ENTERPRISE LEADS INC/ENTERPRISE LEADS AGREEMENT AND TERMS OF SERVICE This agreement governs your purchase and use, in any manner, of Enterprise Leads services, including Enterprise Leads lead hosting and management services (the "Services") as described on our web site, ordered by you and accepted by Enterprise Leads Inc DBA Enterprise Leads.com ("Enterprise Leads") and describes the terms and conditions that apply to such purchase and use of the Services. You must register and accept the terms of this Agreement in order to use the Services. BY ACCEPTING THIS AGREEMENT, AND REGISTERING FOR AND USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN AS WELL AS ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE. Enterprise Leads reserves the right to change or modify any of the terms and conditions contained in this Agreement, the Addendum and any policy or guideline incorporated by reference at any time and from time to time in its sole discretion, and to determine whether and when any such changes apply to both existing or future customers. Any changes or modification will be effective upon posting of the revisions on the Enterprise Leads/Enterprise Leads Web site (the "Site"). Enterprise Leads will post a notice of such changes or modifications to this Agreement or the Addendum on the Site for thirty (30) days. Enterprise Leads may post changes or modifications to referenced policies and guidelines without notice to you. Your continued use of the Services following Enterprise Leads's posting of any changes or modifications will constitute your acceptance of such changes or modifications. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCEPT THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF ANY MODIFICATION, DO NOT CONTINUE TO USE THE SERVICES AND IMMEDIATELY NOTIFY Enterprise Leads OF YOUR TERMINATION OF THIS AGREEMENT IN THE MANNER DESCRIBED IN SECTION 1.2 BELOW.
1. Terms and Payment for Services
1.1 Term. This Agreement shall remain in effect until you cease using the Services, and provide Enterprise Leads with notice of termination. You must provide Enterprise Leads with your notice of termination by sending written notification to Enterprise Leads through communication channels located on the Site. Upon Enterprise Leads's receipt of the written notice of cancellation, you will be asked to provide Enterprise Leads with sufficient customer identification information so that Enterprise Leads may properly identify you and your account. Any authenticated notice of termination will be effective upon Enterprise Leads's receipt thereof.
1.2 Termination Policy.
Your termination request must be submitted to Enterprise Leads in the manner described in Section 1.1. Enterprise Leads may terminate this Agreement at any time and for any reason by providing to you written notice of termination. If Enterprise Leads terminates this Agreement, Enterprise Leads shall refund to you the pro-rated portion of pre-paid fees attributable to Services not yet rendered as of the termination date unless otherwise expressly provided herein.
1.3 Liability and Obligations on Termination.
Should the Agreement be terminated for any reason, Enterprise Leads will not be liable to you because of such expiration or termination for compensation, reimbursement or damages on account of the loss of prospective profits, anticipated sales, goodwill or on account of expenditures, investments, leases or commitments in connection with your business, or for any other reason whatsoever flowing from such termination or expiration. Any termination of this Agreement shall not relieve you of any obligations to pay fees and costs accrued prior to the termination date and any other amounts owed by you to Enterprise Leads as provided in this Agreement.
You agree to pay for all charges attributable to your use of the Services at the then current Enterprise Leads prices, which shall be exclusive of any applicable taxes. You shall be responsible for the payment of all federal, state, and local sales, use, value added, excise, duty and any other taxes assessed with respect to the Services, other than taxes based on Enterprise Leads's net income.
