[Last Updated – May 25th 2018]
PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.
This is a contract between you (the Customer) and us (LeadSquared). It describes the services we will provide to you, how we will work together, and other aspects of our business relationship.
LeadSquared provides the Service(s) (as defined below) to you subject to and conditioned upon your acceptance of this Agreement. Without your acceptance, LeadSquared cannot provide services to you.
BY ACCESSING AND USING OUR SERVICES IN ANY WAY, YOU AGREE TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT. DO NOT USE THE SERVICES IF YOU DO NOT AGREE WITH ANY OF THE TERMS.
We periodically update these terms and we will let you know when we do through notification within LeadSquared application used to access your LeadSquared subscription (if you have one), or by posting a revised copy on our website. You agree to review the Terms of Service on a regular basis and always remain in compliance.
|Agreement||This contract between LeadSquared and its Customers.|
|“You”, “your” or “Customer”||An individual or legal entity who is consuming any service from LeadSquared. It includes all types of Customers – irrespective of service and payment plans. Specifically, the Customer also includes those using Free Services.|
|“LeadSquared”, “we”, “us” or “our”||The applicable contracting entity as specified in the ‘Contracting Entity’ section.|
|Subscription Service||All of our web and mobile based marketing and sales applications, tools and platforms that you have subscribed to by an Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via http://LeadSquared.com or another designated URL, and any ancillary products and services that we provide to you.|
|“LeadSquared Application”, “Software”, or “Platform”||The suite of applications available at https://www.leadsquared.com/ or any of its sub-domain or any other URL/location made available by us.|
|Free Services||Subscription Service or other products or features made available by us to you on an unpaid trial or free basis.|
|Consulting Services||The professional services provided to you by us, which may include training services, installation, integration or consulting services.|
|Service(s)||Any Service provided by LeadSquared to you including but not limited to Subscription Service, Consulting Service and Free Services.|
|Order or Order Form||LeadSquared-approved form OR online subscription process by which you agree to subscribe to the Subscription Service and purchase Consulting Services.|
|Users||Individual people or accounts that are designated and authorized by Customer to access Subscription Service.|
|Customer Data||All information that you submit or collect via the Subscription Service. Customer data does not include any enrichment data we make available to you as part of the Subscription Service such as social media handles, avatars, and alternate email address, that we obtain from public or third-party sources.|
|Company Data||The updated information you submit to us if you use our Services. Company Data will not be considered Customer Data or Confidential Information for purposes of this Agreement.|
|Contact Information||The name, email address, phone number, online user name(s), telephone number, and similar information submitted by visitors to your landing pages on the Subscription Service or uploaded/inserted by you to the Subscription Service.|
|Subscription Term||The initial term for the subscription to the applicable Subscription Service, as specified on your Order Form(s), and each subsequent renewal term (if any). For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services.|
|Billing Cycle||A duration cycle (like month, quarter, year) with a start date for which Billing is done in one go.|
|Subscription Fee||The amount you pay for the Subscription Service.|
|Service Fee||The amount you pay for using any of the LeadSquared Services.|
|Planned Downtime||LeadSquared may shut down the Services to perform planned maintenance of the platform. To the extent possible and reasonable, we will schedule such downtime in non-business hours for majority of our Customers over a weekend. We will provide at least 24 hours of notice for such downtime.|
|Sensitive Information||“Sensitive Information” means credit or debit card numbers; personal financial account information; Social Security numbers; passport numbers; driver’s license numbers, Aadhar numbers or similar identifiers; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information subject to regulations, laws or industry standards designed to protect data privacy and security, such as the Health Insurance Portability and Accountability Act and the Payment Card Industry Data Security Standards.|
|Data Protection Agreement|
(in GDPR context)
|LeadSquared’s Data Protection Agreement (DPA) in accordance with GDPR located at www.leadsquared.com/gdpr-dpa.|
|Acceptable Use Policy (AUP)||LeadSquared’s Acceptable Use Policy located at https://www.leadsquared.com/aup.|
3. LeadSquared Services
During the Subscription Term, we will provide you access to use the Subscription Service as described in this Agreement and the applicable Order. We might provide some or all elements of the Subscription Service through third party service providers.
b) Additional Features.
You may subscribe to additional features of the Subscription Service by placing an additional Order. This Agreement will apply to all additional Order(s) and all additional features that are made available to you.
c) Consulting Services.
You may purchase Consulting Services by placing an Order with us. Unless we otherwise agree, the Consulting Services we provide will be delivered in English. Fees for these Consulting Services are in addition to your Subscription Fee. All Consulting Services are performed remotely, unless you and we otherwise agree.
