LeadsBridge Managed Terms of Service

These Terms of Service (“Agreement”) is entered into between: LeadsBridge Inc. of 888 Biscayne Boulevard Suite 505 Miami, 33132 Florida, USA (the “Company” or “we”) and [Client.Company] (“you”).

You engage the Company and the Company agrees to provide the Software and Services set out in this Agreement to you from the date that you sign this Agreement, (“Effective Date”). The Software and Services shall be made available to you via the Internet in accordance with the terms of this Agreement.

Leadsbridge.com (the “Software”) is a web-based connector application with which you may sync data from different platforms with various customer relationship management (“CRM”) software, e-commerce platforms and email marketing software.

Services

The services provided under this Agreement are related to syncing and managing leads, contacts, opportunities, deals, orders, transactions and in general any “valuable piece of information” from/to business company assets (e.g. CRM, ERP, Email Marketing Software, E-commerce, etc), and shall be provided either partially or entirely online (the “Services”).

The use of the Services requires a computer and Internet access connected through an Internet service provider with a web browser.

You agree and acknowledge that the Software is entitled to modify, improve or discontinue any of the Services at its sole discretion and without notice to you even if it may result in you being prevented from accessing any information contained in it. Furthermore, you agree and acknowledge that the Software is entitled to provide the Services to you through agents, employees, and subsidiaries of the Company.

The Software is a service product (“SaaS”) and as such, the Software’s scope includes data processing and data normalization. When you use our Software to upload, submit, send or receive content (“Customer Data”) you give the company a worldwide license to access, retrieve, process, hash, send your Customer Data only to carry out our obligations arising from any contracts entered into between you and us and to provide you with the information, products, and services that you request from us.

Subject to payment of any fees owed to the Company, you are granted a non-transferable and non-exclusive license for the term of this Agreement to download, run and use the Software and Services on your device for your internal business operations. Disassembly, decompilation or reverse engineering and other source code derivation of the software comprised within the Software or Services is prohibited, as far as this is prohibited by law.

Unless otherwise specified in this Agreement, the Software and Services are provided and may be used by you in conjunction with its existing systems and applications to facilitate your authorized users use of the Software and Services. You may not: (i) lease, loan, resell or otherwise distribute the Software or Services save as permitted in writing by the Company; (ii) use the Software or Services to provide ancillary services related to the Software or Services; or (iii) except as permitted in this Agreement, provide access to or allow the use of the Software Services by or on behalf of any third party.

When using the Software or Services, you and authorized users agree to comply with all applicable laws and third-party IPRs. (“IPR) means all copyrights, patents, utility models, trademarks, service marks, registered designs, moral rights, design rights (whether registered or unregistered), technical information, know-how, database rights, semi-conductor topography rights, business names and logos, computer data, generic rights, proprietary information rights and all other similar proprietary rights (and all applications and rights to apply for registration or protection of any of the foregoing) as may exist anywhere in the world.

You further agree not to post, display, perform or otherwise distribute proprietary information which breaches the IPRs of third parties, or which is confidential, defamatory, or inappropriate content. You are solely responsible for any breach of any applicable law relating to the rights of third parties caused by Customer Data provided or transmitted by You or through your device. The burden to show that the Customer Data provided by you does not breach any law or any the rights of third parties are exclusively borne by you.

Invoicing and Payment

All invoices shall be rendered in US Dollars and shall be payable immediately in full together with any Value Added Tax (if applicable).

All Fees are payable by credit card. All Fees shall be deducted from your credit card automatically during the term of the Agreement, at the time of ordering and subsequently on each invoice date.

You undertake that all details provided for the purpose of obtaining the Software and Services will be correct and that the credit card details used are your own and that there are sufficient funds or credit facilities to cover the Fee.

Taxes: You are solely responsible for any applicable state, federal or provincial taxes. Although you may not be charged taxes by us, you agree that you will pay any applicable taxes or fees to your local or state tax agency for any purchases. We are not responsible for collecting, transmitting, or advising on taxes, duties, or other levies by the government regarding your purchases.

