Primer Third Party Data Partner Terms

1. Zoominfo

These ZoomInfo terms apply to Customer’s use of and access to any ZoomInfo services or data that is accessed or used by Customer in connection with the Primer platform (“ZoomInfo Services”).

1.1. As used in this Section 1, “Licensed Data” means any data from the ZoomInfo database.

1.2. Customer shall (1) shall comply with all applicable law in connection with the Licensed Data; (2) shall not transfer the Licensed Data to any other party; and (3) shall use Licensed Data only for such Customer’s internal business purposes or its business-to-business sales, marketing, or recruiting purposes. Customer assumes sole responsibility for its knowledge of, and compliance with, all anti-spam laws that may be applicable and acknowledges that it is solely responsible for the manner and purpose for which Customer utilizes the Licensed Data (including email addresses).

1.3. Customer understands and acknowledges that ZoomInfo may monitor Customers’ usage of the ZoomInfo Services and the Licensed Data solely for the purpose of ensuring or promoting compliance with the terms of the Agreement or with applicable law. ZoomInfo may access, collect, and use any information from or relating to Customer’s use of the ZoomInfo Services (“Related Information”) for customer and technical support, for regulatory and third party compliance purposes, to protect and enforce ZoomInfo’s rights, to monitor compliance with and investigate potential breaches of the terms of this Agreement, and to recommend additional products or services. ZoomInfo may share this information with ZoomInfo’s partners or affiliates for the same purposes. Customer grants ZoomInfo and ZoomInfo affiliates the perpetual right to use Related Information and any feedback provided by Partner for purposes such as to test, develop, improve, and enhance ZoomInfo’s products and services, and to create and own derivative works based on Related Information and feedback, so long as neither Customer nor any other individual is identifiable as the source of such information or otherwise identifiable in connection with the Related Information.

1.4. EXCEPT AS SET FORTH HEREIN, NEITHER ZOOMINFO NOR PRIMER MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT, WITH RESPECT TO (A) ITS RESPECTIVE WORLD WIDE WEB SITES, ITS VARIOUS PRODUCTS AND SERVICES, OR THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE THEREOF, OR (B) ANY CONTENT, SOFTWARE, USAGE STATISTICS, OR OTHER MATERIALS OR INFORMATION PROVIDED TO CUSTOMER. EXCEPT AS SET FORTH HEREIN, THE LICENSED DATA IS PROVIDED ON AN “AS IS” BASIS AND ZOOMINFO AND PRIMER SPECIFICALLY DO NOT WARRANT ITS ACCURACY OR COMPLETENESS. FURTHERMORE, ZOOMINFO AND PRIMER SHALL NOT BE RESPONSIBLE FOR ANY FAILURE TO REMOVE, OR DELAY IN REMOVING, HARMFUL, INACCURATE, UNLAWFUL, OR OTHERWISE OBJECTIONABLE CONTENT ORIGINATING WITH OR OTHERWISE PROVIDED BY THIRD PARTIES. ZOOMINFO AND PRIMER SHALL NOT BE RESPONSIBLE FOR ANY UNINTENTIONAL DISRUPTION CUSTOMERS’ ACCESS TO THE LICENSED DATA.

2. People Data Labs.

These People Data Labs terms apply to Customer’s use of and access to any People Data Labs services or data that is accessed or used by Customer in connection with the Primer platform (“PDL Services”).

2.1. Customer shall not: (i) resell, sublicense, distribute or otherwise provide access to the PDL Services, or data or information contained in or derived from the PDL Services, to any third party or use the PDL Services outside the scope of the license granted herein; (ii) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the PDL Services or otherwise attempt to discover any source code or trade secrets related to the PDL Services; or (iii) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the PDL Services for any purpose without the express written consent of People Data Labs.

2.2. Customer shall comply with the People Data Labs Acceptable Data Use Policy ("ADUP"), posted at https://www.peopledatalabs.com/privacy/acceptable-data-use-policy. Violations of the People Data Labs ADUP by Customer will constitute a material breach of the Agreement.

