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– спросила Николь. ЧАСТЬ ПЕРВАЯ. по целым дням заучивает дроби, что лицо Николь исказилось от боли. Крик повторился в ночи, и трое пассажиров высадились. – спросила Николь.

 
 

ZoomInfo: The Go-To-Market Platform – Colossus® – Navigation menu

 

Our Data Engine. We deliver high-quality intelligence at scale by leveraging an AI and ML-powered engine that gathers data from millions of sources and standardizes, matches to entities, verifies, cleans, and applies the processed data to companies and people at scale. We aggregate and extract distinct types of data, such as revenue, locations, technologies, keywords, contact information, including email addresses, titles, and phone numbers, and many others, from millions of public and proprietary sources.

Our evidence-based ML algorithm scores, ranks, and makes determinations about these billions of data points each week. To help train our AI and ML technologies and augment our contributory network, we have a team of research analysts and data scientists with deep expertise in cleaning business-to-business data. This human-in-the-loop team plays a strategic role, focusing on quality assurance and addressing data and intelligence gaps that technology alone cannot solve.

We have processes in place to use our research team to tag anomalies in data, review data pieces that require another manual verification, identify patterns to transform this understanding into algorithms, and identify methods to automate data gathering.

Our Competition. We believe there are currently no competitors who offer a sales, marketing, operations, and recruiting intelligence platform as comprehensive as ours. We are able to provide measurable revenue improvement; accuracy, depth and coverage of data; unique data points to leverage insights; and a platform that can be integrated and automated with a variety of CRM, marketing, operations, or recruiting platforms.

We believe the principal factors that drive competition between vendors in the market include:. We believe we compete favorably across these factors. We have achieved a median sales cycle of less than 30 days from opportunity creation to close.

Our Customers. Our large and diversified customer base spans a wide variety of industry verticals, including software, business services, manufacturing, telecommunications, financial services, media and internet, transportation, education, hospitality, and real estate.

Our customers range from the largest global enterprises, to mid-market companies, down to small businesses. Intellectual Property. Protecting our intellectual property and proprietary technology is an important aspect of our business.

We rely on a combination of patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as written agreements and other contractual provisions, to protect our proprietary technology, processes, and other intellectual property.

We also have a portfolio of registered domain names including zoominfo. In addition, we generally enter into confidentiality agreements and invention or work product assignment agreements with employees and contractors involved in the development of our proprietary intellectual property.

We intend to pursue additional intellectual property protection to the extent we believe it would be beneficial and cost-effective. Data Privacy and Protection. The business contact information and other data we collect and process are an integral part of our products and services. Regulators around the world have adopted or proposed requirements regarding the collection, use, transfer, security, storage, destruction, and other processing of personal data.

Furthermore, other data privacy or data protection laws or regulations are under consideration in other jurisdictions, both in the form of entirely new laws such as in India, and in the form of updates to existing privacy laws, such as in Canada and Australia. Laws such as these give rise to an increasingly complex set of compliance obligations on us, as well as on many of our customers.

These laws impose restrictions on our ability to gather personal data and provide such personal data to our customers, provide individuals with the ability to opt out of such personal data collection, and place downstream obligations on our customers relating to their use of the information we provide. These complex laws may be implemented, interpreted, or enforced in a non-uniform or inconsistent way across jurisdictions and we may not be aware of every development that impacts our business.

These laws may also require us to make additional changes to our services in order for us or our customers to comply with such legal requirements.

It may also increase our potential liability as a result of higher potential penalties for noncompliance. These and other legal requirements could reduce our ability to gather personal data used in our products and services. They could reduce demand for our services, require us to take on more onerous obligations in our contracts, restrict our ability to store, transfer and process personal data. For example, in the European Union Court of Justice struck down a permitted personal data transfer mechanism between the European Union and the United States and introduced requirements to carry out transfer impact assessments in relation to the use of Standard Contractual Clauses, the most commonly used data transfer mechanism.

Use of other data transfer mechanisms now involves additional compliance steps and in the event any court blocks personal data transfers to or from a particular jurisdiction on the basis that certain or all such transfer mechanisms are not legally adequate, this could give rise to operational interruption in the performance of services for customers and internal processing of employee information, greater costs to implement alternative data transfer mechanisms that are still permitted, regulatory liabilities, or reputational harm.

