1. Lead Forensics is a B2B website analytics service that provides insight and reporting solutions to our customers. The service is designed to match website traffic to known company information. By signing this agreement, the Customer acknowledges that not all website traffic can be matched. As far as company-related data is available, Lead Forensics will provide the Customer with any or all of the following: business names, location of the business, website address, telephone number, employee size, industry, and time and date of visit. A dedicated portal allows customers to access company-related data and reporting functionality. The Customer can add unlimited users to their portal.
2. Lead Forensics may make amendments to this Agreement from time to time provided that such amendments are notified to the Customer in writing (“Amendment Notice”). Unless the Customer notifies Lead Forensics in writing within 14 days of the date of the Amendment Notice that such changes are not accepted by the Customer the proposed changes will be deemed accepted by the Customer. For the purposes of this clause “in writing” shall be via email to the customer notifications email address as stated in this order form. It is the customer’s responsibility to monitor this email account, and if they wish to change this email account they may do so by emailing [email protected]. No other representations or conversations form part of this contract.
3. Upon the expiration of the initial term of this agreement, and all subsequent terms, this Agreement will automatically renew for successive renewal terms for the same duration of paid months as the initial agreement, unless either Party provides notice to the other Party of its intent not to renew at least ninety days prior to expiration of each current term. To provide notice the Customer must inform Lead Forensics by phone. The customer should arrange this call with their Customer Success Manager by emailing [email protected]. Once this call and any required actions have been completed, Lead Forensics will provide confirmation by email to the customer to confirm that the account has been closed and will not renew.
4. At the start of each Renewal Period, the Service Charge fees will be reviewed subject to the following conditions:
a) If the prior terms service charge was subject to a discount from our standard fees, such discount will not apply to any subsequent periods of service. Service Charge fees will revert to our standard list price as is current at the time.
b) Should the domain(s) covered by this contract and any associated amendments see website’s average monthly traffic level increase by more than 10%, Lead Forensics reserves the right to review the service charge in line with our standard pricing.
c) If no such service charge discount or usage increase applies per items a. or b. above, then an automatic 10% increase will apply to the service fees at the start of each new renewal term.
5. This is an agreement for services, and the Customer is not granted a license to any software, code, or other intellectual property by means hereof. The Customer will not copy, translate, adapt, or modify any of Lead Forensics’ code or analytics which shall remain the property of Lead Forensics and its licensors absolutely at all times. For the avoidance of doubt all materials, processes, initiatives, data systems or software, code, specifications, designs, database rights, and rights in designs or inventions shall belong to Lead Forensics and its licensors absolutely.
6. Both parties hereby agree to keep in strict confidence all technical or commercial know how, specifications, inventions, processes or initiatives which are of a confidential nature but which are disclosed during the term of this contract. The Customer will use the analytics for their own internal use and will not make it available to any third party without the express permission of the Lead Forensics data compliance team ([email protected]).
7. Neither party shall (except with the prior written consent of the other party) during the term of this Agreement or for 12 months following its termination either directly or indirectly solicit or entice away (or seek to attempt to solicit or entice away) from the employment of the other party any person employed by that other party’s group who has been engaged in the receipt or provision of the Services or the management of this Agreement or any significant part thereof either as principal, agent, employee, independent contractor or in any other form of employment or engagement.
8. Payments made via a credit card will incur an additional 3% fee. Interest will be charged on overdue amounts at the rate of the lesser of 1.5% per month or the maximum amount allowed under applicable law, and the Customer shall be liable for all costs and fees, including reasonable attorney’s fees, incurred by Lead Forensics in the enforcement of this Agreement and in the collection of any amounts due hereunder. If the Customer fails to pay any of the fees and charges due hereunder (which are not in dispute) and fails to cure such delinquency within thirty (30) days following notice of non-payment, Lead Forensics shall have the right, in its sole and absolute discretion, to immediately suspend all or a part of the Services. The Customer shall remain liable for all unpaid fees and charges incurred during any period of suspension, notwithstanding that all or a part of the Services may not have been provided by Lead Forensics.
9. Either Party shall be entitled to terminate this Agreement upon 30 days’ prior notice in the event of material breach of this Agreement by the other Party that isn’t cured within such 30-day notice period. Lead Forensics shall be entitled to terminate this Agreement immediately in the event that the Customer ceases to conduct its business, or is adjudged insolvent or bankrupt, or upon the institution of any proceeding regarding insolvency, receivership, liquidation or assignment for the benefit of creditors, with respect to the Customer’ business.
