Lusha IaaS End User Terms and Conditions

Thank you for your interest in Lusha. These terms and conditions, as well as the Supplementary Terms, to the extent applicable (collectively, the “Terms” or “Agreement”) shall govern the relationship, and constitute a legally binding agreement, between you (the “Customer” or “End User”) and Lusha Systems Inc. (“Lusha”, the “Company”, “we” or “us”) where you access Lusha Data (as defined herein) through your service provider’s platform (“Partner” and “Partner Platform”, respectively). You acknowledge that your subscription, billing, and support are managed by Partner, and these Terms govern your access to and use of Lusha Data made available through the Partner Platform. Please read the Terms carefully before using Lusha Data and refer to the Terms frequently to remain informed of any changes to them.

1. Lusha Data.

1.1. By accessing, using, or downloading the Lusha Data, (a) Customer acknowledges that Customer has read and accepted to be bound by and will comply with these Terms as well as the Privacy Policy (which is incorporated herein by reference) as may be amended from time to time by Lusha in its sole discretion; (b) Customer understands and agrees to use and access the Lusha Data only for Customer’s internal business uses and operations, and only for one or more of the following objectives: B2B sales/marketing to prospective and current customers, recruitment, business intelligence or fraud prevention purposes (the “Purpose”).

1.2. The Supplementary Terms may be applicable to some of the Lusha Data. Customer agrees to the applicable Supplementary Terms at the time they choose to add or use the corresponding Lusha Data specified in the Supplementary Terms. Unless expressly stated otherwise, these Terms apply to the use of such Lusha Data.

1.3. Subject to the terms of the Agreement, Lusha agrees to license access to its proprietary Lusha Data to the Customer, which includes business intelligence and insights relating to businesses and business professionals (each such individual, a “Business Contact”, and such business intelligence and insights information referred to collectively in this Agreement as the “Lusha Data”), compiled from multiple sources retained in Lusha’s B2B database (“Database”), accessible via the Partner Platform, including (where applicable) through the use of a Lusha API.

2. End Users & Credits.

2.1. End Users:

2.1.1. As used in these Terms, an “End User” means an individual employee of Customer who is granted access to Lusha Data through the Partner Platform in accordance with the terms of this Agreement. Customer is solely responsible for designating which of its employees may access the Lusha Data through the Partner Platform on its behalf, and ensuring their compliance with this Agreement. An End User must: (i) be at least 18 years of age; (ii) be a natural person (e.g. not a shared account or group account); and (iii) act within the scope of their relationship with the Customer and strictly in accordance with the Purpose when using Lusha Data.

If you are using Lusha as a member of an organization or using your organization’s email domain (thereby representing yourself as a member of the organization) you represent, warrant, and covenant that you are authorized to enter this Agreement on behalf of such business organization, and such business organization shall be a party to and bound by the terms hereof, and will thereby be the Customer, and that Lusha may share your email address with an authorized agent of your company or organization upon request in order for them to administer the account, or access to the Lusha Data, for the company or organization. For the avoidance of doubt, use of the Lusha Data is not permitted for anyone under the age of 18. To the extent that you or your employer have entered into another written agreement with Lusha, in respect of your account or your access to Lusha Data, that contains terms that directly conflict with any terms of this Agreement, then the relevant terms set forth in this Agreement will prevail and apply to your use of the Lusha Data accessed through the Partner Platform.

2.1.2. Your access to Lusha Data is managed by and through the Partner Platform. Partner controls all user authentication, credentials, and access provisioning. You agree to inform Partner and Lusha immediately of any unauthorized use of your account or any change in your credentials. By accepting the terms of this Agreement, you declare that you are responsible for all activities taken under your account.

2.2. Credits. As used in this Agreement, “Credit” means a non-exclusive, non-sublicensable, non-transferable, worldwide, revocable and limited right granted by Partner to access Lusha Data through the Partner Platform. The price of Credits, and the type and quantity of Lusha Data that may be accessed per each Credit, shall be determined and managed by Partner in accordance with its applicable agreement with Customer. Once a Credit is used to access Lusha Data, the use cannot be revoked, and no replacement Credits or refunds will be provided based on the amount, quality or accuracy of the relevant Lusha Data.

2.3. Customer may continue to use the Lusha Data after the termination of the Agreement, provided that such termination was not a termination by Lusha pursuant to Sections 15 or 16, subject to the restrictions outlined in Sections 3, 4, 5, 6, 7 and 8 below, or as otherwise agreed in writing between the Parties.

3. Support

Support, if any, in relation to the Platform, including access to the Lusha Data, shall be provided by Partner in accordance with its terms. For the avoidance of doubt, Lusha shall have no responsibilities or duties to provide any support to Customer in connection with its use of the Platform, including without limitation its access to Lusha Data.

4. Authorised Use.

4.1. To extent applicable in relation to any services or features provided by Lusha in or through the Lusha Data which involve the submission or other transfer of any data or other materials by Customer to Lusha, Customer is solely responsible for all data, graphics, images, files, information, text, voice content, recordings, and other content and materials that are submitted, collected, uploaded, posted, delivered, provided, or otherwise transmitted, disclosed to, or shared with, Lusha via the Platform (including any of such information stored by Customer and to which Lusha is given access) including any search query, prompt or instructions in connection with Customer’s use of the Lusha Data and related services (“Input”), or stored by Customers, as applicable (collectively, “Customer Data”), and Customer represents and warrants that it has all rights and authority necessary to provide such Customer Data to Lusha without violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights. Upon sending any Customer Data to Lusha (if applicable) Customer shall be solely responsible for providing any required notices (including without limitation any privacy notices required by applicable local, state, federal, and international laws and regulations) and for obtaining any required consents sufficient to authorize Lusha’s performance of its obligations and exercise of its rights as set forth in this Agreement. Customer shall not transmit any medical information, financial data, or other sensitive data (as defined in Applicable Privacy Laws) to Lusha and to the extent that the Customer transmits the same, Customer shall take all action necessary to recall or otherwise remove access to such sensitive information, including, without limitation, immediately delivering to Lusha a full description of such sensitive data and identifying all reasonable steps for its immediate return and/or deletion.