We try to make the Subscription Service available 24 hours a day, 7 days a week, except for planned downtime for maintenance except in case of planned downtime and Force Majeure (defined later in the agreement).
e) Software Update.
LeadSquared may update the platform periodically that may change the functionality and behavior of the Services. Nothing in this agreement prevents LeadSquared from updating the platform unless such change materially impacts the Services committed to Customer for the term under Order Form.
f) New Features.
LeadSquared may add additional features in the platform that may be offered to existing and new Customers at an additional price. Purchasing Services once does not entitle Customers to get access to new features and services in LeadSquared platform without additional payment. By entering into this Agreement, you confirm that your purchase decision is not dependent on any oral or written public comments made by LeadSquared regarding future functionality or features.
4. Use and Limitation of Usage
LeadSquared grants a non-transferable, non-exclusive, worldwide right to permit Users authorized by Customer to access and use the Services subject to the terms of the Agreement. You may not use the Subscription Service if you are legally prohibited from receiving or using the Subscription Service under the laws of the country in which you are resident or from which you access or use the Subscription Service.
a) Acceptable Use.
You will comply with our “Acceptable Use Policy” at https://www.leadsquared.com/aup . Please read the Acceptable Use Policy carefully. You must comply with it in order to avail services. Any non-compliance can lead to suspension, termination of your services and you may not be entitled to refunds.
b) Prohibited and Unauthorized Use.
You will not
- use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser;
- use the Subscription Service in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of the Subscription Service;
- attempt to gain unauthorized access to the Subscription Service;
- make the Services available to anyone other than authorized Users
- sell, resell, rent or lease the Services unless explicitly permitted in Order Form
- use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights,
- use the Services to store or transmit Malicious Code
- access the Subscription Service other than through our interface;
- create derivate works based on the Services unless you have been explicitly authorized by us
- reverse engineer the Services or access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services
- use the Subscription Service for any purpose or in any manner that is unlawful or prohibited by this Agreement.
c) Service Usage Limitations.
The use of Services may be limited by criteria specified at www.leadsquared.com/pricing and at http://help.leadsquared.com/access-limits-of-features. It may be more accurately described in Order Form. Some examples of limitations are: number of unique users who can access LeadSquared, number of emails that can be sent by Customer in a month, number of Contacts that can be managed, number of days after which visit data will be flushed, number of Landing Pages that can be hosted.
d) Service Overuse.
Any overuse of Services, if technically permitted, will be reported and may lead to additional billing or suspension of Customer Account or both after due intimation to Customer.
e) Intimation of Unauthorized Use.
You will notify us immediately of any unauthorized use of your Users’ identifications and passwords or your account by sending an email at firstname.lastname@example.org.
f) No Sensitive Information.
YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT OR MANAGE SENSITIVE INFORMATION.
5. Fees and Payment
Subscription and Service Fee will be governed by the following terms unless exception is provided in Order Form.
a) Subscription Fee.
- Customer will pay Subscription Fee for the Subscription term in Advance. The Subscription Fee will remain fixed during the Subscription Term unless you: (i) exceed your Maximum Contacts, Email Send Limit, Visits, User or other applicable limits (see the ‘Limits’ section below), (ii) upgrade products or base packages, or (iii) subscribe to additional features or products, including additional Contacts.
- Overuse Fee: LeadSquared reserves the right to monitor and audit usage of Services by Customer to determine use within permitted limits. Any overuse of the Services, even if permitted technically, whether notified to Customer or not will be billed to Customer. LeadSquared may notify Customer about overuse and advise them to move to a different tier. Any change to billing tier may lead to change in Payment obligations and payment schedule that will be captured by a revised Order Form.
- The Fee is for purchase of Services (or subscription) and not for usage. For example, if a Customer purchases the Service for one year but uses only for 1 month, then the Fee paid is non-refundable.
- The Fee will remain unchanged during the Term of the Order Form. Any hike in Service Fee by LeadSquared will be applicable to existing Customers only after expiry of current Term.
b) Service Fee.
- Any fee associated with Consulting Services will be captured in Order Form and must be paid 100% in advance.
- If you purchase Consulting Services that recur, they will be considered part of your subscription and will renew in accordance with your subscription.
- For Consulting Services performed on-site, you will reimburse us our reasonable costs for all expenses incurred in connection with the Consulting Services.
c) Fee Payable in Advance.
- All fees are due and payable in advance throughout the Subscription Term. The Fee may be broken down in multiple payments over monthly, quarterly or yearly Billing Cycles. The Fee applicable to a Billing Cycle will be paid in the beginning of the Billing Cycle. The payment schedule will be described in Order Form. For, part month during sign-up, Fee will be pro-rata.
