Terms & Conditions
This Subscription Agreement (the “Agreement”) governs the terms and conditions of the use of the Open Lead Management System (the “Service”) by you (“you” or “Subscriber”) offered by Open Leads (“Open” or “Open Leads”). By clicking the “Accept” button on the sign-up page or by logging in to the Service, you accept this Agreement.
1. Services and Support
1.1 As part of the Service, Open Leads provides a variety of web-based tools to manage contact/lead data and send mass email. The service may not be used for sending unsolicited email (“Spam”). See our Anti-Spam policy in section 2.4.
1.2 If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity. The Service is available only to persons who can form legally binding contracts under applicable law. If you do not qualify, you are not permitted to use the Service.
1.3 Open Leads charges and collects in advance for using the Service. The Open Companies, Inc (parent company of Open Leads) will automatically renew and bill your credit card or issue an invoice to you (a) every month for monthly licenses, (b) every quarter for quarterly licenses, (c) each year on the subsequent anniversary for annual licenses, or (d) as otherwise mutually agreed upon. The renewal charge will be the then-current number of total accounts times the then-current license fee in effect at the time of renewal. Fees for other services will be charged on an as-quoted basis. If your account is delinquent, access to the Service will be disabled until payment is received. The fee schedule, including subscriber levels and prices, is subject to change at any time at the discretion of Open Leads. Amounts paid for the Service are not refundable. Fees are payable in US dollars.
1.4 Mass Email Limits. Each account has included with its monthly billing, mass email support for up to 10,000 emails per calendar month. Open Leads believes this to be an adequate level of mass email service for most businesses engaged in proper email marketing. For larger lists or campaigns, we would recommend the use of dedicated mass email programs in conjunction with the use of Open Leads.
1.5 You can obtain assistance with any technical difficulty that may arise in connection with your use of the Service by requesting assistance by any of the methods listed under the support section of Open Leads’ contact page (http://www.openleads.com/contact/). Open Leads reserves the right to establish limitations on the extent of such support, and the hours at which it is available. You are responsible for obtaining and maintaining all Internet access, computers and other equipment needed for access to and use of the Service and you are responsible for all charges related thereto.
2. Restrictions and Responsibilities
2.1 You agree to provide Open Leads with complete and accurate billing and contact information. You agree to update this information within 30 days of any change to it.
2.2 Open Leads does not own any data, information or material that you submit to the Service in the course of using the Service (“Subscriber Data”). You, not Open Leads, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Subscriber Data, and Open Leads shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Subscriber Data. You are responsible for all activity occurring under your accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service. You will notify Open promptly if you have reason to believe that the security of your account has been compromised.
2.3 Open Leads alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service. The Open names and logos and all related product and service names, design marks and slogans are the property of Open or third parties, and no right or license is granted to use them.
2.4.1 Open Leads has a very strict policy regarding the use of our mass email system. You may not:
- use lists that contain emails that have been “screen scraped,” or otherwise harvested from web sites without the permission of the recipient
- use purchased lists (whether they are opt-in or not)
- add an email address into a list without the subscriber’s permission
- email someone who has requested to be removed from your list
- promote, solicit or participate in any pyramid schemes, Ponzi schemes, or otherwise illegal or questionable activities
- rent sell or offer to rent or sell any mailing list
- send any messages to any list deemed to be “Spam”
- engage in any process which circumvents the mass email limitations of Open Leads
- engage in any process which detrimentally affects the overall integrity of the Open Leads application, or negatively affects email deliverability from the Open Leads email servers
Spam is unsolicited email also known as junk mail or UCE (Unsolicited Commercial Email.) If you send any email in bulk (to more than a handful of recipients) to recipients who have not requested to receive it, it will be considered spam, regardless of the contents of the email. We reqire Open Leads users to follow generally accepted permission-based marketing practices. Open Leads reserves the right, at its sole discretion, to prohibit use of Open Leads to any company or site.
3.1 Open Leads hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Open Leads and its licensors. You 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 Service or any software, documentation, or data related to the Service; remove any proprietary notices or labels from the Service, modify, translate, or create derivative works based on the Service; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service.
3.2 You may not remove or export from the United States or allow the export or re-export of the Service, 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.
4. Disclaimer of Warranties
4.1 USE OF THE SERVICE AND ANY RELIANCE BY YOU UPON THE SERVICE, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. OPEN DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE. THE SERVICE IS PROVIDED “AS IS” AND OPEN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. Your sole and exclusive remedy for any failure or nonperformance of the Service shall be for Open Leads to use commercially reasonable efforts to adjust or repair the Service.
4.2 OPEN’S SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. OPEN IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
5. Limitation of Liability
5.1 IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.1 You may terminate this Agreement at any time by sending an email message to email@example.com, by calling 800-587-2030, or by sending written notice to Open Leads at One Town Square Blvd, Suite 260, Asheville, NC 28803. There are no refunds for any fees paid, and no pro-rata adjustments for partial months – all accounts in good standing will remain active through the entirety of the last paid billing cycle.
6.2 Open Leads may terminate this Agreement or the Service at any time with or without cause, and with or without such notice. Open Leads shall have no liability to you or any third party because of such termination.
6.3 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.
6.4 In the event this Agreement is terminated (other than by reason of your breach), you should export your lead data prior to the end of your current billing period. Should you fail to do so, Open Leads will make every effort to provide to you a file of the Lead Data within 30 days of termination. Available data is limited to lead record only, and may not include user assigments, pending or completed tasks, sent emails or comments that were entered by users.
6.5 Any breach of your payment obligations or unauthorized use of the Service will be deemed a material breach of this Agreement. Open Leads, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. You agree and acknowledge that Open Leads has no obligation to retain Subscriber Data, and may delete Subscriber Data if you have materially breached this Agreement, and such breach has not been cured within 30 days of notice of such breach.
7.1 Open Leads and you 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.
7.2 The Agreement shall be governed by, and construed in accordance with the laws of the State of North Carolina, USA without regard to conflict of law principles. The federal and state courts residing within North Carolina will have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement.
7.3 No agency, partnership, joint venture, or employment is created as a result of the Agreement, and you do not have any authority of any kind to bind Open Leads in any respect whatsoever.
7.4 Subscriber agrees not to resell or assign or otherwise transfer its rights or obligations under the Agreement without the express written authorization of Open Leads.
7.5 You hereby agree to indemnify and hold harmless Open Leads 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 from or relating to your use of the Service.
7.6 Open Leads reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after such changes shall constitute your consent to such changes.
This policy was modified on April 29, 2014.