4.2. Customer acknowledges and agrees that any use of the Platform and Data by its End Users for the Purpose, including any instructions, commands, or actions performed within the scope of the granted license, shall be deemed authorized and permitted by Customer. Customer assumes full responsibility for all actions undertaken by its End Users in connection with the use of the Platform and Data.

4.3. Know Your Business (KYB) Verification. Prior to accessing Lusha Data through the Platform, it may be necessary to complete a verification process conducted by Partner or Lusha regarding your eligibility to access and use the Lusha Data (“KYB Verification”). Partner or Lusha may deny, suspend, or revoke your access to Lusha Data if you fail KYB Verification or if you are determined to pose compliance, legal, or reputational risk. During KYB Verification, you may be granted limited trial access to Lusha Data subject to temporary Credit or access limitations. You agree to provide accurate and complete information for KYB purposes and acknowledge that false or misleading information may result in immediate termination of access.

4.4. Prohibitions on sharing access with entities that are not affiliated with Customer:

1. Customer shall not purport to sub-license or otherwise transfer or share its right to access and use the Lusha Data or provide remote access to the Lusha Data to or for the benefit of any third party or any unauthorized person;
2. Customer shall not permit the use of a right of access granted by Partner to one End User by more than one individual;
3. Customer shall impose limitations on the number of domains associated with each Customer account; such limitations are in place to safeguard the security, confidentiality, and integrity of Customer data (if applicable) and to mitigate the risk of unauthorized access, misuse, or exploitation;
4. Customer shall not, without prior written consent by Lusha, invite, permit, or otherwise enable access to the Platform for the purpose of accessing or using Lusha Data to users affiliated with entities or domains unrelated to Customer.

4.4.1. We reserve the right to modify, change, suspend or discontinue access to, or to temporarily or permanently withhold Lusha Data availability (the “Changes”) with or without notice with no liability, at any time and for any reason, including without limitation any Changes which may be done automatically for the purpose of improving, enhancing or de-bugging versions of Lusha Data or the Lusha API or other aspects thereof. We also reserve the right to modify these Terms. Changes to these Terms will be effective upon the “last updated” date stated at the top of these Terms. Your continued use of Lusha Data, following any such changes, constitutes your complete and irrevocable acceptance of such revised Terms. If you do not agree with the new/modified Terms, your sole remedy is to discontinue using Lusha Data. For the avoidance of doubt, the then-current version of these Terms will supersede all earlier versions.

5. Intellectual Property Rights.

5.1. As between Lusha and Customer, (i) all intellectual property ownership rights in the Lusha Data, and any part thereof, and any and all derivatives, changes, recommendations, insights and action items including as produced or trained through the AI Features (as defined below, where applicable), and changes and improvements thereof lie exclusively with Lusha. In addition, Lusha owns the layout, appearance, trademarks, code, and other intellectual property comprising, contained, or included in the Lusha Data; and (ii) Customer owns all rights, title, and interest in and to the Customer Data. The Customer Data may vary depending on the particular Lusha Data and related features and services used.

5.2. Subject to the terms and conditions of the Agreement, Lusha hereby grants Customer a non-exclusive licence to the Output, subject to Customer’s ownership of the relevant Input, including, without limitation, the relevant Customer Data.

5.3. To the extent applicable, the Customer hereby grants Lusha a fully paid up, worldwide limited license to use the Customer Data, including the Inputs and Related Information, for the purpose of providing its services, including where applicable any AI features, provided via the Partner Platform, and to improve, develop and support the Lusha Data, and related features and services.

5.4. If Customer provides Lusha with suggestions or feedback, which may concern, but are not limited to, the Lusha Data or related Lusha features or services, and any customizations, features, improvements, modifications, corrections, enhancements, derivatives or extensions thereto (“Customer Suggestions”), such Customer Suggestions shall be deemed the sole property of Lusha (except to the extent that such Customer Suggestions include Customer Data, which shall remain Customer’s property), and Customer hereby irrevocably transfers and assigns to Lusha all intellectual property or proprietary rights in and to such Customer Suggestions and, to the maximum extent permitted by law, waives any and all derivative rights and copyrights to Customer suggestions and hereby irrevocably waives the right to claim or bring proceedings in connection with such rights.

5.5. Lusha Data may reference links to other websites (the “Linked Sites”). Lusha neither endorses nor is affiliated with the Linked Sites and is not responsible for any of the content on the Linked Sites or the use thereof.

5.6. Customer shall not use any trade name, trademark, service mark, brand, or logo of Lusha, or any link to a Lusha website, for any purpose other than in connection herewith, including, without limitation, in any communications using Lusha Data, without Lusha’s prior written consent.

6. Obligations of the Parties.

6.1. Customer shall not, and shall not permit any third party to:

6.1.1. interfere or attempt to interfere with Lusha Data or the Lusha API, or to infiltrate, hack, reverse engineer, decompile, or disassemble Lusha Data, the Lusha API or Lusha’s database, or use the Lusha Data to compile similar databases, platforms, or services or to compete with Lusha;

6.1.2. use a robot or other automated means to access or scrape Lusha Data from the Partner Platform or extract Lusha Data other than as explicitly permitted by Partner via the Partner Platform;

6.1.3. override or circumvent, or attempt to override or circumvent, any security feature, control, or use limits imposed by Partner or Lusha;

6.1.4. use the Lusha Data for any reason or in any way other than for the Purpose (such as for business-to-consumer (B2C) activities, including but not limited to marketing, advertising, and the direct solicitation of individuals);

