WebleadsB2B

WEBLEADSB2B TERMS OF SERVICE, USE AND POLICIES

ACCEPTANCE OF TERMS
Your use of WebleadsB2B’s services, products, software and Website(s) (referred to collectively as “Services”), excluding any services provided to you (the “Customer”) by WebleadsB2B under a separate written agreement, is subject to the terms as a legal agreement between you and WebleadsB2B. “WebleadsB2B” means WebleadsB2B, whose head office is located in Hillegom, The Netherlands.
Unless otherwise agreed in writing with WebleadsB2B, your Agreement with WebleadsB2B will always include, at a minimum, the terms and conditions set out in this document.
In order to use the Services, you MUST first agree to the Terms. You may not use the Services if you do not accept the Terms.
You can accept the Terms by:
(A) Signing this document to accept or agree to the Terms
(B) by actually using the Services. In this case, you understand and agree that WebleadsB2B will treat your use of the Services as acceptance of the Terms from that point forward.
You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with WebleadsB2B, or (b) you are a person barred from receiving the Services under the laws of The Netherlands or other countries including the country in which you are resident or from which you use the Services.
Before you continue, you should print off or save a local copy of the Terms for your records.

SERVICE AGREEMENT
This Service Agreement (“Agreement”) is a legal contract between you (the “Customer”) and us (“WebleadsB2B”). This Agreement governs Customer subscription and use of the WebleadsB2B online Website service (the “Service”) and incorporates all Terms as applicable. Customer use of the Service is conditional on acceptance of this Agreement. By signing this document , Customer accepts and agrees to be bound by all the terms and conditions of this Agreement, as well as any additional terms specific to the particular Service for which Customer registers. The signing of this document for this Agreement creates a binding Service Agreement and legal contract between Customer and WebleadsB2B.
Your Agreement with WebleadsB2B includes the terms of any Legal Notices applicable to the Services. Where additional terms and/or policies apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.
All terms and policies, together with any additional terms, form a legally binding agreement between you and WebleadsB2B in relation to your use of the Services. Collectively, this legal agreement is referred to as the “Terms.” It is important that you take the time to read them carefully.
If there is any contradiction between what the Terms say and what any additional terms or policies say, then the most current Terms shall take precedence in relation to that Service.

SERVICES.
WebleadsB2B will provide Customer with the Service subject to the terms and conditions of this Agreement. Customer acknowledges that the Service may be offered in various separately priced service levels or packages (“Service Plans”), and Customer will only receive the Service Plan(s) that Customer has signed for, and for which Customer is paying all associated fees.

SERVICE DEFINITION.
Service is defined as use of the on-line reporting service, tools and programs provided by WebleadsB2B on a subscription basis.
Service Activation: By definition, service is activated once the Terms Agreement has been signed and received by WebleadsB2B. Once signed, an account is generated, and activation of service along with all applicable terms, use and service agreements have begun.
WebleadsB2B reserves the right, in its sole discretion, to refuse and/or terminate any registration or Service activation request for any reason or no reason, and shall not be obligated to provide any Service to Customer unless it has received full payment of the applicable fee(s).

AGREEMENT TERM.
This Agreement commences on the date it is signed and shall continue until terminated by one or both parties under the terms defined in this Agreement. CUSTOMER AGREES TO AN AUTOMATIC RENEWAL OF THIS AGREEMENT FOR THE PERIOD OF TIME SELECTED FOR SUBSCRIPTION UNTIL OR UNLESS ONE OR BOTH PARTIES CHOOSES TO TERMINATE THIS AGREEMENT UNDER THE TERMS AS DEFINED HEREIN. AUTOMATIC RENEWAL IS DEFINED AS CONTINUATION OF THIS AGREEMENT FROM ONE TERM PERIOD TO ANOTHER, SUBJECT TO A PRICE REVIEW AND UPDATE OF PRICE TO REFLECT CURRENT PRICING AT TIME OF RENEWAL AS NECESSARY. PRICE CHANGES ARE AUTOMATIC UPON BILLING TO REFLECT CURRENT PRICING SCHEDULE AT TIME OF RENEWAL. All other terms and conditions of this Agreement will continue.

PRICING.
Customer agrees to pay base subscription fee and any add-on services to which he/she subscribes. Pricing within the terms of this Agreement is private and will not be shared or disclosed in whole or in part to any other party.

