data, except as expressly permitted under this Agreement, or otherwise create derivative works of the Data; (xii) remove, obscure, or alter any legal, copyright, trademark, or proprietary notices or legends present on or in the Data or Services; (xiii) develop, support, or use software, devices, macros, scripts, robots, crawlers, browser plugins, add-ons, or other automated means or processes to: (A) scrape or extract the Data, (B) copy or replicate the Data from the Services, or (C) store or save the Data outside of the Services; (xiv) store, transmit, or process the Data outside of the Services or use the Data in a manner that violates this Agreement; (xv) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code, underlying ideas, algorithms, structure, or organization of the Services; (xvi) use the Data, Services, or any part thereof to train, develop, enhance, or refine any artificial intelligence models, machine learning algorithms, or similar technologies that compete with, replicates, substitutes, or provides similar or equivalent functionality to PrivCo’s products or Services, or for any purpose that diminishes the value or competitive position of PrivCo’s offerings; or (xvii) use the Data or Services to create, develop, or distribute any products, services, or technologies that diminish the value, competitive position, or intellectual property of PrivCo’s offerings; or (xviii) engage in any activity that circumvents the purpose or intended use of the Services or Data as defined by PrivCo. Any violation of the above restrictions shall constitute a material breach of this Agreement and will entitle PrivCo, at its sole discretion, to immediately suspend or terminate this Agreement and your access to the Services and Data, in addition to any other remedies available under applicable law.

e. SUSPENSION#

Any use of the Services in breach of this Agreement (including the limits in (d) above), Documentation or Order Forms, by you or Users that in PrivCo’s sole judgment threatens the security, integrity or availability of the Services or violates Sections (d)(xii) or (xiii) above, may allow PrivCo, in its sole discretion, to immediately suspend or terminate the Agreement and the User’s access to the Services and Data. However, PrivCo has the option, but not the obligation, to use commercially reasonable efforts under the circumstances to provide you with notice and an opportunity to remedy such violation or threat prior to such suspension.

f. REMOVAL OF DATA#

If PrivCo is required by a third-party to remove any Data, or if it receives information that Data provided to you may violate applicable law or third-party rights, then PrivCo may notify you and in such event, you will promptly remove such Data from your systems. If you do not take required action in accordance with the above, PrivCo has the option, but not the obligation, to disable the applicable Data and Services until the potential violation is resolved.

g. CITATIONS#

You must also obtain PrivCo’s written approval prior to any public dissemination of PrivCo Data.

You must provide PrivCo with appropriate attribution in connection with your use of the Data. Should you the Data, whether substantial portions or discrete pieces of Data, to compile any publicly distributed materials those materials must include the phrase “data provided by PrivCo” or such other attribution phrase as PrivCo deems appropriate. The attribution phrase shall immediately follow any appearance of PrivCo Data in the published materials. Where PrivCo Data does not appear, but was still utilized to prepare publicly distributed material the attribution phrase shall be included where appropriate to ensure readers understand that PrivCo data was utilized.

h. SERVICES PROVIDED#

Contingent upon and subject to Licensee’s compliance with its obligations arising hereunder and under any applicable Order Form, PrivCo hereby grants Licensee a limited, non-exclusive, non-sub licensable the non-transferable license to access and use the dataset described in the Agreement for three (3) years commencing on the date the parties execute this Agreement and terminating on the three-year anniversary of such date. PrivCo will provide you a custom data export of a defined set of US-based private companies. Custom data export will include the largest 500,000 private companies in the Database, based on most recent 2-year revenue average, with data to include Company Name, and all revenue figures from 2015 – current, if and as available from the data in the PrivCo database. Individual selected company list will remain constant throughout full 3-year term. All PrivCo ID#s, Industry Codes and Keyword Codes will also be provided, in addition to PrivCo's Industry and Keyword mapping key. Data will be refreshed annually and delivered in a password-protected FTP file. PrivCo reserves the right to update, modify, or discontinue any of the data fields provided as part of the custom data export, provided that PrivCo gives Licensee advanced notice of any such changes. PrivCo does not guarantee the accuracy or completeness of the data and is not responsible for any errors or omissions. Any use of the data by you beyond the scope of this Agreement, or any sharing of the data with third parties, is strictly prohibited and will result in immediate termination of the license.