Intellectual Property

All IPRs and title to the Software and Services (save to the extent they incorporate any Customer Data or third party owned item) shall remain with the Company and/or its licensors and no interest or ownership in the Services, Software, Company IPRs or otherwise is transferred to you under this Agreement. No right to modify, adapt, or translate the Software or Services or create derivative works from the Software or Services is granted to you. Nothing in this Agreement shall be construed to mean, by inference or otherwise, that you have any right to obtain source code for the software comprised within the Software or Services.

Each party agrees to hold all Confidential Information and not to disclose it or otherwise make it available to any person or third party without the prior written consent of the other party. “Confidential Information” means any and all information in whatever form relating to the Company or you or users, or their business, prospective business, finances, technical processes, computer software (both source code and object code), IPRs or finances of the Company or you (as the case may be), or compilations of two or more items of such information, whether or not each individual item is in itself confidential, which comes into a party’s possession by virtue of its entry into this Agreement or provision of the Software or Services, and which the party regards, or could reasonably be expected to regard, as confidential and any and all information which has been or may be derived or obtained from any such information in strict confidence.

Each party undertakes to comply with its obligations under relevant applicable data protection laws, principles and agreements; these law shall include, but not be limited to, the General Data Protection Regulation 2016/679 (“GDPR”) and the California Consumer Privacy Act of 2018 (“CCPA”) after its effective date on January 1, 2020.

When you sing to use and whilst using the Software and Services, we will ask you to provide and we will collect certain personally identifying information. This refers to information about you that can be used to contact or identify you, and information on your use or potential use of the Software, Services and related services (“Personal Data”). We will collect and use your Personal Data in accordance with the terms of our Privacy Policy.

To the extent that Personal Data is processed on your behalf when you and authorized users use the Software or Services, the parties acknowledge that the Company is a data processor and you are a data controller and the parties shall comply with their respective statutory data protection obligations and the terms of the DPA in relation to such Personal Data.

According to CCPA, the parties acknowledge and agree that the Company is a Service Provider and receives Personal Data pursuant to the business purpose of providing Services to Controller in accordance with the Agreement. For the avoidance of doubt, the Processor shall not: (a) sell Personal Data; (b) retain, use, or disclose Personal Data for any purpose other than for the specific purpose of performing the Services, including retaining, using or disclosing Personal Data for a commercial purpose other than providing the Services; and (c) retain, use, or disclose Personal Data outside of the direct business relationship between Controller and Processor. The Processor certifies that Processor understands the restrictions in this Section “i” and will comply with them in accordance with the requirements of applicable U.S. Data Protection Laws.

If a third party alleges infringement of its data protection rights, the Company shall be entitled to take measures necessary to prevent the infringement of a third party’s rights from continuing.â€‹

Term and termination of the agreement

The term of this Agreement commences on the Effective Date and continues on a monthly or annual basis (depending on the plan chosen upon completing the online registration form) until terminated by either party giving written notice at any time, for any reason, to the other.

LeadsBridge reserves the right in its sole discretion, and without any prior notice, to terminate your access to the Service for any or no reason, including your breach of these Terms of Service, the terms and conditions of any service for which you may have registered, or a violation of the rights of another user or the law. You may unsubscribe from any further communication from LeadsBridge at any time by delivering a written notice addressed to privacy@leadsbridge.com. You shall be responsible for ensuring the delivery of the notice to LeadsBridge.

Upon termination of this Agreement: (i) the Company shall immediately cease providing the Software and Services to you and all licenses granted hereunder shall terminate; and (ii) you shall be entitled to request deletion or return of Personal Data as set out in the DPA.