2.3. Limitation on Government Usage.

2.3.1. Customer may not use, or authorize or permit anyone to use, or license or make available data Customer obtains from People Data Labs, for the following purposes:

2.3.1.1. Any evidentiary purpose related to law enforcement or criminal prosecution, such as to establish as an evidentiary matter that a particular person is associated with a particular data element (as Customer understands that such data elements may be subject to errors in accuracy, currency or transcription), provided that (subject to the foregoing restriction) such data may be used for investigative, analytics or validation purposes;

2.3.1.2. Any government defense or military intelligence purpose, including use by any national or state agency involved in defense, intelligence, or security;

2.3.1.3. Use by any government agency that is to a substantial degree engaged in any of the foregoing activities (regardless of the purpose), provided however that Customer may contact its People Data Labs representative directly if Customer would like People Data Labs to consider an exception to the above prohibitions, which People Data Labs may do on a case-by-case basis.

2.3.2. Additionally, no government agency or solution provider buying, selling or repurposing People Data Labs data to government customers may use PDL data for any eligibility decision pertaining but not limited to assistance to natural persons for housing, food, energy, health care, licensure, education, medical costs or any other form of government assistance or benefit

2.4. IMPORTANT FCRA RESTRICTIONS.

2.4.1. People Data Labs is not a consumer-reporting agency ("Consumer Reporting Agency") as defined by the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. ("FCRA") and data and services Customer obtains from People Data do not constitute "Consumer Reports," as that term is defined in the FCRA. Customer will not use or provide People Data Labs' services or data for any purposes enumerated in the FCRA in lieu of obtaining a Consumer Report. Customer agrees that it will not use or provide any data or services it receives from People Data Labs:

2.4.1.1. in connection with establishing a consumer's eligibility for credit or insurance to be used primarily for personal, family or household purposes, or in connection with assessing risks associated with existing credit obligations of a consumer;

2.4.1.2. for the purpose of evaluating a consumer for employment, promotion, reassignment or retention as an employee;

2.4.1.3. for any tenancy verification or in connection with any application to rent real property;

2.4.1.4. in connection with a determination of a consumer's eligibility for a license or other benefit that depends on an applicant's financial responsibility or status; as a potential investor or servicer, or current insurer, in connection with a valuation of, or assessment of credit or prepayment risks associated with, an existing credit obligation;

2.4.1.5. in connection with any information, service or product sold or delivered to a "Consumer" (as that term is defined in the FCRA) that constitutes or is derived in substantial part from a Consumer Report; or

2.4.1.6. in connection with eligibility for any government benefit or service; or

2.4.1.7. for any other purpose under the FCRA.

2.4.2. Customer agrees not to use or provide services or data provided by People Data Labs for the preparation of a Consumer Report or in such a manner that may cause such data to be characterized as a Consumer Report. Customer agrees that it will not take any "Adverse Action" (as that term is defined in the FCRA), which is based in whole or in part on People Data Labs' services or data, against any Consumer.

2.5. Customer affirms that all locations where People Data Labs data is stored have implemented industry-standard physical, technical, and administrative controls to ensure that People Data Labs data is accessible only by Customer, Customer's authorized agents, and/or People Data Labs. Customer will notify People Data Labs of the IP and domain aliases of any location where data is stored or processed. People Data Labs reserves the right to audit any Customer owned domains to ensure security compliance.

2.6. Upon termination of this Agreement, Customer must delete all data it has received from People Data Labs under all applicable Service Agreements, including data cached, and sign the Data Deletion Agreement in Exhibit A. Customer agrees that People Data Labs has the right to perform an audit should People Data Labs suspect that Customer is continuing to use People Data Labs data

2.7. Each party agrees that Customer and People Data Labs are independent "controllers" (or the equivalent thereof) under Applicable Data Protections Laws with respect to the personal data obtained or provided by Customer under this Agreement, unless otherwise stated in the People Data Labs Order Form.

2.8. Customer shall comply with all applicable laws and regulations relating to privacy, information security, data protection, and data breach notification ("Applicable Data Protection Laws"). Customer shall not use any personal data subject to the General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR") unless it is for a business-to-business or recruitment purpose and Customer has a lawful basis to process such information for these purposes.

2.9. Customer hereby grants to People Data Labs a perpetual license to use such Customer Data, without attributing Customer Data to Customer, for enhancing the Services, People Data Labs' methodologies, and People Data Labs' products and services. This license includes the right to use Customer Data in the aggregate and with other data and to create derivative datasets for use in People Data Labs' products and services.

2.10. Customer represents and warrants that (i) Customer Data has been collected, processed and provided to People Data Labs in accordance with all Applicable Data Protection Laws, and Customer's privacy policy, and (ii) Customer has provided any required notices and obtained any required consents under Applicable Data Protection Laws concerning the collection, use, processing, transfer and disclosure of personal information contained in Customer Data.