The cost of complying with existing or new data privacy or data protection laws and regulations may limit our ability to gather the personal data needed to provide our products and services. It could negatively impact the use or adoption of our products and services or products and services similar to ours, reduce overall demand for our products and services, or products and services similar to ours, make it more difficult for us or competitive solutions to meet expectations from or commitments to customers and users, lead to significant fines, penalties, or liabilities for noncompliance, impact our reputation, or slow the pace at which we close sales transactions, any of which could harm our business.

Even the perception that the privacy of personal data is not satisfactorily protected or does not meet regulatory requirements could discourage prospective customers from subscribing to our products or services or discourage current customers from renewing their subscriptions. Compliance with any of the foregoing laws and regulations can be costly and can delay or impede the development of new products or services.

We may incur substantial fines if we violate any laws or regulations relating to the collection or use of personal data. Our actual or alleged failure to comply with applicable privacy or data security laws, regulations, and policies, or to protect personal data, could result in enforcement actions and significant penalties against us, which could result in negative publicity or costs, subject us to claims or other remedies, and have a material adverse effect on our business, financial condition, and results of operations.

Our respect for laws and regulations regarding the collection and processing of personal data underlies our strategy to improve our customer experience and build trust. Our privacy team is devoted to processing and fulfilling any requests regarding access to and deletion of their contact information in our platform.

We have implemented a program for providing direct notifications to individuals. In addition, we endeavor to honor opt-out requests across our entire database. Our privacy and legal teams are focused on any applicable privacy laws and regulations and monitor changes to such laws and regulations with a view to implementing what we believe are best practices in the industry.

Our sales, privacy, and data practices teams are well versed in helping customers and prospective customers navigate relevant privacy concerns and requirements with respect to our platform.

Human Capital. As of December 31, , we had 2, employees, consisting of in cost of service, 1, in sales and marketing, in research and development, and in general and administrative. Diversity and Inclusion. We place a high value on diversity and inclusion and are committed to ensuring that our organization creates a sense of belonging for all employees. Understanding that representation matters, as part of our Global Inclusion and Diversity Initiative GIDI , we take an active role in focusing on the equity, advancement, and empowerment of all communities, and strategize ways to increase diversity through recruitment, retention, professional development, diversity education, and community outreach.

As ZoomInfo continues to grow, we want to empower all employees to excel in their professional objectives and feel proud to work for a company that celebrates their individuality while recognizing their differences. We believe in the power of the team. Winning teams look for the best talent, regardless of background. We know that employees are our greatest asset, and we are proud of the diversity that we foster in our workplaces. As of December 31, , our U. Benefits, Safety, and Wellness. We aim to offer fair compensation and benefits that encourage employee well-being, as well as attract and retain top talent.

Our compensation packages provide a competitive salary and bonus, medical, dental, vision, retirement benefits, and generous paid time off. To address the safety and health of our employees during the COVID pandemic, in the first quarter of , we temporarily closed all of our offices and enabled our entire workforce to work remotely. We are proud of the great flexibility and engagement demonstrated by our employees during this time, allowing us to preserve business continuity without sacrificing our commitment to keeping our team and our communities safe.

Training and Development. Ensuring our employees have access to development opportunities and understand how to grow their career at ZoomInfo is a key tenet of our talent and engagement practices. As part of our efforts, we invest in a robust learning management system for employees, complete with online courses and live training on a variety of topics.

To recognize and promote outstanding employees, we perform a comprehensive annual talent review process, through which we empower employees to drive their professional development in a way that also aligns with company objectives and values. The Compensation Committee of our board of directors reviews and oversees our incentive compensation plans, while the Nominating and Corporate Governance Committee of our board of directors oversees and approves the management continuity planning process.

Available Information. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.

The contents of these websites are not incorporated into this filing. ITEM 1A. We are subject to various risks that could have a material adverse impact on our financial position, results of operations, or cash flows.

Although it is not possible to predict or identify all such risks and uncertainties, they may include, but are not limited to, the factors discussed below. The risks described herein are not the only risks we may face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our financial position, results of operations or cash flows.

You should carefully review the information provided in this section before making an investment in our Company. Risks Related to Our Business and Industry. The ongoing COVID pandemic, including the resulting global economic uncertainty and measures taken in response to the pandemic, could materially impact our business and future results of operations and financial condition.

The ongoing COVID pandemic continues to disrupt the global economy and put unprecedented strains on governments, health care systems, educational institutions, businesses, and individuals around the world.

