Lead Generation Terms and Conditions
THE TERMS AND CONDITIONS HEREIN, TOGETHER WITH ANY AND ALL INSERTION ORDERS ("IOs") CONSTITUTE THE AGREEMENT ("Agreement") APPLICABLE TO THE PURCHASE AND SALE OF LEAD GENERATION AND REFERRAL SERVICES AMONGST YOU ("Customer", "you" or "your") AND WEB.COM GROUP, INC. (the "Company", "us", "we" or "our"). BY ORDERING AND ACCEPTING THE SERVICES, THE CUSTOMER AGREES TO THE FOLLOWING TERMS AND CONDITIONS.
YOU MAY ELECT TO PURCHASE ADDITIONAL SERVICES FROM COMPANY, OR ITS PARTNERS AND/OR OTHER THIRD PARTIES, WHICH HAVE THEIR OWN TERMS AND CONDITIONS AGREEMENTS AND ACCEPTABLE USE AGREEMENTS, ASIDE FROM THIS AGREEMENT. THOSE AGREEMENTS SHOULD BE PRESENTED TO YOU AT THE TIME OF PURCHASE AND/OR ACCOUNT LOGIN, AND IT IS THEN YOUR OBLIGATION TO REVIEW, ACCEPT AND ABIDE BY THOSE AGREEMENTS AS WELL AS THIS AGREEMENT. TERMS AND CONDITIONS FOR ALL OF OUR SERVICES CAN BE FOUND ON: http://www.web.com/Legal/Default.aspx
Company reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time and from time to time in its sole discretion, and to determine whether any such changes apply to both existing or future customers. Company may make changes or modifications to referenced policies or guidelines without notice to you. Your continued use of the Services following Company's posting of any changes or modifications will constitute your acceptance of such changes or modifications.
1. Entry into Company's Database. Company will provide you with the following Services (the "Services"): Company will include information about the Customer in its database (an "Entry), accessible to Company users through one of its websites ("the Website"), and, in some cases, by other means. Company shall have the right to carry out a screening process that may include, but not be limited to, identification verification, credit checks, and Better Business Bureau or other consumer protection related, reports of the Customer. Company reserves the right to refuse any such request or to cancel any Entry for any reason, including, but not limited to, Customer's failure to provide sufficient or satisfactory information to create an Entry, Customer's failure to pass Company's screening process, or Customer's failure to fulfill the obligations set forth in this Agreement.
The Entry will consist of the selected information provided to Company by the Customer. Content of the Entry shall be at the sole discretion of the Company. The Customer agrees to provide true, accurate, current, and complete information about the Customer's business as requested by Company requested during the application process.
After inclusion of the Entry in the Customer database, Company, in its sole discretion, will forward contact information for business prospects that Company determines relevant to Customer ("Leads"). Company shall forward Leads to Customer in accordance with the program type(s) ("Program Type") and preferred method specified by Customer in the IO. The Company shall maintain a system of tracking the number of Leads Company delivers to Customer, and that tracking system shall be the sole determiner and final authority with respect to the number of Leads Company has delivered to Lead Buyer. The Leads will contain information sufficient to permit Customer to make contact with Leads ("Lead Information"). Lead Information may include, but not necessarily be limited to, a telephone number, facsimile number, or e-mail address.
2. Payment for Services. Customer shall pay Company for the Services in accordance with the Agreement. All rates are stated net of all applicable federal, state, and local taxes. On any amounts not paid when due, Customer agrees to pay interest at the rate of 1.5% per month (18% per year) or, if such rate is in excess of the rate allowed by law, then Customer agrees to pay the highest rate allowed by law. In addition, Customer agrees to pay all costs of collection, including costs of litigation and reasonable attorneys' fees. Customer agrees to execute financing statements and other instruments at Company's request. A $20 (Twenty U.S. Dollars) collection fee will be charged for all dishonored checks. A $15 (Fifteen U.S. Dollars) fee will be assessed for the following reasons: (1) late payment, (2) payment with insufficient funds, (3) denied or invalid credit card number, or (4) restart of Service terminated for nonpayment. Payment is late on the fifth (5th) day after the billing date defined in the IO. Company may change any fee, rate, or plan at any time upon Notice to Customer in accordance with Section 13 herein. Customer understands that fees paid for the Services are nonrefundable. This provision shall survive the termination of this Agreement.
