Terms of Service
This License Agreement ("Agreement" or "User Agreement") governs your use of this Net-Lead, LLC service.
This Net-Lead, LLC ("NetLead") License Agreement is an open-ended license between Net-Lead, LLC and the LICENSEE. The term Open-Ended license implies that the LICENSEE is allowed the usage of the AgencyIQ software from the date of signing this agreement. Accordingly, the LICENSEE will be responsible for all timely payments from the date of signing this agreement through the stated term of this agreement, through any renewal term after the end of the original term of the agreement or the termination of this agreement, as per Section 3 below, which ever occurs earlier.
Master Agreement Terms and Conditions:
"AgencyIQ" is an existing web-based lead management tool designed specifically for the general insurance industry to help a LICENSEE manage sales prospects, customer records and email leads generated primarily through a LICENSEE'S Sales System.
1) Grant of License and Related Subscription Services:
Subject to the terms and conditions of this Agreement, Net-Lead, LLC hereby grants LICENSEE, a single, non-exclusive limited right and license to use AgencyIQ, via access through the Internet, for AgencyIQ intended purposes during the License Term. The LICENSEE is required to license the use of this service for each additional user accessing this data. The list of authorized users, shall be subject to increase or change upon the mutual prior written agreement of the parties hereto. This license is non-assignable and non-transferable. You are prohibited from assigning your rights or delegating your duties under this Agreement without the prior written consent of Net-Lead, LLC. Consent may be granted, conditioned or withheld by Net-Lead, LLC and is at the sole discretion of Net-Lead, LLC.
2) Term and Termination of User Agreement:
The term of this Agreement shall commence upon the Effective Date, (signing date), hereof and shall continue for an initial period of twelve (12) months. This agreement will be automatically renewed for additional and successive periods of twelve (12) months.
Either party may terminate this Agreement upon thirty (30) days written notice, via electronic email or any written notice. LICENSEE may not continue to use the AgencyIQ product and associated products after the expiration or termination of this Agreement.
3) Modifications to User Agreement:
Net-Lead,LLC reserves the right to modify this User Agreement and the software or policies associated with AgencyIQ and its associated products. Any modification is effective immediately upon posting to the Website or in writing to LICENSEE. LICENSEE may not assign, sell, distribute, lease, rent or sublicense their right to use AgencyIQ or this license to any other person or organization. LICENSEE'S continued use of the AgencyIQ product following any modification shall be conclusively deemed as acceptance of all such modification(s). Net-Lead, LLC may also impose limits on certain features and services or restrict your access to parts without notice or liability.
4) Ownership of AgencyIQ:
Net-Lead, LLC exclusively owns the software and intellectual property rights embodied in AgencyIQ, the Lead Management System and Accessware, including all copyrights and valuable trade secrets embodied therein and the design and coding methodology related thereto. This Agreement provides LICENSEE with only a limited-use license, and no ownership of any graphics, proprietary programming, intellectual property, source code and development methodologies.
5) Data Ownership:
Title and Ownership of the data compiled and stored into AgencyIQ and other associated products remains with the LICENSEE, with the exception of personal information captured for registration and billing purposes. Net-Lead, LLC is not authorized to re-sell, revealed transfer or disclose such data to any third party without the prior written consent of LICENSEE.
6) Reservation of Proprietary Programming, Intellectual Property, Source Code & Development Methodologies:
Net-Lead, LLC reserves the right, without any further notice or consent, provided no confidential or proprietary information or data of LICENSEE is included, revealed or disclosed, to use any and all results of the work resulting from this Agreement as an example of work for new business development, including placement of a discrete Net-Lead, LLC logo in such work, and to incorporate proprietary programming, intellectual property, source code and/or development methodologies used in the development of such items into other Net-Lead, LLC products, subscription services and/or other web applications, for any reason whether indirect or direct, such right to survive the expiration or earlier termination of this Agreement.
7) Restrictions & Limitations:
LICENSEE may not: (i) modify or translate the software, source code, development methodologies and /or design features utilized in providing AgencyIQ; (ii) reverse engineer, de-compile, or disassemble any Net-Lead, LLC product except to the extent this restriction is expressly prohibited by applicable law; (iii) export or use Net-Lead, LLC with another product; (iv) remove or obscure any proprietary rights notices or labels on any Net-Lead, LLC product; or (v) charge a fee or royalty for distribution, transmission or use of any Net-Lead, LLC product without prior written approval of Net-Lead, LLC.
