Terms of Service

 

Terms of Service

By registering for an account at www.leadsengage.com with your email address you are agreeing to the Terms of Service and all other clauses listed here forth. If you do not wish to accept these terms you can simply deactivate your account and not continue using it. LeadsEngage is a product owned by LeadsEngage Inc and this agreement is between you (Customer) and LeadsEngage Inc referred as LeadsEngage in this entire document (Vendor)

Recitals

  • a) Whereas, LeadsEngage has represented to the Company that it has developed a comprehensive Marketing Automation Software (LeadsEngage);
  • b) And Whereas LeadsEngage has represented that it has all the requisite rights, approvals, skills and licenses to provide Services (defined herein below) and to grant to the Company, such rights to the Sales Management Software as are detailed in this Agreement;
  • c) And Whereas the Company upon representations of LeadsEngage wishes to avail the Services of LeadsEngage, to manage their marketing data;
  • d) And Where LeadsEngage agrees to perform such obligations, subject to the terms and conditions set out below.

In consideration of the mutual covenants and conditions contained herein, the parties agree as follows:

1. Definitions

The following definitions apply throughout this Agreement

  • 1.1 Confidential Information” means any material, data, or information in whatever form or media of a party to this Agreement that is provided or disclosed to the other, and shall include, the Services rendered by LeadsEngage to Company, financial and operational information, and other matter relating to the operation of Company’s business, including information relating to actual or potential customers, accounting, finance or tax information and pricing information.
  • 1.2 “Software” means Marketing Automation Software.
  • 1.3 “Services” means the Marketing Automation Software as detailed in Clause 2.
  • 1.4 "Error" means any failure of the Software to operate in conformance with the Documentation and/or specification.
  • 1.5 “Invoice” shall mean any invoice issued by LeadsEngage for Services.
  • 1.6 “Company Materials” means materials of Company or Company's suppliers (including access to code) or other materials in possession of the Company that may affect the performance of the Software.

2. Scope and Term of Agreement

This Agreement sets forth the terms and conditions under which LeadsEngage shall provide Marketing Automation Software to Company:
This Agreement shall remain in effect unless and until terminated by LeadsEngage or Company in accordance with Section 15.

3. Correction of Deficiency

LeadsEngage agrees to correct any material deficiencies in the performance of the Services provided that Company has notified LeadsEngage in writing of such deficiency and specify in detail the nature of the deficiency, and provided further that LeadsEngage shall be afforded a commercially reasonable period of time to correct such deficiency.

4. Fees, Invoicing & Payment

  • 4.1 Parties agrees that LeadsEngage shall charge a Service fee as mentioned in pricing page or proposal for rendering the services . Local Taxes shall be charged additionally.
  • 4.2 Refunds are provided under the following scenarios.
  • 4.2.1 Client requesting for refund within 14 days from the date of payment.
  • 4.2.2 LeadsEngage & client both are mutually agreeing that the software is not meeting the client requirement.
  • 4.2.3 Refund shall be done after deducting subscription charges till date and any additional training, implementation charges if any
  • 4.2.4 Local tax paid can’t be refunded.
  • 4.2.5 No refunds for clients who are banned from using the software due to anti spam policy violation.

5. License Grant

Subject to the terms and conditions of this Agreement, LeadsEngage hereby grants to Company rights to use software as service through browser or mobile app. The company can export the data anytime using export tools. The license rights are given for the company for its own use and it can provide access permissions for employees, partners, etc.

6. Ordering and Delivery

An Order will be binding on both parties when signed by authorized representatives of both the parties. Each Order shall include the following information: (a) the Services agreed, Software licensed or to which Maintenance shall apply, and (b) the applicable fees. No additional or different terms in any purchase order or similar document shall modify the terms of this Agreement, unless signed by the representatives of both the parties.

