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Terms &
Conditions |
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1. |
Confidential
Information. For the purposes of this Agreement,
"Confidential Information" means any information or material
of Expert Lead Source, Inc. which is disclosed to the Client
under this Agreement, including but not limited to the
personal and contact information of a potential sales lead,
pricing information relating to Expert Lead Source, Inc.'s
services, Expert Lead Source, Inc.'s business matters,
techniques and strategy, and customer and contact lists. |
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2. |
Exclusions.
Notwithstanding the foregoing, Confidential Information
shall not include any information, however designated, which
the Receiving Party can show (a) is or has become generally
available in the public without breach of this Agreement by
the Receiving Party, (b) became known to the Receiving Party
prior to disclosure to the Receiving Party by the Disclosing
Party, (c) was received from a third party without breach of
any nondisclosure obligations to the Disclosing Party or
otherwise in violation of the Disclosing Party's rights, or
(d) was developed by the Receiving Party independently of
any Confidential Information received from the Disclosing
Party. |
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3. |
Obligations Regarding
Confidential Information. The Client shall restrict
disclosure of Confidential Information solely to employees
or consultants on a need to know basis provided such
employees and/or consultants have executed appropriate
written agreements with the Client to enable the Client to
comply with all provisions of this Agreement, (b) shall
protect the Confidential Information with at least the same
degree of care and confidentiality as it affords its own
confidential information, at all times exercising at least a
reasonable degree of care in such protection, (c) shall not
use any Confidential Information in any manner except in
furtherance of the Client's principal business (in no event
shall the sale of the Lead Data be construed to be the
business of the Client), or as otherwise agreed by the
potential customer (in the case the Confidential Information
relates to a potential customer Disclosing Party in
writing). Notwithstanding the foregoing, the Client may
disclose Confidential Information pursuant to an order of a
court or governmental agency as so required by such order,
provided that the Client shall first notify Expert Lead
Source, Inc. of such order and afford Expert Lead Source,
Inc. the opportunity to seek a protective order relating to
such disclosure. The Client agrees to notify Expert Lead
Source, Inc. immediately if it learns of any use or
disclosure of any Confidential Information in violation of
the terms of this Agreement. |
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4. |
Payment Terms;
Warranty. The Client shall deliver to Expert Lead Source,
Inc. payment in the amount of the total value of the Invoice
or Insertion Order in a form that is accepted by Expert Lead
Source, Inc. such as wire transfer, check, money order, ACH
or deposit. In the event that the Client stops payment on a
check or a check is returned for insufficient funds, the
Client will pay an administrative fee of $50 to Expert Lead
Source, Inc. Expert Lead Source, Inc. warrants that the Lead
Data is materially accurate and that the Prospective
Customer has indicated agreement to be contacted regarding
the subject matter of the Lead Description. Except as
expressly contained in these Terms and Conditions, Expert
Lead Source, Inc. makes no warranty whatsoever, express or
implied, as to the products, services, and/or information
provided hereunder. Expert Lead Source, Inc. makes no
warranty whatsoever as to whether the Client will engage the
Potential Customer as an actual customer resulting in any
profit or payment as a result of the Leads delivered
pursuant to these Terms and Conditions. Expert Lead Source,
Inc. disclaims any warranties that could be implied in
contract, in law, or in equity, including without
limitation, any implied warranty of merchantability, fitness
for a particular purpose, quality, accuracy, completeness,
reliability, or performance, or arising from usage of trade,
course of dealing, or course of performance. |
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5. |
Lead Exchanges and
Returns. If the Client determines that certain Lead Data is
invalid as per the agreed filters or contains invalid
contact information then we ask that the Client inform
Expert Lead Source, Inc. within 3 business days of receipt
of the Lead Data. We require that you specify each Lead Data
file that is invalid by providing us with the lead ID # to
the lead(s) of question along with a brief explanation why
the Lead Data is invalid. Expert Lead Source, Inc. will
replace the Lead Data free of charge once the lead has been
properly reviewed and validated. In no instance will Expert
Lead Source, Inc. have an obligation to refund the Purchase
Price. |
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6. |
Limitation of
Liability. In no event shall Expert Lead Source, Inc. be
liable for any special, indirect, incidental, consequential,
punitive, or exemplary loss, damage, or expense in
connection with this agreement, including, without
limitation, damages related to loss of profits, income, or
goodwill, even if the Client is aware of the possibility of
damages. In no event shall Expert Lead Source, Inc.'s
liability (whether in contract, tort, or otherwise) for
monetary damages under these Terms and Conditions exceed the
fees paid by the Client to Expert Lead Source, Inc.
hereunder in the six months prior to any such claim. |
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7. |
Indemnification. Each
party agrees to indemnify the other party, such party's
officers, employees, agents, consultants, members and
managers from and against any third party claims, actions,
and liabilities arising from the indemnifying party's
actions under these Terms and Conditions; provided that the
party seeking indemnification makes prompt notification to
the indemnifying party of any third party claims. |
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8. |
Expert Lead Source,
Inc.'s Obligations. Expert Lead Source, Inc. shall use its
commercial best efforts to fulfill the Invoice with Lead
Data that meets the requirements established in the Invoice
for the Lead Price so indicated. Expert Lead Source, Inc.
will deliver the Lead Data to the Client as it is compiled
and/or generated. |
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9. |
Term. The term of this
Agreement shall commence on the Effective Date outlined in
the order and shall terminate upon undisputed complete
delivery of the Leads for terms relating to the Leads and
two (2) years thereafter with regards to the Confidential
Information (the "Termination Date"), provided that all
obligations hereunder with respect to disclosures of
Confidential Information during the term hereof shall
survive termination for a period of three (3) years from
date of disclosure or the Termination Date, whichever comes
last. |
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10. |
Compliance with Law.
The Client shall comply with all federal, state, and local
laws, statues, rules, regulations and ordinances and Federal
Trade Commission regulations and opinions, and all
applicable privacy and data protection laws, rules and
regulations, in its use of the Lead Data. The Client assumes
all risk related to compliance with any regulations
governing an attorney's use of information in marketing its
services to potential clients. |
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11. |
Limited Relationship.
This Agreement will not create a joint venture, partnership
or other formal business relationship or entity of any kind,
or an obligation to form any such relationship or entity.
Each party shall bear all costs and expenses incurred by it
in complying with this Agreement. |
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12. |
Law. This Agreement
shall be governed by and construed in accordance with the
laws of the State of Delaware, and each party consents to
the jurisdiction of the courts in New Castle County,
Delaware. |
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13. |
General. In the event
that one or more of the provisions contained in this
Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, then to the maximum
extent permitted by law, the remaining provisions of this
Agreement shall remain in full force and effect. Any waiver,
express or implied, by any party of any of its rights
arising under this Agreement must be in writing and shall
not constitute or be deemed a waiver of any other right
hereunder, whether of a similar or dissimilar nature. This
Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and
assigns, provided that the rights and obligations of the
Receiving Party hereunder are not assignable without the
prior written consent of the Disclosing party. |
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14. |
Entire Agreement;
Counterparts. This Agreement constitutes the entire
agreement between the parties relating to the purpose, and
supersedes all prior discussions between the parties
relating thereto. No amendment or modification of this
Agreement shall be valid or binding on the parties unless in
writing and signed by each party's authorized
representative. This Agreement may be executed in two or
more counterparts, each of which shall be considered an
original, and all of which together shall constitute one and
the same instrument. Each party agrees that the delivery of
this Agreement via email or facsimile shall be deemed
effective delivery. |
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