Terms & Conditions
Terms & Conditions
2.1 Engagement. Subject to the terms and conditions of this Agreement (including Customer’s obligation to pay for Service access), Provider shall perform the Services listed on Exhibit A.
2.2 Restrictions on Use. Customer agrees, represents, and warrants to Provider, both during and after the term of this Agreement, the following provisions:
(a) Unless expressly authorized in the Permitted Applications, the Service is for the sole use within Customer’s own organization and by Customer’s own employees or agents.
The Service may not be shared with affiliates or any third party, including joint marketing arrangements.
(b) Unless expressly authorized in the Permitted Applications, Customer shall not: (i) disclose, use, disseminate, reproduce or publish any portion of the Service in any manner, (ii) permit any parent, subsidiaries, affiliated entities or other third parties to use the Service or any portion thereof (iii) process any portion of the Service or permit any portion of the Service to be processed with other data or software from any other source, (iv) allow access to the Service through any terminals located outside of Customer’s operations, or (v) use the Service to create derivative products.
(c) Customer shall (i) abide by all prevailing federal, state, and local laws and regulations of any kind governing fair information practices and consumers’ rights to privacy, including without limitation any applicable non-solicitation laws and regulations; and (ii) limit access to consumer information to those individuals who have a “need to know” in connection with Customer’s business and will obligate those individuals to acknowledge consumers’ rights to privacy and adhere to fair information practices and consumer’s right to privacy.
(d) Customer shall not use the Service in any way that (i) infringes on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy, (ii) violates any law, statute, ordinance or regulation, or (iii) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing.
(e) Unless expressly authorized in the Permitted Applications, Customer shall not remove, alter or obscure any proprietary notices in the Service or other materials provided by Provider hereunder and shall reproduce all such notices on all copies or portions thereof; and Customer shall not provide or cause to be provided the Service to a Processor.
2.3 Relationship Between Parties. Provider will act as an independent contractor under the terms of this Agreement and to perform specific Services. Provider shall retain the power and authority to supervise and control performance of the Services by Provider’s employees, including the power to discipline, hire and fire Provider’s employees.
Nothing in this Agreement shall be construed to (a) give either Party the power to direct or control the daily activities of the other Party, or (b) constitute the parties as employer and employee, franchisor and franchisee, licensor and licensee/sublicensor, partners, joint venturers, co-owners or otherwise as participants in a joint undertaking. Provider recognizes that the needs of Customer may change over the course of this Agreement, and will accommodate such changing needs with modification of the specified Services by mutual agreement based on an equitable shift in work effort.
2.4 Provision of Information and Personnel. Customer shall make available to Provider such information as is reasonably required for Provider to effectively fulfill and perform the Services. Such information includes, but is not limited to, monthly updates on performance of Services for the duration of this Agreement or any amendments thereto. Notwithstanding the foregoing, Customer agrees to make its team available to Provider according to the relevant areas of responsibility as needed for completing the Scope of Work or Services.
2.5 Failure by Customer of Delivery of Information. Customer shall deliver all information necessary for Provider to perform the Services listed in Exhibit A. In the unlikely event, that Customer cannot deliver the information to Provider, then Customer shall not hold Provider liable for failure of execution of Services listed in Exhibit A.
3.1 Costs of Performing Services. If applicable, all costs (such as travel) reported by Provider to Customer pursuant to this Agreement shall be reasonable and necessary costs and pre-approved by the Customer. Customer shall reimburse Provider for all pre-approved Costs. The only additional costs by customer/client should be tools needed such as “LinkedIn Sales Navigator” or an auto responder account, or an online calendar account.
3.2 Invoice and Payment. Provider shall submit invoices to Customer for the Service Fees, together with the written report of Costs as provided under 3.1 above, at such times and for such periods and upon such payment terms as may be agreed from time to time between the Customer and the Provider. All Service Fees shall be payable in U.S. Dollars. A subscription payment can also be provided for ongoing automatic charges instead of monthly invoices sent.
4.1 Calculation of Service Fees. In consideration for the Services performed by Provider hereunder, Customer shall pay all Provider’s Costs plus the fees for Services and/or Scope of Work and corresponding payment terms as specified in Exhibit A (collectively, the “Service Fees”). The Service fees shall be paid monthly within three (3) days of Provider invoice, unless provided differently in Exhibit A.