7. Warranty

  • 7.1 Exclusive Warranty LeadsEngage warrants that sales data of Company on Software shall conform in all material respects to the Documentation. LeadsEngage does not warrant that operation of the Software will be uninterrupted or “bug” free. However, LeadsEngage undertakes, at no additional cost to the Company, to rectify Errors and/or make Modifications to the Software to ensure that it confirms to the Documentation and specifications. The Services shall be governed by the service level timelines as agreed by the Parties.
  • 7.2 Other Warranties LeadsEngage hereby agrees and warrants to the Company that (i) it will use reasonable skill and care in the provision of the Services; (ii) Services shall be performed in compliance with all applicable Laws and Regulations and that LeadsEngage has all necessary rights, authorisations and licences to provide the Services and to provide all related materials and Services required under this Agreement.
  • 7.3 Disclaimer EXCEPT FOR THE LIMITED REPRESENTATIONS, WARRANTIES, AND COVENANTS EXPRESSLY STATED HEREIN, THE SOFTWARE, DOCUMENTATION, ARE PROVIDED "AS IS," AND LeadsEngage AND ITS SUPPLIERS HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED REPRESENTATIONS, WARRANTIES AND COVENENANTS EXPRESSLY STATED HEREIN, LeadsEngage AND ITS SUPPLIERS DO NOT WARRANT OR REPRESENT THAT THE SOFTWARE, DOCUMENTATION, WILL BE FREE FROM BUGS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR-FREE, OR MAKE ANY OTHER REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE OR DOCUMENTATION IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. COMPANY ACKNOWLEDGES THAT LeadsEngage IS NOT RESPONSIBLE FOR AND WILL HAVE NO LIABILITY FOR HARDWARE, SOFTWARE OR OTHER ITEMS OR ANY SERVICES PROVIDED BY ANY PERSON OR ENTITY OTHER THAN LeadsEngage OR ITS EMPLOYEES, AGENTS OR CONTRACTORS OR FOR NETWORK FAILURE. COMPANY FURTHER ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT.

8. Confidentiality

In the course of performing this Agreement, the parties may disclose to each other Confidential Information. "Confidential Information" shall mean any and all non-public technical and non-technical information provided by either party to the other, including but not limited to (i) patent and patent applications; (ii) trade secrets; and (iii) proprietary information including, but not limited to, ideas, sketches, techniques, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future and proposed products and services of each of the parties, and including, without limitation, their respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales, merchandising, marketing plans and information the disclosing party provides regarding third parties. All Confidential Information shall remain the sole property of the disclosing party, and the receiving party shall have no interest in or rights with respect thereto except as expressly set forth in this Agreement. Each party agrees: (i) not to use any Confidential Information of the other party for any purpose except in the performance of its obligations under this Agreement or as otherwise expressly permitted hereunder; (ii) to disclose such Confidential Information only to employees (or third party subcontractors permitted under this Agreement) who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than that set forth herein; (iii) to protect such Confidential Information from unauthorized use, access or disclosure in the same manner that it protects its own similar Confidential Information, but in no event with less care than a reasonably prudent business would exercise and (iv) to promptly notify the other party of any actual or potential unauthorized access to or use of Confidential Information. The foregoing restrictions on disclosure shall not apply with respect to any information which: (a) was or becomes generally known or publicly available through no act or failure to act on the part of the receiving party; (b) is known by the receiving party without restrictions on disclosure at the time of receiving such information as evidenced by its records; (c) is rightfully furnished to the receiving party without restrictions on disclosure by a third party without a breach of such third party's obligations of confidentiality; or (d) is required by law to be disclosed by the receiving party.

  • 8.1 LeadsEngage agrees not to disclose data provided by the Company on its software or to any third party or use data provided by the Company other than for the purpose of rendering Services to the Company, in accordance with the terms of this Agreement.
  • 8.2 LeadsEngage will not be responsible for the leakage of confidential information caused by Company’s employees or Company’s respected persons since LeadsEngage has no control of the users added by the Company to the system and the security lapses that may subsequently arise due to users created by the company.
  • 8.3 LeadsEngage shall all the information received during requirements gathering in email, phone or meetings are maintained with strict confidentiality & highest data security.
  • 8.4 LeadsEngage shall not use any of such proprietary information either directly or indirectly on other customers or our internal reference. Customer proprietary information should be information specific to customer business and not generally available best practices
  • 8.5 Customer logo, name shall be used in our general customer list pages. However LeadsEngage shall not use customer business case study without getting written consent from the customer.
  • 8.6 Customer Responsibility of Data Security:
  • 8.6.1 Customer shall not send their customer, contacts or any sensitive data to our team directly without right encryption. For implementation & setup customers can share few sample data and take training for data setup. Alternatively remote desktop access can be given for full data setup under authorized personnel supervision.
  • 8.6.2 Never send any sensitive business data to any of our employees personal mail id’s . All support, sales queries to be sent to official sales, support mail ids. Never share administrator password to anyone including our staff. We don’t need admin access for training or debugging. Instead a remote desktop connection is sufficient for most cases, else provide temporary access under direct supervision only.
  • 8.6.3 Security and Backup. Our servers have multiple level of backup’s, redundancy. However we recommend that you maintain weekly or monthly backups in csv formats for your security purpose.

9. Service Level Agreement

  • 9.1 Infrastructure Service Commitment LeadsEngage Software application are hosted on Amazon Web Services (AWS) Cloud Solutions and the SLA provided by AWS is at least 99.95% uptime for the servers & Database and with the above assumption we provide same service commitment to our end customers.
    However we have kept reasonable redundant servers in multiple time zones, geographies to mitigate the service downtime risk
  • 9.2 Software Defects All software defects are rectified without any additional charges. The time needed for rectification is based on complexity of reported issue.
  • 9.3 General Support All support tickets are acknowledged with ticket id immediately. All support tickets are responded within one business day. We work on Monday to Friday (09:30 AM to 06:30 PM).