The impact and duration of the COVID pandemic and its related economic and financial disruptions are difficult to assess or predict. The ongoing impact on the global economic market is rapidly evolving and will depend upon the actions taken by governments, businesses, and other enterprises in response to COVID and its related variants as well as to the economic and financial impacts related to the pandemic more broadly.

The pandemic has already caused, and is likely to result in further, significant disruption of global financial markets and economic uncertainty. Adverse market conditions resulting from the spread of COVID could materially adversely affect our business and the value of our Class A common stock.

Our customers or potential customers, particularly in industries most impacted by the COVID pandemic, including the retail, restaurant, hotel, hospitality, consumer discretionary, airline, and oil and gas industries and companies whose customers operate in impacted industries, may reduce their technology or sales and marketing spending or delay their sales transformation initiatives as a result of the pandemic, which could materially and adversely impact our business.

At the beginning of the COVID pandemic, we experienced headwinds in some sales cycles as business leaders adapted to the impacts of the pandemic and we saw heightened cancellations and reductions in spend from customers in heavily impacted industries relative to pre-COVID time frames. We also experienced longer sales cycles and more intense scrutiny, particularly for larger purchases and upgrades as customers and prospects re-assessed their growth trajectory in light of the changing economic environment.

Although these headwinds dissipated by , and demand for our platform normalized and returned to levels materially consistent with historical trends, we could experience similar or other headwinds as a result of the pandemic in future periods. Any such factors could result in our experiencing slowed growth or a decline in new customer demand for our platform and lower demand from our existing customers for upgrades within our platform, as well as existing and potential customers reducing or delaying purchasing decisions.

We could also experience an increase in prospective customers seeking lower prices or other more favorable contract terms and current customers attempting to obtain concessions on the terms of existing contracts, including requests for early termination or waiver or delay of payment obligations, all of which has adversely affected and could materially adversely impact our business, results of operations, and overall financial condition in future periods.

Due to the ongoing COVID pandemic, all of our offices remain temporarily closed including our headquarters and other significant locations , and most of our employees continue to work remotely. We have significantly limited business travel, in accordance with public health guidance and have held many company events as virtual-only experiences, as circumstances require.

We may deem it advisable to similarly alter, postpone, or cancel entirely additional events in the future. If the COVID pandemic worsens, especially in regions where we have offices, our business activities originating from affected areas could be adversely affected. We may take further actions that alter our business operations as may be required by local, state, or federal authorities or that we determine are in the best interests of our employees.

Such measures could negatively affect our sales and marketing efforts, sales cycles, employee productivity, or customer retention, any of which could harm our financial condition and business operations. The COVID pandemic could cause our third-party data center hosting facilities and cloud computing platform providers, which are critical to our infrastructure, to experience security incidents that impact our business, delay or disrupt performance or delivery of services, or experience interference with the supply chain of hardware required by their systems and services, any of which could materially adversely affect our business.

Limitations on access or disruptions to services or goods provided by or to some of our suppliers and vendors upon which our platform and business operations relies, could interrupt our ability to provide our platform, decrease the productivity of our workforce, and significantly harm our business operations, financial condition, and results of operations.

Our platform and the other systems or networks used in our business may experience an increase in attempted cyber-attacks, targeted intrusion, ransomware, and phishing campaigns seeking to take advantage of shifts to employees working remotely using their household or personal internet networks.

The success of any of these unauthorized attempts could substantially impact our platform, the proprietary and other confidential data contained therein or otherwise stored or processed in our operations, and ultimately our business.

Any actual or perceived security incident also may cause us to incur increased expenses to improve our security controls and to remediate security vulnerabilities. The extent and continued impact of the COVID pandemic on our business will depend on certain developments, including: the duration and spread of the outbreak, including the impact of new variants of the COVID virus; global government responses to the pandemic including continued vaccine availability, deployment, and efficacy; the impact on the health and welfare of our employees and their families; the impact on our customers and our sales cycles; the impact on customer, industry, or employee events; delays in hiring and onboarding new employees; and the effect on our partners, vendors, and supply chains, all of which are uncertain and cannot be predicted.

Because of our largely subscription-based business model, the effect of the COVID pandemic may not be fully reflected in our results of operations and overall financial condition until future periods, if at all. Larger and more well-funded companies with access to significant resources, large amounts of data or data collection methods, and sophisticated technologies may shift their business model to become competitive with us.

Companies in related industries, such as CRM, business software, or advertising, including Salesforce. We cannot anticipate how rapidly such a potential competitor could create products or services that would take significant market share from us or even surpass our products or services in quality, in at least some respect.

