Definitions

1. Authority to Enter into These Terms 

The use of the PRIMeSales Leads Services is subject to acceptance of these Terms. To accept these Terms for itself or on behalf of a Client, a person must have the legal capacity to do so. In the case of an individual, the individual must be at least 18 years of age or have valid authorization from his/her legal representative or custodian. In the case of a legal entity, the entity must be duly incorporated and in good standing.

The Terms are accepted as soon as one of the following occurs first:

i. the person has received the confirmation of the creation of the Account and necessary credentials from Supplier in order to log in to his/her/its Account; or    

ii. for those PRIMeSales Leads Services and parts of the Web Site the use of which is not dependent on creating an Account, upon the moment of gaining access to such services.   

2. Prohibition

You may not, without Supplier’s prior written consent, access the PRIMeSales Leads Services:

(i) for production purposes,    
(ii) if you are a competitor of the Supplier,
(iii) to monitor the availability, performance or functionality of the PRIMeSales Leads Services or
(iv) for other benchmarking or competitive purposes.

Once accepted, these Terms remain effective until terminated as provided for herein.

3. Modifications to Terms

Supplier reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by posting such changes on or through the Platform or the PRIMeSales Leads Services. Please check these Terms periodically for changes. Your continued use of the PRIMeSales Leads Services after such changes have been posted as provided above constitutes your binding acceptance of such changes. Such amended Terms will automatically be effective upon the earlier of (i) your continued use of the PRIMeSales Leads Services, or (ii) 30 days from posting of such modified Terms on or     through the Platform. Notwithstanding the foregoing, the resolution of any dispute that arises between you and Supplier will be governed by the Terms in effect at the time such dispute arose.

4. Our Responsibilities

4.1. Provision of PRIMeSales Leads Services

Supplier will:
(a) make the PRIMeSales Leads Services, Content and Client Data available to a Client pursuant to these Terms,

(b) provide applicable standard support for the PRIMeSales Leads Services to Client at no additional charge, and/or upgraded support (for an additional charge, if applicable),

(c) use    commercially reasonable efforts to make the PRIMeSales Leads Services available 24 hours a day, 7 days a week, except for:

(i) planned downtime (of which Supplier shall give advance electronic notice as provided in the Guidelines), and

(ii) any unavailability caused by circumstances beyond Supplier’s reasonable control, including, for example, an act ofGod, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet    service provider failure or delay, or denial of service attack.

4.2. Protection of Client Data

Supplier will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client Data, as described in the Guidelines. Those safeguards will include, but will not be limited to, measures for preventing access, use,    modification or disclosure of Client Data by Supplier personnel except:

(a) to provide the PRIMeSales Leads Services and    prevent or address service or technical problems,

(b) as compelled by law in accordance with Section 7.4 (CompelledDisclosure) below, or

(c) as a Client or User expressly permitted in writing.

Supplier may use service providers to perform the Services. Supplier will make commercially reasonable efforts to ensure that data transfers to service providers meet requirements applicable to Clients’ processing of data and will provide information on such data transfers in these Terms for Client’s consideration.

By agreeing to these Terms, the Client authorizes the Supplier to engage the following service providers for the purposes of performing the Services. Supplier shall provide 10 business days advance notice before engaging any new service providers under the Supplier’s general authorization.

List of service providers processing Client Data:

• InMotion Hosting (United States)
  Provides hosting and content delivery network services in the Client location.

• Evenly Odd Inc doing business as Knack (United States)
  Provides tools to build online databases without coding.

• Google Workspace
  Providing flexible solutions for the workplace include business email and other productivity apps.

5. Using the PRIMeSales Leads Services

5.1 Establishing an Account

Certain Features, functions, parts or elements of the PRIMeSales Leads Services can be used or accessed only by holders of an Account. The person who wishes to create an Account must:

1. complete the registration form on the Web Site; and
2. accept these Terms by clicking “Register” or other similar button.

Each Client may have only one Account. If several persons need to use an Account on behalf of Client, Client must designate such persons as Users. Each such User shall be subject to the restrictions set forth in these Terms.

If Client has designated Users and granted them Authorization, such Users will be deemed to be authorized to act on behalf of Client when using the Account. Supplier is not responsible for and shall have no liability for verifying the validity of Authorization of any User. However, Supplier may, in its discretion, request additional information or proof of the person’s credentials. If Supplier is not certain if a User has been granted Authorization,     Supplier may, in its sole discretion, prevent such User from accessing the PRIMeSales Leads Services.

