This Lead Buyer Agreement ("Agreement") is made by between Greenway Media, Inc. a Massachusetts Corporation ("LeadGather"), and you ("You"). LeadGather operates a "Lead Marketplace" on its website at www.leadgather.com (the "Website").
LeadGather facilitates the exchange of information about potential customers who have indicated an interest in a particular type of goods or services (each, a "Lead"). A Lead Buyer is a customer who purchases leads from LeadGather. Lead Buyers pay a fee to LeadGather for each purchase of a Lead.
You agree that, if you are accepted by LeadGather as a Lead Buyer (in LeadGather's sole and absolute discretion), you will abide by the terms and conditions of this Lead Buyer Agreement, and any other surviving agreement between you and LeadGather, e.g., the LeadGather.com Terms of Service Agreement. So long as you remain a member of the Lead Buyer program, you will have the opportunity to purchase Leads from LeadGather subject to the terms and conditions of this Agreement and other rules and requirements set forth by LeadGather on the Website. Details of a Lead Buyer program will be available through the Website, including without limitation rules and requirements governing the use of Leads, and the fee(s) charged by LeadGather for your participation in and use of the Website.
You agree that you will use Leads consistent with the terms and conditions of this Agreement, the rules posted on the Website, and all applicable laws and regulations. You further agree that you will not knowingly allow any person or entity to misuse Leads, and will alert LeadGather immediately upon discovering any misuse or potential misuse of any Lead.
THE MISUSE OF LEADS MAY RESULT IN THE TERMINATION OF YOUR ACCOUNT, FORFEITURE OF ALL PURCHASED LEADS, CIVIL ACTION, CRIMINAL CHARGES, AND/OR ANY OTHER REMEDY AVAILABLE IN EQUITY OR AT LAW.
YOU REPRESENT, WARRANT, COVENANT AND AGREE THAT (A) YOU ENTER INTO THIS AGREEMENT WITH THE INTENT TO USE THE LEADS AND THE WEBSITE CONSISTENT WITH THE TERMS OF THIS AGREEMENT, ETHICAL BUSINESS PRACTICES, AND ALL APPLICABLE LAWS AND REGULATIONS; (B) YOU HAVE THE FULL RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT; (C) THE EXECUTION OF THIS AGREEMENT BY YOU, AND YOUR USE OF THE LEADS DO NOT AND WILL NOT VIOLATE ANY LAW OR REGULATION, OR ANY AGREEMENT TO WHICH YOU ARE A PARTY; AND (D) YOU WILL NOT ENGAGE IN OR FACILITATE THE USE OF INDISCRIMINATE ADVERTISING OR UNSOLICITED COMMERCIAL EMAIL, OR OTHERWISE FAIL TO COMPLY WITH THE CAN SPAM ACT OF 2003 OR ANY SUCCESSOR LEGISLATION, OR ANY OTHER LAW OR REGULATION THAT GOVERNS MARKETING OR COMMUNICATIONS. YOU ACKNOWLEDGE THAT LEADGATHER (A) MAKES NO OTHER REPRESENTATIONS, WARRANTIES OR COVENANTS NOT SET FORTH IN THIS AGREEMENT; AND (B) DOES NOT INVESTIGATE OR OTHERWISE VERIFY LEADS.
You agree to provide LeadGather with accurate information (e.g., contact information, corporate information, etc.) as set forth or required on the Website, and to maintain the information associated with your Lead Buyer account such that it remains accurate and current at all times.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD LEADGATHER AND OUR PARTNERS, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, SUCCESSORS, ASSIGNS, THIRD PARTY SUPPLIERS OF INFORMATION, ATTORNEYS, ADVERTISERS, SERVICE PROVIDERS, AND AFFILIATES HARMLESS FROM ANY LIABILITY, LOSS, CLAIM AND EXPENSE, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES, ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, OR YOUR USE OF THE LEADS OR THE WEBSITE.
Any controversy or legal claim arising out of or relating to this Agreement or our services, excluding legal action taken by us to collect or recover damages for, or obtain any injunction relating to intellectual property, the Website, or the use of any Lead, shall be settled solely by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. ANY SUCH CONTROVERSY OR CLAIM SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND SHALL NOT BE CONSOLIDATED IN ANY ARBITRATION WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. The arbitration shall be conducted in Boston, Massachusetts and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either party may seek any interim or preliminary relief from a court of competent jurisdiction in Boston, Massachusetts necessary to protect the rights or property of you and us pending the completion of arbitration. Each party shall bear one-half of the arbitration fees and costs incurred through American Arbitration Association, and each party shall bear its own legal fees and associated costs.
YOU EXPRESSLY AGREE THAT YOUR USE OF THE LEADS AND THE WEBSITE IS AT YOUR OWN RISK. YOU FURTHER AGREE THAT THE LEADS AND THE WEBSITE ARE AVAILABLE ON AN "AS IS" "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. LEADGATHER MAKES NO WARRANTY OR REPRESENTATION WHATSOEVER REGARDING THE LEADS OR THE WEBSITE.
LEADGATHER DISCLAIMS ALL LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, FOR DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES) IN ANY WAY ARISING FROM (A) THE USE OR DISCLOSURE OF ANY LEAD; (B) ANY TRANSACTION OR COMMUNICATION BETWEEN YOU AND A LEAD SELLER; OR (C) THE FUNCTIONALITY OR OPERATION (OR FAILURE TO FUNCTION OR OPERATE) OF THE WEBSITE, EVEN IF LEADGATHER IS EXSSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, LEADGATHER SHALL NOT BE LIABLE FOR DAMAGES EXCEEDING THE AMOUNT PAID BY YOU TO LEADGATHER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEEDING THE EVENT THAT GAVE RISE TO THE DAMAGES.
The terms and conditions of this Agreement represent the complete, final and exclusive agreement between LeadGather and you, and supersede all prior agreements, representations and understandings with the exception of the LeadGather.com Terms of Service Agreement. This Agreement may be terminated by LeadGather at any time for any reason or no reason. LeadGather reserves the right to change the Website at any time with or without notice. If any provision of this Agreement conflicts with any other rule, regulation, or agreement, the terms and conditions of this Agreement shall govern to the extent not contrary or inconsistent with law. This Agreement shall be treated as though it were executed and performed in Boston, Massachusetts, and shall be governed by and construed in accordance with the laws of the State of Massachusetts (without regard to conflict of law principles). You agree that any legal action or proceeding between LeadGather and you permitted by the arbitration provision herein shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Boston, Massachusetts. Any cause of action or claim you may have with respect to this Agreement or LeadGather.com must be commenced within six (6) months after the claim or cause of action arises or such claim or cause of action shall be barred. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. This Agreement and all incorporated agreements and your information may be automatically assigned by us in our sole discretion to a third party in the event of an acquisition, sale, merger, or assignment of assets. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Website is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Our rights under this Agreement shall survive any termination of this Agreement.
© 2007 LeadGather.com