If a large, well-funded competitor entered our space, it could reduce the demand for our products and services and reduce the amount we could demand for subscription renewals or upgrades from existing customers, and the amount we could demand from new subscribers to our products and services, reducing our revenue and profitability.

In addition, many of our potential competitors could have competitive advantages, such as greater name recognition, longer operating histories, significant install bases, broader geographic scope, the ability to respond more quickly and effectively to new or changing opportunities, technologies, standards or customer requirements, and larger sales and marketing budgets and resources.

The portion of any Imputed Underpayment Amount attributed to a former Member shall be treated as a Withholding Payment pursuant to Section 4. The Partnership Representative shall use commercially reasonable efforts to secure any reduction in any Imputed Underpayment Amount that is available by reason of the status of any Member or its beneficial owners , including by means of any procedures provided pursuant to Code Section c 3 , and to allocate the benefit of any such reduction to such Member.

Each Member agrees to indemnify and hold harmless the Company, Managing Member and the Partnership Representative from and against any and all liability with respect to any Imputed Underpayment Amounts required on behalf of, or with respect to, such Member or any former Member whose former interest in the Company is held by such Member. Imputed Underpayment Amounts shall also include any imputed underpayment amounts within the meaning of Code Section or any corresponding or similar provision of state, local or foreign law which are paid or payable by any entity treated as a partnership for U.

With respect to the fiscal year in which the final liquidation of the Company occurs in accordance with Section Except for situations in which the approval of one or more of the Members is specifically required by the express terms of this Agreement, and subject to the provisions of this Article V , i all management powers over the business and affairs of the Company shall be exclusively vested in the Managing Member, ii the Managing Member shall conduct, direct and exercise full control over all activities of the Company, and iii the Managing Member shall have the sole power to bind or take any action on behalf of the Company, or to exercise any rights and powers including, without limitation, the rights and powers to take certain actions, give or withhold certain consents or approvals, or make certain determinations, opinions, judgments or other decisions granted to the Company under this Agreement or any other agreement, instrument or other document to which the Company is a party.

Without limiting the generality of the foregoing, but subject to any situations in which the approval of the Members is specifically required by this Agreement, x the Managing Member shall have discretion in determining whether to issue Equity Securities, the number of Equity Securities to be issued at any particular time, the purchase price for any Equity Securities issued, and all other terms and conditions governing the issuance of Equity Securities and y the Managing Member may enter into, approve, and consummate any Liquidity Event or other extraordinary or business combination or divestiture transaction, and execute and deliver on behalf of the Company or the Members any agreement, document and instrument in connection therewith including amendments, if any, to this Agreement or adoptions of new constituent documents without the approval or consent of any Member.

The Managing Member shall operate the Company and its Subsidiaries in accordance in all material respects with an annual budget, business plan and financial forecasts for the Company and its Subsidiaries for each fiscal year. The Managing Member and Members hereby approve and ratify the filing of the following documents with the Secretary of State of the State of Delaware: i the Certificate of Formation of the Company by Henry Schuck, as authorized person, ii the Certificate of Amendment to the Certificate of Formation of the Company by Anthony Stark, as authorized person, and iii the Certificate of Merger of the Company by Anthony Stark, as authorized person.

Notwithstanding any other provision of this Agreement to the contrary, without the consent of any Member or other Person being required, the Company is hereby authorized to execute, deliver and perform, and the Managing Member or any officer on behalf of the Company, is hereby authorized to execute and deliver a the Merger Agreement; b any other document, certificate or contract relating to or contemplated by the Corporate Conversion; and c any amendment and any agreement, document or other instrument contemplated thereby or related thereto.

The Managing Member or any officer is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Company, but such authorization shall not be deemed a restriction on the power of the Managing Member or any officer to enter into other documents on behalf of the Company. Unless otherwise provided in this Agreement, any decision, action, approval or consent required or permitted to be taken by the Managing Member may be taken by the Managing Member through any Person or Persons to whom authority and duties have been delegated pursuant to Section 5.

The Managing Member shall not cease to be a Managing Member of the Company as a result of the delegation of any duties hereunder. No officer or agent of the Company, in its capacity as such, shall be considered a Managing Member of the Company by agreement, as a result of the performance of its duties hereunder or otherwise. For the avoidance of doubt, distributions made under Section 4.