PAYMENT.
Customer agrees to pay WebleadsB2B any recurring subscription fees as applicable for the Service Customer selects. THE COMPLETION AND SIGNING OF THIS DOCUMENT AUTHORIZES WEBLEADSB2B TO CHARGE FOR ALL SUCH FEES AND ANY RELATED TAXES CORRESPONDING TO THE SELECTED SERVICE. SUCH CHARGES WILL BE MADE ON A RECURRING BASIS FOR SERVICE AS SELECTED BY THE CUSTOMER. In order to avoid the full fee for any new subscription period, Customer must cancel the Service thirty (30) days BEFORE the new period begins. Any failure to pay the amounts due under this Agreement will be a material breach of Customer obligations under this Agreement. Without limiting any other remedies available to WebleadsB2B, YOU AGREE TO FULLY REIMBURSE WEBLEADSB2B FOR ANY COSTS AND EXPENSES THAT WEBLEADSB2B MAY INCUR IN CONNECTION WITH COLLECTING OR ATTEMPTING TO COLLECT ANY SUCH UNPAID AMOUNTS.

REFUNDS.
CUSTOMER ACKNOWLEDGES AND AGREES THAT ONCE PAYMENT HAS BEEN RECEIVED BY WEBLEADSB2B AND SERVICE IS ACTIVATED NO REFUNDS WILL BE ISSUED FOR ANY REASON.

LATE FEES.
The Customer will pay a late payment charge of 2.5%, or the maximum amount allowable by law, whichever is greater, on any undisputed invoice remaining unpaid after the date upon which payment is due. If Customer fails to pay any undisputed invoices for a period of sixty consecutive days after the invoiced due date, WebleadsB2B may, in its discretion, suspend or otherwise terminate Service at WebleadsB2B’s option.

CHANGES AND MODIFICATIONS.
The WebleadsB2B services are billed on a subscription basis. WebleadsB2B may change its Service fees, prices, or any other terms of this Agreement, at any time. If Customer does not agree to any changes in accordance with this Section, Customer may cancel Customer account or the affected Service as provided herein before the given changes become effective; otherwise Customer will be deemed to have accepted and agreed to the changes.

Additional modifications to these terms and conditions may be made in special circumstances, but only if approved in advance in a signed writing on WebleadsB2B’s letterhead by a duly authorized management-level WebleadsB2B official. Product sales and support representatives or sales agents are not authorized to waive or modify any provisions of this Agreement. No failure by WebleadsB2B to enforce any term of this Agreement shall be construed as a waiver thereof, nor shall it affect Customer obligations or WebleadsB2B’s rights and remedies hereunder.

DURATION AND CANCELLATION OF SERVICES.
The term of this Agreement will begin on the date of this Agreement and will continue in force until terminated according to terms stated herein. Unless stated otherwise by WebleadsB2B, each Service will be provided and billed on a regular subscription basis. Subscriptions will automatically renew with each contracted period, as applicable, until cancelled in accordance with the terms herein. At any time after activation of a Service, either Customer or WebleadsB2B may cancel that Service or WebleadsB2B may discontinue the Service completely by providing written hardcopy or electronic notice to the other party, in which case the Service will terminate on the date specified in the cancellation notice. If no date is specified, the Service will terminate at the end of the then-current billing period. WebleadsB2B also reserves the right to cancel any individual Service immediately and without notice in the event that Customer breach any provision of this Agreement or any other terms that apply to the Service. NO REFUNDS WILL BE AVAILABLE ON ACCOUNT OF ANY SERVICE CANCELLATION BY EITHER PARTY, EXCEPT AS EXPRESSLY PROVIDED IN THE SECTION ENTITLED “REFUNDS” HEREIN.
Either party shall have the right to terminate this Agreement if the other party breaches a material term under this Agreement and fails to cure such breach within thirty (30) calendar days after receipt of written notice describing the breach in reasonable detail, or if the other party becomes bankrupt, insolvent or there is a substantial change in ownership of either party.
All remaining terms of this Agreement shall survive and remain in effect notwithstanding any termination of this Agreement. If this agreement is terminated by WebleadsB2B or by Customer for any reason, Customer agrees to remove WebleadsB2B code, “script,” logos and trademarks and any other parts of the Service from all of Customer Websites and other items. If Customer does not remove all WebleadsB2B code and script, the script will convert to an url publicly displaying “Web Lead Generation by WebleadsB2B” and linking to www.webleadsB2B.com or a similar message as long as the script remains on the site.
In circumstances beyond WebleadsB2B’s control, including but not limited to equipment failure, acts of nature, disaster or third party actions, WebleadsB2B will be held blameless and harmless against legal action for the discontinuance of service.

