Lead Ally Websites Terms of Service
This Lead Ally Website Agreement (this “Agreement" or this “License Agreement") by and between Uproll Inc. dba Lead Ally, a California Corporation, having its principal place of business at 26835 Jefferson Ave, Suite B Murrieta, CA 92562 (the “Disclosing Party" or "Lead Ally"), and you (the “Receiving Party" or "Customer") who agrees to be bound by this Agreement.
WHEREAS, Lead Ally and Customer desire to enter into this Agreement to license the use of the Website Domain in accordance with the terms and conditions of this Agreement
NOW, THEREFORE, in consideration of the mutual covenants and promises made by the parties hereto, the Disclosing Party and the Receiving Party (individually, each a “Party" and collectively, the “Parties") covenant and agree as follows:
For the purposes of this License and Services Agreement, the following terms are defined as follows:
a. License: Lead Ally grants to Customer a limited, non-sublicensable, non-exclusive, non-transferable, subscription-based license to access and use this specific web domain name owned by Lead Ally.
b. Use by other entities: Customer may use the Website only in the conduct of its own internal business and operations and shall not directly or indirectly use the Website to process the work of any third party that is not in existence and owned/operated by Customer as of the Effective Date of this Agreement. Any unauthorized use of the Website will automatically void this license and subject Customer to cancellation without refund and/or legal claims, including claims for injunctive relief and monetary damages.
c. Service level commitment: Lead Ally will make commercially reasonable efforts to make the Website Domain is available 99.5% of the time except for (a) such Scheduled Downtime; (ii) error incidents caused by Customer’s data, equipment or acts or omissions; (iii) emergency maintenance; (iv) any unavailability caused by circumstances beyond Lead Ally’s reasonable control, including without limitation, force majeure events; and (v) internet service provider failures or delays. It is possible that there will be other interruptions of Services during non-scheduled downtime. Lead Ally is not responsible for any delays, delivery failures, or other damage resulting from such problems.
a. Implementation: Lead Ally will perform initial configuration of the licensed Website Domain and forward it to the servers specified by the customer.
b. Custom services: Lead Ally will perform custom services as needed by the customer. If the request for custom services is outside of the Scope of Work, Lead Ally will provide customer with an estimated schedule of service with the applicable fees and payment terms.
a. Compliance with laws: Customer is solely responsible for understanding and complying with any and all applicable laws regarding its use of the Website. Lead Ally makes no representations or warranties with respect to compliance with any applicable law or regulation. It is Customer’s sole obligation to conduct activities in compliance with all applicable laws and regulations including, without limitation, the federal Real Estate Settlement Procedures Act and its implementing regulations.
b. Content: Lead Ally does not author or publish content, information and files stored or transmitted within the Website. Customer is responsible for all content it transmits, stores, or otherwise makes available through the Website. Customer will not use the web domain to upload or otherwise transmit any content that: (a) is knowingly inaccurate, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (b) is harmful to minors in any way; or (c) impersonates any person or entity. Lead Ally does not pre-screen or approve content posted, emailed, or otherwise made available through the Website. Lead Ally has the right (but not the obligation) in its sole discretion to refuse, delete or move any content that is in violation of this Agreement. Customer bears all risk associated with the use of any content made available through the Website. LEAD ALLY EXPRESSLY DISCLAIMS AND ASSUMES NO LIABILITY WHATSOEVER FOR ANY CLAIMS, LOSSES, ACTIONS, DAMAGES, SUITS OR PROCEEDINGS ARISING OUT OF OR OTHERWISE RELATING TO THE USE OF ANY CONTENT TRANSMITTED OR STORED THROUGH THE WEBSITE.
Third Party Data and Services
Lead Ally is not responsible for the accuracy, completeness, functionality, usability, availability or merchantability of any content or services provided by third party resources. The use of such third party resources is strictly at Customer’s own risk.
Payment and Terms
a. Customer will pay Lead Ally the monthly subscription fee set forth and any other fees for Professional Services as agreed in a separate Statement of Work, in advance and without deduction or set-off of any kind. Any invoice remaining unpaid for more than 30 days shall accrue interest at a rate of the lesser of 1.5 percent per month or the highest rate allowed by law. Lead Ally reserves the right to suspend or discontinue access to the domain name if any amounts are more than 30 days overdue.
b. Your website domain will be live within 2 business days from receipt of your first month's payment and needed details for web domain forwarding.
Intellectual Property Rights
“Intellectual Property Rights” means all current and future copyrights, patents, trademarks or rights in databases, inventions or trade secrets, know-how, proprietary information, rights in designs, trade and business names, domain names, marks and devices (whether or not registered) and all other intellectual property rights and applications for any of those rights (where such applications can be made) capable of protection in any country of the world.
a. Ownership: Lead Ally retains all Web Domain Intellectual Property Rights and Ownership.
Term and Termination
a. Term: The initial term of this Agreement commences on the Effective Date, which is the full execution date of this document. The Agreement will automatically renew for additional month-to-month periods, unless notice of non-renewal is provided by Customer at least 30 days prior to the end of then-current term.
b. Termination: Either party may terminate this Agreement at any time. For cancellation, a notice of non-renewal is to be provided by Customer at least 30 days prior to the end of then-current term.
a. Confidential Information: “Confidential Information" means information, to the extent it is not a Trade Secret, which is possessed by the Disclosing Party and which relates to the Disclosing Party, including, without limitation, for example: business plans, strategies, costs and fees, technical developments, marketing plans, training information and materials, or any information stated as confidential.
b. Non-Disclosure: Except as required to further the relationship between the Disclosing Party and the Receiving Party or as expressly authorized in writing on behalf of the Disclosing Party, the Receiving Party shall not disclose, directly or indirectly, any Confidential Information during the period of his/her relationship with the Disclosing Party or any time after the termination of such relationship.
c. Exception: The provisions above will not be deemed to prohibit any disclosure that is required by law or court order, however the Receiving Party agrees to provide the Disclosing Party with reasonable prior notice and an opportunity to contest or minimize such disclosure.
d. Return of Documentation: Immediately upon termination of the relationship between the Disclosing Party and the Receiving Party, the Receiving Party shall return to the Disclosing Party any documents pertaining to the Confidential Information and destroy all documents and other writings, together with all copies of any such documents or other writings. An officer of the requested party will certify to the return or destruction of all tangible Confidential Information which are in the Receiving Party's possession.