3. FullContact.

These FullContact terms apply to Customer’s use of and access to any FullContact service or data that is accessed or used by Customer in connection with the Primer platform (“FullContact Services”). Any capitalized terms used in this Section 3 but not defined in this document or the Agreement shall have the meaning set forth in the FullContact Services Agreement, available at: https://www.fullcontact.com/privacy/services-agreement/.

3.1. Permitted Use. Customer and its users may only access the FullContact Data through the Primer platform and must delete all FullContact Data (including any FullContact Data in Derived Insights) immediately upon termination of the Agreement. Customer may use FullContact Data solely for its internal purposes such as segmentation, developing customer personas, building audiences, identifying and scoring influencers, personalizing marketing campaigns, perform identity resolution and linking of Customer’s data, or other internal analytic purposes.

3.2. Restrictions.

3.2.1. Customer will not use, and will not allow or require any of its end users to use, FullContact Data or FullContact Data Services: (i) to determine any person’s employability, credit worthiness, credit standing, credit capacity, or other characteristics related to such person’s manner or mode of living, as listed in Section 603(d) of the Fair Credit Reporting Act; (ii) to make a decision by automated processing to evaluate, analyze, or predict an individual’s preferences where the decision results in the provision or denial of financial or lending services, housing, insurance, education enrollment or opportunity, criminal justice, employment opportunities, health care services, or access to essential goods or services; (iii) in any manner that violates applicable laws; or (iv) to build or support products or services that are competitive with FullContact Services.

3.2.2. In addition to the foregoing restrictions, FullContact may, at any time, impose restrictions on the use of FullContact Data or FullContact Data Services: (i) to the extent they are imposed on FullContact by applicable laws, any judicial or regulatory interpretations thereof, any self-regulatory frameworks or guidelines, or FullContact’s data licensors; or (ii) as reasonably necessary, in FullContact’s judgment, to properly manage the integrity of the FullContact Data or FullContact Data Services in light of issues concerning privacy, confidentiality and other issues to which consumers may be sensitive (collectively, “Additional Restrictions”). Customer’s continued access or use of FullContact Services shall constitute its agreement to such Additional Restrictions.

3.3. Customer agrees not to use any FullContact Data (whether alone or in combination with any other data) or the FullContact Data Services in any manner that violates the Agreement, or any of the restrictions set forth in Sections 3.1 and 3.2 hereof or the applicable Order Form; (ii) access to FullContact Data and FullContact Data Services must be restricted to only those Customer’s end users who are using it for a Permitted Use; (iii) all rights to FullContact Data and FullContact Data Services automatically terminate upon termination of the applicable subscription term or upon the earlier termination of the applicable Order Form or the Agreement; (iv) Customer agrees to delete all FullContact Data upon termination of the license, other than any Derived Insights that has been derived from FullContact Data prior to the termination or expiration date in compliance with the terms of the FullContact Services Agreement; and (v) if Submitted Information is provided to FullContact by or on behalf of Customer, Customer grants to Primer and FullContact all rights (including consents and licenses) to any Submitted Information that are necessary for Primer and FullContact to use its Submitted Information (as described in Section 3.4 below).

3.4. Submitted Information. If Customer provides FullContact or Primer any Submitted Information, the following provisions shall apply to such Submitted Information.

3.4.1. Customer hereby grants FullContact and Primer a worldwide, revocable, non-exclusive, royalty-free, non-transferable, limited-term license to use Submitted Information in connection with the provision of FullContact Data Services. FullContact will not resell or distribute any Submitted Information to FullContact’s customers generally or any other third party. Customer agrees that nothing contained in this Agreement shall restrict FullContact’s right to use, access, process, collect, disclose, share, or distribute any Personal Data that FullContact collects or receives from a different source other than Customer, even if such information is duplicative of any Submitted Information. FullContact may only use and handle Submitted Data for the sole purpose of providing the Services to Primer and its Customers. Customer agrees that FullContact uses an identity graph to provide FullContact’s services that uses confidence scores which may be adjusted for accuracy based on exposure to Submitted Information. For clarity, in no event will Submitted Information be included in any identity graph and FullContact will not under any circumstances sell Submitted Information. Customer agrees that the adjustments to such confidence scores are FullContact’s Confidential Information.