All charges for Services must be paid in advance according to the then current price applicable to the Services. Upon registration you must choose to pay for the Services either by credit card or upon your receipt of an invoice. If you choose to pay by credit card upon registering, you thereby authorize Enterprise Leads to charge your credit or debit card to pay for any charges that may apply to your account. You agree that Enterprise Leads may accumulate any supplemental charges, as described in the Order Form, incurred by you in your use of the Services ("Supplemental Charges") until such charges exceed $20 and then charge your card. You must notify Enterprise Leads of any changes to your card account (including, without limitation, applicable account number or cancellation or expiration of the account), your billing address, or any information that may prohibit Enterprise Leads from charging your account. If you choose to be invoiced upon registration, Enterprise Leads will send an invoice to you for the Services applicable to the period for which you have registered for the Services. Enterprise Leads may also send periodic invoices to you for any applicable Supplemental Charges associated with your use of the Services. You agree to pay to Enterprise Leads the amount indicated in each invoice by the due date reflected on the invoice. If you fail to pay any fees and taxes within fifteen (15) days from applicable due date for credit card or invoice payments, late charges of the lesser of one and one-half per cent (5%) per month or the maximum allowable under applicable law shall also become payable by you to Enterprise Leads. In addition, your failure to fully pay any fees and taxes within fifteen (15) days after the applicable due date will be deemed a material breach of this Agreement, justifying Enterprise Leads's suspension of its performance of the Services and/or termination of this Agreement. You are responsible for any fees associated with reinstated of Services. Any such termination would not relieve you from paying past due fees plus interest. In the event of collection enforcement, you will be liable for any costs associated with such collection, including, without limitation, reasonable attorneys' fees, court costs and collection agency fees.
2. Use of Services
2.1 Applicable Policies and Guidelines.
The Enterprise Leads Acceptable Use And Service Guidelines (the "Usage Guidelines") govern the general policies and procedures for use of the Services. Enterprise Leads's On-line Privacy Practices governs how Enterprise Leads collects, stores, processes and uses information associated with your use of the Services. The Usage Guidelines and the On-line Privacy Practices are posted on Enterprise Leads's Web site at http://www.Enterprise Leads.com and may be updated from time-to-time. YOU SHOULD CAREFULLY READ THE USAGE GUIDELINES. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THE USAGE GUIDELINES AND ANY MODIFICATIONS THERETO. Enterprise Leads RESERVES THE RIGHT TO TERMINATE YOUR ACCOUNT FOR ANY VIOLATION OF THE USAGE GUIDELINES OR THIS AGREEMENT.
2.2 Bandwidth, Data Storage.
You agree that use of the Services hereunder will not exceed the bandwidth, and data storage limits described on the Site. If you use any bandwidth or storage space in excess of the agreed upon number of megabytes per month, Enterprise Leads may, in its sole discretion, assess you with additional charges, suspend the performance of the Service, or terminate this Agreement. In the event that Enterprise Leads elects to take any corrective action, you will not be entitled to a refund of any unused pre-paid fees.
2.3 Foreign Access.
For security reasons, we restrict site access to United States IP addresses only. We do not offer web site access from outside the United States. No exceptions.
2.4 Data Archival.
To keep our database streamlined, data over 365 days (one year) will be automatically archived. This data may be restored from the archive for a restorage fee.
2.5 Automated Logon.
For security and bandwidth reasons, we do not allow automated or scripted browser logons.
3. Intellectual Property Rights
3.1 Your Warranties And Representations to Enterprise Leads.
You warrant, represent, and covenant to Enterprise Leads that (a) you are at least eighteen (18) years of age; (b) you possess the legal right and ability to enter into this Agreement; (c) you will use the Services only for lawful purposes and in accordance with this Agreement and all applicable policies and guidelines; (d) you will be financially responsible for the use of your account; (e) you have acquired or will acquire all authorization(s) necessary for hypertext links to third-party Web sites or other content; (f) you have verified or will verify the accuracy of materials distributed or made available for distribution via the Services, including, without limitation, your content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted, and (g) your content does not and will not infringe or violate any right of any third party (including any intellectual property rights) or violate any applicable law, regulation or ordinance.
3.2 Enterprise Leads Materials And Intellectual Property.
All materials, including but not limited to any computer software (in object code and source code form), data or information developed or provided by Enterprise Leads or its suppliers or agents pursuant to this Agreement, and any know-how, methodologies, equipment, or processes used by Enterprise Leads to provide the Services to you, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto shall remain the sole and exclusive property of Enterprise Leads or its suppliers. Enterprise Leads shall also maintain and control ownership of all Internet protocol ("IP") numbers and addresses that may be assigned to you by Enterprise Leads. Enterprise Leads reserves, in its sole discretion, the right to change or remove any and all such IP numbers and addresses.
