By entering into a business transaction with LC Acquisition, LLC, you (hereinafter "Lead Buyer") expressly agree to abide by the Terms and Conditions set forth herein.1. Parties
This Agreement, is between you and LeadChimp, a Florida limited liability company, and its parent entities, subsidiaries any of its affiliates, (hereinafter collectively referred to as "LeadChimp").2. Contract
This Agreement is entered into in connection with a contract or insertion order. The applicable contract or insertion order is incorporated herein by reference, and the terms of the Agreement are hereby incorporated into the applicable contract or insertion order by reference. In the event of any inconsistency between the applicable contract and the Agreement, the applicable contract shall control. NO TERM OR CONDITION PLACED BY LEAD BUYER IN AN APPLICABLE CONTRACT SHALL BE BINDING UPON LeadChimp, UNLESS EXPRESSLY AGREED TO IN WRITING BY LeadChimp.3. Services
LeadChimp' exclusive obligation is to supply Lead Buyer with Sales Leads as provided for in the applicable contract or insertion order. Except as otherwise expressly provided in the applicable contract or insertion order; positioning of the media advertisements utilized to generate said leads is at the sole discretion of LeadChimp.
In the event Lead Buyer desires to utilize a custom branded advertising campaign, it is the Lead Buyer's obligation to submit advertising materials in accordance with LeadChimp's criteria or specifications. LeadChimp, in its sole discretion, reserves the right not to publish or place any media advertising at any time. LeadChimp reserves the right to reject any media advertising. This Agreement is not enforceable until accepted by LeadChimp. Failure by LeadChimp, to publish or place any requested media advertisement does not constitute a breach of contract, or otherwise entitle Lead Buyer to any legal remedy. Lead Buyer agrees that it assumes all risks of loss/damage with any placement by LeadChimp.4. Term
LeadChimp shall use commercially reasonable efforts to provide leads on the start date provided in the applicable contract, and unless terminated as provided herein, said services shall remain in effect for the term set forth in the applicable contract.5. Cancellation
All cancellations require a written notice to be served upon LeadChimp, within 5 (five) days of the noticed cancellation date. It takes approximately 3 business days for the running/display of an advertisement to be canceled. Any and all advertisements delivered during such period will be billed to the Lead Buyer.6. Reporting
Counting and tracking of media advertisements shall be based on LeadChimp's internal reporting counting and/or tracking procedures only.7. Content
In the event of a custom branded campaign; LeadChimp shall display on publisher web sites or emails lists, the media advertisements provided by Lead Buyer and shall be delivered in good faith on web sites or e-mail lists or other sites as specified by LeadChimp without guarantee of exclusivity, or of placement within the publisher's web site or e-mail. LeadChimp will not accept, and to the best of its knowledge, will not place media advertisements on any web sites that contain, or provide links to:
a. Nudity, pornography, and sexual material of a lewd or obscene nature and intent, or that violates local, state, national and/or international laws; or
b. Any material that violates or illegally infringes in any way upon the rights of others including, without limitation, copyright or trademark rights; including but not limited to "warez" (copyrighted software that is distributed illegally), "mp3" files of copyrighted music, copyrighted photographs, text, video or artwork; or
c. Any material that is threatening, abusive, harassing, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, harmful, libelous, indecent, or otherwise objectionable (including, but not limited to, posting the private information of other parties); or
d. Content that promotes, encourages, or provides instructional information about illegal activities (such as "hacking", "cracking", or "phreaking"); or
e. Any software, information or other material that contains code, corrupted data, or any other harmful or damaging component designed to damage or impair the operability of computer systems; or
f. Hate propaganda or hate mongering, swearing, or fraudulent material or activity; or
g. Content that promotes, encourages, invites, uses, provides, or otherwise engages in placing or receiving a bet or wager or any other activity that meets the legal or regulatory requirements for unlawful gambling, or sending, receiving, or inviting information assisting in the placing of a bet or wager or any other activity that meets the legal or regulatory requirements for unlawful gambling.8. Ad Placement and Positioning
LeadChimp will use its best efforts to substantially comply with the contract, including all ad placement restrictions, so that it is consistent with the specifications within the contract, and with the specifications as provided by Lead Buyer. Lead Buyer hereby acknowledges that LeadChimp does not control ad placements, etc., and cannot guarantee ad placements, etc.9. Trademark License
Lead Buyer retains all right, title and interest in and to the Lead Buyer site, its trademarks, service marks and trade names worldwide. Lead Buyer warrants and represents it is authorized to publish the entire content and subject matter contained therein. Lead Buyer agrees to indemnify, defend, and hold LeadChimp, harmless from any and all liability for claims or suits for libel, defamation, violation of rights of privacy, plagiarism, attorney's fees, trademarks, copyright infringement, content (including text, illustrations, representatives, sketches, maps, labels, or any other copyrighted matter) of advertisements printed or unauthorized use of any person's name or photograph, arising from LeadChimp, reproduction and publishing of such pursuant to Lead Buyer's submission. Lead Buyer grants LeadChimp a non-exclusive limited license to use, market, display, perform, copy, transmit, and promote its trademarks, service marks and trade names only in connection with publishing or placing media advertisements on behalf of Lead Buyer and performing its other advertising and promotional obligations set forth herein. All such use shall be in accordance with the Lead Buyer's policies regarding trademark usage as provided to LeadChimp by Lead Buyer.10. Non-Circumvent
