1.0 Purpose of Relationship
BACK-OFFICE BUSINESS SOLUTIONS, INC., (“BOBS”), provides IntelliLeads™ an online marketing service, (“The Service”). It enables web site owners or operators, (the “Client”) to order the production of marketing content, (IntelliAds™), that will appear on another Web site (IndustryArchive.Org) and to conduct, and manage online marketing campaigns for generating sales leads by sending prospects to the Client’s IntelliAd(s) at IndustryArchive.Org.
1.1 By purchasing the Service, the Client accepts these following terms and conditions for use of the Service.
1.2 The Service is available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the Service is not available to individuals under the age of 18. If you do not qualify, please do not use the Service.
2.0 Relationship of the Parties
No agency, partnership, joint venture, or employment is created because of this Agreement, and Client does not have any authority of any kind to bind BOBS or any of its employees in any respect whatsoever.
3.0 The Service The Service enables Clients to:
3.1 Order the production of IntelliAds and email-marketing communications content materials to be produced
3.2 Execute email-marketing communications with Client or third party data
3.3 Manage email-marketing lists from Client data
3.4 Access reports related to Client email-marketing campaigns
4.0 Client Enrollment
Client must complete a registration form in order to use the Services. Client will provide true, accurate, current, and complete information about itself as requested in the registration form. As part of the registration process, Client will identify an email address and password for Client’s IntelliLeads account. Client is responsible for maintaining the security of Client’s account, passwords, and files, and for all uses of Client’s account and of the Services in Client’s name. BOBS reserves the right to refuse registration of, or cancel, accounts it deems inappropriate.
5.0 Client Fees
The Client will be subject to a Campaign Enrollment Fee and variable Pay-For- Performance Fees based on the Services offered and elected by the Client.
5.1 Campaign Enrollment Fee
The client pays an Enrollment Fee for each level of Service offered by BOBS. The Enrollment Fee is incurred each time the service is purchased.
5.2 Other Fees
Clients mat elect to have IntelliAds secure Opt-In mailing list(s) on their behalf. IntelliLeads charges the Client 10% over its cost to secure the services of a third party mailing list.
5.3 Pay-For-Performance Fees
These are variable fees based on the performance of the Service to develop sales leads for the Client. Pay-for-Performance Fees will be payable by the Client upon delivery of the Client’s sales Leads electronically at the site.
6.0 Price/Fee Increases
All Service Fees and prices are subject to change without notice at any time. The Client is responsible for reviewing the Service Fee Schedule from time to time and remaining aware of the Fees charged by BOBS.
7.0 Payments
All payment for services will be made by a valid credit card accepted by BOBS or as arranged in advance and approved by BOBS. Client hereby authorizes BOBS to charge Client’s credit card for such amounts as the then current schedule of IntelliLeads Service Fees. All Fees are payable in US dollars. If BOBS is for any reason unable to effect automatic payment via Client’s credit card, Client will be notified via email and Client’s IntelliLeads account will be disabled until payment is received.
7.1 Order Cancellations and Refunds
Clients may cancel The Service at any time. We will close your account and remove any Client content from the site within 48 hours from the Client's notice to canel having been recieved by BOBS.
There are no refunds of any kind for cancelation of The Service. BOBS will only issue refunds for The Service in cases of fraud or at our sole discretion.
8.0 Property Rights of BOBS
This is an Agreement for Services, and Client is not granted a license to any software by this Agreement. Client will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Services or any software, documentation, or data related to the Services ("Software"); remove any proprietary notices or labels from the Services or any Software, modify, translate, or create derivative works based on the Services or any Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any Software.
8.1 The Services shall be used for Client internal business (which includes civic or charitable) purposes only and Client shall not use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party. If Client are using the Services in any country in the European Community, the prohibition against modifying, translating, reverse engineering, decompiling, disassembling or creating derivative works based on the Services or the Software does not affect Client rights under any legislation implementing the E.C. Council Directive on the Legal Protection of Computer Programs.