3. Lead Returns. Lead returns are subject to Company's sole discretion and will be considered by Company under the following circumstances only: (1) Lead is a duplicate of a Lead previously provided to Customer by Company; or (2) Lead Information includes a disconnected or otherwise invalid telephone number.
All Leads delivered to Customer are deemed accepted unless, within forty eight (48) hours from the date that Company delivers Lead to the Customer, Customer requests to return the Lead for one of the reasons stated above. Lead return requests must be made to Company's customer service support. In the event that Customer fails to request a Lead return within forty eight (48) hours of delivery of the Lead, Company shall have no obligation to process a return.
In the event that Company permits Customer to return a Lead, Customer shall be entitled only to a credit or replacement Lead. Refunds will not be granted for Lead returns.
4. Representations and Warranties. Customer represents and warrants that (1) all of the information provided to Company is current, truthful and not misleading or fraudulent, (2) the Customer is, pursuant to any applicable federal or state law, regulation or licensing requirement, authorized to provide the services included in the Customer's Entry, (3) the Customer's storage, use, dissemination and transmission of any Lead Information and its communications with the Leads will be consistent with all applicable laws, rules and regulations, and (4) the Customer will perform all services related to Leads in a professional manner and in accordance with any applicable law, rule, regulation, or licensing requirement.
Customer agrees to use its best efforts to respond to every Lead within twenty four (24) hours, and, in any event, not more than forty eight (48) hours.
Customer agrees not to distribute, re-sell or otherwise transfer any Leads or any Lead Information to any third party, without Company's express written consent.
5. Indemnification. Customer shall defend, indemnify and hold harmless Company, its affiliates and subsidiaries, and their respective present, former and future officers, directors, employees and agents, and their respective heirs, legal representatives, successors and assigns (collectively the "Indemnitees"), from and against any and all losses, damages, costs, liabilities and expenses (including, without limitation, amounts paid in settlement and reasonable attorneys' fees and costs) which any of the Indemnitees may suffer, incur or sustain resulting from or arising out of (i) Customer's breach of any representation, warranty, or covenant contained in this Agreement, (ii) services provided, or not provided, by the Customer to any third party as a result of accepting the Services, (iii) claims or actions of third parties alleging unfair or deceptive trade practices or false advertising in connection with statements or claims made by Customer in connection with the Services or Customer's acceptance of the Services, (iv) any claim or action or dispute between Customer and any third party in connection with the Services or Customer's acceptance of the Services (including, but not limited to, Customer's work performed for any third party as a result of accepting the Services, or any third party's payment or failure to pay for Customer's services). This provision shall survive the termination of this Agreement.
6. Disclaimers. Company makes no express or implied warranties, representations, or endorsements whatsoever (including, without limitation, warranties of title or non-infringement or the implied warranties of merchantability or fitness for a particular purpose) with respect to any information or services provided through any communications, including but not limited to, the Website, email, phone or fax.
Company is not involved in any actual transactions between Customer and Leads. As a result, Company has no control over the ability of Leads to purchase services or qualify for financing or any other form of credit. Company cannot and does not control whether or not Leads will complete the process of hiring a provider for the services they have requested proposals or quotes. Company cannot and does not guarantee that each Lead is whom they claim to be. Customer and Leads will be able to communicate directly with each other before any transaction is complete. In the event a Customer has a dispute with one or more Leads, the Customer releases Company and its agents and employees from claims, demands, and damages arising out of or in any way connected with that dispute.
7. Intellectual Property. Company's trademarks, tradenames, service marks, logos, other names and marks, and related product and service names, design marks and slogans are the sole and exclusive property of Company. Except as otherwise provided in the Agreement, Customer may not use any of the foregoing in any advertising, publicity or in any other commercial manner without the prior written consent of Company.
Any feedback, data, answers, questions, comments, suggestions, ideas or the like which Referrer sends to Company relating to the Services will be treated as being non-confidential and non-proprietary. Company may use, disclose or publish any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever.