6.1.5. publish, distribute, share, sell, lease, transfer, or otherwise make the Lusha Data available to any third person or entity;

6.1.6. purport to or actually sub-license its right to access and use the Lusha Data or provide remote access to the Platform for purposes of accessing the Lusha Data to or for the benefit of any third party or any unauthorized person;

6.1.7. permit the use of a single End User license by more than one individual;

6.1.8. use Lusha Data to determine a consumer’s eligibility for credit or insurance for personal, family, or household purposes, employment or governmental licence or benefit, or any purpose covered by the Fair Credit Reporting Act or similar legislation in any other relevant jurisdiction;

6.1.9. violate third parties’ rights to privacy and other rights;

6.1.10. use Lusha Data for any purpose, that can be deemed to be stalking, offensive, abusive, defamatory, fraudulent, deceptive, threatening, advocating harassment or intimidation;

6.1.11. disparage or misrepresent the capabilities or reputation of Lusha;

6.1.12. use the Data or Platform to impersonate a Business Contact, to de-anonymize Personal Data, obtain unfair advantage or otherwise engage in any other dishonest or illegal conduct; and

6.1.13. disclose the source of Lusha Data provided by Lusha unless obligated to do so by law.

6.2. With regard to any use of the Lusha Data, Customer agrees to comply with all applicable data protection, security, marketing, or privacy-related laws, statutes, directives, or regulations, including but not limited to:

6.2.1. General Data Protection Regulation 2016/679, the Privacy and Electronic Communications Directive 2002/58/EC, together with any amending or replacement legislation, any EU Member State law or regulations promulgated thereunder (“EU GDPR”);

6.2.2. UK Data Protection Act 2018, the UK General Data Protection Regulation, and the Privacy and Electronic Communications Regulations 2003 (“UK GDPR” and, together with the EU GDPR, the “GDPR”);

6.2.3. California Consumer Privacy Act of 2018 and the California Consumer Privacy Act Regulations together with any amending or replacement legislation (“CCPA”);

6.2.4. Laws governing the monitoring or recording of conversations, including, without limitation, US TCPA, the Telemarketing Sales Rules or any similar law;

6.2.5. the U.S. Federal CAN-SPAM Act of 2003 (“CAN-SPAM”) and Canada’s Anti-Spam Legislation (“CASL”) together with any amending or replacement legislation; and

6.2.6. all other similar laws and regulations in any relevant jurisdiction relating to Personal Data and privacy (together with GDPR, CCPA, CAN-SPAM, and CASL (“Applicable Privacy Laws”), in each case as may be amended, consolidated, extended, re-enacted, or replaced from time to time. As used in this Agreement, “Personal Data” shall have the meaning ascribed to it in EU GDPR.

6.3. In the case of any violation of the obligations in this Section 6 by Customer, Lusha may immediately suspend Customer’s access to the Lusha Data, in accordance with Section 15 below. In addition to any other damages it may be entitled to under the law, should Customer or any person accessing or using the Lusha Data through Customer’s account on the Partner Platform intentionally breach any material term of this Agreement, Lusha shall have a right to seek injunctive relief, including attorneys’ fees and court costs.

7. Privacy and Artificial Intelligence.

7.1. Each Party will process Personal Data in accordance with the data processing addendum which is available at: https://www.lusha.com/legal/dpa/ (the “DPA”). In the event of any conflict between the DPA and these Terms, as relates to the subject matter of the DPA, the DPA will supersede.

7.2. With regard to any use of the Customer Data, Lusha agrees to comply with Applicable Privacy Laws to which it is subject.

7.3. You authorize Lusha to store or process Your Data in the United States or any other country in which Lusha or its sub-processors maintain facilities. You appoint Lusha to perform any such transfer of your data to any such country and to store and process your data in order to provide access to and use of Lusha Data or by your documented instructions. Any such transfer shall be effected by way of a legally enforceable safeguarding mechanism that is permitted under the DPA, including but not limited to the Standard Contractual Clauses.

7.4. If Lusha informs Customer that a data subject has made a request that their Personal Data be removed from Lusha’s database, Customer shall remove such data from its possession without undue delay, unless the Customer has another valid legal basis under applicable law to process such data, such determination being made by the Customer at its sole risk. Customer confirms that it will at all times maintain an active End User of ‘administrator’ status (the “Admin”) whose responsibility it will be to ensure compliance with the aforementioned requirement.

7.5. Where applicable, Lusha may from time to time offer certain features, including artificial intelligence (“AI”), machine learning, or similar functionality available through the Partner Platform, which the Customer can choose whether to activate and purchase or not, including features designed to analyze what certain companies (of the same size and industry as the Customer) are searching for in Lusha’s platform and recommending how to get better enrichment results based on such searches; voice to text features, including transcripts, insights derived from such transcripts; summarizing tools; marketing intelligence, and others, all as detailed in the Supplementary Terms (collectively, the “AI Features”). The AI Features may include technology developed by Lusha or a third-party provider and may be subject to such third-party providers’ terms in addition to the terms set forth herein.

7.6. The Output insights generated and returned by the AI Features, where applicable, are based on the Input provided by Customer and based on the queries drafted and used by the Customer. Customer is responsible for (i) the lawfulness of all Inputs; and (ii) all decisions, actions, or inactions arising from its use of the AI Features. Customer acknowledges and agrees that such Output may be inaccurate, inappropriate, or biased. Customer is responsible for implementing reasonable practices, including human oversight, to guard against Outputs being used in an unsuitable or unlawful way or in violation of the rights of others, and it is Customer’s responsibility to validate such data.