4.1 Investigation of Violations.
Enterprise Leads may investigate any reported violation of this Agreement, the Addendum its policies or any complaints and take any action that it deems appropriate and reasonable under the circumstance to protect its systems, facilities, customers and/or third parties. Enterprise Leads will not access or review the contents of any e-mail or similar stored electronic communications except as required or permitted by applicable law or legal process.
Enterprise Leads reserves the right and has absolute discretion to restrict or remove from its servers any content that violates this Agreement, the Addendum or related policies or guidelines, or is otherwise objectionable or potentially infringing on any third party's rights or in potentially violation of any laws. In the event of becoming aware of any possible violation by you of this Agreement, the Addendum, any related policies or guidelines, third party rights or laws, Enterprise Leads may immediately take corrective action, including, but not limited to, (a) issuing warnings, (b) suspending or terminating the Service, (c) restricting or prohibiting any and all uses of content hosted on Enterprise Leads's systems, and/or (d) disabling or removing any hypertext links to third-party Web sites, any of your content distributed or made available for distribution via the Services, or other content not supplied by Enterprise Leads which, in Enterprise Leads's sole discretion, may violate or infringe any law or third-party rights or which otherwise exposes or potentially exposes Enterprise Leads to civil or criminal liability or public ridicule. It is Enterprise Leads's policy to terminate repeat infringers. The above stated rights of action, however, do not obligate Enterprise Leads to monitor or exert editorial control over the information made available for distribution via the Services. In the event Enterprise Leads takes corrective action due to such possible violation, Enterprise Leads shall not be obligated to refund to you any fees paid in advance of such corrective action.
4.3 Disclosure Rights.
To comply with applicable laws and lawful governmental requests, to protect Enterprise Leads's systems and customers, or to ensure the integrity and operation of Enterprise Leads's business and systems, Enterprise Leads may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e., name, e-mail address, etc.), IP addressing and traffic information, usage history, and content residing on Enterprise Leads's servers and systems. Enterprise Leads also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. To the extent any inconsistency exists between any terms of Enterprise Leads's On-line Privacy Practices and Enterprise Leads's right disclose under this section, Enterprise Leads's right to disclose under this section will control.
5. Disclaimed Warranties
You acknowledge and agree that Enterprise Leads exercises no control over, and accepts no responsibility for, the content of the information passing through Enterprise Leads's host computers, network hubs and points of presence, or the Internet. ALL SERVICES PERFORMED HEREUNDER ARE PERFORMED "AS IS" AND WITHOUT WARRANTY AGAINST FAILURE OF PERFORMANCE INCLUDING, WITHOUT LIMITATION, ANY FAILURE DUE TO COMPUTER HARDWARE OR COMMUNICATION SYSTEMS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, Enterprise Leads DOES NOT MAKE AND HEREBY DISCLAIMS, AND YOU HEREBY WAIVE ALL RELIANCE ON, ANY REPRESENTATIONS OR WARRANTIES, ARISING BY LAW OR OTHERWISE, REGARDING THE SERVICES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE.
6. Limitations and Exclusion of Liability
IN NO EVENT SHALL Enterprise Leads OR ITS SUPPLIERS HAVE ANY LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF INFORMATION DISTRIBUTED OR MADE AVAILABLE FOR DISTRIBUTION VIA THE SERVICES THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. NEITHER Enterprise Leads NOR ITS SUPPLIERS SHALL HAVE LIABILITY WITH RESPECT TO Enterprise Leads'S OBLIGATIONS UNDER THIS AGREEMENT, THE ADDENDUM OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF Enterprise Leads HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE FOREGOING LIMITATION OR EXCLUSIONS MAY NOT APPLY TO YOU. IN ANY EVENT, THE LIABILITY OF Enterprise Leads AND ITS SUPPLIERS TO YOU FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO Enterprise Leads BY YOU UNDER THIS AGREEMENT AND THE ADDENDUM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM ACCRUED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. THE FEES FOR THE SERVICES SET BY Enterprise Leads HEREUNDER HAVE BEEN AND WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK. ACCORDINGLY, YOU HEREBY RELEASE Enterprise Leads AND ITS SUPPLIERS FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIM IN EXCESS OF THE LIMITATION STATED IN THIS SECTION 6.1.