During the term of this Agreement and for a period of six months beginning on the end date of the Campaign, Lead Buyer may not contact LeadChimp's affiliates directly or indirectly (e.g. through an advertising agency) to solicit the business of said affiliates. Lead Buyer may not accept any advertising business from affiliates for products and services substantially similar to those in the contract or in the Advertisements. Lead Buyer will maintain complete confidentiality regarding LeadChimp business sources. Lead Buyer will not in any way circumvent or attempt to circumvent LeadChimp.11. Payment Terms
Absent other terms agreed to in writing by the parties, all campaigns for advertising must be paid in full, a deposit is made before a campaign is implemented or any lead delivery is commenced. All payments must be made payable to "LeadChimp". Please allow 5 business days for the campaign to begin from the date we receive payment. In the event Payment terms are granted, any payment not made when due date shall accrue interest at the rate of 1.5% per month or any fraction thereof, or if less, the highest rate permitted under law. Lead Buyer shall bear costs of collection, including reasonable attorney's fees, court costs and related expenses, incurred on all unpaid amounts.12. Force Majeure
Neither party shall be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes. In such event, LeadChimp shall make every reasonable effort within 5 business days, to recommend a substitute transmission for the Advertisement or time period for the transmission. If no such substitute time period or make good is acceptable to Lead Buyer, LeadChimp shall allow Lead Buyer a pro rata reduction with regard to the space, time and/or program charges in the amount of money assigned to the space, time and/or program charges at time of purchase. Lead Buyer acknowledges that it is responsible for all actions notwithstanding any delay or default in performance. Lead Buyer shall have the benefit of the same discounts that would have been earned had there been no default or delay. To the extent that a force majeure has continued for five (5) business days, LeadChimp has the right to cancel the media advertisement.13. Indemnification
Lead Buyer shall defend, indemnify, and hold harmless LeadChimp and its respective agents, affiliates, parents, subsidiaries, directors, officers, and employees against any loss relating to or arising out of Lead Buyer's product, service or the content of any advertisement delivered accurately, including but not limited to materials that violate the right of a third party; materials that are defamatory or obscene; or materials that would constitute a criminal offense.14. Warranties
LeadChimp represents and warrants that LeadChimp has all necessary permits, licenses, and clearances to operate the LeadChimp's website and post all content contained therein or as given for use outside the site. Lead Buyer represents and warrants that the Lead Buyer has all necessary licenses and clearances to use the content contained in their advertising material. All parties' performances hereunder will be in compliance with all applicable laws, rules and regulations.15. Entire Agreement
These terms and conditions and the related contract constitute the entire agreement of the parties with respect to the subject matter and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter.16. Use of Leads
Unless otherwise stated, the leads delivered to Lead Buyer are for use by Lead Buyer only. Lead Buyer agrees not to resell, transfer or distribute the leads to any other individual or entity without LeadChimp's prior written consent. Any use of the leads will be in compliance with all applicable federal, state, and local laws, rules and/or regulations.17. LC Acquisition, LLC
guarantees that leads provided will conform to the specifications outlined in the insertion order agreed to by and between yourself and LeadChimp. As outlined in LeadChimp' Publisher Terms and Conditions, unless otherwise agreed to by you and LeadChimp, LeadChimp does not collect leads that are incentivized.
LeadChimp will only accept returns if the leads generated contain (i) an invalid phone number unless (where such information is required to be obtained), (ii) an invalid contact name (where such information is required to be obtained), or (iii) where the lead is obviously bogus (ie: George Bush, 1600 Pennsylvania Avenue). LeadChimp further guarantees that the information provided is not altered from how it was submitted by the customer. Leads returned for credit must be received by LeadChimp within five (5) calendar days of the date they were generated or they will be deemed accepted and valid.
LeadChimp reserves the right to audit each disputed lead to verify the validity of the dispute.18. Miscellaneous
In the event of any inconsistency between the terms of a contract and these terms and conditions, the terms of the contract shall prevail. These terms and conditions and the contracts shall be governed by the laws of the State of Florida and all parties hereto consent to the jurisdiction of the courts of Florida, in Broward County to resolve any and all disputes that may exist hereunder. No modification of these terms and conditions or any contract shall be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect. All rights and remedies hereunder are cumulative.