To the extent practicable, expenses incurred by Old PubCo or the Managing Member on behalf of or for the benefit of the Company shall be billed directly to and paid by the Company and, if and to the extent any reimbursements to Old PubCo or. Reimbursements pursuant to this Section 5. Any number of titles may be held by the same officer of the Company or other individual. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Managing Member.

Any delegation pursuant to this Section 5. The Managing Member may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and none of the Managing Member or any manager, officer, director, principal, member, employee, agent or Affiliate of the Managing Member shall be responsible for any misconduct or negligence on the part of any such agent appointed by the Managing Member so long as such agent was selected in good faith and with reasonable care.

The Managing Member shall be entitled to rely upon the advice of legal counsel, independent public accountants and other experts, including financial advisors, and any act of or failure to act by the Managing Member in good faith reliance on such advice shall in no event subject the Managing Member to liability to the Company or any Member. Notwithstanding anything contained herein to the contrary, the failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business and affairs under this Agreement or the Delaware Act shall not be grounds for imposing personal liability on the Managing Member for liabilities of the Company.

The immediately preceding sentence shall constitute a compromise to which all Members have consented within the meaning of the Delaware Act. Further, notwithstanding any other provision of this Agreement or any duty otherwise existing at law or in equity, the parties hereto agree that no Member or Managing Member shall, to the fullest extent permitted by law, have duties including fiduciary duties to any other Member or to the Company, and in doing so, recognize, acknowledge and agree that their duties and obligations to one another and to the Company are only as expressly set forth in this Agreement; provided , however , that each Member and the Managing Member shall have the duty to act in accordance with the implied contractual covenant of good faith and fair dealing.

The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities relating thereto of any Member including without limitation, the Managing Member otherwise existing at law or in equity, are agreed by the Members to replace to that extent such other duties and liabilities of the Members relating thereto including without limitation, the Managing Member. No Member other than the Managing Member in its capacity as such other than in its capacity as a Person delegated authority pursuant to Section 5.

The Members hereby consent to the exercise by the Managing Member of the powers conferred on it by law and this Agreement. No Member shall have the right to seek or obtain partition by court decree or operation of law of any Company property, or the right to own or use particular or individual assets of the Company.

For matters that require the approval of the Members generally rather than the approval of the Managing Member on behalf of the Members or the approval of a particular group of Members , the Members shall act through meetings and written consents as described in paragraphs a and b below:. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another person or persons to act for it by proxy.

A telegram, email or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall if stated thereon be treated as a proxy executed in writing for purposes of this Section 6. No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period.

A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue.

The actions taken by the Members entitled to vote or consent at any meeting as opposed to by written consent , however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if but not until , either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof.

The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by written consent without a meeting, without notice and without a vote so long as such consent is signed by the Members having not less than the minimum number of Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted.

Prompt notice of the action so taken without a meeting shall be given to those Members entitled to vote or consent who have not consented in writing. Any action taken pursuant to such written consent of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Public Equity. Show Notes. Want to dive deeper? Pursuant to section 3A. European Economic Area. United Kingdom. In relation to the United Kingdom, no shares of our Class A common stock have been offered or will be offered pursuant to an offering to the public in the United Kingdom prior to the publication of a prospectus in relation to the shares of our Class A common stock which has been approved by the Financial Conduct Authority in accordance with the UK Prospectus Regulation, except that it may make an offer to the public in the United Kingdom of any shares of our Class A common stock at any time under the following exemptions under the UK Prospectus Regulation:.

This document must not be acted on or. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons. This prospectus is not intended to constitute an offer or solicitation to purchase or invest in our shares of Class A common stock.

Neither this prospectus nor any other offering or marketing material relating to the shares of Class A common stock constitutes a prospectus pursuant to the FinSA, and neither this prospectus nor any other offering or marketing material relating to the shares of Class A common stock may be publicly distributed or otherwise made publicly available in Switzerland.

Dubai International Financial Centre. It must not be delivered to, or relied on by, any other person. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The Class A common stock to which this prospectus relates may be illiquid or subject to restrictions on its resale. Prospective purchasers of the Class A common stock offered should conduct their own due diligence on the Class A common stock.

If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

Hong Kong. Shares of our Class A common stock may not be offered or sold by means of any document other than i in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance Cap. This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares of our Class A common stock may not be circulated or distributed, nor may the shares of our Class A common stock be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than i to an institutional investor under Section of.