A User may be associated with multiple Clients and Accounts. Deleting a User from one Account will not remove the User from the Platform if he/she is connected to multiple Accounts.

The Client and any User associated with an Account must provide Supplier with true, accurate, current, and complete information about the Client, Users or Account and keep it up to date.

5.2 Logging Into an Account

Supplier shall provide Client with a username and password (“Login Credentials”) to be used to log in to its Account. These Login Credentials must not be used by multiple persons. If Client has designated several Users, each User will be provided with separate Login Credentials. Client and each User are responsible for keeping confidential all login credentials associated with an Account. 

Client must promptly notify Supplier:

1. of any disclosure, loss or unauthorized use of any Login Credentials;
2. of a User’s departure from the Client’s company;
3. of a change in a User’s role in the Client’s company;
4. of any termination of a User’s right for any reason.

5.3 Termination of Account

Client may terminate these Terms at any time as provided in Section 16. Supplier shall permanently delete the Account within six months of the effective date of the termination.

5.4 Fees.

5.4.1. The use of an Account is subject to a Fee. Upon registration for an Account, the Client must use a Trial Subscription before confirming a plan. Different fees apply to different Plans. The applicable Fee is charged in advance on monthly or annual payment intervals, unless agreed otherwise between parties. 

5.4.2 All Fees are non-refundable, i.e. there are no refunds or credits for periods where the Client did not use an activated Account, used it only partially, or deactivated the Account or terminated these Terms during an ongoing payment interval. 

5.4.3 All Fees are exclusive of all taxes, levies or duties applicable under any applicable law, unless stated otherwise stated herein. Client is solely responsible for the payment of such taxes, levies or duties.

5.4.4 The exception to this is our Quality Assurance and Credit Guarantee which states that if at any time during the first 30 days the user (as a subscriber) is not completely delighted with PRIMeSALES LEADS™, the user may simply contact the Supplier and the Supplier will promptly provide a full refund.

5.4.5 All fees and payments are due in US Dollars. The Client  is responsible for providing complete and accurate billing and contact information and updating any changes. All fees paid are non-refundable and not subject to set-off. Receipts are auto-generated and may be downloaded as pdf documents.

5.5 Changing Plans

Any Client has the right to upgrade or downgrade a current Plan at any time by selecting a new Plan among the collection of Plans determined by the Supplier. Downgrading does not result in a refund of fees paid. Downgrading of the current Plan may cause the loss of Features, functionality, or capacity of the Account, as well as the loss of Client Data.

6 Free Trial

The Client is not required to provide any credit card information during the period of Free Trial. When the period of Free Trial has expired, the Account will be automatically deactivated. If the Client wants to save the data in the Account, they need to export the data within a week of the Account deactivation or risk losing the data. To purchase a subscription after the deactivation of the Account, the Client shall go into the platform, select the plan of choice and finalise payment. 

7. Client data

7.1 Uploading Client Data to Platform

If the Client uploads Client Data to the Platform, such Client Data and any processing of such Client Data must be in compliance with these Terms and applicable law. All rights, title and interest in and to the Client Data belong to the Client or third persons (including Users, persons and Companies) whether posted and/or uploaded by you or made available on or through the PRIMeSales Leads Services by    Supplier. By uploading Client Data to the Platform, Client authorizes Supplier to process the Client Data. 

The Client is responsible for ensuring that:

1. the Client and any of the Users associated with the Account do not create, transmit, display or make otherwise available any Client Data that violates the terms of these Terms, the rights of Supplier, other Clients or Users, persons or Companies or is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful; and
2. the Client and all of the Users associated with the Account have the necessary rights to use the Client Data, including to insert it into the Platform and process it by means of the Account.

7.2 No Guarantee of Accuracy

Supplier does not guarantee any accuracy with respect to any information contained in any Client Data, and strongly recommends that you think carefully about what you transmit,    submit or post to or through the PRIMeSales Leads Services. You understand that all information contained in Client Data is the sole responsibility of the person from whom such Client Data originated. This means that Client, and not Supplier,is entirely responsible for all Client Data that is uploaded, posted, transmitted, or otherwise made available through the PRIMeSales Leads Services, as well as for any actions taken by the Suppliers or other Clients or Users as a result of such Client Data.