8. Limitation of Liability. COMPANY'S LIABILITY HEREUNDER SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO COMPANY DURING THE THREE (3) MONTH PERIOD BEFORE THE ACTION AROSE. COMPANY SHALL NOT BE LIABLE FOR (A) ANY LOSS OF USE, LOSS OF DATA, OR INTERRUPTION OF BUSINESS OR (B) ANY DAMAGES CAUSED BY ANY ONLINE SERVICE, QUOTE PROVIDED BY THE CUSTOMER TO A LEAD, TRANSMISSION, COMMUNICATIONS OR COMPUTER SYSTEM FAILURE OR (C) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF BUSINESS, REVENUES OR PROFITS OR THE COST OF OTHER FORMS OF ADVERTISING ), REGARDLESS OF THE FORM OR ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER ACKNOWLEDGES THAT THESE LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THIS AGREEMENT, AND ABSENT SUCH LIMITATIONS, COMPANY WOULD NOT ENTER INTO THIS AGREEMENT.
9. Agencies and Partnership. The Customer and Company are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. This Agreement does not create any agency, employment, partnership, joint venture, franchise, or other similar or special relationship between Customer and Company. Neither party will have the right or authority to assume or create any obligations or to make any representations, warranties or commitments on behalf of the other party or its affiliates, whether express or implied, or to bind the other party or its affiliates in any respect whatsoever.
10. Governing Law. This Agreement shall be governed by the laws of the State of Florida, without giving effect to principles of conflict of laws contained herein. Customer agrees that any judicial proceeding for the breach of or enforcement at law or equity of this Agreement or any provision hereof shall be instituted only in a federal or state court of competent jurisdiction in the city of Jacksonville and the State of Florida, and Customer consents to the jurisdiction of such court, and waives the right to challenge the jurisdiction of such court on grounds of lack of personal jurisdiction or to seek a change of venue. This Agreement constitutes the entire agreement of the parties relative to its subject matter, and shall not be waived, modified, or supplemented in whole or in part except in a writing signed by the parties. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
11. Force and Effect. Any failure by Company to enforce any of its rights under this Agreement or any applicable laws shall not constitute a waiver of such right. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, Customer, Company, and the court shall endeavor to give effect to the intent reflected in that provision, and the remaining provisions shall retain their full force and effect.
12. Entire Agreement. This Agreement constitutes the entire agreement of the parties relative to its subject matter. Customer may not waive, modify or supplement, this Agreement in whole or in part, except for written permission or amendment by Company. Company reserves the right to unilaterally modify and revise this Agreement from time to time. Such modifications or revisions shall be provided to Customer via the Notice provisions set forth in Section 13 herein, and Customer shall be deemed to have accepted, and to be apprised of and bound by, any such modifications or revisions to this Agreement, and may only reject such modifications or revisions by canceling this Agreement.
13. Notice. Notice to Customer shall be deemed effective when a) sent via e-mail to the last known Customer contact e-mail address, or to the last known Customer fax number, or when deposited in first-class U.S. mail with sufficient postage attached addressed to the last known Customer mailing address or b) posted at http://www.renovationexperts.com/jointerms.asp, as updated from time to time. Notices required to be given by Customer may be made by calling Company's customer service support.
14. Termination. Company may terminate the Agreement at any time upon Notice to Customer. Such cancellation will be effective upon Notice to Customer in accordance with Section 13 herein. At any time after the initial term of the Agreement, if any, Customer may terminate this Agreement upon forty five (45) days Notice to Company in accordance with Section 13 herein.
15. Prohibited Transactions. Customer is not, nor is Customer acting on behalf of any person or entity that is, prohibited from engaging in transactions with U.S. citizens, nationals or entities under applicable U.S. law and regulation including, but not limited to, regulations issued by the U.S. Office of Foreign Assets Control ("OFAC"). In addition, Customer is not, nor is Customer acting on behalf of any person or entity that is, a Specially Designated National ("SDN"), as OFAC may so designate from time to time. In addition to all other rights and remedies available to Company under this Agreement, and at law and in equity, Customer's breach of this section shall result in immediate termination of the Agreement and forfeiture of any and all Services or amounts previously provided, paid and/or owed to Customer under this Agreement.
16. Assignment; Successors. Customer may not assign or transfer this Agreement, or any of its rights or obligations hereunder, without the prior written consent of Company. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. Company may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without the consent of Customer. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
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