Leado Terms of Service

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES OFFERED BY LEADO. BY VISITING THE WEBSITE OR USING THE SERVICES IN ANY MANNER, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH SUPPLEMENTAL TERMS NOTIFIED TO YOU FROM TIME TO TIME THAT APPLY TO SPECIFIC SERVICES SELECTED BY YOU (TOGETHER THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU HAVE NO RIGHT TO USE THE WEBSITE OR SERVICES. USE OF LEADO’S SERVICES IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS.

1. DESCRIPTION OF THE SERVICES

a) Run and track digital marketing campaigns

b) Integrate sales and marketing operations

c) Provide business intelligence on sales and marketing operations

d) Run marketing experiments to optimise ROI

e) Set intelligent rules for lead qualification

f) Automate user engagement

2. USING OUR SERVICES

a) You must provide your full legal name, a valid email address, company related details and any other required information to complete the sign-up process.

b) The Services, together with the www.Leado.io website and domain name and any other linked pages, features, content, or application services offered from time to time by Leado (collectively, the “Website”), are owned and operated by Leado.

c) Leado may communicate with you via email regarding your account, system updates, or other issues related to your account.

d) You are responsible for all Content posted and activity that occurs in your account (even when Content is posted by others to your account).

e) Leado may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or Leado Content (as defined below). Leado may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.

f) Leado reserves the right, in its sole discretion, to modify this Agreement at any time by posting a notice on the Website, or by sending you a notice via email or postal mail. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Services following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified.

g) You represent and warrant to Leado that: (i) you are of legal age to form a binding contract, and you are at least 18 years or age or older; (ii) all registration information you submit is accurate and truthful; and (iii) you will maintain the accuracy of such information. You also certify that you are legally permitted to use and access the Services and take full responsibility for the selection and use of and access to the Services. This Agreement is void where prohibited by law, and the right to access the Services is revoked in such jurisdictions

3. OBLIGATION OF THE CONSULTANT

The Consultant shall:

a) Render Services as mutually agreed upon with due skill and proper care, maintaining the highest professional standard at all times.

b) Render Services at the location described in this Agreement or at such other locations as agreed to between the two parties.

c) Maintain complete confidentiality and secrecy, and undertakes not to disclose to any outside persons/ parties, any of the information privy to the Company.

d) Not copy or transfer any data or information without permission from the Company.

e) Produce all supporting bills/vouchers/documents for expenses incurred on behalf of the Company to claim refund from the Company.

4. NON‐DISCLOSURE AND TRADE SECRETS

a) During the term of this Agreement and in the course of Consultant’s performance hereunder, Consultant may receive and otherwise be exposed to confidential and proprietary information owned by the Company or received by Company from third parties pursuant to an obligation of confidentiality with respect thereto, relating to Company’s or a third party’s business practices, strategies and technologies. Such confidential and proprietary information may include, but not be limited to, management, methods and operating techniques; procedures and methods; sales, advertising and marketing methods; development and service methods; the business techniques; information regarding customers and products; information regarding employees and personnel; training techniques, manuals and procedures; hardware systems and software programs; information relating to the prior, current or contemplated products or services offered (“Information”).

b) Consultant acknowledges the confidential and secret nature of the Information, and agrees that the Information is the extremely valuable property of Company or of the third party from which Company received such Information. Accordingly, Consultant agrees not to reproduce any of the Information in any format, not to use the Information except in the performance of the work described in this Agreement, and not to disclose all or any part of the Information in any form to any third party, such obligations shall apply in each case during the term of this Agreement and for a period of 3 (three) years thereafter, except with the prior written consent of Company. Upon termination of this Agreement for any reason, including expiration of the term of this Agreement, Consultant agrees to cease using and to return to Company all whole and partial copies and derivatives of the Information, whether in Consultant’s possession or under Consultant’s direct or indirect control.

c) Consultant shall not disclose any information received by Consultant from third parties, unless Company first agrees in writing to receive such information.