4.2 Billing; Payments; Late Fees. At the end of each Provider monthly billing cycle, Provider will invoice Customer for all Fees incurred by Customer during such billing cycle. Customer will pay the invoice in full within three (3) days of receipt. If full payment is not made, a charge equal to one and one-half percent (1.5%) will be added to the balance due, not to exceed the maximum legal limit permitted by law. If Customer becomes thirty (7) or more days past due, the Services shall be suspended until all past due charges are paid, and Customer shall be in default of this Agreement. Customer will continue to be responsible for any monthly minimum charge during any period that Services are suspended or not delivered due to Customer’s breach. If it becomes necessary for Provider to enforce this Agreement through an attorney, collection agency, or directly through small claims court, Customer shall pay all attorney’s fees, agency fees, court costs, and other collections costs, including without limitation post-judgment costs for legal services at trial and appellate levels. Delinquency may affect Customer’s credit rating.
4.3 Taxes. Each Party shall bear and pay all of its own taxes (including, without limitation, income taxes) arising under applicable laws in connection with the performance of this Agreement.
At all times during the term of this Agreement, Customer shall maintain full, complete and accurate books of account and records with regard to its activities under this Agreement.
6.1 Term. The initial term of this Agreement shall be for a period of month to month(s), commencing on the Effective Date. The Customer shall have the option to automatically renew for additional successive one (1) month terms, unless terminated pursuant to Subsection 5.2 (Termination) of this Agreement.
6.2 Termination. Although this Agreement may not be terminated without cause during the initial term, either party may forego automatic renewal by giving the other party not less than _one calendar days written notice of termination prior to the expiration of the then-current term.
If either party breaches any provision of this Agreement, the non-breaching party shall, upon providing written notice of such breach, be entitled to immediately terminate this Agreement, provided such breach is not cured within thirty (30) days following such notice.
If this Agreement is terminated as a result of a breach, the non-breaching party shall, in addition to its right of termination, be entitled to pursue legal remedies against the breaching party. Notwithstanding the foregoing, if Customer is in breach under Section 4 (Fees) of this Agreement, Provider may terminate this Agreement effective ten (10) days after giving Customer written notice of such default, unless Customer shall have remedied the breach within such ten (10) day period.
6.3 Payment upon Expiration or Earlier Termination. Upon the expiration or termination of this Agreement as set forth above in Subsections 5.1 (Term) and 5.2 (Termination), Customer shall pay Provider in full for all products actually delivered and services actually performed by Provider under this Agreement prior to the effective date of such expiration or termination.
Customer shall limit use of the Service to its employees who have been appropriately trained.
If the Permitted Applications include providing a Service to End Users, Customer agrees to contractually require all End Users to sign an agreement with substantially similar terms to this Agreement. Customer warrants that in no event shall End Users’ use of the data be unrestricted or expand beyond the Permitted Applications of this Agreement. This Section is not intended to provide the Service to End Users unless specifically provided for in the Permitted Applications. Customer shall be liable for any violation of the terms and conditions of this Agreement on behalf of the End Users, or Processor arising out of End Users’, or Processor’s use of the Service as defined under this Agreement.
The Proprietary Information is and shall remain the sole and exclusive property of Provider. Customer shall have only the limited rights with respect to the Proprietary Information expressly granted in this Agreement, and all rights not expressly granted by Provider are reserved. Customer agrees that only Provider shall have the right to alter, maintain, enhance or otherwise modify the Proprietary Information. Customer shall not disassemble, decompile, manipulate or reverse engineer the Proprietary Information and shall take all necessary steps to prevent such disassembly, decompiling, manipulation or reverse engineering of the Proprietary Information. Under no circumstances shall Customer sell, Services, publish, display, copy, distribute, or otherwise make available the Proprietary Information in any form or by any means, except as expressly permitted by this Agreement, including without limitation the transfer to a third party or, if not expressly prohibited by this Agreement, as allowed under the fair use provision of the Copyright Act, 17 U.S.C. § 107. Customer will take all reasonable steps, in accordance with the best industry practices, to protect the security of the Proprietary Information and to prevent unauthorized use or disclosure. Customer is responsible for all access to and use of the Proprietary Information by Customer’s employees or agents or by means of Customer’s equipment or Customer’s Provider usernames and passwords, whether or not Customer has knowledge of or authorizes such access or use.
Provider SHALL HAVE NO LIABILITY UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT FOR ANY LOSS, LOSS OF PROFIT OR REVENUE OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF Provider IS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.
Customer agrees to indemnify, defend and hold Provider harmless from and against all third party claims, losses, liabilities, costs and expenses arising out of or related to the use of the Service by the Customer, or attributable to Customer’s breach of this Agreement, provided that Provider gives Customer prompt written notice of any such claim.