10. LeadsEngage Indemnity

LeadsEngage agrees to indemnify, defend and hold harmless Company, its affiliates, their officers, directors, employees and agents from and against all damages and costs (including reasonable attorneys' fees) arising from or relating to:

  • 10.1 any claim brought against Company by a third party alleging that the Software directly or indirectly infringes any patent, copyright, trademark or other intellectual property right or misappropriate any trade secret. The parties acknowledge and agree that LeadsEngage's obligations under this item (i) of this Section 10 are conditioned upon Company providing LeadsEngage : (a) prompt written notice of the existence of such claim, suit, action or proceeding (each a "claim"); provided that a failure of the Company to promptly notify LeadsEngage shall not relieve LeadsEngage of liability hereunder except to the extent that Company defences to such claim are materially impaired by such failure to promptly notify;; and (b) assistance at LeadsEngage 's request and sole expense, to the extent reasonably necessary for the defence or settlement of such claim. If any claim that LeadsEngage is obligated to defend has occurred or, in LeadsEngage 's opinion, is likely to occur, LeadsEngage may, at its option and expense either (1) obtain for Company the right to continue to use the applicable Software, (2) replace or modify the Software so it becomes non-infringing, without materially adversely affecting the Software's specified functionality, or (3) if (1) or (2) are not readily available after using reasonable commercial efforts or, if neither of the foregoing options is commercially reasonable, help company to retrieve all the data; provided that termination pursuant to this Section 10 shall be deemed a termination by Company for cause.
  • 10.2 Any negligence, misconduct, misrepresentation or fraud on the part of LeadsEngage or its employees, agents, officers, or other third party engaged by LeadsEngage hereunder; and/or
  • 10.3 Breach of any warranty, covenant, representation, term or condition of this Agreement; and/or
  • 10.4 Failure to comply with any law, regulation, rule, statute, notification or any other guidelines issued by a regulatory authority.

11. Company Indemnity

Company agrees to indemnify, defend and hold harmless LeadsEngage from and against all damages and costs (including reasonable attorneys' fees) finally awarded against LeadsEngage (or finally settled upon) and arising from: (i) any claim of personal injury or tangible personal property damage (excluding data) of whatsoever nature or kind arising, in whole or in part, out of, as a result of, or in connection with the gross negligent or willful misconduct of Company, its employees, subcontractors or agents; (ii) any claim brought against LeadsEngage by a third party alleging that the Company Materials directly infringe any copyright or trademark or misappropriate any trade secret in existence as of the Effective Date; or (iii) any claim brought against LeadsEngage by a third party arising from or relating to any modification of the Software by Company or any use of the Software other than as permitted under this Agreement. The parties acknowledge and agree that Company's obligations under this section are conditioned upon LeadsEngage providing Company: (1) prompt written notice of the existence of such claim, suit, action or proceeding (each a "claim"); (2) sole control over the defense or settlement of such claim; and (3) assistance at Company's request to the extent reasonably necessary for the defense of such claim. The foregoing sets forth Company's sole and exclusive obligation and LeadsEngage 's sole and exclusive remedy for any claim of intellectual property infringement or misappropriation relating to the Company Materials. Notwithstanding the foregoing, Company shall not indemnify, defend or hold harmless LeadsEngage for any claims arising from: (a) any LeadsEngage intellectual property or software incorporated in or combined with the Company Materials where in the absence of such incorporated or combined item, there would not have been infringement; (b) Company Materials which have been altered or modified by LeadsEngage (other than in response to a request by Company), where in the absence of such alteration or modification the Company Materials would not be infringing; (c) use of an any version of the Company Materials for which Company has made available an updated, revised or repaired subsequent version; or (d) the gross negligence or willful misconduct of LeadsEngage or any of its agents, subcontractors or employees. Upon notice of any claim of infringement or upon reasonable belief of the likelihood of such a claim, Company shall have the right, at its option, to: (x) obtain the rights to continued use of the Company Materials; (y) substitute other suitable, functionally-equivalent, non-infringing materials; or (z) replace or modify the Company Materials or their design so that they are no longer infringing.