Where the shares of our Class A common stock are subscribed or purchased under Section of the SFA by a relevant person which is:. Accordingly, the shares of Class A common stock have not been, directly or indirectly, offered or sold and will not be, directly or indirectly, offered or sold in Japan or to, or for the benefit of, any resident of Japan which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements, and otherwise in compliance with, the FIEL and the other applicable laws and regulations of Japan.

Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph 1, Article 4 of the FIEL, has not. Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph 1, Article 4 of the FIEL, has not been made in relation to the shares of Class A common stock. The shares of Class A common stock may only be transferred en bloc without subdivision to a single investor.

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission in relation to the offering. The shares of Class A common stock applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document that complies with Chapter 6D of the Corporations Act.

Any person acquiring shares of Class A common stock must observe such Australian on-sale restrictions. This prospectus contains general information only and does not take into account the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate for their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

The consolidated financial statements of ZoomInfo Technologies Inc. The audit report covering the December 31, financial statements refers to a change in the method of accounting for leases due to the adoption of Accounting Standards Codification Topic , Leas es.

We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the shares of Class A common stock offered by this prospectus supplement and the accompanying prospectus. This prospectus supplement, filed as part of the registration statement, does not contain all of the information set forth in the registration statement and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the SEC.

For further information about us and shares of our Class A common stock, we refer you to the registration statement and to its exhibits and schedules. Statements in this prospectus about the contents of any contract, agreement, or other document are not necessarily complete and in each instance we refer you to the copy or form of such contract, agreement, or document filed as an exhibit to the registration statement.

You may inspect these reports and other information without charge at a website maintained by the SEC. The information on, or accessible from, our website is not part of this prospectus supplement by reference or otherwise. We intend to make available to our Class A common stockholders annual reports containing consolidated financial statements audited by an independent registered public accounting firm.

The rules of the SEC allow us to incorporate by reference into this prospectus supplement and the accompanying prospectus the information we file with the SEC. This means that we are disclosing important information to you by referring to other documents.

The information incorporated by reference is considered to be part of this prospectus supplement and the accompanying prospectus, except for any information superseded by information contained directly in this prospectus supplement. Any statement contained in a document incorporated by reference in this prospectus supplement or in the accompanying prospectus shall be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained herein or in any other subsequently filed document that also is incorporated by reference in this prospectus supplement modifies or supersedes such statement.

Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement. We will provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus supplement or the accompanying prospectus is delivered, upon written or oral request of such person, a copy of any or all of the documents referred to above which have been or may be incorporated by reference in this prospectus or the accompanying prospectus.

You should direct requests for those documents to ZoomInfo Technologies Inc. Exhibits to any documents incorporated by reference in this prospectus supplement or the accompanying prospectus will not be sent, however, unless those exhibits have been specifically referenced in this prospectus supplement or the accompanying prospectus.

Certain selling stockholders may offer and sell from time to time shares of our Class A common stock. The selling stockholders will determine when and how they sell shares of our Class A common stock offered hereby, which may be sold on a continuous or delayed basis directly, to or through agents, dealers, brokers or underwriters as designated from time to time, or through a combination of these methods. The selling stockholders reserve the sole right to accept, and they and any agents, dealers, brokers and underwriters reserve the right to reject, in whole or in part, any proposed purchase of shares of our Class A common stock.

If any agents, dealers, brokers or underwriters are involved in the sale of any shares of our Class A common stock, the applicable prospectus will set forth any applicable commissions or discounts payable to them.

We are not selling any shares of our Class A common stock under this prospectus and will not receive any proceeds from the sale of the shares by the selling stockholders. Each time that any selling stockholders sell shares of our Class A common stock using this prospectus, we or such selling stockholders will provide a prospectus supplement and attach it to this prospectus and may also provide you with a free writing prospectus.

The prospectus supplement and any free writing prospectus will contain more specific information about the offering and the shares of our Class A common stock being offered, including the names of the selling stockholders and the prices at which the shares of our Class A common stock are sold.

The prospectus supplement or free writing prospectus may also add, update, change or clarify information contained in or incorporated by reference into this prospectus.

This prospectus may not be used to sell shares of our Class A common stock unless accompanied by a prospectus supplement describing the method and terms of the offering.

You should carefully read this prospectus and any applicable prospectus supplement and free writing prospectus, together with any documents we incorporate by reference, before you invest in our Class A common stock. Page ZoomInfo. Market and Industry Data. Description of Capital Stock. Plan of Distribution. Additionally, under the shelf process, in certain circumstances, we may provide a prospectus supplement that will contain certain specific information about the terms of a particular offering by one or more of the selling stockholders.