CUSTOMER PROMISES AND OBLIGATIONS.
AS A CONDITION OF RECEIVING ANY SERVICES, YOU PROMISE, REPRESENT AND WARRANT THE FOLLOWING:
(a) All of the information Customer supplies to WebleadsB2B is true, complete and accurate, and Customer will notify WebleadsB2B of any changes to Customer data during the term of this Agreement and submit updated information within twenty (20) days of any such changes;
(b) None of the URLs Customer submits to WebleadsB2B link to any Web page or site that contains any:
(i) nudity, pornography or other sexually-explicit material;
(ii) hate propaganda or material that encourages or promotes illegal activity or violence;
(iii) content that violates or infringes in any way upon the statutory, common law, or proprietary rights of others, including but not limited to copyrights, trademark rights, patents or any other third party intellectual property, contract, privacy or publicity rights;
(iv) material that promotes or utilizes software or services designed to deliver unsolicited e-mail;
(v) material that violates any local, state or national law or regulation;
(vi) misrepresentations or material that is threatening, abusive, harassing, defamatory, obscene, profane, indecent or otherwise objectionable, offensive or harmful; or
(vii) other material that WebleadsB2B, in its sole discretion, deems inappropriate, including any violations of standards posted on WebleadsB2B’s Website or sent to Customer by e-mail.
(c) You will safeguard account information and password by not disclosing it to any third party, and Customer will assume responsibility for any and all harm or liability attributable to Customer or any other person accessing Customer account or any Service with Customer account information and password;
(d) You will not copy, sell, redistribute, license, sublicense, or otherwise transfer Customer account, or any materials provided to Customer in connection with the Service, to any third party without WebleadsB2B’s written consent;
(e) You will comply with all federal laws and regulations governing Customer actions under this Agreement; and
(f) You have full power and authority to enter into this Agreement and to perform Customer obligations hereunder.
Without limiting its other remedies, WebleadsB2B may refuse or cancel Customer account or Service at any time for any violation of the foregoing promises. To assure compliance with the criteria in Subsection (b) WebleadsB2B reserves the right to monitor the content of the Web pages or sites that correspond to the URLs Customer submits to WebleadsB2B.

MODIFICATIONS TO USE OF SERVICE.
Customer will make no efforts to misuse WebleadsB2B services or data, including but not limited to reverse engineering of the software/programming/data, share services with unauthorized parties, use data to hack, spam or illegally manipulate in any way whatsoever, and/or make any modifications or enhancements without WebleadsB2B’s express written consent.
WebleadsB2B may, at any time and without notice, perform service, update or add to the Web analytics services and reporting tools. WebleadsB2B is not obligated to include new functions or improved services that are not covered within this Agreement and is free to make that decision on a “per Customer, per circumstance” basis.
USE OF CODE “SCRIPT.” WebleadsB2B Service relies on the use of a specific and custom code “script” placed in Customer Web page(s) files. Subject to Customer compliance with all the terms of this Agreement, WebleadsB2B grants Customer permission to use the code supplied to Customer by WebleadsB2B (the “Code”) solely for Customer use in receiving the Service for which Customer has paid. Customer agrees to follow all instructions and restrictions provided by WebleadsB2B with respect to Customer use of the Code. In addition, Customer agrees that at the termination of Service for whatever reason, Customer will remove the script from all their Web pages and use. Customer acknowledges that, if the script is not removed upon discontinuance of Service, the script will convert to an url displaying “Web lead Generation” and linking to www.webleadsb2b.com that will be visible on the Customer’s Web page. This url will remain until the script is removed. CUSTOMER AGREES THAT WEBLEADSB2B WILL NOT BE RESPONSIBLE FOR ANY MALFUNCTIONS, ERRORS, DATA INACCURACIES OR IMPROPER RESULTS ATTRIBUTABLE TO USE OR LACK THEREOF OF ANY CODE, WHETHER USED CORRECTLY, INCORRECTLY OR BY UNAUTHORIZED OR UNSUPPORTED USE OF ANY CODE.