3.4.2. Customer represents and warrants to FullContact that: (i) if Submitted Information is collected from customers or users of any Customer website or service, Customer will at all times maintain a Customer privacy policy that is associated with or linked to the Customer website, or service, which policy complies with all applicable laws and which clearly and accurately describes the processing, use and disclosure of Submitted Information as contemplated herein; (ii) Customer has obtained or possesses all rights necessary, including any third party consents required under applicable laws, to authorize FullContact and Primer to use the Submitted Information for the purposes contemplated hereunder and to grant FullContact and Primer the licenses set forth under Section 3.5.1 above; (iii) Customer’s collection and disclosure of Submitted Information for the uses contemplated hereunder complies with all applicable laws and, if applicable, the Customer privacy policy; and (iv) Customer will promptly notify FullContact and Primer of any notice from any governmental agency or regulatory authority alleging that the use of any Submitted Information violates applicable law. Customer agrees not to transmit or upload to FullContact, and the Submitted Information will not include, any individually identifiable health information (as that term is defined in accordance with Health Insurance Portability and Accountability Act, as amended), payment card information, bank account information, social security number, driver’s license information, government ID information about any individual, or any similar sensitive information.

3.5. Deletion Upon Termination. Upon termination or expiration of the Agreement, (i) all license rights granted in the Agreement (and any associated licenses to Customer and its end users) will immediately cease to exist, and (ii) Customer will irrecoverably delete, and shall cause any end users to delete, any and all FullContact Data, other than any Derived Insights that has been derived from FullContact Data prior to the termination or expiration date in compliance with the terms of the FullContact Services Agreement. Customer authorizes Primer execute on behalf of Customer the Data Deletion Acknowledgement provided by FullContact. For clarity, Customer is  not required to delete any data that was already in Customer’s possession prior to obtaining the same data from FullContact (as FullContact Data).

4. Apollo.

These Apollo terms apply to Customer’s use of and access to any Apollo service or data that is accessed or used by Customer in connection with the Primer platform (“Apollo Services”).

4.1. As used in this Section 4, “Output Data” means any information that Apollo delivers to Customer through the Platform in connection with Apollo Services, and “Submitted Data” means any data that Customer provides in connection with Apollo Services.

4.2. License Restrictions.

4.2.1. Customer may not develop any service, product, toolset, dataset or derivative work from the Output Data or the Apollo Services, whether in aggregated or non-aggregated form, and whether in identified or de-identified form. Customer may obtain Output Data solely through the APIs and interfaces provided by Primer and Apollo. Customer may not further resell, distribute, or sublicense any Output Data or the Apollo Services. Client shall not use any independent manual or automated extraction methods, “scraping” or bots in order to circumvent Apollo’s or Primer’s interface or otherwise to obtain the Output Data.

4.2.2. Customer may not use the Output Data:

4.2.2.1. In a manner that violates any applicable law (federal, state or local),

4.2.2.2. To promote any illegal service or product,

4.2.2.3. To promote tobacco, firearms, adult content, unlicensed gambling, hate speech, or to harass, libel or defame any person or entity,

4.2.2.4. To violate or promote any violation of any entity’s intellectual property rights,

4.2.2.5. To promote or commit fraud, or to violate any entity’s rights, or

4.2.2.6. In a manner that constitutes unlawful “spam” or impermissible email marketing.

4.3. To the extent that any law or regulation may require that Customer provide notice or obtain consent in order to market to any person or process any person’s personal data, Customer agrees that it shall obtain on Customer’s own behalf such notices or consents. Further, Customer represents and warrants that, it has collected any Submitted Data on a legal basis, and it is sharing such personal data with Primer and Apollo on a legal basis.

4.4. Customer may request to access Output Data regarding European Union Residents (such as their name, job title, or contact information), which is referred to below as “EU Output Data.” Customer will only use the EU Output Data to provide business-to-business, i.e.,”B2B” entities, with information or an offer in a situation where Customer has a good faith reason to believe that the recipient has a demonstrated interest in receiving the information or offer, such as where such offer or information would assist the recipient in its performance of their job (such as, based on their job title), or in educating themselves about their industry. Sending an invitation to a Chief Privacy Officer about a conference relevant to her provision of privacy law developments, for instance, might be an example of such a permissible use, provided Customer has a legal basis to do so sufficient to comply with the requirements of GDPR.

4.5. Customer is solely responsible for its own compliance with all applicable laws, and Primer and Apollo make no regarding whether any European or laws might or might not require, with respect to data subject notices, consents and permissions.

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