5. LEADOCONTENT.

The Website, the Services, and their contents may only be used in accordance with the terms of this Agreement. All materials displayed or performed on the Website or in the Services, including, but not limited to text, graphics, articles, photographs, images, illustrations (also known as the “Leado Content,”) are protected by copyright. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Leado Content accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Leado Content or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right. You may download or copy the Leado Content (and other items displayed on the Website or Services for download) for personal non-commercial use only (unless provided for otherwise in supplemental terms), provided that you maintain all copyright and other notices contained in such Leado Content. You shall not store any significant portion of any Leado Content in any form. Copying or storing of any Leado Content other than personal, non-commercial use is expressly prohibited without prior written permission from Leado or from the copyright holder identified in such Leado Content’s copyright notice. If you link to the Website, Leado may revoke your right to so link at any time, at Leado’s sole discretion.

6. YOURCONTENT.

In the course of using the Services, you may provide information which may be used by Leado in connection with the Services. You understand that by providing content, materials or information (including without limitation information relating to your end user customers) to Leado or in connection with the Services (collectively, “Your Content”), Leado hereby is and shall be granted a nonexclusive, worldwide, royalty free, perpetual, irrevocable, sub-licensable and transferable right to use, process, store, copy, reproduce, reformat, translate, modify and create derivative works of Your Content (including all related intellectual property rights) in connection with Leado’s provision of the Services. For clarity, the foregoing license grant to Leado does not affect your ownership of or right to grant additional licenses to the material in Your Content. You also acknowledge and agree that Leado may use Your Content internally for improving the Services and on an aggregate basis for the purposes of marketing and improving the Services. However, Leado will only share your personally identifiable information in accordance with Leado’s privacy policy in effect from time to time and Leado will never contact your end user customers directly except as expressly authorized by you in connection with Leado’s provision of the Services.

7. YOUR WARRANT.

If you provide any personally identifiable information, including personally identifiable information relating to your end user customers, to Leado, you represent and warrant that

I. You will comply with all applicable laws relating to the collection, use and disclosure of personally identifiable information.

II. You have posted a privacy policy on each website on which you use the Services, which clearly and conspicuously states that (a) you use third party service providers to provide certain services to you in connection with such website, and (b) you may disclose personally identifiable information to such third party service providers for the sole purpose of the provision of services to you, and (iii) you have made all required notifications and obtained all required consents and authorizations from your website visitors and end user customers relating to the disclosure of personally identifiable information to a third party service provider like Leado.

You also warrant, represent and agree that you will not contribute any content or otherwise use the Services in a manner that infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party, (ii) violates any law, statute, ordinance or regulation, (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, or otherwise objectionable, (iv) impersonates any person or entity, including without limitation any employee or representative of Leado, or (v) contains a virus, trojan horse, worm, or other harmful computer code, file, or program. Leado reserves the right to remove any content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if Leado is concerned that you may have breached the immediately preceding sentence), or for no reason at all.

8. WARRANTY DISCLAIMER.

You acknowledge that Leado has no control over, and no duty to take any action regarding: which users gain access to the Services; what Content you access via the Services; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Leado from all liability for you having acquired or not acquired Content through the Services. The Services may contain, or direct you to websites or applications containing information that some people may find offensive or inappropriate. Leado makes no representations concerning any content contained in or accessed through the Services, and Leado will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services. Leado makes no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. THE SERVICES CONTENT, WEBSITE AND ANY SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‐INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR‐FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM LEADO OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

9. PRIVACY POLICY.

For information regarding Leado’s treatment of personally identifiable information, please review Leado’s current Privacy Policy at www.leado.io, which is hereby incorporated by reference; your acceptance of this Agreement constitutes your acceptance and agreement to be bound by Leado’s Privacy Policy.

10. INDEMNITY.

You will indemnify and hold Leado, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) from any claim or demand made by any third party due to or arising out of your access to the Services, use of the Services, your violation of this Agreement or applicable laws, rules or regulations in connection with your use of the Services, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity.

11. RESTRICTIONS.

You are responsible for all of your activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to access or use the Services. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any other user of the Services. Use of the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited. You will not run Mail list, Listserv, any form of auto‐responder, or “spam” on the Services, or any processes that run or are activated while you are not logged on to the Website, or that otherwise interfere with the proper working of or place an unreasonable load on the Services’ infrastructure. Further, the use of manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Website is strictly prohibited. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Services. You acknowledge that all Leado Content and Your Content (together, “Content”) accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. Under no circumstances will Leado be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, including without limitation reports generated by the Services, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services. You, not Leado, remain solely responsible for all Content, including messages, that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services. You acknowledge and agree that your indemnity obligation in Section 1012 also applies to any third party claims relating to your disclosure of any third party personally identifiable information or the tracking of visitors (including without limitation your end user customers) on your website.