7.7. Lusha acknowledges that Customer Data provided by the Customer via its account’s integrations and enrich services, where applicable, is confidential. Lusha is committed to safeguarding Customer Data and respecting its users’ privacy. Therefore, Lusha confirms that it will not use Customer Data to train public AI. Notwithstanding the foregoing, AI Features may be trained in Lusha’s local and offline environment for product and research development purposes, mainly with regard to Customers’ metadata. Lusha may also analyse Customer Data, including the Input and Output, to provide, develop, and improve the services, including through the use of techniques such as machine learning, provided that (i) no Customer Data, including, but not limited to, Personal Data, shall be shared with any other customer, (ii) any such use by Lusha shall comply with Applicable Privacy Laws and shall be conducted in a manner that does not identify Customer or any of its End Users.

7.8. Customer acknowledges that, through the use of Lusha Data via the Partner Platform, Customer may transmit information to Lusha for the purpose of receiving the services (“Related Information”) which may be used by Lusha for purposes including, but not limited to: matching, cleansing, or updating records with information from Lusha’s database; providing customer and technical support; ensuring regulatory and third-party compliance; protecting and enforcing Lusha’s rights; monitoring compliance with and investigating potential breaches of the terms of this Agreement; and recommending additional products or services to Customer. Lusha may use data collected from Customer’s use of Lusha Data and Lusha features and services, where applicable, including audio and video recordings, transcripts, and CRM-related interactions, for the purpose of training and improving its internal algorithms, subject to its Privacy Policy. Notwithstanding anything in this Agreement to the contrary, Customer agrees that any information so transmitted or accessed may be used by Lusha to test, develop, improve, or enhance Lusha’s products and services, and to create and own derivative works based on Related Information and feedback, so long as neither Customer, any End User nor any other individual is identifiable as the source of such information. Customer grants Lusha an irrevocable, perpetual, worldwide, transferable, sublicensable, and royalty-free license to the Related Information. To the extent that any such information is subject to Applicable Privacy Laws (which may include the UK/EU GDPR), the Parties agree that each of them shall act as an independent Data Controller (pursuant to Applicable Privacy Laws) in relation to such information. Customer may modify these permissions via functionality within the Partner Platform (if available).

8. Confidentiality.

8.1. Each Party (each a “receiving party”) may have access to certain non-public proprietary, confidential information or data of the other Party (each a “disclosing party”), regardless of how it is furnished, which a reasonable person or entity would reasonably believe is proprietary, confidential, or competitively sensitive (together, the “Confidential Information”). The fact that the Parties entered into these Terms, and the contents of these Terms, shall be deemed Confidential Information.

8.2. Confidential Information shall exclude any information that (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of receiving party; (ii) the receiving party can demonstrate in its records to have had rightfully in its possession before disclosure of the Confidential Information by the disclosing party; (iii) the receiving party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of these Terms; or (iv) the receiving party can demonstrate in its records to have independently developed, without breach of these Terms or any use of or reference to the Confidential Information.

8.3. The receiving party agrees:

8.3.1. not to disclose the disclosing party’s Confidential Information to any third parties other than to its directors, officers, employees, advisors, and/or consultants (collectively, the “Representatives”) on a strict “need to know” basis provided that such Representatives are bound by written agreements to comply with confidentiality obligations as protective as those herein;

8.3.2. to inform the disclosing party immediately on becoming aware or suspecting that an unauthorized party has become aware of or gained access to the Confidential Information of the disclosing party;

8.3.3. not to use or reproduce, or knowingly allow anyone else to reproduce, directly or indirectly, any of the disclosing party’s Confidential Information for any purposes except to carry out its rights and responsibilities under these Terms; and

8.3.4. to keep the disclosing party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care.

Notwithstanding the foregoing, if the receiving party is required by any applicable law, rule, or regulation, to disclose the disclosing party’s Confidential Information, then before such disclosure, the receiving party will give written notice (to the extent permissible by applicable law) to the disclosing party so that it may seek appropriate relief and will disclose Confidential Information to the minimum extent required.

8.4. For the avoidance of doubt, Lusha will not sell Customer Data.

The Customer shall not ridicule, defame, mock, disparage, stalk, intimidate, threaten, harass, harm, advocate, incite harassment, or abuse another person, group, Lusha employees, including Lusha’s customer service representatives, hatefully, racially, religiously, ethnically or in any other manner.

8.5. Customer will not sell Lusha Data or any other Lusha information: Customer acknowledges that the Data obtained using Credits are for its own internal use only and that the disclosure to a third party of Business Contacts or any other Lusha Data, permitting a third party to access any Business Contact records or any other Lusha Data through use of login credentials or other access rights to the Partner Platform issued to any End User or the use of the Business Contacts or other Lusha Data for the benefit of or on behalf of any third party (a “Covered Breach”), will cause damage to Lusha in an amount that is difficult to quantify. In order to avoid the time and expense of quantifying the damages caused by a Covered Breach, if Customer, negligently or intentionally, commits a Covered Breach involving the disclosure of Business Contact records, then Lusha shall be entitled to liquidated damages from Customer in the amount equal to $2.00 per Business Contact record that is so disclosed, used, or made available per third party recipient or beneficiary, as applicable. For the avoidance of doubt, such liquidated damages are considered direct damages to which Lusha is entitled arising from such Covered Breach, and are cumulative with any other damages that may be caused by such Covered Breach.

9. Representations and Warranties.

9.1. Each Party represents and warrants that:

9.1.1. it is validly existing and in good standing, and is qualified to do business;

9.1.2. these Terms constitute legal, valid and binding obligations, enforceable against it in accordance with these Terms; and

9.1.3. the execution and performance of these Terms, the purchase of the Plan, and the use of the Platform have been properly authorized.