7.3 Unlawful Client Data

Supplier is not obliged to pre-screen, monitor or filter any Client Data or acts of its processing by the Client in order to discover any unlawful nature therein. However, if such unlawful Client Data or the action of its unlawful processing is discovered or brought to the attention of Supplier or if there is reason to believe that certain Client Data is unlawful, Supplier has the right to:

1. notify the Client of such unlawful Client Data;
2. deny its publication on the Web Site or its insertion to the System;
3. demand that the Client bring the unlawful Client Data into compliance with these Terms and applicable law;
4. temporarily or permanently remove the unlawful Client Data from the Web Site or Account, restrict access to it or delete it.

If Supplier is presented with convincing evidence that the Client Data is not unlawful, Supplier may, at its sole discretion, restore such Client Data, which was removed from the Web Site or Account or access to which was restricted.

In addition, in the event Supplier believes in its sole discretion Client Data violates applicable laws, rules or     regulations or these Terms, Supplier may (but has no obligation), to remove such Client Data at any time with or     without notice.

7.4 Compelled Disclosure

Supplier may disclose a Client’s confidential information to the extent compelled by law to do so. In such instance, Supplier will use commercially reasonable efforts to provide Client with prior notice of the compelled disclosure (to the extent legally permitted) and Client shall provide reasonable assistance, at its cost, if Client wishes to contest the disclosure. If Supplier is compelled by law to disclose Client’s confidential information as part of a civil proceeding to which Supplier is a party, and Client is not contesting the disclosure, Client will reimburse Supplier for its reasonable cost of compiling and providing secure access to that confidential information.

8. Services

8.1 Use of the PRIMeSales Leads Services

Subject to these Terms, and the payment of the applicable    service Fee, Supplier grants Client and its authorized users a non-exclusive, non-transferable, non-sub-licensable    license to use the PRIMeSales Leads Services to:

1. collect, store and organize Client Data, such as add new Persons and Companies, create Pipelines and add Stages into these Pipelines, generate reports based on Client Data, add Deals into Stages and monitor their movement through the next Stages, add Products to be offered for sale to Persons and Companies; add new Users and grant them Authorizations, assign Activities to a particular User;
2. modify and delete Client Data;
3. receive reasonable help and guidance and from Supplier regarding the use of the PRIMeSales Leads Services.

If Supplier determines Client usage of the Services to be outside of the permitted and intended use as outlined herein, or bandwidth usage of the Service or any Features or functionality to be significantly excessive in relation to other Users, Supplier reserves the right to suspend respective Client Account, (or part thereof) until Client assures Supplier that Client shall refrain from further abuse of the Services.

8.2 Technical Support.

Supplier shall provide reasonable technical support to Client and its authorized User at the reasonable request of the Client. Supplier shall respond to enquiries of support from a Clientutilizing the contacts set forth below as soon as reasonably possible. Responding to enquiries of Clients and Userswho have accepted these Terms but do not have an Account may be less expedient, or may not occur at all. Contact for all enquiries of support is through email: support@primesalesleads.com

8.3 Modifications to Service

Supplier reserves the right to modify the PRIMeSales Leads Services or any part or element thereof from time to time without prior notice, including, without limitation:

1. rebranding the PRIMeSales Leads Services at its sole discretion;
2. ceasing providing or discontinuing the development any particular PRIMeSales Leads Service or part or element of the Platform temporarily or permanently;
3. taking such action as is necessary to preserve Supplier’s rights upon any use of the PRIMeSales Leads Services that may be reasonably interpreted as violation of Supplier’s intellectual property rights, distribution of Internet viruses,         worms, Trojan horses, malware, and other destructive activities or illegal activity.

As applicable, Client may be notified of such modifications when logging in to the Account. Modifications, including change in applicable rates for the PRIMeSales Leads Services, will become effective thirty (30) days before the effective date of such modification.

If the Client does not accept the modification, the Client shall notify Supplier before the effective date of the modification, and these     Terms will terminate on the effective date of the modification. The Client’s continued use of the PRIMeSales Leads Services, or any part or element thereof, after the effective date of a modification shall indicate its consent to the     modifications. Supplier shall not be liable to the Client or to any third person for any modification, suspension or discontinuance of the PRIMeSales Leads Services, or any part or element thereof.

8.4 Additional Features

Supplier may from time to time make additional Features available through the PRIMeSales Leads Services, which may be subject to Additional Terms. The Client’s use of any such Feature is subject to their acceptance of Additional Terms presented within the relevant Feature or these Terms of Service.

8.5 Beta Services

Supplier may offer certain Features of functionality for the purpose of testing and evaluation (“Beta Service” or “Beta Services”). The Supplier reserves the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to the Client. The Client agrees that the Supplier will not be liable to the Client or to any third party for any harm related to, arising out of the Client’s use of the Beta Services, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.