6.2 Interruption of Service.
You hereby acknowledge and agree that Enterprise Leads and its suppliers will not be liable for any temporary delay, outages or interruptions of the Services. Further, Enterprise Leads shall not be liable for any delay or failure to perform its obligations under this Agreement, where such delay or failure results from any act of God or other cause beyond its reasonable control (including, without limitation, any mechanical, electronic, communications or third-party supplier failure).
You hereby release and hold harmless, and agree to indemnify, Enterprise Leads and its affiliates and suppliers (and their respective employees, directors and representatives) against any and all claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by Enterprise Leads or its suppliers, arising out of or relating to (a) your violation or breach of any term, condition, representation or warranty of this Agreement, the Addendum or any applicable policy or guideline; (b) your improper or illegal use the Services; or (c) your violation, alleged violation, or misappropriation of any intellectual property right (including, without limitation, trademark, copyright, patent, trade secrets) or non-proprietary right of a third party (including, without limitation, defamation, libel, violation of privacy or publicity).
8. MISCELLANEOUS PROVISIONS
8.1 Entire Agreement.
This Agreement, in conjunction with the Addendum and all policies and guidelines incorporated herein by reference, constitutes the entire agreement between you and Enterprise Leads with respect to the subject matter hereof and there are no representations, understandings or agreements, which are not fully expressed in this Agreement and the related policies and guidelines.
8.2 No Fiduciary Relationship.
No Third-Party Beneficiaries. Enterprise Leads is not the agent, fiduciary, trustee or other representative of you. Except for the rights of Enterprise Leads's suppliers under sections 6 and 7 hereof, nothing expressed or mentioned in or implied from this Agreement or the Addendum is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to this Agreement and the Addendum. This Agreement and the Addendum and all of the representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of the parties hereto.
Except as expressly provided in this Agreement, no amendment, change, waiver, or discharge hereof or to the Addendum shall be valid unless in writing and signed by the parties.
With your permission, Enterprise Leads may, free of any obligation to pay compensation, use your name and identify you as a Enterprise Leads client, in advertising, publicity, or similar materials distributed or displayed to prospective clients.
8.5 Choice of Law and Forum.
THIS AGREEMENT, INCLUDING THE ADDENDUM, WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES AND THE STATE OF CALIFORNIA, WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS. ANY ACTION RELATING TO THIS AGREEMENT MUST BE BROUGHT IN THE FEDERAL OR STATE COURTS LOCATED IN ORANGE COUNTY, CALIFORNIA, AND YOU IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS.
8.6 Compliance With Laws.
You shall at all times comply with all applicable laws and regulations and shall indemnify and save Enterprise Leads harmless from your failure to so comply. You agree that Enterprise Leads shall not have to perform any obligations set forth in this Agreement if such performance would violate any present or future law, regulation or policy of any applicable government.
You shall not use the Services in any way that violates U.S. export laws, including without limitation, uses related to the proliferation of weapons of mass destruction, prohibited chemical, biological, or nuclear weapons or missile use. You agree that you are not located in, under control of, or a national or resident of any country restricted as a destination by U.S. law or on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders.
You may not assign this Agreement or any right or obligation hereunder or under the Addendum, by operation of law or otherwise, without Enterprise Leads's prior written consent. Enterprise Leads may assign its rights and obligations under this Agreement or the Addendum, and may utilize affiliate and/or agents in performing its duties and exercising its rights hereunder, without your consent. Subject to that restriction, this Agreement and the Addendum will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
8.8 No Waiver.
Enterprise Leads's failure to enforce the strict performance of any provision of this Agreement or the Addendum will not constitute a waiver of Enterprise Leads's right to subsequently enforce such provision or any other provisions hereunder.
Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement and the Addendum, if applicable, shall nonetheless remain in full force and effect and, if the subject term or provision is deemed to be invalid, void or unenforceable only with respect to a particular application, such term or provision shall remain in full force and effect with respect to all other applications.
The section headings used herein are for reference and convenience only and shall not enter into the interpretation hereof.
All provisions of this Agreement and the Addendum relating to your warranties, intellectual property rights, limitation and exclusion of liability, your indemnification obligations and payment obligations shall survive the termination or expiration hereof and thereof.
Copyright © 2012 Enterprise Leads Inc.