9.2. Customer represents and warrants to Lusha that:

9.2.1. it is not a data broker and is not entering into this Agreement in order to resell, or with the intention of reselling, the Data to third parties;

9.2.2. it shall not engage in any conduct that brings or is likely to bring the reputation of Lusha into disrepute;

9.2.3. it shall ensure that all information to be provided by it to Lusha in connection with this Agreement and the performance of Customer’s obligations hereunder is and shall remain true and correct in all respects;

9.2.4. it will not use a robot or other automated means to access Lusha Data from the Partner Platform or extract Lusha Data other than such tools as are explicitly contemplated and provided via the Partner Platform;

9.2.5. it is not named on any U.S. or other government restricted-party list, and will not permit any End-User to access or use Lusha Data in a U.S.-embargoed country or region, or for any prohibited end use (e.g., nuclear, chemical, or biological weapons proliferation, or missile-development purposes); and

9.2.6. it shall not take any action (or, as the case may be, omit to take any action) that would directly or indirectly infringe upon or misappropriate the intellectual property of Lusha or its affiliates.

9.3. Lusha warrants during the Term that Lusha Data will materially conform to the applicable guides and help materials available to Customer through Partner. For breach of the foregoing, as Lusha’s sole liability and Customer’s exclusive remedy, Lusha will correct the non-conforming service.

10. Indemnification.

10.1. Lusha will defend and indemnify Customer from and against all costs, liabilities, damages, losses, and expenses (including reasonable legal fees) finally awarded or settled against Customer pursuant to a third-party claim arising out of any allegation that the Lusha Data infringes upon any intellectual property right of such third party (a “Claim”).

The foregoing indemnification obligations do not apply if (i) the allegation does not state with specificity that the Lusha Data is the basis of the claim against Customer; (ii) a claim against Customer arises from the use or combination of the Lusha Data or any part thereof with software, hardware, data, or processes not provided by Lusha if the Lusha Data or use thereof would not infringe without such combination; or (iii) a claim against Customer arises from Customer’s breach of these Terms. Under no circumstances whatsoever will Lusha be liable in any way for any actions or inactions made by Customer, its employees, agents, partners, service providers, sub-processors or any other third party in respect of the Lusha Data. For any Claim defended and indemnified by Lusha pursuant to this Section 9.3, Lusha shall provide any of the following remedies, at its discretion: (a) Lusha shall modify the Lusha Data so that the modified version no longer infringes the relevant third-party intellectual property (as applicable) or otherwise resolves the Claim; (b) Lusha shall resolve or settle the Claim with the relevant third-party, provided that such resolution or settlement shall not require any payment or other consideration or undertaking from Customer without Customer’s express written consent; or (c) if Lusha determines that it is not able to provide the remedies set forth in (a) and (b) above, Lusha may terminate the Agreement and provide to Customer a prorated refund of any pre-paid fees for any remaining portion of the Term following the date upon which Customer’s use of the Lusha Data was interrupted or prevented in connection with the Claim. The foregoing indemnity is subject to the terms of Section 10.3, and is Lusha’s sole obligation, and Customer’s sole remedy, in the event of a Claim.

10.2. Customer agrees to indemnify and hold harmless Lusha and its affiliates, suppliers, partners, officers, agents, and employees from and against any claim, costs, demand, losses, damages or expenses (including reasonable attorney’s fees) arising from:

10.2.1. Customer’s sending of any information, messages, or materials to any Business Contact (including, but not limited to, through e-mail, mail, or fax) in violation of any law or the rights of any third party;

10.2.2. Customer’s violation of these Terms;

10.2.3. any data provided by Customer to Lusha;

10.2.4. the undue or unauthorized interference by Customer or any of its representatives with the Lusha Data, or any features or services made available to Customer by Lusha through the Partner Platform, in any respect;

10.2.5. use of any Lusha Data or access to Lusha Data in violation of any law or by any third party to whom Customer has granted access (including access obtained by such third party through the use of Customer’s Partner Platform account);

10.2.6. gross negligence, wilful misconduct, or any fraudulent act or omission of Customer and/or its representative in carrying out or failing to carry out its obligations under these Terms.

10.3. In order to claim indemnification under these Terms, the indemnified party shall provide the indemnifying party with: (i) prompt written notice of the claim subject to the indemnification; (ii) the right to control and direct the investigation, defence, and settlement of such claim (except that the indemnifying party may not settle any claim or proceeding unless it unconditionally releases the indemnified party of all liability); and (iii) reasonable cooperation in connection with any related investigation, defence, and settlement.

11. Disclaimer of Warranties.

11.1. EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED HEREIN, AND THEN ONLY TO THE EXTENT SO SPECIFIED, LUSHA PROVIDES ACCESS TO AND THE RIGHTS TO USE LUSHA DATA (AND, WHERE APPLICABLE, ANY RELATED FEATURES AND SERVICES) TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. OTHER THAN AS EXPRESSLY SET FORTH HEREIN, LUSHA DOES NOT WARRANT THAT THE LUSHA DATA, OUTPUT, OR ANY OF THE SERVICES RELATED THERETO (i) WILL BE DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION. LUSHA OPERATES AS AN INTERACTIVE SERVICE, AND AS SUCH MOST OF THE INFORMATION IT PROVIDES IS NOT CREATED DIRECTLY BY LUSHA BUT IS RETRIEVED FROM THE INTERNET OR THE CONTRIBUTION OF RELEVANT DATA FROM OTHER USERS AND BUSINESS PARTNERS; ACCORDINGLY, EXCEPT AS EXPRESSLY SPECIFIED IN SECTIONS 9 AND 10 AND ONLY TO THE EXTENT SO SPECIFIED THEREIN, LUSHA SHALL NOT HAVE ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY DATA PROVIDED VIA THE PARTNER PLATFORM AND CUSTOMER ASSUMES ALL RESPONSIBILITY AND RISK FOR CUSTOMER’S USE THEREOF.