10. In no event shall termination of this Agreement for any reason relieve the Customer of the obligation to pay any fees payable to Lead Forensics for the period prior to the effective date of termination.
11. (a) Except for the express warranties set forth herein, the services and all data are provided on an “as is” basis. Lead Forensics and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy, or completeness of the services. Lead Forensics and its licensors do not represent or warrant that (i) the use of the services will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (ii) the Services will meet Customer requirements or expectations, (iii) the Services will result in sales, (iv) any stored data will be accurate or reliable, (v) errors or defects will be corrected, or (vi) the Services or the server(s) that make the Services available are free of viruses or other harmful components. The Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Lead Forensics is not responsible for any delays, delivery failures, or other damage resulting from such problems. All conditions, representations, and warranties, whether express, implied, statutory, or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights, are hereby disclaimed to the maximum extent permitted by applicable law by Lead Forensics and its licensors.
(b) In no event shall Lead Forensics and/or its licensors’ aggregate liability for claims arising under the agreement exceed the amounts actually paid by and/or due from Customer in the twelve (12) month period immediately preceding the event giving rise to such claim. In no event shall either party and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with the Services, including but not limited to the use or inability to use the Services, any interruption, inaccuracy, error or omission, even if the party from which damages are being sought or such party’s licensors have been previously advised of the possibility of such damages.
12. The Customer will indemnify, defend and hold Lead Forensics and its officers, directors, employees, agents, service providers, licensors, and affiliates harmless, at its expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against Lead Forensics (and/or its officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with Lead Forensics to the extent that such Action is based upon or arises out of (a) Customer’s misuse of the Services; or (b) Customer’s noncompliance with or breach of this Agreement, or (c) the unauthorized use of the Services on a website other than the site specified in this Agreement.
13. The Customer will have access to website visitor data where available through the service. This data may include both Lead Forensics data and third party data and the Customer agrees to the following conditions of use:
a) The customer has a limited right to use the data, and portions thereof, for their own internal sales and marketing business use
Resale of the data, or portions thereof, is prohibited
b) The data, or portions thereof, is a copyrighted work of Lead Forensics and/or Lead Forensics third party providers
c) Upon termination of this agreement, the Customer agrees to delete all data derived from the service, and to confirm to Lead Forensics that this has been done. The exception to this will be any data whereby the Customer has successfully made contact with a business and is now in communication with them ongoing either as a prospect or customer.
d) The Customer is solely responsible for compliance with all applicable laws regarding their use of the product, the data, or portions thereof. Lead Forensics is the Data Processor, and the Customer is the Data Controller. The Customer and Lead Forensics agree to the Data Protection Agreement (DPA) provisions listed here: https://www.leadforensics.com/data-processing-agreement-v7/, which form an integral and binding part of this Agreement. In case of any conflict or inconsistency between the DPA terms and any other terms in the Customer Agreement(s), the DPA terms shall prevail.
14. For the purposes of this contract Force Majeure Event means an event beyond the reasonable control of Lead Forensics including but not limited to failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. Lead Forensics shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this contract as a result of a Force Majeure Event. If the Force Majeure Event prevents Lead Forensics from providing any of the services under this contract for more than 8 weeks, Lead Forensics shall, without limiting its other rights or remedies, have the right to terminate this contract immediately by giving written notice to the Customer.
15. This Agreement shall be governed by Georgia law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Atlanta, Georgia. The Customer hereby submits to the jurisdiction of such courts for the adjudication of any dispute governed hereby.
16. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. Should any of the obligations of this Agreement be found illegal or unenforceable as being too broad with respect to the duration, scope, or subject matter thereof, such obligations shall be deemed and construed to be reduced to the maximum duration, scope or subject matter allowable by law. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision.
SERVICE LEVEL AGREEMENT (“SLA”)
1. This SLA applies to the Services provided by Lead Forensics to the Client.
2. Service Commitment: The Services will be available with a monthly uptime percentage of at least 99% (on the basis of twenty-four hours a day, seven days a week), subject to the exclusions set out in paragraph 3.
3. Service Commitment Exclusions: The service commitment set out in paragraph 2 does not apply to any unavailability, suspension or termination of the Services or any performance issues:
3.1 caused by scheduled maintenance of which Lead Forensics provided reasonable written notice (email sufficient);
3.2 caused by factors outside of Lead Forensics’ reasonable control, including a Force Majeure Event and internet access issues;
3.3 that result from any actions or inactions of the Client or any other third party; or
3.4 that result from the equipment, software or other technology of the Client or any third party.
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