The following terms and conditions (“Terms of Service” or “ToS”) – together with the Purchase Agreement (“Agreement”) – govern all use of the PerfectLeads website and associated digital properties (the “Service”) and all content, services, features, activities, and products available at or through the Service. The Service is owned and operated by Perfect Leads, LLC (“PerfectLeads”). Please read these Terms of Service carefully before using the Service.
BY USING OR ACCESSING THE SERVICE, CUSTOMER (as defined in Agreement) AGREES TO BE BOUND BY THIS TERMS OF SERVICE AND ALL TERMS, POLICIES, AND GUIDELINE INCORPORATED IN THE TERMS OF SERVICE BY REFERENCE. THIS AGREEMENT IS LEGALLY BINDING AND CONDITIONS YOUR USE OF THE SERVICE. If Customer does not agree to all the terms and conditions of this Agreement, they may not use the Service.
- Description of PerfectLeads Service
PerfectLeads continuously examines websites from around the world to gather, augment and interpret publicly available data pertaining to business entities, and for the purpose of helping Customers to identify companies that would make suitable candidates for their products and services. PerfectLeads delivers these results through a web application, email and the ability for Customers to export reports they have curated.
- Intellectual Property
The Service is protected by copyright, trade secret and other forms of intellectual property, all of which belongs to PerfectLeads and is the confidential information of PerfectLeads. All rights, title and interest in and to the Service and all modifications to the Service (and all associated intellectual property rights) are and will remain vested in PerfectLeads. Law and international treaties protect these rights. Customer acknowledges that no rights other than those rights granted herein to use the Service, license or interest to any PerfectLeads’ intellectual property, including but not limited to, copyright, trademarks and/or trade names are granted under this Agreement.
The Service is licensed to the Customer, not sold.
Customer may not sublicense, resell, share with anyone other than a Representative (as hereinafter defined) (and provided each such Representative is registered as an additional user of the Service), assign (except as set forth herein), pledge, rent or transfer (except as set forth herein) any of their rights under this Agreement in relation to the Service or any portion thereof without explicit permission in writing from PerfectLeads, which PerfectLeads shall not unreasonably withhold.
Customer may not use any robot, crawler, spider, scraper, or other automated means to access the Service for any purpose without PerfectLeads’ express written permission or bypass PerfectLeads’ robot exclusion files or other measures used to prevent or restrict access to the Service.
Customer is expressly prohibited from reverse engineering, decompiling, disassembling or otherwise attempting to discover the PerfectLeads source code or Service database.
Customer may not (a) use the Service for any unlawful purpose, or (b) use the Service in a manner that may damage, disable, overburden or impair the PerfectLeads Service.
Customer shall provide PerfectLeads with accurate, complete information during the initial registration for the Service. It is Customer’s responsibility to inform PerfectLeads of any changes to such information. Each password is solely for one designated person.
Customer may not permit (a) any other person to use the Service under Customer’s name; or (b) make available to multiple users Service licensed for a single user. For billing purposes, the license count is determined by the number of users that connect to the Service. In the event the number of users accessing the Service exceeds the number of users for which licenses have been granted, PerfectLeads shall invoice Customer for any additional users for the remainder of the then current subscription term on a pro-rated basis in accordance with the fees listed on the Service.
- Content Ownership
PerfectLeads shall at all times retain full right and ownership of the information and content provided by the Service. By entering into this Agreement Customer affirms that such action will not violate any applicable contract, policy, law or regulation to which the Customer is currently subject.
- Usage of Customer’s logo
Customer grants PerfectLeads the right to use the Customer’s logo. PerfectLeads may not modify or change the logo in any way and the logo may only be used for purposes of identifying Customer as a PerfectLeads customer. The logo shall not be used in any manner, which may be considered, in Customer’s sole discretion, disparaging or negative. Customer has the right to revoke the license to use logo at any time in its sole discretion.
- Information Collected From Browser Extension
Customer’s use of the Service may include use of browser extensions to collect information about websites visited by Customer. This plugin may collect information such as the technology used by a website, domain name, location of website, contacts, and other sanitized information. These data may be transmitted and stored on PerfectLeads servers and used to provide more accurate data and complete coverage to benefit all PerfectLeads Customers. PerfectLeads does not combine the information collected through the use of the browser extension with personally identifiable information and does not sell, trade, disclose, share or otherwise transfer to outside parties the information so collected.
- Payment for Service
Customer shall pay PerfectLeads the Service fee in accordance with the terms of this Agreement. All payments must be made in U.S. dollars and, when paid, are non-cancelable, non-contingent and non-refundable, except as otherwise provided herein.
If Customer chooses to make payment by credit card, Customer shall grant permission to PerfectLeads to charge Customer’s credit card on a monthly recurring basis until PerfectLeads or Customer terminates the Service.
PerfectLeads is not responsible for any additional bank fees, interest charges, finance charges, over draft charges, or other fees resulting from charges billed by PerfectLeads.
Payment is due upon receipt of invoice by Customer. Invoices are considered delinquent if unpaid within thirty (30) days of the invoice date, provided that the invoice date is not materially earlier than the date at which the invoice is received, at which time services will become subject to suspension.