11.2. CUSTOMER DOES NOT HAVE THE RIGHT TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF LUSHA TO ANY THIRD PARTY. CUSTOMER ACKNOWLEDGES AND AGREES THAT IT IS SOLELY RESPONSIBLE FOR ITS USE OF LUSHA DATA, OUTPUT AND SERVICES, INCLUDING ITS COMPLIANCE WITH ANY APPLICABLE LAWS, RULES, REGULATIONS AND INDUSTRY STANDARDS RELATED TO ITS USE THEREOF. CUSTOMER’S USE OF LUSHA DATA, AND, WHERE APPLICABLE, ANY RELATED FEATURES OR SERVICES, IS AT CUSTOMER’S OWN RISK. LUSHA SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED TO CUSTOMER’S COMPUTER OR TO CUSTOMER DATA OR FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR OTHER DESTRUCTIVE CODE RESULTING FROM USE OF LUSHA DATA OR THE PARTNER PLATFORM.

11.3. LUSHA MAKES NO WARRANTY OR REPRESENTATION REGARDING THE AVAILABILITY, ACCURACY, OR SUITABILITY OF THE LUSHA DATA OR OF ANY RECOMMENDATIONS, SIGNALS, INSIGHTS, OUTPUTS OR OTHER DERIVATIVE WORKS GENERATED BY ANY AI FEATURES, INCLUDING ANY SUMMARIES, TRANSCRIPTS, ACTION ITEMS, OR ANALYTICS DERIVED FROM CUSTOMER OR THIRD-PARTY DATA. CUSTOMER UNDERSTANDS AND AGREES THAT SUCH OUTPUT MAY BE INCOMPLETE, INACCURATE, OR MISLEADING, AND CUSTOMER BEARS SOLE RESPONSIBILITY FOR REVIEWING, USING, VALIDATING AND RELYING UPON SUCH OUTPUT.

CUSTOMER ACKNOWLEDGES THAT CERTAIN FEATURES MAY REQUIRE CONSENT FROM INDIVIDUAL END USERS OR BE SUBJECT TO SPECIFIC REQUIREMENTS PURSUANT TO THE LAWS TO WHICH CUSTOMER OR ITS INDIVIDUAL END USERS ARE SUBJECT, OR THAT SUCH FEATURES MAY BE ENABLED OR DISABLED BY ADMINISTRATORS AT CUSTOMER’S DIRECTION. CUSTOMER BEARS SOLE RESPONSIBILITY FOR CONFIGURING ACCESS TO LUSHA DATA IN ACCORDANCE WITH APPLICABLE CONSENT REQUIREMENTS, AND ANY OTHER LEGAL REQUIREMENTS AND FOR PROVIDING ANY LEGALLY REQUIRED DISCLOSURES TO END USERS OR THIRD PARTIES.

11.4. WITH RESPECT TO ANY FEATURES THAT RECORD AUDIO, VIDEO, OR ACCESS CALENDAR OR EMAIL CONTENT, CUSTOMER ACKNOWLEDGES THAT CUSTOMER REMAINS SOLELY RESPONSIBLE FOR INFORMING ATTENDEES OR USERS AND OBTAINING ANY REQUIRED CONSENTS, EVEN THOUGH LUSHA MAY INCLUDE, IN SUCH FEATURE, THE DISPLAY OF A NOTICE OF RECORDING OR ACCESS AS A PART OF THE SERVICES. LUSHA DISCLAIMS ALL LIABILITY ARISING FROM CUSTOMER’S FAILURE TO COMPLY WITH THE FOREGOING.

11.5. IN ADDITION TO THE DISCLAIMER INCLUDED IN SECTION 10.2, THE AI FEATURES ARE PROVIDED ON AN “AS IS” AND AS “AVAILABLE” BASIS. LUSHA AND ANY APPLICABLE THIRD-PARTY PROVIDER, MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE AI FEATURES, OR THE INFORMATION, TEXT, AND CONTENT INCLUDED IN THE OUTPUT, OR THE USE OF THE INPUT, INCLUDING WITHOUT LIMITATION, ACCURACY OF THE RESULTS, OUTPUT, AVAILABILITY, SUITABILITY, RELIABILITY, OR CONTENT OF ANY INFORMATION PROVIDED THROUGH THE AI FEATURES.

11.6. For the avoidance of doubt, Lusha will not be responsible for any actions or inactions of Customer that result in a loss of or interruption to access to the Platform or the Lusha Data.

As used herein, a “Third Party Product” is any third-party product, application, service, software, network, system, directory, website, database and/or information obtained separately by you which links to Lusha Data via the Partner Platform, or which you may connect to or enable in conjunction with accessing Lusha Data, including, without limitation, Third Party Products which may be integrated directly into the Partner Platform or any Features (if applicable) by you or at your direction. If You choose to share your data in any manner, including through a Third Party Product or integration you are solely responsible for what that third party may do with your data, and your relationship with that third party. Likewise, you are solely responsible for any of the effects a Third Party Product may have on your data, including deleting or corrupting your data. You acknowledge that Lusha is not responsible for the disclosure of Your data by you or your agents (including your End Users) to any third parties or the effects of any Third Party Product on your data.

11.7. Certain AI Features may provide output based on Customer Data input by Customer itself. Customer acknowledges and agrees that such AI Features may provide output that is inaccurate or false, and it is Customer’s responsibility to validate such data.

12. Limitation of Liability.

12.1. EXCEPT FOR INSTANCES OF A PARTY’S OR ITS AGENT’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, IN NO EVENT WILL LUSHA BE LIABLE TO THE OTHER PARTY FOR ANY PUNITIVE, MULTIPLE, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, OR FOR ANY LOST PROFITS, LOST BUSINESS, LOSS OF USE, LOSS OF DATA, LOST OR CORRUPTED DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED OR ARISING, BASED ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF THESE TERMS, THE DPA, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WHETHER OR NOT LUSHA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY UNCURED MATERIAL BREACH BY LUSHA OF ITS OBLIGATIONS UNDER THIS AGREEMENT IS TERMINATION OF CUSTOMER’S ACCESS TO AND USE OF LUSHA DATA BY WRITTEN NOTICE TO LUSHA.