i. COMPLIANCE WITH DATA PROTECTION AND PRIVACY LAWS#

You agree to comply with all applicable data protection and privacy laws, including but not limited to, the California Consumer Privacy Act (CCPA) and the General Data Protection Regulation (GDPR), in connection with its use of the Data. You shall process any personal data included in the Data solely for the purposes specified in this Agreement and in accordance with applicable data protection laws, implementing appropriate technical and organizational measures to protect such data against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration, or disclosure. You shall promptly notify PrivCo of any data subject requests related to their personal data and cooperate with PrivCo to enable compliance with applicable data protection laws. In the event of a data breach affecting the Data, you shall immediately notify PrivCo and provide all necessary assistance for investigation and remediation, including notifications to data subjects and regulatory authorities as required by law. You shall not transfer any personal data included in the Data outside the jurisdiction of collection without PrivCo's prior written consent and in compliance with applicable data protection laws. You shall maintain records of your data processing activities involving the Data and make such records available to PrivCo upon request to demonstrate compliance with this section. You agree to indemnify, defend, and hold harmless PrivCo from any claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or in connection with your breach of this section.

6. FEES AND PAYMENT#

You will pay all fees as specified in the applicable Order Form. Except as otherwise specified herein or in the Order Form, (i) fees are based on Services and Data subscriptions purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

7. INITIAL TERM AND AUTOMATIC RENEWAL#

a. INITIAL TERM#

This Agreement is effective beginning on the earlier of the Start Date specified above or the date the Agreement is executed by both Parties, and continues for an initial term of three (3) years (the “Initial Term”).

b. TERMS APPLICABLE TO SERVICES NOT PROVIDED PURSUANT TO AN ORDER FORM#

The following terms apply to Services that are not provided pursuant to an Order Form:

i. Price. PrivCo reserves the right to determine pricing for the Services.

ii. Authorization. You authorize PrivCo to charge all sums for the orders that you make and any level of Services you select as described in this Agreement or published by PrivCo, to the payment method specified in your account. If you pay any fees with a credit card, PrivCo may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

iii. Subscription Service. If you incur monthly automatic payments for the Services you have purchased (“Subscription Service”), then you authorize PrivCo to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The “Subscription Billing Date” is the date when you purchase your first subscription to the Service. Your account will be charged automatically on the Subscription Billing Date all applicable fees for the next subscription period. The subscription will continue unless and until you cancel your subscription or PrivCo terminates it. You must cancel your subscription before it renews in order to avoid billing of the next periodic subscription fee to your account. PrivCo will bill the periodic subscription fee to the payment method you provide to PrivCo during registration (or to a different payment method if you change your payment information). You may cancel the Subscription Service by emailing PrivCo at support@privco.com with your contact number and start date in the subject line.

c. INVOICING AND PAYMENT#

You will provide PrivCo with valid and updated payment information. You authorize PrivCo to charge such payment method for all Services listed on the Website or Order Form for the initial subscription term and any renewal subscription term(s). Such charges will be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Website or Order Form. If the Order Form specifies that payment will be by a method other than a credit card, PrivCo will invoice you in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for notifying PrivCo of any changes to your billing information.

d. OVERDUE CHARGES#

Late payments may accrue interest at the lesser of 1.5% per month or the maximum amount permissible under applicable law. You will also reimburse PrivCo for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which PrivCo does not waive by the exercise of any rights under this Agreement), PrivCo will be entitled to suspend your access to the Services if you fail to pay any amounts when due hereunder and the failure continues for 7 days following written notice of the failure.

e. TAXES#

The fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder. If PrivCo has the legal obligation to pay or collect Taxes for which you are responsible under this Section, PrivCo will invoice you and you will pay that amount unless you provide PrivCo with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, PrivCo is solely responsible for taxes assessable against PrivCo based on its income, property and employees.

f. FUTURE FUNCTIONALITY#

You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by PrivCo regarding future functionality or features.