12. QUOTATION.

All quotations, indication of costs and financial commitments given or made by the Leado are based on the assumption of the validity of the information provided being fully accurate and correct in all circumstances. The company maintains the right at any stage to re‐negotiate any contract, cost agreement or any other relevant commitment should any information provided by the Client fail to be fully valid accurate and correct. ( Refer Annexure 1 for Quotation)

13. FEES AND PAYMENT.

Leado reserves the right to require payment of fees for certain or all Services. You shall pay all applicable fees, as described on the Website/Agreement in connection with such Services selected by you. Leado reserves the right to change its price list and to institute new charges at any time, upon notice to you, which may be sent by email or posted on the Website. Your use of the Services following such notification constitutes your acceptance of any new or increased charges. Any fees paid hereunder are non‐refundable.

14. COSTS TO BE DIRECTLY PAID BY COMPANY:

All payments to Consultant for the services shall be made against Consultant’s invoices, which shall be presented and paid as per the schedule. The Consultant has to ensure that their invoices are certified by authorized person for works execution.

15. COMPLIANCE WITH SERVICE TAX NOTIFICATION, MARCH 1,2011

I. As per Service Tax Payment Rules of the Union Government as per Notification No. 3/ 2011 Service Tax, dated March 1, 2011, Companies are liable to pay Service Tax on bills raised by the 5th of the succeeding month, irrespective of payment received from Client.

II. Leado (Swincs Consultants Pvt Ltd) complies with the said Notification through payment of Service Tax by the 5th of every month for the bills raised in the preceding month.

III. In the event of any dispute over billing, non‐delivery of services or any stoppage, termination or any other event by which the Company believes that there is a reasonable dispute on payment of bills, it will inform Leado by the 4th day of the succeeding month of delivery of services on the existence of a dispute over Company’s obligation to make payments for services rendered in the preceding month. Such notification needs to be in writing by mail or a formal letter on the letterhead of the company by the authorized signatory.

IV. In the event of any delay in payment of a billed retainer fee for the month, the Consultant shall levy an interest of 18 per cent on the Service Tax paid out by Leado (Swincs Consultants Pvt Ltd) on behalf of Company provided Company has not made any notification under Clause‐15 (Section III)

16. THIRD PARTY WEBSITES.

The Services may contain links to third party websites or services (“Third Party Websites”) that are not owned or controlled by Leado. When you access Third Party Websites, you do so at your own risk.

17. TERM; TERMINATION

This Agreement shall commence from ______________ and shall continue in full force till ________________________ unless otherwise terminated as described in this Section. Either Company or Leado may terminate this Agreement upon 30 (thirty) days prior written notice to the other, however, in the case of a notice given by Leado, this Agreement shall terminate when all assignments have been fully completed. The Company reserves the right to terminate this Agreement at any time without notice should the Leado be found guilty of misdemeanour, misconduct, negligence or any breach of the terms and conditions of this agreement. Upon the effective date of termination, Leado shall cease work immediately, return all Information, deliver all Work Product and related documentation to Company, irretrievably delete the Information of Company or any of its affiliates stored on any magnetic or optical disc or memory and all matters delivered therefrom which is in his possession, custody, care or control and shall produce such evidence of compliance with this clause as Company may require and provide Company with an invoice for any work for which compensation has not already been paid. If compensation has been advanced to Leado, Leado shall reimburse any amounts for which work has not been performed prior to the date of the notice of termination. Termination shall be without prejudice to any rights or remedies either Party may have against the other in respect of any antecedent breach of the terms of this Agreement.

18. MISCELLANEOUS.

The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub licensable by you except with Leado’s prior written consent. Leado may transfer, assign or delegate this Agreement and its rights and obligations without consent. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Leado in any respect whatsoever. Headings for each section have been included above for your convenience, but such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede.

19. ARBITRATION; GOVERNING LAW.

The courts at Bangalore shall have exclusive jurisdiction to try any dispute arising out of or in relation to the terms of this agreement. This letter is being addressed to you in duplicate. Kindly sign the duplicate copy of this letter in token acceptance of the above. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND INTERCOM ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. 20. CONTACT. If you have any questions, complaints, or claims with respect to the Services, you may contact us at support@leado.io.