9. Restrictions

9.1 Prohibited Activities

Client and its authorized Users may use the PRIMeSales Leads Services and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and applicable    law. By way of example, neither the Client nor any User may:

1. use the PRIMeSales Leads Services or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions;
2. copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the PRIMeSales Leads Services or any part or element thereof, or attempt to extract the source code thereof, unless 

(i) it is     expressly allowed under applicable law, and 

(ii) to the extent that the Supplier is not permitted by that applicable law to exclude or limit the foregoing rights;

1. use the PRIMeSales Leads Services or any part or element thereof unless it has agreed to these Terms.

9.2 Certain Uses Require Supplier Consent

The Client or any User may not, without Supplier’s prior express written consent (e-mail, fax, Skype, etc.):

1. sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant Access or make the PRIMeSales Leads Services available in whole or in part to any third persons, unless such third person is another authorized User of the same Client;
2. use the PRIMeSales Leads Services or any part or element thereof in a scope, with means or for purposes other than those for which their functionality was created;
3. use the PRIMeSales Leads Services or any part or element thereof by means of programs that send them automatic enquiries or requests, unless such program has been made available by Supplier;

10. Privacy

Supplier takes the privacy of its Clients and Users very seriously. Supplier’s Privacy Policy at www.primesalesleads.com/privacy is hereby incorporated into these Terms by reference. Please read the Privacy Policy carefully as it governs Supplier’s collection, use, and disclosure of Client’s or User’s personal information.

11. Intellectual Property Rights

11.1 PRIMeSales Leads Intellectual Property Rights in the PRIMeSales Leads Services

The PRIMeSales Leads Services, Materials, trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by Supplier and its third party vendors and hosting partners. These Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and    treaties, and all other relevant intellectual property and proprietary rights laws. Supplier, its affiliates and    licensors retain all right, title and interest in such PRIMeSales Leads Services, Materials, trade names and trademarks, and any parts or elements. Your use of the PRIMeSales Leads Services and Materials, and any parts or elements does not grant to you any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the Materials is strictly prohibited unless you have received the express prior written permission from Supplier or the otherwise applicable rights holder. Supplier    reserves all rights to the PRIMeSales Leads Services, Materials and trade names and trademarks not expressly granted in the Terms.

11.2 Content Owned by PRIMeSales Leads  

Subject to these Terms and the payment of the applicable service    Fee, Supplier grants Client and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to download a single copy of any part of the Content solely for your personal, non-commercial use if you retain all copyright and proprietary notices that are contained in such part of the Content. You expressly acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through the Platform or the    PRIMeSales Leads Services. You shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as permitted on or through the PRIMeSales Leads Services or as otherwise permitted by applicable law.

11.3 Client Data

1. Supplier may use Client Data in an aggregated or anonymized format for research, educational and other similar     purposes. Supplier may not otherwise use or display Client Data without Client’s written consent. Supplier respects your right to exclusive ownership of your Client Data. Unless specifically permitted by you, your use of the PRIMeSales Leads Services does not grant Supplier the license to use, reproduce, adapt, modify, publish or distribute the Client Data created by you or stored in your Account for Supplier’s commercial, marketing or any similar purpose. Client expressly grants Supplier the right to use and analyze aggregate system activity data associated with use of the PRIMeSales Leads Services by Client and its Users for the purposes of optimizing, improving or enhancing the way the PRIMeSales Leads Services operate, and to create new Features and functionality in connection with the PRIMeSales Leads Services in the sole discretion of Supplier.
2. Client is solely responsible for its own Client Data and the consequences of posting or publishing them on or through the PRIMeSales Leads Service. In connection with Client Data, Client affirms, represents, and warrants that: 

(i) Client either owns its Client Data or has the necessary licenses, rights, consents, and permissions to use and     authorize the Suppliers to display or otherwise use the Client Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to your Client Data in a manner consistent with the intended Features and functionality of the PRIMeSales Leads Services and these Terms, and to grant the rights and license set forth in Section 11.3(a), and

(ii)  Client Data, Supplier’s or any PRIMeSales Leads Licensee’s use of such Client Data pursuant to these Terms, and Supplier’s or any PRIMeSales Leads Licensee’s exercise of the license rights set forth in Section 11.3(a), do not and will not: 

(a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; 

(b) violate any applicable law or regulation anywhere in the world; or 

(c) require obtaining a license from or paying any fees and/or royalties by Supplier to any third party for the performance of any PRIMeSales Leads Services Client has chosen to be performed by Supplier or for the exercise of any rights granted in these Terms, unless Client and Supplier otherwise agree.