8. USER CONTENT#

a. USER CONTENT DEFINED#

Certain parts of the Service may allow you to submit comments and engage in discussions with PrivCo and other users. Any content you submit to the Service, other than account registration information, is “User Content.”

b. NON-ENDORSEMENT OF USER CONTENT#

You understand and agree that User Content includes information, views, opinions, and recommendations of many individuals and organizations and is designed to help you gather the information you need to help you make your own decisions. You are responsible for your own investment decisions and for properly analyzing and verifying any information you intend to rely upon. PrivCo does not endorse any recommendation or opinion made by any user. PrivCo does not routinely screen, edit, or review User Content.

c. SUBMISSION OF USER CONTENT#

If you upload, post or submit any User Content on the Service, then you represent to PrivCo that you have all the necessary legal rights to upload, post or submit such User Content and it will not violate any law or the rights of any person. You agree that upon uploading, posting or submitting information on the Services, you grant PrivCo, and its respective affiliates and successors a non- exclusive, transferable, worldwide, fully paid-up, royalty-free, perpetual, irrevocable right and license to use, distribute, publicly perform, display, reproduce, and create derivative works from your User Content in any and all media, in any manner, in whole or part, without any duty to compensate you. You also grant PrivCo the right to authorize the use of User Content, or any portion thereof, by users and other users in accordance with the terms and conditions of this Agreement, including the rights to feature your User Content specifically on the Services and to allow other users or users to request access to your User Content, such as through an RSS Feed.

d. REMOVAL OF USER CONTENT#

PrivCo reserves the right to monitor or remove any User Content from the Services at any time without notice.

e. COPYRIGHT/IP POLICY#

You acknowledge and agree that: (a) The dataset and any related materials, including but not limited to, Company Names, revenue figures, PrivCo IDs, Industry Codes, Keyword Codes, and mapping keys (collectively, the "Data"), are licensed, not sold, to you by PrivCo and you do not have under or in connection with this Agreement any ownership interest in the Data or any related Intellectual Property; (b) PrivCo is the sole and exclusive owner of all right, title, and interest in and to the Data, including all Intellectual Property relating thereto, subject only to the limited license granted to you under this Agreement; and (c) you hereby unconditionally and irrevocably assign to PrivCo your entire right, title, and interest in and to any Intellectual Property that you may now or hereafter have in or relating to the Data (including any rights in derivative works or patent improvements relating to any of them), whether held or acquired by operation of law, contract, assignment, or otherwise. You shall, during the Term: (a) Take all reasonable measures to safeguard the Data (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access; (b) At PrivCo's expense, take all such steps as PrivCo may reasonably require to assist PrivCo in maintaining the validity, enforceability, and PrivCo's ownership of the Intellectual Property in the Data; (c) Promptly notify PrivCo in writing if you becomes aware of: (i) any actual or suspected infringement, misappropriation, or other violation of PrivCo's Intellectual Property in or relating to the Data; or (ii) any claim that the Data, including any production, use, marketing, sale, or other disposition of the Data, in whole or in part, infringes, misappropriates, or otherwise violates the Intellectual Property or other rights of any person; and (d) At PrivCo's sole expense, fully cooperate with and assist PrivCo in all reasonable ways in the conduct of any action by PrivCo to prevent or abate any actual or threatened infringement, misappropriation, or violation of PrivCo's rights in, and to attempt to resolve any actions relating to, the Data, including having your employees testify when requested and making available for discovery or trial relevant records, papers, information, samples, specimens, and the like. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party any Intellectual Property or other right, title, or interest in or to any of the Data. Any unauthorized use or sharing of the Data will result in immediate termination of the license and will subject you to legal action, in addition to any other rights or remedies to which PrivCo is entitled at law or in equity. This includes, but is not limited to, claims for infringement of Intellectual Property, misappropriation, and breach of confidentiality. You shall promptly notify PrivCo of any unauthorized access or use of the Data and cooperate with PrivCo in any investigation or action taken by PrivCo to enforce its rights.

It is PrivCo’s policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act. In addition, PrivCo will promptly terminate without notice the accounts of users that are determined by PrivCo to be “repeat infringers.” A repeat infringer is a user who has been notified by PrivCo of infringing activity violations more than twice and/or who has content removed from the Services more than twice. If you believe that your work has been copied and is accessible on the Services in a way that constitutes intellectual infringement, you may notify PrivCo by providing the following information to our designated agent set forth below:

i. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;

ii. a description of the copyrighted work or other intellectual property that you claim has been infringed;

iii. a description of the material that you claim is infringing and where it is located on the Services; iv. your address, telephone number, and email address;

iv. a statement by you that you have a good faith belief that the use of the materials on the Services of which you are complaining is not authorized by the copyright owner, its agent, or the law; and

v. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Designated Agent:

Note: Only notices of alleged intellectual property infringement should be sent to PrivCo’s Designated Agent. No other communications will be accepted or responded to.