- The paid Fee will be non-refundable and payment obligations are non-cancellable unless exceptions are provided in this Agreement or Order Form.
d) Fee Payment.
If you are paying by credit card,
- You authorize us to charge your credit card or bank account for all fees payable during the Subscription Term.
- You authorize us to auto-charge for renewal of subscription unless you have made explicit request to cancel the subscription at least fifteen (15) days before renewal date. Any cancellation requests after auto-charge for subscription renewal will not lead to refund.
- You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
If you are paying by invoice, we will invoice you no more than forty-five (45) days before the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within fifteen (15) days from the date of the invoice, unless otherwise specified in the Order Form.
e) Credit Period.
All fee are payable in net 15 days. LeadSquared will apply interest of lower of a) 1.5% per month b) maximum permissible under law in case of delay in Fee payment by Customer.
f) Service Suspension on payment delay/failure.
LeadSquared reserves the right to stop/suspend/terminate its survives to Customer in case of failed/delayed payments. Refer to “Suspension for Non-Payment” for more details. LeadSquared will not bear any liability for any loss to Customer in such cases.
g) Taxes are extra.
All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and performance of Consulting Services.
- If you are subject to Service Tax or GST in India, all fees are exclusive of Service Tax / GST.
- If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state.
- If you are subject to GST, all fees are exclusive of GST.
- If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.
h) Payment Information.
Customer agrees to provide accurate Credit Card, Debit Card or Bank information as may be needed to process the payments. Customer also agrees to update LeadSquared about change in any payment information that may impact processing of payment in current or subsequent billing cycles. Any failure of payment processing due to inaccurate information may lead to suspension or termination of Customer Account.
6. Term, Termination, Suspension, Cancellation and Refund
a) Term and Renewal.
- Your subscription period will be specified in your Order, and your subscription will automatically renew (unless an explicit renewal Order Form captures a different cycle) for the shorter of the subscription period, or one year. If you add products during the Subscription Term, the fees for these additional products will be pro-rated and they will renew along with your subscription, unless otherwise indicated in your Order.
- The renewal pricing set forth in your Order will apply. If renewal pricing is not included in your Order, then our standard pricing available on our Pricing Page (https://www.leadsquared.com/pricing) will apply.
- To prevent renewal of the subscription, the required notice must be provided within fifteen (15) days of renewal date. You can send non-renewal notice to email@example.com.
- If you use our Free Services, we will make the Free Services available to you free of charge until earlier of (a) the date on which your free subscription is terminated or (b) the start date of your paid subscription.
b) No Early Termination; No Refunds.
The Subscription Term will end on the expiration date and you cannot cancel it before its expiration. We do not provide refunds if you decide to stop using the LeadSquared subscription during your Subscription Term.
c) Termination for Cause.
Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.
If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.
d) Suspension for Prohibited Acts.
We may suspend any User’s access to any or all Subscription Services for noncompliance to our “Acceptable Use Policy” published at https://www.leadsquared.com/aup. Example of instances that can lead to suspension are:
- use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement,
- use of LeadSquared’s email send service that results in excessive bounce-backs, SPAM notices or requests for removal from a mailing list by recipients, or
- repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.
e) Suspension for Non-Payment.
We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services fifteen (15) days after such notice. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.
f) Suspension for Present Harm.
If your website on, or use of, the Subscription Service: (i) is being subjected to denial of service attacks or other disruptive activity, (ii) is being used to engage in denial of service attacks or other disruptive activity, (iii) is creating a security vulnerability for the Subscription Service or others, (iv) is consuming excessive bandwidth, or (v) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Subscription Service. We will try to limit the suspension to the affected portion of the Subscription Service and promptly resolve the issues causing the suspension of the Subscription Service.
g) Suspension and Termination of Free Services.
We may suspend, limit, or terminate the Free Services for any reason at any time without notice. We may terminate your subscription to the Free Services due to your inactivity.
h) Auto-termination and deletion of non-renewed accounts
LeadSquared accounts corresponding to free and paid accounts expire if renewal does not happen. Such accounts are automatically deactivated after 15 days of expiry and can be permanently deleted 45 days of deactivation. We will do our best to remind you by email notifications about deactivation and deletions. You may request LeadSquared to keep the account active for a fee. If no request is received to keep the account or return the data, then the account will be permanently deleted after deactivation and no data can be retrieved after that. LeadSquared will not bear any liability for any loss to Customer in such cases.
i) Return of Customer Data upon termination
For our paid Subscriptions, within 30 days of termination of the agreement for cause or convenience, you can request us to provide a copy of Contacts stored in its account at LeadSquared. We will make available a CSV file of contacts within 15 days of such request.