In the event any payment is past due, PerfectLeads may, at its reasonable discretion, (i) apply a late charge equal to the lesser of 1% per month on the unpaid balance or the highest rate permitted by applicable law; (ii) require Customer to provide a service deposit to guarantee payment for the Service equal to the value of the monthly service fee; and/or (iii) take any action in connection with any other right or remedy PerfectLeads has under this Agreement, at law or in equity.
7.2. Confidential Fee Information
The pricing of the Service by PerfectLeads, both for its elements and in the aggregate is PerfectLeads’ Confidential Information (as hereinafter defined). Unauthorized disclosure of Confidential Information shall constitute a breach of the terms of this Agreement.
7.3. Changes in Fees
PerfectLeads may, upon any notice required by applicable law and this Agreement, change the fees for the Service at any time or impose additional fees or charges. Such changes will be effective immediately upon receiving the notice by Customer; provided, however, that such fee changes will be effective only as to prospective Service orders after the effective date of such change.
Customer may terminate the Service, pursuant to the terms of this Section 8, by contacting PerfectLeads at email@example.com.
8.1. Termination for Cause
Either Party may terminate this Agreement for cause by delivering written notice to the other Party upon the occurrence of any of the following events: (a) a receiver is appointed for the other Party or its property; (b) the other Party makes a general assignment for the benefit of its creditors; (c) the other Party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law which proceedings are not dismissed within 60 days; (d) the other Party is liquidated or dissolved; (e) the other Party ceases to do business or otherwise terminates its business operations; or (f) the other Party defaults or fails to perform any material obligation hereunder in any material respect, which default or failure is not cured within thirty (30) days after written notice thereof from the non-defaulting Party stating its intention to terminate this Agreement by reason thereof. In the event that Customer terminates this Agreement in accordance with this Section 8.1, PerfectLeads shall issue to Customer a prorated refund of all prepaid fees for services not rendered.
8.2. Termination by PerfectLeads
PerfectLeads may, subject to the terms of this Section 8.2, suspend the Service or terminate this Agreement, effective upon notice, should Customer’s use of the Service, content, or transmitted or transferred material directly or indirectly, actually or allegedly (a) violate any United States, state, local or other applicable law, regulation, rule or order of any applicable regulatory authority or court of competent jurisdiction, (b) be used for or involved in any defamatory, threatening or obscene purpose or in violation of any U.S. community standard. In the event there is a Change of Control with respect to Customer, PerfectLeads may terminate this Agreement with 30 days’ notice to Customer, provided that PerfectLeads determines in good faith that the financial condition of the resulting entity or the transferee of Customer is either not as strong as that of Customer prior to the Change of Control, is insufficient to fulfill the obligations of Customer under this Agreement, or otherwise presents a credit risk.
8.3. Termination by Customer without Cause
Customer may terminate this Agreement without cause at any time prior the expiration term of the Agreement (“Early Termination”). In the event of such Early Termination by Customer, total fees for the remainder of the Service Period as specified in the Agreement shall immediately become due and payable by the Customer.
8.4. Termination by PerfectLeads for Non-Payment
In the event Customer fails to pay any fees or charges within thirty (30) days of the invoice date, and Customer fails to cure such non-payment within fifteen (15) days of receiving written notice from PerfectLeads of said non-payment, PerfectLeads may terminate this Agreement and/or Service, at PerfectLeads’ sole discretion. Termination for non-payment will not relieve Customer’s responsibilities under this Agreement including, but not limited to, its obligation to pay fees up to the date of termination and any Early Termination Fees due and owing at the date of termination. Once payment has been made, access to the service shall be restored for the remaining service period.
8.5. Effect of Termination
Upon expiration or termination, the Service shall terminate, and Customer shall thereafter cease all use of the Service.
- Relationship of Parties
Neither this Agreement nor the parties’ business relationship established hereunder will be construed as a partnership, joint venture or agency relationship or as granting a franchise. Neither Party will attempt to, or will have the right to, legally obligate the other Party.
Except for those warranties expressly made hereunder, PerfectLeads expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, or results to be obtained by partner in connection with the use of the Service. Notwithstanding the forgoing, PerfectLeads represents and warrants that services provided to Customer will not infringe the intellectual property rights of either party or third parties, or violate any applicable law or regulation.
- Limitation of Liability
Neither party shall be liable to each other or any entity claiming through or under the other party, whether as a result of single or multiple claims, for any loss of profit or income or any consequential, incidental, special, punitive, or indirect damages, whether in an action for contract or tort, in connection with this agreement, even if the applicable party has been advised of the possibility of such damages. Furthermore, excluding claims for indemnification, willful misconduct, or fraud, in no event shall either party’s total liability for any cause of action, claims, damages, fees or expenses exceed, in the aggregate, the amount of fees paid by Customer in the twelve (12) months prior to the date the cause of action arose.