9.0 Trademarks and Trade Names
Client acknowledge and agree that the Services and the BOBS company names and logos and all related product and service names, design marks and slogans, are the property of BOBS or its affiliates or suppliers (collectively, the "Marks"). Client is not authorized to use any of the Marks in any advertising, publicity or any other commercial manner without the prior written consent of BOBS. Client’s use of the Services confers no title or ownership in the Service, the Software or the Marks and is not a sale of any rights in the Service, the Software or the Marks. All ownership rights remain in BOBS or its third party suppliers, as the case may be.
10.0 Indemnification
Client represent, covenant, and warrant that Client will use the Services only in compliance with the Agreement and all applicable laws (including but not limited to policies and laws related to spamming, privacy, obscenity, or defamation).
10.1 Client agrees Client will not access or otherwise use third party mailing lists that are not verified Opt-In mailing lists in connection with preparing or distributing unsolicited email to any third party. Client hereby agree to indemnify and hold harmless BOBS against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise arising from or relating to Client’s use of the Services.
Although BOBS has no obligation to monitor the content provided by Client or Client’s use of the Services, BOBS may do so and may remove any such content or prohibit any use of the Services it believes may be (or is alleged to be) in violation of the foregoing.
11.0 Restrictions of Use
The Services may only be used for lawful purposes. Transmission or solicitation of any material that violates United States federal, state or other laws that may apply in this jurisdiction or Client’s local area is prohibited. This may include material that is obscene, threatening, harassing, libelous, or in any way a violation of intellectual property laws or a third party's intellectual property rights. See BOBS's Prohibited Content and Commerce
12.0 Statement for details. Limitations of Use:
The Service may not be used for the sending of unsolicited email (sometimes called "Spam"). (See BOBS Anti-Spam Policy)
In using the varied features of the Services, Client may provide information (such as name, contact information, or other registration information) to BOBS. BOBS may use this information and any technical information about Client use of the Services to tailor its presentations to Client, facilitate Client movement through the Service, or communicate separately with Client. If Client licensed the Services as a result of solicitation by a Marketing Partner of BOBS, BOBS may share Client information with the Marketing Partner. BOBS will not provide information to companies Client has not authorized, and BOBS will not permit the companies that get such information to sell and redistribute it without Client’s prior consent.
Every email message sent in connection with the Services will contain an "unsubscribe" link that allows visitors to remove themselves from Client’s mailing list and a link to the then current Email Privacy Policy (see Section 10.5 below). Client acknowledges and agrees that Client will not remove, disable or attempt to remove or disable either link. BOBS may immediately disable Client’s access to the Services if Client violates this restriction.
BOBS will not use Client customer lists or any other customer information for any other purposes than those intended with the service. Client customer information will not be shared with any other parties. In addition, BOBS will not use Client customer information for the purpose of sending unsolicited commercial e-mail.
Client will adopt and maintain the Email Privacy Policy, which may be modified by BOBS from time to time.
13.0 Termination
Client may terminate this Agreement at any time by sending an email message to customercare@IntelliLeads.com or by sending written notice to BOBS at 51 Lauren Way Franklinville, NJ 08322 USA.
BOBS may terminate this Agreement or the Services at any time with or without cause, and with or without notice. BOBS shall have no liability to Client or any third party because of such termination.
BOBS will delete any of Client archived data within 30 days after the date of termination. All sections of this Agreement, which by their nature should survive termination, will survive termination, including, without limitation, ownership, warranty disclaimers and limitations of liability.
If Client does not log into Client account for more than 90 days, the account will become inactive. When an account is classified (at BOBS's sole discretion) as inactive, BOBS will notify Client by email. INACTIVE ACCOUNTS HAVE 30 DAYS TO BECOME ACTIVE OR THE ACCOUNT AND ITS DATA, INCLUDING SUBSCRIBER MAILING LISTS, MAY BE PERMANENTLY REMOVED FROM THE DATABASE.
14.0 Arbitration
Any controversy or claim arising out of or relating to this Agreement or the breach or alleged breach hereof ("Dispute"), shall be resolved as follows:
Upon written request of Client, on the one hand, or BOBS, on the other hand, a representative of the Client and a representative of BOBS will meet for the purpose of endeavoring to resolve such Dispute. Such designated representatives shall meet as often as the parties reasonably deem necessary to discuss the problem in an effort to resolve the Dispute without the necessity of any formal proceeding.