OWNERSHIP RIGHTS.
Customer and/or User agrees that the Service and all graphic designs, icons, HTML, code, computer programming, software and other elements incorporated therein are the exclusive property of WebleadsB2B. In addition, Customer/User acknowledges that WebleadsB2B owns all rights, title and interest in and to WebleadsB2B’s trademarks, trade names, service marks, inventions, copyrights, trade secrets, patents, technology, software, code, script and know-how related to the design, function or operation of the Service. Customer rights to the Service are strictly limited to the rights expressly granted in this Agreement.
Furthermore, WebleadsB2B agrees that all Customer Web statistics, tracking data and Website visitor usage information captured during Service is Customer’s sole property, and that WebleadsB2B will not use, sell, or otherwise leverage Customer’s statistical data for any purposes outside of those stated within this Agreement without written permission from Customer. Data collected by WebleadsB2B within the terms of this Agreement is private and will not be shared or disclosed in whole or in part to any other party.

PUBLICITY.
WebleadsB2B has permission and may include Customer’s Website(s) domain name and logo on its customer lists, testimonials and press releases.
By signing up and/or registering for services, trials, subscription or any offerings, paid or free of charge, you agree to be added to WebleadsB2B’s promotional mailings and e-mail updates. You always have the option of opting out (removing yourself from such mailings) by signing in to your account preferences and un-checking the appropriate box provided. Your information will never be given or sold to anyone outside WebleadsB2B.
Customer acknowledges and agrees that general information about Customer’s Website (name, URL, traffic counts, etc.) may be utilized by WebleadsB2B. Possible uses include but are not limited to lists of busiest sites, lists of customer sites, general promotional uses, etcetera.

DISCLAIMER OF WARRANTY.
WebleadsB2B makes no guarantees of any kind regarding the use or the results derived from any Service in terms of dependability, accuracy, security, timeliness, availability, reliability or usefulness. The Service and all related materials, including report data, are provided “AS IS” without warranty or guarantee of any kind. WEBLEADSB2B HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE SERVICES AND RELATED MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WEBLEADSB2B DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES WILL BE SUITABLE FOR YOUR NEEDS OR YOUR INTENDED APPLICATIONS, OR THAT THE SERVICES WILL BE COMPATIBLE WITH OR OPERATE IN THE HARDWARE, SOFTWARE, OR WEBSITE CONFIGURATIONS THAT YOU SELECT.
WARRANTY AND REMEDY LIMITATIONS. WEBLEADSB2B WARRANTS THAT THE SERVICE, WHEN PROPERLY USED, WILL OPERATE AS PRESENTED AND DESCRIBED AND THAT CUSTOMER WILL BE NOTIFIED OF UPGRADES AND CHANGES TO THE SYSTEM. WEBLEADSB2B’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THE FOREGOING WARRANTY SHALL BE WEBLEADSB2B’S OPTION TO EXTEND SERVICE TIME AT NO ADDITIONAL COST TO COMPENSATE FOR LOST ACTIVITY TIME. IF CUSTOMER IS DISSATISFIED WITH ANY PORTION OF ANY SERVICE, CUSTOMER’S SOLE AND EXCLUSIVE REMEDY IS TO CANCEL CUSTOMER ACCOUNT OR CUSTOMER SUBSCRIPTION TO THE GIVEN SERVICE ACCORDING TO THIS AGREEMENT. NO REFUNDS ARE AVAILABLE.
LIMITATION OF LIABILITY. IN NO EVENT WILL WEBLEADSB2B BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES OF ANY KIND OR NATURE, INCLUDING BUT NOT LIMITED TO LOSS OF INCOME, LOSS OR DAMAGE OF DATA, AND DAMAGE TO BUSINESS REPUTATION, UNDER ANY THEORY OF LAW OR EQUITY, AND WHETHER OR NOT WEBLEADSB2B IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING LOSS OF PROFITS, AND EITHER PARTY’S LIABILITY TO THE OTHER PARTY FOR ANY OTHER DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT WHETHER IN CONTRACT, TORT, OR OTHERWISE WILL BE LIMITED TO THE AMOUNT PAID OR PAYABLE TO WEBLEADSB2B FROM CUSTOMER AS COMPENSATION FOR SERVICES UNDER THIS AGREEMENT.
FURTHERMORE, IN NO EVENT WILL WEBLEADSB2B’S TOTAL, CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT RECEIVED BY WEBLEADSB2B FROM CUSTOMER UNDER THIS AGREEMENT. Without limiting the foregoing, WebleadsB2B is not responsible for any of Customer’s data residing on WebleadsB2B hardware. Customer is wholly responsible for backing-up Customer data and information that may reside on the WebleadsB2B hardware, whether or not such information is produced through the use of the Service.