Warranties and Warranty Disclaimers
a. Representations and Warranties: Each party represents to the other that it has the right to enter into this Agreement. Lead Ally further represents and warrants that: (a) there are no outstanding assignments, grants, licenses, encumbrances, obligations, or agreements (whether written oral or implied) that are inconsistent with this Agreement and the rights granted
b. Warranty Disclaimer: THE WEB DOMAIN AND ANY OTHER MATERIALS PROVIDED BY LEAD ALLY ARE PROVIDED “AS IS” AND LEAD ALLY MAKES NO EXPRESS, IMPLIED OR STATUTORY WARRANTIES AND SPECIFICALLY DISCLAIMS (A) THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE AND NON-INFRINGEMENT; (B) ANY WARRANTY THAT THE DOMAIN SHALL BE FREE FROM MINOR INTERRUPTIONS, OR THAT ALL ERRORS WILL BE CORRECTED; CUSTOMER EXPRESSLY ASSUMES ALL RISK FOR USE OF THE WEBSITE.
Indemnification and Liability
a. Indemnification: Customer will defend and indemnify Lead Ally and its employees, officers and directors from any and all suits, losses, damages, actions or claims, including reasonable attorneys’ fees and legal costs, brought by any party on account of Customer’s use of the Website including, without limitation, Customer’s use of the Website in conjunction with any material or content that Customer stores or transmits that: (a) infringes any third party’s intellectual property or publicity/privacy rights; (b) violates any law or regulation; (c) is defamatory, libelous, unlawfully threatening or unlawfully harassing; (d) is obscene, harmful to minors or child pornographic; (e) contains any viruses, trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage or detrimentally interfere with the Website or data contained within the Website or; (f) is materially false, inaccurate or misleading, and any injuries or damages sustained by any person or property due to any direct or indirect act, omission, neglect or misconduct of Customer, its agents, representatives, employees, contractors and their employees and subcontractors and their employees. Customer will defend and indemnify Lead Ally from any and all claims of infringement of Intellectual Property Rights based on modifications to the Website made by or for Customer.
b. LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES SHALL LEAD ALLY BE LIABLE FOR ANY (A) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, ARISING FROM OR RELATED TO A BREACH OF THIS AGREEMENT, ANY ORDER OR ANY STATEMENT OF WORK, OR THE OPERATION OR USE OF THE WEBSITE AND SERVICES INCLUDING SUCH DAMAGES, WITHOUT LIMITATION, AS DAMAGES ARISING FROM LOST BUSINESS, STAFF TIME, USE, DATA, OTHER ECONOMIC ADVANTAGE, FAILURE TO REALIZE EXPECTED SAVINGS, LOSS OF DATA OR PROGRAMMING, LOSS OF REVENUE OR PROFITS, DAMAGE TO EQUIPMENT, AND CLAIMS AGAINST CUSTOMER BY ANY THIRD PERSON, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES or (B) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE BEYOND LEAD ALLY’S REASONABLE CONTROL. EXCLUDING ANY CLAIMS FOR INDEMNIFICATION UNDER SECTION 11, IN NO EVENT IS LEAD ALLY LIABLE FOR ANY DAMAGE TO OR LOSS OR DESTRUCTION OF ANY OF CUSTOMER’S CONTENT, FILES, OR DATA WHICH MAY RESULT FROM CUSTOMER’S USE OF THE WEBSITE OR ANY DAMAGE ARISING FROM CUSTOMER’S FAILURE TO PERFORM IN CONNECTION WITH THIS AGREEMENT. ALL LIMITATIONS AND DISCLAIMERS STATED IN THIS AGREEMENT ALSO APPLY TO LEAD ALLY’S LICENSORS AS INTENDED BENEFICIARIES OF THIS AGREEMENT. LEAD ALLY’S LIABILITIES UNDER THIS AGREEMENT, WHETHER UNDER CONTRACT LAW, TORT LAW, WARRANTY, OR OTHERWISE SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE AMOUNTS ACTUALLY RECEIVED BY LEAD ALLY FROM CUSTOMER IN THE 2 MONTHS PRIOR TO THE DATE OF THE ACTION GIVING RISE TO THE CLAIM.
a. No assignment: Neither this Agreement nor any right or obligation arising hereunder may be assigned by Customer in whole or in part, without the prior written consent of Lead Ally.
b. Severability: If any provision of this Agreement is held to be illegal or unenforceable, it shall be deemed amended to conform to applicable laws or regulations, or, if it cannot be so amended without materially altering the intention of the parties, it shall be stricken and the remainder of this Agreement shall continue in full force and effect.
c. Notice: All notices and other communications shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally; (b) if dispatched via a nationally recognized overnight courier services (delivery receipt requested) with charges paid by the dispatching party, on the scheduled date of delivery of such service; or (c) on the date sent by electronic mail if sent during normal business hours (otherwise on the next business day).