This prospectus provides you with a general description of the shares of our Class A common stock that such selling stockholders may offer.

The prospectus supplement and any free writing prospectus will contain more specific information about the offering and the shares of our Class A common stock being offered, including the prices at which the shares of our Class A common stock are sold. The prospectus supplement may also add, update, change or clarify information contained in or incorporated by reference into this prospectus.

If there is any inconsistency between the information in this prospectus and the information in the prospectus supplement, you should rely on the information in the prospectus supplement.

The rules of the SEC allow us to incorporate by reference information into this prospectus. This means that important information is contained in other documents that are considered to be a part of this prospectus. Additionally, information that we file later with the SEC will automatically update and supersede this information.

You should carefully read both this prospectus and the applicable prospectus supplement together with the additional information that is incorporated or deemed incorporated by reference in this prospectus. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information.

All of the summaries are qualified in their entirety by the actual documents. Copies of the documents referred to herein have been filed or will be filed or incorporated or deemed incorporated by reference as exhibits to the registration statement of which this prospectus is a part. You should rely only on the information contained or incorporated by reference in this prospectus, any amendment or supplement to this prospectus, or any free writing prospectus we may authorize to be delivered or made available to you.

This prospectus is an offer to sell only the shares offered hereby from time to time, but only under the circumstances and in jurisdictions where it is lawful to do so. Neither we nor the selling stockholders have authorized anyone to provide you with information different from that contained or incorporated by reference in this prospectus, any amendment or supplement to this prospectus, or any free writing prospectus prepared by us or on our behalf. Neither we nor the selling stockholders take any responsibility for, or can provide any assurance as to the reliability of, any information other than the information in this prospectus, any amendment or supplement to this prospectus, or any free writing prospectus prepared by us or on our behalf.

The information in this prospectus, any. For Investors Outside the United States : The selling stockholders are offering to sell from time to time shares of our Class A common stock only in jurisdictions where offers and sales are permitted. Neither we nor the selling stockholders have done anything that would permit the offering from time to time or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States.

Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our Class A common stock from time to time and the distribution of this prospectus outside the United States. Organizational Structure. Prior to the completion of the IPO:. Investors in the offering from time to time of the shares of Class A common stock registered hereby will, by contrast, hold their equity ownership in ZoomInfo Technologies Inc.

We believe that our Pre-IPO OpCo Unitholders generally find it advantageous to continue to hold their equity interests in an entity that is not taxable as a corporation for U. One of these benefits is that future taxable income of ZoomInfo OpCo that is allocated to our Pre-IPO OpCo Unitholders will be taxed on a flow-through basis and therefore will not be subject to corporate taxes at the entity level.

We do not believe that our UP-C structure gives rise to any significant business or strategic benefit or detriment to us. The simplified diagram below depicts our organizational structure as of July 23, The following table presents the economic interests and combined voting power in ZoomInfo Technologies Inc.

Common Stock Owned 1. Voting Power 2. Founders 3. Each share of our Class A common stock and Class C common stock has the same economic interest. Investing in our common stock involves risks. Additionally, the risks and uncertainties discussed in this prospectus or in any document incorporated by reference into this prospectus are not the only risks and uncertainties that we face, and our business, financial condition, liquidity and results of operations and the market price of any shares of common stock we may sell could be materially adversely affected by additional factors that apply to companies generally, as well as other risks that are not known to us or that we currently do not consider to be material.

This prospectus contains forward-looking statements that reflect our current views with respect to, among other things, our operations and financial performance. The following are some of the factors that could cause actual results to differ from those expressed or implied by our forward-looking statements, including forward-looking statements contained in this prospectus:.

Any forward-looking statement made by us in this prospectus speaks only as of the date of this prospectus. This prospectus includes market and industry data and forecasts that we have derived from independent consultant reports, publicly available information, various industry publications, other published industry sources, and our internal data and estimates, including data generated utilizing our ZoomInfo platform.

Independent consultant reports, industry publications, and other published industry sources generally indicate that the information contained therein was obtained from sources believed to be reliable.

Although we believe that these third-party sources are reliable, we do not guarantee the accuracy or completeness of this information, and we have not independently verified this information. Certain market, ranking, and industry data included or incorporated by reference in this prospectus, including the size of certain markets, our size or position, and the positions of our competitors within these markets, including our services relative to our competitors, are based on estimates of our management.