8) Privacy, Security and Confidentiality:
Net-Lead, LLC has taken reasonable actions, including encryption and firewalls, to ensure that LICENSEE'S personal information data is protected. LICENSEE, however, acknowledges that the internet is an open system and that Net-Lead, LLC cannot and does not warrant or guarantee that third parties will not intercept personal information. LICENSEE is solely responsible for maintaining the confidentiality of the corporate database ID and any user ID's and passwords for accessing LICENSEE'S data, and agree that Net-Lead, LLC will have no obligations with regard to the use by third parties of such ID's and passwords. LICENSEE is entirely responsible for any and all activities, which occur under your account and password. Should LICENSEE suspect that the security of LICENSEE'S account has been compromised, LICENSEE shall immediately notify Net-Lead, LLC in writing, on company letterhead either by fax or mail. Upon Net-Lead's review and verification of LICENSEE'S written request, Net-Lead, LLC will issue LICENSEE a new corporate ID. LICENSEE will be responsible for any fees associated with this change.
Net-Lead, LLC and LICENSEE desire to comply with the requirements of Title V of the Gramm-Leach-Bliley Act, 15 U.S.C., section 6801 - 6810, ("GLB Act"), and the Federal Trade Commission's implementing regulation, Regulation P, 16 C.F.R. Part 313 ("Regulation P"), in particular, as both relate to the disclosure and protection of Non-Public Personal Information (NPI) for consumers and customers. To the extent applicable, each party will substantially comply with the GLB Act and Regulation P and will keep confidential all consumer and customer NPI received or obtained from the other party in accordance with the provisions of the GLB Act and Regulation P. In particular, each party may use consumer and customer NPI it receives or obtains from a party only for the purpose for which the party delivered such NPI, and only for such other purposes permitted under 16 C.F.R., section 313.14 and 313.15. The stated purpose in this case is to assist the party through Internet and Web activities with the collection of consumer and customer information, to deliver said information to the party and to assist the party with their marketing efforts and storage of customer information all for the sole benefit of the party. Each party agrees to maintain physical, electronic and procedural safeguards that comply with federal regulations to guard NPI it receives from the other pursuant to the Agreement. Each party agrees to be responsible for any breach of this Agreement by any of its directors, officers, employees, agents or advisors (including without limitation, attorneys, accountants, consultants, bankers and financial advisors). In the event a party discovers that the other party's NPI has been used in an unauthorized manner or disclosed in violation of this Agreement, the discovering party will immediately notify such other party, (the "Aggrieved Party") of such event, and will indemnify, defend and hold the Aggrieved Party harmless from all claims, damage, liability, costs and expenses (including court costs and reasonable attorneys' fees) arising or resulting from the unauthorized use or disclosure. In addition, the Aggrieved Party will be entitled to all other remedies available at law or equity, including injunctive relief. Upon the request of a party, the other party will promptly return all NPI received from such party, or will promptly destroy all mate4rials containing such NPI (and any copies, extracts and summaries thereof).
9) Data Storage, Post Term Transfers & Data Migration:
Assuming all fees owed by LICENSEE are current, LICENSEE may request backup of their data onto physical media (CD) and mailed to LICENSEE'S place of business for their on-site storage. Fees for backup services may apply. Backup services are provided during the term of the Agreement and for three months following termination of the Agreement, at which point LICENSEE'S data will be destroyed and will not be available on physical media (CD).
Upon the expiration or earlier termination of this Agreement, Net-Lead, LLC agrees to exercise commercially reasonable efforts, at the standard rate set forth in Exhibit "A", (paid in advance of the termination by LICENSEE), to provide LICENSEE with a complete electronic copy of all data compiled and stored with Net-Lead, LLC on behalf of the LICENSEE. LICENSEE'S data may require additional work at the expense of LICENSEE to function on another company's server configuration. Net-Lead, LLC is not responsible for functionality of LICENSEE data on non-Net-Lead products.
There is a $75.00 fee per download of the information.
10) Server Availability and Scheduled Downtime:
Net-Lead, LLC will periodically schedule updates to the to the Net-Lead, LLC site. These updates will usually take place outside our normal business hours of 7:00AM - 5:00PM within your time zone. Net-Lead, LLC will endeavor to notify LICENSEE via email with the details of the date and time of the scheduled update. During this scheduled update process, LICENSEE may not be able to access data.
In the event a mission critical maintenance situation arises, Net-Lead, LLC may be required to perform emergency maintenance at any time. During these emergency maintenance periods, LICENSEE may not be able to access data.
LICENSEE agrees to cooperate with Net-Lead, LLC during the scheduled and emergency maintenance periods.