12.3. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, LUSHA’S LIABILITY AND THE LIABILITY OF EACH OF ITS OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, ADVERTISERS, LICENSORS, SUPPLIERS, SERVICE PROVIDERS AND OTHER CONTRACTORS TO YOU OR ANY THIRD PARTIES UNDER ANY CIRCUMSTANCE IS LIMITED TO A MAXIMUM AMOUNT OF USD$100.

13. Fees.

All fees for your access to and use of Lusha Data through the Partner Platform are as set forth in your applicable agreement with Partner, and are payable to Partner in accordance with the terms of such agreement. Your payment obligations are governed by your agreement with Partner.

14. Data Cleansing.

Customer acknowledges that, where applicable, through the use of Partner Platform, certain Features may involve the transmission of Business Contact information to Lusha for purposes of matching, cleansing, or updating records with information from Lusha’s database. In the event such information is transmitted to Lusha, Lusha will make commercially reasonable efforts consistent with its research protocols and priorities, to respond to match, clean and append requests by researching and/or verifying business contact information so submitted and supplementing Lusha’s database with information Lusha is able to verify. Lusha may also use email deliverability data (such as email “bounce” data) accessible through Customer’s use of Lusha Data to improve Lusha Data, Lusha’s services, and database by, for example, by eliminating invalid email addresses from the Lusha Data.

15. Suspension and Limitation Processes.

15.1. If Lusha determines, in its reasonable discretion, that Customer has: (a) committed any act or omission which is or could be prejudicial to its interests or subject Lusha to liability; (b) used Lusha Data in a manner that poses a security risk to or may adversely affect Lusha’s systems; or (c) used Lusha Data to engage in bribery, fraud, or other corrupt or illegal actions or omissions, Lusha has the right, without prejudice to any other rights that it has in law, to either of the following remedies:

15.1.1. Lusha may unilaterally suspend or discontinue the provision of Lusha Data to Customer through the Platform (“Suspension”) for 14 (fourteen) days or such other time as reasonably necessary in order to resolve the issue (“Suspension Period”), provided that:

15.1.1.1. If Customer remedies the cause of the Suspension during the Suspension Period, then Lusha will immediately, or as soon as practicably possible thereafter, lift the Suspension; and

15.1.1.2. If Customer fails to remedy the cause of the Suspension within the Suspension Period, Lusha may immediately terminate these Terms with immediate effect; or

15.1.2. Lusha may immediately terminate these Terms, and recover from Customer damages resulting from such acts or improper uses of the Lusha Data, subject to the limitations set forth in Section 12.

15.2. Lusha may, in its sole discretion and based on its internal compliance processes, use technological means to place reasonable use limits on Customer’s daily or monthly consumption of credits or access to Lusha Data as it deems appropriate (“Limitation”) to protect against any potential or suspected fraud, hacking attacks, misuse of the Lusha Data, excessive use, including excessive downloads or screen views that indicate a violation of this Agreement (such as sharing with third parties or attempting to circumvent limitations to access Lusha Data (if applicable), and the like).

15.3. Customer hereby acknowledges that if Lusha determines through its compliance verification processes that the Customer is in violation of any of the representations and/or warranties set forth in Section 9 then (a) Customer shall, upon Lusha’s request, immediately provide Lusha a complete list of all third parties to which Customer disclosed the Lusha Data; and (b) Lusha retains the right to unilaterally terminate these Terms on 7 (seven) days’ prior written notice to Customer, unless Customer provides assurances to Lusha that guarantee its compliance, which guarantees Lusha, in its sole discretion, may or may not accept.

16. Term; Termination.

16.1. Term. These Terms commence on the date Partner provisions your access to the Lusha Data, unless otherwise agreed in writing between the parties, and shall continue in effect for as long as your access to and/or use of the Lusha Data continues (collectively, the “Term”).

16.2. Termination.

16.2.1. Customer may request to terminate these Terms at any time, by ceasing to access or use Lusha Data. The effective date for cancellation and termination of this Agreement shall be the date upon which you cease to have access to, and cease all use of, Lusha Data.

16.2.2. Lusha may terminate these Terms with immediate effect by giving written notice to Customer if: (i) the Customer materially breaches these Terms and fails to cure the breach within seven (7) days after being given written notice thereof (or if it is not reasonably possible to remedy the breach within 7 (seven) days, within such further period as may be reasonable in the circumstances provided that Customer furnishes evidence within 7 (seven) days, reasonably satisfactory to Lusha, that it has taken whatever steps are available to it to commence remedying the breach); or (ii) the Customer is declared bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party or any petition by or on behalf of such party is filed under any bankruptcy or similar laws.

16.3. Effects of Termination.

16.3.1. On termination of these Terms for any reason, Customer will (i) immediately cease use of the Lusha Data and any related services (except that the Admin may continue to access the Platform for a reasonable time following the termination of these Terms solely for the purpose of complying with Customer’s obligations hereunder); and (ii) any outstanding payment obligations to Partner shall be governed by your agreement with Partner.

16.3.2. On termination resulting from Customer’s breach of these Terms, Customer shall: (i) immediately provide Lusha a complete list of all third parties to whom Customer disclosed the Lusha Data; and (ii) irrevocably delete, and cause any third party that Customer has provided any Lusha Data to delete any and all such Lusha Data, except for Lusha Data that was already known to Customer or that was already in Customer’s possession prior to obtaining it through the use of the Platform. On request, Customer will provide Lusha with a signed certification from its authorized representative confirming that Customer complied with the provisions of this paragraph. Sections 4, 5, 6, 7, 8, 9, 11, 12, 15, 18, 19, and 20 shall survive any expiration or termination of this Agreement.

16.3.3. Neither party shall be liable to the other for any performance delay or failure to perform hereunder, due to any act, war, omission, epidemic, pandemic, or condition beyond the reasonable control of the affected party (“Force Majeure Event”), provided the affected party gives notice to the other and makes reasonable efforts to resume performance as soon as possible.