For our Free Subscriptions, we will not provide you with any access to Customer Data after termination or expiration of your subscription.
Notwithstanding any clause in this agreement, Customer’s obligation to pay for any due and unpaid invoices will remain intact. This includes termination for non-payment of dues occurring because of overuse of subscription limits.
7. Customer Data Protection
a) Protection of Subscriber Personal Data
To the extent LeadSquared processes any Customer Personal Data (as defined in the DPA) contained in Customer Data on behalf of Customer, the terms of the Data Processing Addendum (the “DPA”), which are incorporated herein by reference, will apply and the parties agree to comply with such terms provided, however, that if Customer and LeadSquared have previously entered into a separate General Data Protection Regulation (EU) 2016/679 compliant data processing agreement or addendum, the terms of such existing data processing agreement or addendum will continue to apply unless the parties expressly agree to replace with this DPA by signing this DPA. For purposes of the Standard Contractual Clauses attached to the DPA, when and as applicable, Customer and its applicable Affiliates are each the “data exporter”, and Customer’s acceptance of these Terms and as applicable Affiliate’s signing of a Service Order, will be treated as signing of the Standard Contractual Clauses and their appendices.
b) Limits on LeadSquared.
However, we may be compelled to disclose the data in accordance with law described in section “Compelled Disclosure”.
c) Aggregate Data.
We may monitor use of the Subscription Service by all of our customers and use the data gathered in an aggregate and anonymous manner. You agree that we may use and publish such information, provided that such information does not incorporate any Customer Data and/or identify you.
LeadSquared shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Customer agrees that LeadSquared has right to process the Customer Data in any location of LeadSquared, its affiliates, partners and service providers.
e) Using Customer’s name and logo.
LeadSquared may use Customer’s Name, website address and Logo in its marketing material including website, email campaigns, brochures etc. during and after active engagement. If you do not want LeadSquared to include your name in marketing, then you can make an email request to your sales contact at LeadSquared.
8. Proprietary Rights / Ownership
a) LeadSquared Rights.
LeadSquared owns or has rights to all intellectual property rights in and to the Subscription Services, Consulting Services, LeadSquared Application/Platform and Software (including all derivatives or improvements thereof). All suggestions, enhancements requests, feedback, recommendations or other input provided by Customer or any other party relating to the Services or Software shall be owned by LeadSquared, and Customer hereby does and shall make all assignments and take all reasonable acts necessary to accomplish the foregoing ownership. Any rights not expressly granted herein are reserved by LeadSquared.
You agree not to copy, rent, lease, sell, distribute, or create derivative works based on LeadSquared’s Subscription Service, or Consulting Services in whole or in part, by any means, except as expressly authorized in writing by us.
b) Customer Rights.
Customer owns any data, information or material originated by Customer that Customer submits or compiles in the course of using the Services. LeadSquared has no ownership rights in or to Customer Data. Customer shall be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to Customer Data. You grant permission to us and our licensors to use the Customer Data only as necessary to provide the Subscription Service and Consulting Services to you and as permitted by this Agreement. If you are using the Subscription Service or receiving Consulting Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.
c) Non LeadSquared Providers.
No purchase of non-LeadSquared products or services is required to use the Services except a supported computing device, operating system, web browser and Internet connection. You may however use a third-party product supported by LeadSquared or independent or use consulting services from a third party to derive additional benefits.
We are not responsible for service and support of non-LeadSquared products even though they may be certified or recommended by us unless it is explicitly included in the Order(s). We are not responsible for quality of service by a third-party consulting or professional services firm. If a third party used by Customer ceases to exist, then it will not lead to refund from LeadSquared even though the third party might be integrated in LeadSquared application.
In case of use of third party provides, the Customer data may be exposed to them. LeadSquared is not responsible for protection of Customer data while it is being processed or used by third party.
a) Definition of Confidential Information.
As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer’s Confidential Information shall include Customer’s Data; LeadSquared’s Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Orders, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Customer’s Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
b) Protection of Confidential Information.
The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
10. Mutual Indemnification
LeadSquared shall defend, indemnify and hold Customer harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Customer by a third party alleging that the use of the Services as contemplated hereunder infringes the intellectual property rights of a third party; provided, that Customer (a) promptly gives written notice of the Claim to LeadSquared; (b) gives LeadSquared sole control of the defense and settlement of the Claim (provided that LeadSquared may not settle or defend any Claim unless it unconditionally releases Customer of all liability); and (c) provides to LeadSquared, at LeadSquared’s cost, all reasonable assistance.