11) Unscheduled Downtime:
If the LICENSEE experiences a connection failure, as a direct result of a Net-Lead, LLC failure, for thirty (30) continuous minutes, not caused by scheduled downtime or emergency maintenance periods as discussed in Section 9 entitled "Server Availability and Scheduled Downtime", and if such connection failure is within the actual control of Net-Lead, LLC to correct ("Connection Failure Event"), then Net-Lead, LLC shall, at the LICENSEE'S request, if made within seven (7) days of such connection failure, credit the LICENSEE for one day of service. For each two-hour period of connection failure, the first of which includes the first 30 minutes as discussed above, the LICENSEE shall be entitled to a credit for an additional day of service, up to a credit of seven (7) days within a calendar month, provided that such request is made within seven (7) days of the connection failure.
If the LICENSEE experiences three (3) non-consecutive Connection Failure Events within a calendar month, duly reported to Net-Lead, the LICENSE may terminate this Agreement immediately, pursuant to the terms of Section 2 entitled "Term and Termination of User Agreement", but without regard to the thirty (30) day cancellation notice.
12) Recommended Environment:
This Subscription Service has been designed to work optimally in the environment documented within the system requirements which may be accessed at www.Net-Lead.net. Any defects, inconsistencies or issues arising out of operating outside the parameters set forth are not the responsibility of Net-Lead, LLC to rectify.
13) Disclaimer of Warranties:
Net-Lead, LLC provides AgencyIQ and any related subscription service "As-Is." Net-Lead, LLC acknowledges that LICENSEE has engaged Net-Lead, LLC on the basis of its claims, reputation and expertise concerning the professional nature of its services except as required by such a professional standard and commercially reasonable quality of professional service. Neither Net-Lead, LLC nor any of its suppliers makes any warranty of any kind, express or implied. Net-Lead, LLC and its suppliers specifically disclaim the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, except as specifically set forth herein. There is no warranty or guarantee that AgencyIQ or any related subscription services will be uninterrupted, error free, transferable or virus-free or that AgencyIQ or any related subscription services will meet any particular criteria of performance or quality, except as specifically set forth in this agreement. Further, Net-Lead, LLC does not warrant that the subscription service is free from bugs, interruption, errors or other program limitations and in no event will Net-Lead, LLC be liable to LICENSEE for damages hereunder. For any cause or causes of actions whatsoever, damages will not exceed the amount actually paid by LICENSEE for use of the subscription service during the six (6) months preceding termination. LICENSEE assumes the entire risk of selection and use of AgencyIQ and any related subscription services as well as the content and information contained therein. The obligations contained in this section shall survive the expiration or earlier termination of this agreement.
To the extent that any warranty statements contained herein are inconsistent with the locality where LICENSEE uses AgencyIQ and the subscription services, the warranties shall be deemed to be modified consistent with such local law. Under such local law, certain limitations may not apply. Some states do not allow the exclusion or limitation of incidental or consequential damages, so this limitation and exclusion will not apply in those states.
14) Disclaimer of Liability:
Net-Lead, LLC has been hired to provide professional services because of Net-Lead's claims, reputation and expertise and shall apply these special qualities in a professional and commercially reasonable manner to the services performed for the LICENSEE. Except as is consistent with the foregoing, in no event and under no legal theory, including without limitation, tort, contract or strict products liability, shall LICENSEE, Net-Lead, LLC or any of its suppliers be liable to the other party for any indirect, special, incidental or consequential damages of any kind, including without limitation, damages for loss of goodwill, computer malfunction or any other kind of commercial damage, even if the other party has been advised of the possibility of such damages. The obligations contained in this section shall survive the expiration or earlier termination of this Agreement. LICENSEE acknowledges and agrees that for reasons beyond Net-Lead's control, AgencyIQ and any related subscription service may be rendered temporarily dysfunctional and that Net-Lead, LLC shall have a reasonable amount of time to remedy and cure dysfunction, if possible, in a commercially reasonable manner. Net-Lead's total liability under this Agreement and any attached scope of work or Exhibit Agreement under any theory or recovery shall not exceed the amounts paid to Net-Lead under this Agreement.
Except as otherwise disclaimed or provided by this agreement, each party hereby agrees to indemnify, defend and hold harmless the other party from and against any and all claims, suits, fines, causes, actions, liabilities, damages, expenses, legal fees and obligations (collectively "Claims") of any kind arising out of or from, either directly or indirectly, (1) The indemnifying party's actions or omissions hereunder, (2) the indemnifying party's breach of any provision or term or condition of this Agreement, or (3) the indemnifying party's default under this Agreement. Further, LICENSEE agrees to indemnify, defend and hold harmless Net-Lead, LLC from and against any and all claims of any kind arising out of or from, either directly or indirectly, any of the LICENSEE'S actions and omissions and/or use of AgencyIQ and/or any of the subscription services in violation of the terms and Conditions of the Agreement as imposed upon LICENSEE. The obligations of this paragraph shall survive expiration or earlier termination of this agreement.