DISPUTE RESOLUTION.
If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute by engaging in an informal dispute resolution process. For a period of thirty (30) days after notice from either party, the parties shall attempt in good faith to resolve the dispute by direct negotiation of representatives of the parties. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties.

ATTORNEY FEES.
If any legal action is necessary to enforce this Agreement, each party is wholly responsible for their own attorney fees, costs and expenses.

INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS. WEBLEADSB2B SERVICES FURNISHED UNDER THIS AGREEMENT ARE PROVIDED WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS AGAINST INFRINGEMENT. WEBLEADSB2B WILL INDEMNIFY, HOLD CUSTOMER HARMLESS FROM, ANY CLAIM, SUIT OR PROCEEDING BROUGHT AGAINST CUSTOMER SO FAR AS IT IS BASED ON A CLAIM THAT WEBLEADSB2B, OR ANY PARTY THEREOF, INFRINGES A COPYRIGHT, TRADE SECRET OR AN EXISTING PATENT, IF NOTIFIED PROMPTLY IN WRITING OF THE CLAIM AND GIVEN FULL AUTHORITY, INFORMATION AND ASSISTANCE FOR THE DEFENSE.

INDEMNIFICATION.
Customer agrees to indemnify, hold harmless, and at WebleadsB2B’s request defend WebleadsB2B and its representatives from and against any and all liability, damages, losses, costs, or expenses (including but not limited to attorneys’ fees and expenses) incurred in connection with any claim related to (a) Customer breach of any term, condition, representation, warranty, or covenant in this Agreement; or (b) the information Customer supplied to WebleadsB2B or made available to any third party. This obligation shall survive any termination of Customer relationship with WebleadsB2B.

GENERAL PROVISIONS.
The laws of the Netherlands govern this Agreement. You hereby consent to the jurisdiction of and venue in courts located in the Netherlands in all disputes arising out of or relating to this Agreement or Customer use of the Service. In addition, Customer hereby consents to the exclusive jurisdiction of, and venue in, such courts for any action commenced by Customer against WebleadsB2B. The prevailing party in any dispute relating to the Service or this Agreement will be entitled to recover its costs, expenses and reasonable attorney fees incurred in connection with such dispute.
The Agreement, along with WebleadsB2B’s Terms referenced herein, constitutes the entire Agreement between Customer and WebleadsB2B with respect to the Service. To the extent of any conflict between the Agreement and Terms, the Terms will govern Customer general use of WebleadsB2B’s Website and Service, and the Agreement will govern Customer use of the Service in particular. If any part of the Agreement is held to be unenforceable, that part will be amended to achieve its intended effect as nearly as possible, and the remainder of the Agreement will remain in full force.
No party shall be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond the party’s reasonable control, including without limitation, acts of any governmental body or failure of the software or equipment of third parties. Except as provided otherwise herein, any notice given under this Agreement will be made in writing by e-mail and will be effective on the business day after it is sent. Customer may not assign this Agreement, and any attempt to do so is void. Customer acknowledges that Customer’s account is part of WebleadsB2B and consequently Customer will receive periodic announcements and information regarding WebleadsB2B’s services. Customer may request to be removed from the news mailing list at any time.

WEBLEADSB2B AND ALL RELATED CODE, MATERIALS, CONTENT AND BUSINESS MATERIALS ARE COPYRIGHT PROTECTED, AND ARE PROPRIETARY IN NATURE. NO PARTY, USER, SUBSCRIBER, CUSTOMER, VISITOR OR ANYONE OTHER THAN LEGALLY AUTHORIZED WEBLEADSB2B STAFF HAS THE RIGHT OR PERMISSION TO COPY, USE, CLONE, REVERSE ENGINEER, SHARE, DEVELOP OR IN ANY WAY UTILIZE WEBLEADSB2B CODE, CONTENT, IMAGES, GRAPHICS OR INFORMATION ON OR FROM WEBLEADSB2B.COM, WEBLEADSB2B, INC, AND/OR WEBLEADSB2B MATERIALS EXCEPT AS SPECIFICALLY STATED IN THESE TERMS AS A USER/SUBSCRIBER. VIOLATORS WILL NOT BE TOLERATED AND LEGAL RIGHTS WILL BE ENFORCED.