17. Governing Law.

17.1. If Customer’s country of incorporation is the United States, these Terms, including the arbitration agreement referred to in Section 18, will be interpreted in accordance with the laws of the State of New York, without regard to the principles of conflict of laws. Subject to Section 19, any disputes arising out of or in connection with these Terms shall be brought exclusively before the competent courts of the State of New York in Manhattan, New York City. The Parties hereby submit to the personal jurisdiction of such courts and waive any argument that such courts are inconvenient.

17.2. If Customer’s country of incorporation is not the United States, these Terms, including the arbitration agreement referred to in Section 18, will be interpreted in accordance with the laws of England and Wales without regard to the principles of conflict or choice of laws. Subject to Section 18, any disputes arising out of or in connection with these Terms shall be brought exclusively before the competent courts of England and Wales in London. The Parties hereby submit to the personal jurisdiction of such courts.

18. Arbitration Procedures and Fees.

18.1. Both Parties agree to resolve any dispute (other than Litigation Claims (as defined below)) through final and binding arbitration as detailed herein. Before filing a claim, both Parties agree to try to resolve the dispute informally and undertake reasonable efforts to contact each other to resolve any claim before taking any formal action. If a dispute is not resolved within 15 days after the first notification of the dispute is sent, either Party may initiate an arbitration proceeding as described below. The Parties hereby agree to pursue an arbitration proceeding to resolve the dispute quickly and efficiently and to reduce the costs imposed on the Parties.

18.2. If Customer’s jurisdiction of incorporation is in the United States, the Parties agree that any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes, administered by the American Arbitration Association (“AAA”), as such rules are in effect at the time arbitration is sought. Those rules are available at www.adr.org. Arbitration will proceed on an individual basis and will be handled by a sole arbitrator under those rules. Both Parties further agree that the arbitration will be held in New York, New York, or, at Customer election, will be conducted telephonically or via other remote electronic means. The AAA rules will govern the payment of all arbitration fees.

18.3. If Customer’s jurisdiction of incorporation is anywhere other than the United States, the Parties agree that any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this Section. The number of arbitrators shall be one. The seat or legal place of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of England and Wales.

18.4. The following claims (“Litigation Claims”) shall not be subject to the arbitration agreement as set out below and shall be litigated in the courts of competent jurisdiction set forth in these Terms: (a) claims by the disclosing party for the unauthorized disclosure, or the misuse, by the receiving party of disclosing party’s Confidential Information; (b) claims by Lusha to collect Fees; and (c) claims for mandatory or prohibitory injunctive relief, except for temporary relief in aid of arbitration or to secure the payment of an arbitration award under these Terms. The Litigation Claims are not subject to arbitration and are expressly excluded by the Parties from arbitration unless otherwise agreed in writing.

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

19. Compliance with Legal Requests.

Without limiting the foregoing, Lusha retains the right to fully cooperate with any valid legal process from a law enforcement authority with jurisdiction that requests or directs us to disclose Customer Data or other information related to your use of Lusha Data. CUSTOMER WAIVES AND HOLDS HARMLESS LUSHA AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY LUSHA OR ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER US, SUCH PARTIES, OR LAW ENFORCEMENT AUTHORITIES.

20. Miscellaneous.

20.1. These Terms (as amended) set forth the entire understanding between the parties concerning the subject matter herein and supersede all prior and contemporaneous written agreements and discussions between the Parties relating thereto. In the case of any conflict of terms, these Terms shall prevail, unless the Customer is not a self-service customer.

20.2. No amendment, modification, consensual cancellation, waiver, relaxation, or suspension of any of the provisions hereof shall be binding unless reduced to writing and signed by the Parties.

20.3. If any provision of these Terms is determined to be void or unenforceable by a court or arbitral body of competent jurisdiction, such section shall be interpreted as necessary to give maximum force to the provisions thereof, and the validity and enforceability of the remainder of the Terms shall not be affected.

20.4. The failure of either Party to enforce at any time the provisions of these Terms shall not be interpreted to be a waiver of such provisions or of the right of such Party to enforce each and every such provision.

20.5. All notices given under these Terms shall be in writing (electronic or otherwise) and shall be deemed to have been duly given: (i) when delivered to the address duly provided by such Party, if delivered by messenger during normal business hours of the recipient; (ii) the third business day following posting to the address set forth under the Party’s signature below, if posted by international airmail or reputable international carrier service; or (iii) when sent to the Party’s provided email address if sent via email, provided that no notification of failure to send, out of office message, or similar automatic reply is received by the sender, in which case the notice shall not be deemed to have been duly given under this subsection (iii) and notice shall be provided in accordance with either (i) or (ii).

20.6. Customer may not transfer or assign its rights or obligations under these Terms to any third party. Any purported assignment contrary to this section shall be void. Notwithstanding, each Party shall be entitled to assign its rights and obligations under these Terms, in whole or in part, to any related entity or upon a merger, acquisition or sale of all or substantially all its business, without the need to obtain the consent of the other Party, provided, in the case of Customer, that such assignee is not a data broker or other entity that competes with Lusha. If Partner’s agreement with you is assigned or terminated, your rights under these Terms may be affected accordingly.

20.7. The Parties acknowledge that in entering into these Terms, they do not do so on the basis of, and do not rely on, any representations, warranties or other provisions except as expressly provided herein and all conditions, warranties and other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.

20.8. Nothing contained in these Terms is intended or is to be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.

21. Contact Us

If you have any questions about our privacy practices, please feel free to contact us at [email protected] or [email protected]. In addition, if you have questions or concerns regarding our Terms, you should contact us by email at [email protected] or at:

Lusha Systems Inc.
800 Boylston Street, Suite 1410
Boston, MA 02199