11.4 Feedback

If Client or a User provides Suppliers with any comments, bug reports, feedback, or    modifications for the PRIMeSales Leads Services (“Feedback”), Supplier shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the PRIMeSales Leads Services.

Client or User (as applicable) hereby grants Supplier a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of,publicly display, publicly perform, exploit and use your Feedback for any purpose. Supplier shall have the right to modify or remove any Feedback provided in the public areas of the Web Site if the Supplier deems, at its discretion, harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of    another’s privacy, hateful or otherwise unlawful.

12. Third-Party Sites, Products and Services

The PRIMeSales Leads Services may include links to other websites or services (“Linked Sites”) solely as a convenience to Clients. Unless otherwise specifically and explicitly indicated, Supplier does not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore,     Supplier makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION,     MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.

Any content referred to as community provided is provided by third parties and not developed or maintained by PRIMeSales Leads. By using any community marked code or libraries in your software development, you acknowledge and agree that PRIMeSales Leads is not in any way responsible for the performance or damages caused by such community provided code or library.

13. Disclaimers; No Warranty

UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, THE PRIMESALES LEADS SERVICES, MATERIAL, AND ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE PRIMESALES LEADS SERVICES ARE PROVIDED “AS IS” AND     “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SUPPLIER AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT     LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY, AND RELIABILITY.

UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, SUPPLIER AND ITS AFFILIATES DO NOT WARRANT THAT THE PRIMESALES LEADS SERVICES AND ANY CONTENT, CLIENT DATA SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE PRIMESALES LEADS SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PRIMESALES LEADS SERVICES AND ANY CONTENT, CLIENT DATA, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE PRIMESALES LEADS SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, SUPPLIER AND ITS AFFILIATES DO NOT WARRANT OR MAKE ANY     REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM, THE PRIMESALES LEADS SERVICES, MATERIAL OR ANY LINKED SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

THE LAWS OF CERTAIN COUNTRIES AND STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR     LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

14. Indemnification

You agree to defend, indemnify and hold harmless Supplier and its affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the PRIMeSales Leads Services, Materials, representations made to the Supplier, its affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. Supplier reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Supplier, and you agree to cooperate with such defense of these claims.

15. Limitation of Liability

15.1 No Liability

Supplier shall not be liable to the Client or User for any consequences resulting from:

1. any modifications in these Terms, calculation and rates of Fees, the PRIMeSales Leads Services, Material, or     any part or element thereof (including but not limited to Account), including any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the PRIMeSales Leads Services or Material;
2. deletion of, corruption of, or failure to store any Client Data;
3. use of Client Data by the Client or any of the Users associated with the Account;
4. upgrading or downgrading the current Plan;
5. any disclosure, loss or unauthorized use of the login credentials of Client or any authorized User due to Client’s failure to keep them confidential;
6. the Client’s use of the Account or the PRIMeSales Leads Services by means of browsers other than those accepted or supported by the Supplier;
7. the application of any remedies against the Client or authorized Users by the Supplier, for example if the Client or User has committed a crime or conducted a breach of applicable law by using the PRIMeSales Leads Services or any part or     element thereof;
8. the differences between technologies and platforms used for access, for example if certain Features, functions, parts or elements of the PRIMeSales Leads Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet;
9. the Supplier’s application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.

In addition, Supplier and its affiliates shall not be liable to the Client for any claim by any User, person,     Company or third persons against the Client arising out of the Client’s failure to:

1. provide Supplier with accurate information about the Client, Users or Account;
2. notify Supplier of any reasons due to which a User does not have the right to use the Account on behalf of the Client;
3. provide any Products which it has agreed to provide to such a person or Company (whether such failure arises as a result of Supplier’s negligence, breach of these Terms or otherwise);
4. ensure the lawfulness of the Client Data;
5. obtain the necessary rights to use the Client Data; or
6. abide by any of the restrictions described in these Terms.

15.2 Limitation of Liability

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF PRIMESALES LEADS AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT” SECTION ABOVE.