Unless otherwise noted, all of our market share and market position information presented in this prospectus is an approximation. Our market share and market position in each of our lines of business, unless otherwise noted, is based on our sales relative to the estimated sales in the markets we served. References herein to our being a leader in a market or product category refer to our belief that we have a leading market share position in each specified market, unless the context otherwise requires.

As there are no publicly available sources supporting this belief, it is based solely on our internal analysis of our sales as compared to our estimates of sales of our competitors.

In addition, the discussion herein regarding our various end markets is based on how we define the end markets for our products, which products may be either part of larger overall end markets or end markets that include other types of products and services. Although we believe that such information is reliable, we have not had this information verified by any independent sources. We will not receive any cash proceeds from the sale of any shares of our Class A common stock pursuant to this prospectus.

Information about selling stockholders will be set forth in a prospectus supplement, in a post-effective amendment or in filings we will make with the SEC that are incorporated by reference in this prospectus. The following is a description of the material terms of, and is qualified in its entirety by, our amended and restated certificate of incorporation and amended and restated bylaws, each of which is filed as an exhibit to the registration statement of which this prospectus forms a part.

Our purpose is to engage in any lawful act or activity for which corporations may be organized under the DGCL. No shares of preferred stock have been issued or are currently outstanding. Unless our board of directors determines otherwise, we will issue all shares of our capital stock in uncertificated form.

Common Stock. The foregoing shall not apply to any release or waiver granted a solely to permit a transfer not for consideration, b by the Representative in its sole judgment that a record or beneficial owner of any securities should be granted an early release from a lock-up agreement due to circumstances of an emergency or hardship, c in connection with a registration statement filed with the Commission provided that the undersigned has been given an opportunity to participate with other selling stockholders in such public offering on a pro rata basis, and in the event the underwriters of such offering make the determination to cut back the number of securities.

For the avoidance of doubt, this paragraph shall not apply to any waiver or release of lock-up provisions with the Company or the Representative to the extent that the transfer permitted by such waiver or release would be permitted under this Lock-Up Agreement.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the Public Offering. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to the Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.

This Lock-Up Agreement and any claim, controversy or dispute arising under or related to this Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York. Very truly yours,. Justia Legal Resources.

Find a Lawyer. Law Students. US Federal Law. US State Law. Other Databases. Marketing Solutions. Name: Anthony Stark. Name: Gregory M. Title: Chief Financial Officer, Funds.

Name: Patrick McCarter. Title: Authorized Person. Randall Winn. Name: D. Title: Authorized Signatory. Name: Eric Edell. Title: Managing Member. Name: Henry Schuck.

 

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This article reads like a press release or a news article and is largely based on routine coverage or sensationalism. Please expand this article with properly sourced content to meet Wikipedia’s quality standards , event notability guideline , or encyclopedic content policy. May Traded as. Vancouver, Washington. Zoom Information, Inc. Business Wire. Retrieved February 5, Retrieved April 8, August 27, Retrieved August 27, CTECH – www. Seeking Alpha. Archived from the original on Retrieved June 24, Retrieved June 23, The Columbian.

Google Finance Yahoo! Categories : Software companies established in Internet properties established in Companies based in Vancouver, Washington Domain-specific search engines Software companies of the United States Software companies of Israel Companies listed on the Nasdaq mergers and acquisitions mergers and acquisitions initial public offerings Startup databases American companies established in Click to access Kim-Carter-Martinez-v.

Kim Carter Martinez, the lead plaintiff, is not a ZoomInfo subscriber and has never utilized zoominfo. She is suing on behalf of all California citizens who did not register to zoominfo.

Martinez asserts that she and other members of the class have the right not to be used for promoting a product. Martinez has no clue where ZoomInfo obtained her information. ZoomInfo noted in its annual report claiming that it receives data from third-party vendors but is unable to verify where the data originated, how it was acquired, and if it was collected and handled in accordance with applicable data privacy regulations.

ZoomInfo apparently also takes advantage of its Community Edition members, who are required to install the ZoomInfo software to their computers. The software obtains the names as well as the contact information of anyone to whom the subscriber sends an email, receives an email from, or has previously sent an email, even without their consent.

ZoomInfo Technologies Inc. Jurisdiction: U. District Court for the Western District of Washington. What will be your course of action if your data was used without consent?

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