Warranties

Except as expressly stated in this Agreement, all warranties and conditions, whether expressed or implied by statute, common law or otherwise (including but not limited to satisfactory quality and fitness for purpose), are hereby excluded to the fullest extent permitted by law. No warranty is made regarding the results of usage of the Software or Services or that the functionality of the Software or the Services will meet your requirements or that the Software or Services will operate uninterrupted or error free.

You warrant and represent that: (i) you have full corporate power and authority to enter into this Agreement and to perform your obligations; (ii) the execution and performance of your obligations under this Agreement does not violate or conflict with the terms of any other agreement to which you are a party and is in accordance with any applicable laws; (iii) you shall respect all applicable laws and regulations, governmental orders and court orders, which relate to this Agreement; and (iv) you rightfully own the necessary user rights, copyrights and ancillary copyrights and permits required for you to fulfill your obligations under this Agreement.

Neither party excludes or limits its liability to the other for fraud, death or personal injury caused by any negligent act or omission or willful misconduct of a party in connection with the provision or use of the Software or Services.

To the maximum extent permitted by applicable law, the Company, its agents, subsidiaries or affiliates shall in no event by liable for any indirect, incidental, consequential, special or exemplary damages. This shall include without limitation any and all product liability claims, breach of implied or actual warranty, any claims resulting from the use or consumption of any products or services ordered through the Software or Services, pure economic loss, losses incurred by any client or user of yours or other third party, loss of profits (whether categorized as direct or indirect), or any permanent or temporary cessation of such Services or Software or access to information or the deletion or corruption of any Customer Data or information.

Force Majeure

If a party is wholly or partially prevented by Force Majeure from complying with its obligations under this Agreement, that party’s obligation to perform in accordance with the terms of this Agreement will be suspended. (“Force Majeure”) means anything outside the reasonable control of a party, including but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemics, quarantine restriction, labour dispute, labour shortage, power shortage, including without limitation where Company ceases to be entitled to access the Internet for whatever reason, server crashes, deletion, corruption, loss or removal of data, transportation embargo, failure or delay in transportation, any act or omission (including laws, regulations, disapprovals or failures to approve) of any government or government agency.

Nothing contained in this Agreement is intended to be enforceable by a third party under any law in the applicable jurisdiction.

Jurisdiction and Applicable Law

This Agreement shall be governed by the laws of the State of Florida. You expressly understand and agree to submit to the personal and exclusive jurisdiction of the courts of the State of Florida to resolve any legal matter arising from this Agreement or related to your use of the Software or Services.

Changes to the terms

We reserve the right to change or modify the terms of this Agreement upon giving you 30 days notice via email. All changes shall be deemed to have been accepted by you unless you terminate the Agreement prior to the expiry of the 30 day period. All notices to be given under this Agreement must be given in writing (which shall include email)

Entire Agreement

This Agreement including the DPA and Privacy Policy constitutes the whole agreement and understanding between the parties and supersedes all prior agreements, representations, negotiations and discussions between the parties relating to the subject matter thereof. You may be subject to additional terms and conditions when you use, purchase or access other services, affiliate services or third-party content or material.

Miscellaneous

Should a provision of this Agreement be invalid or become invalid then the legal effect of the other provisions shall be unaffected. A valid provision is deemed to have been agreed upon which comes closest to what the parties intended commercially and shall replace the invalid provision. The same shall apply to any omissions.

In the event of any inconsistency between the content of these Terms of Service and Privacy Policy and the DPA, the content of these Terms of Service shall prevail followed by the DPA and then the Privacy Policy.

We may identify You as a LeadsBridge customer including Your name and company logo in our promotional materials.

The Company and you are independent contractors and nothing in this Agreement will be construed as creating an employer-employee relationship.

Contact

If you have any questions or comments, or if you want to update, delete, or change any personal data we hold, or you have a concern about the way in which we have handled your personal data, please:

send us a message using our contact form; or

email us at: privacy@leadsbridge.com; or

write to us at: 888 Biscayne Boulevard Suite 505 Miami, 33132 Florida, USA.