Customer shall defend, indemnify and hold LeadSquared harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with Claims made or brought against LeadSquared by a third party alleging that Customer Data, or Customer’s use of the Services in violation of the Agreement, infringes the intellectual property rights of, or has otherwise harmed, a third party or violates any law or regulation; provided, that LeadSquared (a) promptly gives written notice of the Claim to Customer; (b) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle or defend any Claim unless it unconditionally releases LeadSquared of all liability); and (c) provides to Customer, at Customer’s cost, all reasonable assistance.
11. Disclaimers & Limitations of Liability
a) Disclaimer of Warranties.
WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SUBSCRIPTION SERVICE, DATA MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE, OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE AND CONSULTING SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SUBSCRIPTION SERVICE AND THE CONSULTING SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
b) No Indirect Damages.
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES.
c) Limitation of Liability.
IN NO EVENT SHALL EITHER PARTY, ITS OFFICERS OR ANY OF ITS AFFILIATES, BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, LOSS OF BUSINESS OR OTHER LOSS (INCLUDING SUBSTITUTION OF SERVICES) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY THIRD PARTY SERVICES DELIVERED IN CONNECTION HEREWITH EVEN IF PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LEGAL LIABILITY; AND IN NO EVENT SHALL EITHER PARTY’S OR ITS AFFILIATES’ OR RESOURCES’ CUMULATIVE LIABILTY HEREUNDER (OTHER THAN FOR CLAIMS FOR PAYMENT OF FEES DUE) EXCEED THE LOWER OF AMOUNT PAID OR PAYABLE BY CUSTOMER TO LEADSQUARED IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING ANY SUCH CLAIM OR USD 5000 (US DOLLARS FIVE THOUSDAND ONLY).
d) Third Party Products.
WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. WE AND OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.
e) Agreement to Liability Limit.
YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO YOU.
12. General Provisions.
a) Force Majeure.
Neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
b) Compelled Disclosure.
LeadSquared reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request.
c) Contracting Entity.
The Legal Entity behind LeadSquared entering into this Agreement is: MarketXpander Services Private Limited, #33, Sector 6, HSR Layout, and Bangalore – 560102.
d) Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Karnataka, India. The parties agree that any litigation brought under or in connection with this Agreement will be brought in the courts of competent jurisdiction located in the Bangalore District of Karnataka. In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
e) Actions Permitted.
Except for actions for non-payment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to the Agreement may be brought by either party more than one year after the cause of action has accrued.
If any provision or provisions of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, or for any reason invalid, unenforceable, void or voidable, such provision or provisions shall be deemed to be null and void and the remainder of this Agreement shall, to the extent practicable, remain in full force and effect. To the extent, a provision of this Agreement is in invalid, unenforceable, void or voidable, the parties agree to negotiate in good faith to amend such to conform as nearly as possible, in accordance with applicable law, to the intended purpose and intent of the original provision.
g) Order of Precedence.
In the event of any conflict between an Order Form and the terms of this Agreement, the term and conditions of the Order shall govern and control but solely with respect to the subject matter thereof.
h) Relationship of the Parties.
No joint venture, partnership, employment, or agency relationship exists between LeadSquared and Customer as a result of the Agreement or use of the Services.
Customer may not assign this Agreement without prior written approval of LeadSquared, such approval not to be unreasonably withheld or delayed, provided that such approval shall not be required in connection with a merger or acquisition of all or substantially all of the assets of the Customer. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
j) No Waiver.
The failure of either party to enforce any right or provision in the Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing.
Any notice or other communication required or permitted under this Agreement shall be given in writing to the other party at their respective addresses set forth below via hand delivery, or certified mail return receipt requested, or by nationally recognized overnight delivery service. The parties by notice may designate another address or individual to which a required notice may be directed. Notices shall be effective upon receipt. Each notice sent or mailed in the manner described above shall be deemed provided for all purposes at such time as it is delivered to the addressee (with the return receipt or the delivery receipt being deemed conclusive, but not exclusive, evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.
If to Customer, to: Customer Name and Address as per Purchase Order
And if to LeadSquared: Attn: Legal Department – LeadSquared, MarketXpander Services Private Limited, #33, Sector 6, HSR Layout, Bangalore – 560102
l) Entire Agreement.
The following sections shall survive the expiration or termination of this Agreement: Fees Payment, “Term, Termination, Suspension, Cancellation and Refund”, Proprietary Rights / Ownership, Confidentiality, Mutual Indemnification, Disclaimer, Limitations of Liability, and General Provisions.
n) Contact Information.
You can contact us at firstname.lastname@example.org.