15.3 Exclusion of Consequential and Related Damages

IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

16. Termination of These Terms

16.1 For Convenience

These Terms may be terminated at any time by not renewing the subscription as there is no auto-renewal in place. Access will be blocked if payment is not received at the end of the subscription period and will be restored within 24 hours of the payment being received. The billing period is clarified and visible in the Client’s account. The billing period runs 31 days from the time of payment whenever that occurs. If payment has not been received, the Client shall receive an email notification to remove their data or to renew their subscription should they intend to continue. This applies to both monthly and annual subscriptions.

16.2 For Default

These Terms may also be terminated for default upon written notice by either party in case of breach of these Terms by the other party, if the breach has not been cured within 30 days of receipt of a notice from the non-breaching party.

16.3 Effect of Termination

Upon termination of these Terms,

1. Supplier shall deactivate and permanently delete the Account, within six months of the effective date of termination of these Terms. If the Client has specifically requested for an earlier deletion of the Account, Supplier shall fulfill such request within 1 month of its receipt of such request.
2. Client must:
   1. stop using and prevent the further usage of the PRIMeSales Leads Services, including, without limitation, the Platform;
   2. pay any amounts owed to Supplier under these Terms; and
   3. discharge any liability incurred by the Client before under these Terms prior to their termination.

16.4 Remedies

If Supplier terminates these Terms as a result of an uncured breach by a Client or User, Supplier is entitled to use the same or similar remedies against any other persons who use the PRIMeSales Leads Services in conflict with these Terms. Notwithstanding the foregoing, Supplier may also apply any other remedies available to it under the applicable law.     Upon application of any remedies, the Client or User may lose Access or suffer a loss of certain Features, functions, parts or elements of the PRIMeSales Leads Services.

If Supplier has reasonable grounds to believe that the Client’s or User’s use of the PRIMeSales Leads Services, including the Account may harm any third persons, Supplier has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third persons.

The Supplier has the right to suspend access to all or any part of the Service, including removing Content, at any time for violation of this Agreement or to protect the integrity, operability, and security of the Service, effective immediately, with or without notice. Unless prohibited by law or legal process or to prevent imminent harm to the Service or any third party, Supplier typically provides notice in the form of a banner or email on or before such suspension. Supplier will, in its discretion and using good faith, tailor any suspension as needed to preserve the integrity, operability, and security of the Service.

17. Who You Are Contracting With

17.1 Governing Law and Jurisdiction

In the event of a dispute, controversy or claim arising out of or in relation to these Terms, including but not limited to the formation, validity, breach or termination thereof, the parties shall attempt to solve the matter amicably in mutual negotiations. In the event a mutually acceptable resolution cannot be reached within a reasonable time, either party will be entitled to seek all available remedies, including legal remedies subject to the terms and     conditions set forth below. Notwithstanding the foregoing and subject to the terms and conditions set forth below, either party may seek injunctive relief with respect to any disputed matter to the extent possible under applicable law. Should an amicable settlement between parties not be possible, the dispute shall be finally solved in court or by arbitration as designated herein subject to the terms and conditions set forth below. These Terms (and any further rules, policies or guidelines incorporated by reference therein) shall be governed by and construed in accordance with the laws of Malaysia.                                

18. General Provisions

18.1 Relationship of the Parties

The parties will act solely as independent contractors. TheseTerms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of    legal association between the Client and either Supplier, and the Client shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.

18.2 Severability

If any term, condition or provision of these Terms is held to be invalid,unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms,conditions or provisions, or portions of them, shall not be affected.

18.3 Entire Agreement

These Terms are the entire agreement between Client and    Supplier regarding Client’s use of the PRIMeSales Leads Services and supersedes all prior and contemporaneous agreements,proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.

18.4 Assignment

Client may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms    without Supplier’s prior written consent. Any attempted assignment, transfer or delegation without such prior written    consent will be void and unenforceable. 

Notwithstanding the foregoing, the Client, or its permitted successive assignees or transferees, may assign or transfer these Terms or delegate any rights or obligations hereunder without consent: 

(1) to any entity controlled by, or under common control with the Client, or its permitted successiveassignees or transferees; or 

(2) in connection with a merger, recompany, transfer, sale of assets or product lines, or change of control or ownership of the Client, or its permitted successive assignees or transferees.

18.5 No Waiver

Failure of either Party to exercise or enforce any provision of or any of its    rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.

18.6 Notices

Except as otherwise specified in these Terms, all notices related to these Terms will be in writing and will be effective upon 

(a) personal delivery, 

(b) the second business day after mailing, or 

© except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to you will be addressed to the relevant billing contact designated by you. All other notices to you will be addressed to the relevant Services system administrator designated by you.

Last update: November 2020