If the designated representatives are unable to resolve the Dispute within 30 days after the Dispute is submitted to them, or if after ten days either party determines in good faith prior to the expiration of such period that such representatives are unlikely to be able to resolve such matter, the Dispute shall be submitted to arbitration in accordance with Section 12.4 hereof.
If the parties are unable to resolve the Dispute as contemplated by Section 12.1-12.3 hereof, such Dispute shall be settled by means of alternative dispute resolution (“ADR”), which can include moderated settlement, minitrial, use of expert advisor mediation or arbitration, as provided in the New Jersey Alternative Procedure for Dispute Resolution Act, N.J.S.A. 2A:23A-1 et seq. (the "Act"). All proceedings for the ADR of a Dispute (an "ADR Proceeding") shall be held in Woodbury, New Jersey or at a mutually agreeable location in New Jersey. If the parties cannot agree on the form of ADR Proceeding to be used, then binding arbitration shall be used. All fees and expenses associated with the ADR Proceeding shall be divided equally between the parties; provided that each party shall be responsible for such party's own attorneys' fees and disbursements. The Act shall govern the procedures and methods for any ADR Proceeding demanded or undertaken pursuant to this Agreement. Each party acknowledges that it understands its obligations under this Section REF _Ref480787912 \r \h \* MERGEFORMAT 12.0 and is aware that, by execution of this Agreement, it is waiving all rights to resolve disputes covered by this Section in any state or Federal court, except as permitted by the Act.
15.0 Terms & Conditions
By posting updated versions of the Agreement on the Service or at the IntelliLeads.com web site, or otherwise providing notice to Client, BOBS may modify the terms of the Agreement and may discontinue or revise any or all other aspects of the Services in its sole discretion. All such changes shall become effective upon posting of the revised Agreement on the Service.
The Services are provided subject to this Agreement, and as it may be amended by BOBS, and any operating policies, guidelines, or rules that BOBS may establish and post from time to time are part of (the "Agreement"), including without limitation the IntelliLead Privacy Policy as published at the IntelliLeads.com web site at: http://www.intellileads.com/intelli/aspfiles/privacy.asp, or otherwise furnished to Client (the "Policy") (unless otherwise stated, all references to the Agreement shall include the Policy).
16.0 Warranty Disclaimer; Remedies
USE OF THE SERVICES AND ANY RELIANCE BY CLIENT UPON THE SERVICES, INCLUDING ANY ACTION TAKEN BY CLIENT BECAUSE OF SUCH USE OR RELIANCE, IS AT CLIENTS SOLE RISK. BOBS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES ARE PROVIDED "AS IS" AND BOBS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
17.0 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL BOBS OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, ACCOUNT PROVIDERS, LICENSORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS "BOBS") BE LIABLE TO CLIENT OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF BOBS SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT NOTWITHSTANDING THE FOREGOING, BOBS IS FOUND LIABLE TO CLIENT FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE LIABILITY OF BOBS TO CLIENT WILL BE LIMITED TO THE AMOUNT CLIENT PAID FOR THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO CLIENT.
Client’s sole and exclusive remedy for any failure or nonperformance of the Services shall be for BOBS to use commercially reasonable efforts to adjust or repair the Services.
18.0 Export of Services or Technical Data
Client may not remove or export from the United States or allow the export or re-export of the Services, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.
19.0 Miscellaneous
For every email message sent in connection with the Services, Client acknowledges and agrees that the Services may automatically add an identifying footer stating "Powered by IntelliLeads" or a similar message. Client agrees to cooperate with and provide reasonable assistance to BOBS in promoting and advertising the Services.
Waiver of Breach
If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
20.0 Entire Agreement
BOBS and Client agree that the Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of the Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.
21.0 Governing Law
The Agreement shall be governed by the laws of the State of New Jersey, USA without regard to its choice or law or conflict of laws provisions. All legal actions in connection with the Agreement shall be brought in the state or federal courts located in Trenton, New Jersey.
End of Agreement