During the term and for a period of three years after the expiration or termination of this Agreement, neither party will disclose the other’s Confidential Information without the other’s written consent except (a) to obtain advice from legal or financial consultants, or (b) if compelled by law, in which case the disclosing party will use commercially reasonable efforts to give the other party notice of the requirement so the disclosure can be contested. Each party will take reasonable precautions to safeguard the other’s Confidential Information, which will be at least as great as those the party takes to protect its own Confidential Information, but in no event less than reasonable care. Each party will disclose the other’s Confidential Information to its employees, agents, representatives and consultants (each, a “Representative”) only on a need-to-know basis and subject to reasonable confidentiality obligations upon such persons. When Confidential Information is no longer necessary to perform any obligation under this Agreement, each party will return it to the other or destroy it at the other’s request. “Confidential Information” means information marked or otherwise identified in writing by a party as proprietary or confidential or that, under the circumstances surrounding the disclosure, ought reasonably be known to constitute proprietary or confidential information. Confidential Information of PerfectLeads includes, but is not limited to, non-public information regarding the operation of the Service and the terms of this Agreement. Confidential Information does not include information which: (a) the recipient developed independently; (b) the recipient rightfully knew before receiving it from the disclosing party; or (c) is or subsequently becomes publicly available or is received from another source, in both cases other than by a breach of an obligation of confidentiality.
- Applicable Law
The laws of the United States and, specifically, those of the state of California, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between Customer and PerfectLeads or its affiliates. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in Santa Clara County, California. Notwithstanding any provisions herein, PerfectLeads may seek injunctive relief in any court of competent jurisdiction.
- Agreement to Arbitrate
Certain portions of this Section are deemed to be a “written agreement for arbitration” pursuant to the Federal Arbitration Act. Customer and PerfectLeads agree that their intent is for this Section to satisfy the “writing” requirement of the Federal Arbitration Act. If any controversy, allegation, or claim arises out of or relates to the Service, the Service, or this Agreement, then either Customer or PerfectLeads may elect to submit the Dispute to be finally and exclusively resolved by binding arbitration before a sole arbitrator in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. If an in-person arbitration hearing is required, then it will be conducted in Santa Clara County, California.
- Attorney’s Fees
In any action/arbitration brought under this agreement, the prevailing party will be entitled to recover its costs and reasonable attorneys’ fees and all other litigation costs, including expert witness fees, and all reasonable attorneys’ fees and costs incurred in connection with the enforcement of a judgment arising from any action or proceeding.
- Notices/Electronic Communication.
All notices given in accordance with the provisions of this Agreement shall be in writing and sent by first class mail or email, to the addresses indicated in the attached Agreement, or such other address as either party may indicate by at least ten (10) days prior written notice to the other party.
The Parties agree to receive electronic documents and accept electronic signatures (information attached or logically associated with such document and clicked or otherwise adopted with an intent to sign) including in counterparts which shall be valid substitutes for paper-based documents and signatures, and the legal validity of a transaction will not be denied on the ground that it is not in writing.
Any notices to PerfectLeads must be sent to:
21051 Warner Center Lane
Woodland Hills, CA 91367
This Agreement may be modified only (i) by obtaining our written consent in an agreement signed by an officer of PerfectLeads; or (ii) as set forth below in the immediately following paragraph. Customer agrees that PerfectLeads may modify the terms of this Agreement or any policy governing the Service from time to time, and that your right to access the Service is conditioned on an ongoing basis with your compliance with the then-current version of this Agreement. We will notify you of any material revisions or modifications to the Agreement by (i) posting a notice on the Service for 30 days following any revisions or modifications to this Agreement, or (ii) posting a notice on the Service the first time that you visit the Service following such revisions or modifications or (iii) providing direct notice of such changes in a communication to your client account. By continuing to use the Service following receipt of such notice, you consent to the revised or modified terms of this Agreement.
If any term of this Agreement is, for any reason, held to be invalid, unenforceable, or contrary to public policy, law, statute and/or ordinance, then the remainder of this Agreement shall not be affected by such determination and shall remain valid and fully enforceable.
- All Waivers in Writing
A failure by any Party to enforce any term of this Agreement upon its breach does not waive enforcement of the term that was violated, nor does it waive enforcement of any other term of this Agreement. To be effective, any waiver of rights under this Agreement must be in writing and signed by the Party waiving such right(s).
This Agreement may be executed in one or more separate counterparts, each of which, when executed, shall be deemed an original and shall together constitute one Agreement, which may be sufficiently evidenced by any one counterpart, and each of which shall be fully effective against all persons executing or claiming under this Agreement. Facsimile signatures shall have the same force and effect as original signatures.
The captions of this Agreement are solely for convenience of the Parties, do not comprise any part of this Agreement, and shall not be used to interpret or determine the validity of any provision in it.
- Complete Agreement.
This Agreement is the final, complete, and exclusive Agreement concerning its subject matter, superseding any prior or contemporaneous written or oral agreements. There are no other representations, warranties, agreements or undertakings, written or oral, between or among the Parties to this Agreement, or those released in it, that are not fully expressed in this writing.
- Effective Date of these Terms of Service.
These Terms of Service are effective as of November 15, 2014.