These terms and conditions (“Terms”) govern the sale of data products and services (“Data”) by Leadsurf LLC (“Leadsurf”) to the customer (“Customer”) identified in the order form or invoice (“Order”) that references these Terms. By placing an Order, Customer agrees to be bound by these Terms and any additional terms and conditions specified in the Order.
Leadsurf grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to use the Data for Customer’s internal business purposes only, in accordance with these Terms and any restrictions specified in the Order. Customer may not copy, modify, distribute, sell, resell, rent, lease, or otherwise make the Data available to any third party, except as expressly authorized by Leadsurf in writing.
Leadsurf will deliver the Data to Customer in the format and method specified in the Order. Leadsurf will use reasonable efforts to deliver the Data within the time frame specified in the Order, but does not guarantee any delivery dates. Leadsurf is not liable for any delays or failures in delivery due to causes beyond its reasonable control.
Leadsurf makes no representations or warranties about the accuracy, completeness, reliability, or timeliness of the Data. The Data is provided “as is” and “as available”, without any warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title, or non-infringement. Customer is solely responsible for verifying the Data and using it at its own risk.
Leadsurf retains all right, title, and interest in and to the Data and any intellectual property rights therein. Customer acknowledges that Leadsurf is the sole and exclusive owner of the Data and that Customer acquires no ownership or proprietary rights in the Data by virtue of these Terms or the Order.
Customer agrees to comply with all applicable laws and regulations regarding the collection, use, storage, and transfer of personal data and other sensitive information contained in the Data. Customer agrees to implement appropriate technical and organizational measures to protect the Data from unauthorized or unlawful access, use, disclosure, alteration, or destruction. Customer agrees to notify Leadsurf promptly of any actual or suspected breach of security involving the Data.
Customer agrees to pay Leadsurf the fees specified in the Order for the Data. Unless otherwise stated in the Order, all fees are due within 30 days of receipt of invoice from Leadsurf. Leadsurf reserves the right to charge interest on any overdue amounts at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. Leadsurf also reserves the right to suspend or terminate Customer’s access to the Data if Customer fails to pay any fees when due.
These Terms will remain in effect until terminated by either party as provided herein. Leadsurf may terminate these Terms and Customer’s license to use the Data at any time without cause upon 30 days’ prior written notice to Customer. Leadsurf may also terminate these Terms and Customer’s license to use the Data immediately upon written notice to Customer if Customer breaches any provision of these Terms or the Order. Upon termination of these Terms for any reason, Customer will cease using the Data and delete or destroy all copies of the Data in its possession or control.
In no event will Leadsurf be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or in connection with these Terms or the Order, whether based on contract, tort, strict liability, or any other legal theory, even if Leadsurf has been advised of the possibility of such damages. In no event will Leadsurf’s total liability for any damages arising out of or in connection with these Terms or the Order exceed the amount paid by Customer to Leadsurf for the Data under the Order.
Customer agrees to indemnify, defend, and hold harmless Leadsurf and its affiliates, officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, liabilities, damages, losses, costs, expenses (including reasonable attorneys’ fees), or judgments arising out of or relating to Customer’s use or misuse of the Data or Customer’s breach of these Terms or the Order.
These Terms and the Order constitute the entire agreement between Leadsurf and Customer regarding the subject matter hereof and supersede all prior or contemporaneous communications, proposals, representations, or agreements between them. These Terms may not be modified or amended except by a written instrument signed by both parties. These Terms will be governed by and construed in accordance with the laws of the State of California, USA, without regard to its conflict of laws principles. Any dispute arising out of or relating to these Terms or the Order will be subject to the exclusive jurisdiction and venue of the state and federal courts located in Santa Clara County, California, USA, and the parties consent to the personal jurisdiction of such courts. If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, such provision will be severed and the remaining provisions will remain in full force and effect. Neither party may assign or transfer these Terms or the Order without the prior written consent of the other party, except that Leadsurf may assign these Terms and the Order to an affiliate or a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of its assets.
Any attempted assignment or transfer in violation of this section will be null and void. These Terms are binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. The failure of either party to enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Nothing in these Terms will create or imply any agency, partnership, joint venture, or fiduciary relationship between the parties. Each party is an independent contractor and neither party has any authority to bind the other party. Any notice required or permitted under these Terms will be in writing and delivered by email, certified mail, or reputable courier service to the address specified in the Order or such other address as either party may designate by notice to the other party. Notice will be deemed effective upon receipt or refusal of delivery, if delivered personally; 24 hours after being sent by email; 48 hours after being sent by certified mail; or 72 hours after being sent by courier service.
Customer agrees not to use the Data for any unlawful, fraudulent, abusive, harassing, spamming, or otherwise inappropriate purposes. Customer agrees not to send unsolicited messages, advertisements, or solicitations to any recipients of the Data without their prior consent. Customer agrees not to violate any applicable laws or regulations regarding data protection, privacy, anti-spam, or consumer protection when using the Data. Customer agrees not to infringe any intellectual property rights or other rights of Leadsurf or any third parties when using the Data. Customer agrees not to expose Leadsurf to any legal liability or reputational harm when using the Data.
If Leadsurf receives any complaints from any recipients of the Data or any authorities regarding Customer’s misuse of the Data, Leadsurf reserves the right to investigate such complaints and take appropriate actions, including but not limited to terminating Customer’s license to use the Data, reporting Customer’s misconduct to relevant authorities, and seeking legal remedies against Customer. Leadsurf also reserves the right to charge Customer a fine or penalty for each instance of data misuse, as determined by Leadsurf in its sole discretion, based on the severity and frequency of Customer’s violations. The fine or penalty may range from $5000 to $10000, depending on the applicable laws and regulations and the extent of damage caused by Customer’s misuse of the Data.