LICENSEE agrees to promptly reimburse Net-Lead, LLC for all taxes, charges, fines, penalties and fees imposed or levied by any government body or agency upon or in connection with the licensing, ownership, leasing, possession or use of Net-Lead's Subscription Service, or otherwise arising in connection with the transactions contemplated in this Agreement, including taxes imposed for data storage services, but excluding all taxes on or measured by the net income of Net-Lead, LLC. These obligations shall survive the expiration or earlier termination of this Agreement.
17) United States Government Use:
Net-Lead, LLC represents that the AgencyIQ Subscription Service, and the related documentation, was developed by Net-Lead, LLC at its private expense and no part of the same is in the public domain.
Except as otherwise provided herein, all notices and other communications under this Agreement shall be in writing, including those published online on the Subscription Service. Notices shall be deemed to have been properly given on the date deposited in the U.S. Mail, if mailed, on the date first made available, if published online, or on the date received, if delivered in any other manner. If no response to an email notice is received within two (2) business days, the notice should be sent by other means with a copy of the email attached. In such case, notice shall be deemed to have occurred the business day following the date of the email, if the email had been sent to the proper email address.
19) Attorneys' Fees:
If any litigation is commenced between the parties to this Agreement related to, either directly or indirectly, the performance under this Agreement or the rights and duties of either party in relation to this Agreement, the party prevailing in such litigation will be entitled, in addition to such other relief as may be granted, to a reasonable sum for attorneys' fees and related costs.
Except as otherwise limited herein, no right or remedy in this Agreement is exclusive of any other provided herein or permitted in law or equity, but each shall be cumulative and in addition to every other remedy. If a party is default under this Agreement, the other party has the right, in its sole discretion, to exercise any one or more of its available remedies, including the imposition of injunctive relief, to protect its interest, reasonably expected profits and economic benefits.
21) No Assignment Without Written Consent:
Except as otherwise provided herein, LICENSEE shall not assign this Agreement or any right, benefit, obligation or duty hereunder, or any interest in this Agreement without first obtaining the prior written consent of Net-Lead, LLC. An assignment by LICENSEE without the prior, written consent of Net-Lead, LLC shall be void ab initio and shall, at the option of Net-Lead,LLC serve to immediately terminate this Agreement.
22) Texas Laws and Venue to Apply:
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to its conflict of law principles, LICENSEE submits to the personal jurisdiction of the courts located in the State of Texas. Any action brought hereunder shall be brought exclusively in a State or Federal Court located in Dallas, Texas. The parties agree that a material portion of the duties and obligations contemplated by this Agreement shall take place in the State of Texas.
23) Entire Agreement, Prior Agreements and Oral Statements Superseded:
This Agreement constitutes the entire agreement of the parties and supersedes any prior understandings of written or oral agreements between the parties respecting this subject matter. Except as otherwise expressly referenced herein, there are no other understandings or agreements between the parties regarding this subject matter.
24) Waiver of Breach:
Any failure by a party to require strict performance by the other party or any waiver by a party of any breach of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of the same or a different provision of this Agreement.
25) Legal Construction:
In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such as invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement must be construed as if the invalid, illegal or unenforceable provision had never been contained in the Agreement.
26) Amendments & Counterparts:
No amendment, modification, or alteration of the terms of this Agreement shall be binding unless the same be in writing, dated subsequent to the date of this Agreement and duly executed by the parties of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
27) Binding Effect:
The provisions of this Agreement are binding upon and inure to the benefit of parties and their respective legal representatives, successors and assigns. Further, each of the below individuals executing this Agreement on behalf of the respective parties is duly authorized to execute this Agreement on such party's behalf.
The relationship between NetLead and LICENSEE is that of independent contractors and neither LICENSEE nor its agents shall have any authority to bind Net-Lead, LLC in any way.
28) Time of the Essence:
Time shall be of the essence in the performance of all terms, conditions and provisions of this Agreement.
A) This agreement shall not be governed by the United Nations Convention for the International Sale of Goods.
B) The controlling language of this Agreement is English.
C) Neither party shall be in default or be liable for or deemed in default for any delay, failure in performance (expecting the obligation to pay) or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.