12. Limitation of Liability

EXCEPT FOR ANY BREACH OF SECTION 8, 9 OR WITH REGARD TO ANY DUTY OR OBLIGATION REQUIRED PURSUANT TO SECTION 10 OR 11 OR WITH REGARD TO ANY ACT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, NEITHER PARTY HERETO NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY LOSS OF USE OR GOODWILL, INTERRUPTION OF BUSINESS, LOSS OR INACCURACY OF BUSINESS INFORMATION, LOST PROFITS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR ANY BREACH OF SECTION 8 OR WITH REGARD TO ANY DUTY OR OBLIGATION REQUIRED PURSUANT TO SECTION 10 OR 11 OR WITH REGARD TO ANY FEE PAYMENT OBLIGATIONS OR ACT OF GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT, IN NO EVENT SHALL LeadsEngage'S LIABILITY TO THE COMPANY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT OF SERVICE FEES RECEIVED BY LeadsEngage UNDER THIS AGREEMENT. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT AND THAT IN ITS ABSENCE, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

13. Term and Termination

  • 13.1 Term This agreement shall remain in effect for a period of 1 year from the date of execution or until terminated as provided herein.
  • 13.2 Termination Company may terminate this Agreement at any time for any reason following sixty (60) days notice to LeadsEngage. Either party may terminate this Agreement if the other party fails to cure any breach of this Agreement within thirty (30) days after receiving notice of the occurrence of such breach (or immediately in the case of a material breach of a material term within Section 8).
  • 13.3 Effects of Termination Upon termination of this Agreement for any reason, any amounts owed under this Agreement will be immediately due and payable, all rights and licenses granted under this Agreement will immediately cease to exist. In case of termination or expiry of the Agreement, the rights and licenses granted under this Agreement prior to such expiry or termination shall continue but all future obligations of LeadsEngage in regard to the Services will cease.
  • 13.4 Survival Sections 1, 5, 8,9, 10, 11, 12, 13 and 14 shall survive any termination hereof.

14. General

  • 14.1 Independent Contractors The relationship of LeadsEngage and Company established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to: (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking, or (iii) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever.
  • 14.2 Compliance with Laws Each party will comply with all applicable laws and regulations in its use of the Software.
  • 14.3 Assignment This Agreement may not be assigned or transferred by either Party (in whole or in part and whether voluntarily, involuntarily, or by operation of law) without the prior written consent of other Party and any attempt to do so shall be null and void and of no effect.
  • 14.4 Governing Law This Agreement shall be deemed to have been made and performed in, and shall be construed pursuant to the laws of India and the parties hereby agree to submit to the exclusive jurisdiction of the courts of Chennai.
  • 14.5 Remedies Each party recognizes and agrees that non-breaching party is entitled to seek equitable relief (including an injunction) with respect to any breach or potential breach of terms of this Agreement, in addition to any other remedies available at law.
  • 14.6 Waivers and Amendments Any waiver of or amendment to the terms of this Agreement shall be effective only if made in writing and signed by an authorized and duly empowered representative of each of the parties hereto. No failure to exercise, and no delay in exercising any right hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right hereunder preclude further exercise of any right hereunder.
  • 14.7 Severability If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable or invalid, that provision shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions shall remain in full force and effect.
  • 14.8 Headings Section headings in this Agreement are for convenience only and are not to be used in interpreting this Agreement. As used in this Agreement, the word "including" means "including but not limited to". The parties acknowledge and agree that no implied rights or licenses are conveyed by this Agreement, that all rights are specific to the parties and do not extend to their parents, subsidiaries or affiliates and that all rights in and to the Software not expressly granted to Company in this Agreement are reserved by LeadsEngage.
  • 14.9 Non-Hire Both Parties agrees that for the term of this Agreement and for a period of three (3) years thereafter, it will not directly or indirectly, recruit, solicit, discuss employment with, hire, employ or engage other Party’s personnel, or induce any such individual to leave the employment of other Party.
  • 14.10 Dispute Resolution All disputes arising out of or in connection with the Agreement shall be resolved by arbitration. The arbitration shall be held in Chennai/India, in accordance with the Arbitration and Conciliation Act, 1996 by a panel of three arbitrators, one appointed by each party and the two appointed arbitrators shall appoint a presiding arbitrator. The language of the arbitration shall be English. The award rendered shall be final and binding upon the parties. Each Party will promptly pay its share of all arbitration fees and costs and shall be responsible for its own attorneys’ fees.
  • 14.11 Promotion Company hereby grants to the other party a non exclusive, non-transferable, right and license to display its trademarks and logo (subject to the terms and conditions of such party's standard trademark usage guidelines) for purposes of reference and acknowledgement.
  • 14.12 Counterparts This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument. Execution and delivery of this Agreement may be evidenced by facsimile transmission.
  • 14.13 Force Majeure Any delay in the performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by a labor dispute, market shortage of materials, fire, earthquake, flood or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to resume performance as soon as reasonably practicable.
  • 14.14 Entire Agreement Both parties agree that this Agreement, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous and contemporaneous written and oral agreements and communications relating to the subject matter of this Agreement.

For any queries please mail us at support@leadsengage.com

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