Leads Near Me - Terms Of Service

TERMS AND CONDITIONS OF MARKETING SERVICES

PLEASE READ THESE TERMS AND CONDITIONS OF MARKETING SERVICES (“TERMS and conditions”) CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. by SIGNING THE PROPOSAL, you are agreeing and consenting to be bound by THESE TERMS and conditions. every time you SIGN A PROPOSAL with LEADS NEAR ME, INC. you agree to be bound by theSE terms and conditions.

THIS AGREEMENT IS BETWEEN LEADS NEAR ME, INC. (“SERVICE PROVIDER”), WITH ITS PRINCIPAL PLACE OF BUSINESS AT 5425 Sugarloaf Parkway, Suite 2201, Lawrenceville, Georgia 30043, AND YOU, THE CUSTOMER (“CUSTOMER”) AS IDENTIFIED ON THE PROPOSAL. SERVICE PROVIDER AND CUSTOMER MAY BE REFERRED TO INDIVIDUALLY AS “PARTY” and collectively as the “parties” HEREIN. IF YOU HAVE ANY QUESTIONS ABOUT THESE TERMS AND CONDITIONS PLEASE CONTACT US AT support@leadsnearme.com.

The agreement between Customer and Service Provider is limited to the terms of the Proposal and these Terms and Conditions (the “Agreement”).
Purchase and Sale. Subject to the Agreement, during the Term, Service Provider shall, on a non-exclusive basis, provide to Customer, and Customer shall, on a non-exclusive basis, purchase from the Service Provider, marketing services (the “Services”).
PROPOSAL. Service Provider shall initiate all purchases of Services by issuing a Proposal (the “Proposal”) to the Customer which shall describe the Services to be provided in reasonable detail as well as any fees, deposits or ongoing charges for such Services. By submitting a signed Proposal to the Service Provider, the Customer is agreeing to purchase the Services pursuant to these Terms and Conditions, any specific terms included on the Proposal, and on no other terms. Customer guarantees and warrants that any information submitted on a Proposal is accurate and correct.
PROVISION OF SERVICES. Service Provider shall be solely responsible for determining the method, details, and means of performing the Services. Service Provider may at times, and at Service Provider’s own expense, employ or retain the services of such employees, subcontractors, partners, or agents as the Service Provider deems necessary to perform the Services, and these persons or entities shall be known as the Service Provider’s “Agents.” Agents are not and shall under no circumstances be deemed the employees of the Customer, and Service Provider assumes responsibility for any Services provided by the Agents. While the Service Provider would like to complete the Services within a reasonable time period, based on the complexity and nature of marketing services, the Service Provider makes no warranty or promise as to the time frame of any Service, nor that any Services will be completed upon a certain date.
LIMITATION OF SERVICES. Customer is responsible for providing accurate descriptions of the Services requested and issues that may prevent the Service Provider from completing the Services as described in the Proposal. Customer is entirely responsible for delays that may be reasonably caused by Customer’s failure to provide Service Provider with the information necessary to complete work as described in the Proposal, and Service Provider retains the right to refuse to implement new work, outside the scope of the Proposal, if such new work would materially alter the Services and associated costs as described in the Proposal. In such an event the Customer may be required to submit additional fees or costs as reasonably necessary to complete the Services. Customer understands that the nature of marketing services is such that while the Service Provider can provide marketing leads and contact to interested potential clients of the Customer, that the Customer is ultimately responsible for utilizing the Services to generate any profits or returns. Customer understands that Service Provider does not guarantee any results from the Services. THERE IS NO GUARANTEE OF SUCCESS.
FEES AND PAYMENT. The Customer agrees to pay the Service Provider the fees as described in the Proposal. The Proposal may include a down payment, deposit or other payment schedule, depending on the nature of the Services to be provided. Customer understands and agrees that the Service Provider may suspend the Services in the event that the Customer does not pay the fees as stated in the Proposal.
DATE OF COMMENCEMENT. Service Provider shall not be obligated to perform the Services unless and until the Customer has paid the initial agreed-upon fee or deposit as described in the Proposal (the “Commencement Date”). Any delay in payment may create an equal delay in the Services to be provided.
The Agreement shall commence as of the Commencement Date and shall continue in full force and effect until terminated by either Party upon delivering written Notice to the other Party in accordance with the provisions of this Agreement, or until the Parties execute an updated Proposal (the “Term”).
TERMINATION. Upon thirty (30) days’ written notice, either Party may terminate the Agreement with or without cause. Such termination shall be deemed effective thirty (30) days after the non-terminating Party’s receipt of this written notice. For sake of clarity, all payments and duties of the Parties under the Agreement shall remain enforceable during this thirty (30) day period following. In the event a cancellation occurs following the billing on the 1st of the month, the Customer shall be responsible for payment for the current month to allow for a full 30-days advance notice. It is the policy of Service Provider to treat our team members with respect and to not subject team members to abuse of any kind (verbal, physical, psychological, sexual, etc.). In such cases, where a Service Provider team member is subjected to such abuse, Service Provider has the right to terminate this contract immediately and will provide a prorated refund for Services not rendered during the monthly period.
PROPRIETARY RIGHTS. The Services provided by Service Provider under this Agreement are not performed on a “work for hire” basis and therefore the intellectual property rights related to any Services, including but not limited to all the ideas, concepts, plans, techniques, designs, models, inventions, processes, methodologies, discoveries, formulae, software (other than third party software) of every kind (including all software deliverables, routines, algorithms, applications, programs, operating environments, databases, interfaces or patches), technology, improvements, materials, works of authorship, documentation, programming aids or trade secrets developed, created, designed, invented, authored, or conceived by Service Provider or any of Service Provider’s personnel or contractors in respect of any Services or any testing, repairs, fixes, replacements, improvements, enhancements or updates to the Services (collectively “Intellectual Property”), shall belong to Service Provider. However, the Customer shall be granted a non-exclusive, non-transferable license to use the Services solely for business purposes, subject to the restrictions set out in this Agreement. Further, the Parties understand and agree that any intellectual property that may be developed, created, designed, invented, authored, or conceived by the Customer and used by Service Provider in the construction of, or incorporated into, any Services shall be the property of the Customer, and Service Provider shall not have any right to any such intellectual property rights. Further, Service Provider understands and agrees that it shall not utilize any such ideas, concepts, methods, know-how, or techniques developed, created, designed, invented, authored, or conceived by the Customer when providing Services to any other Service Provider clients. Notwithstanding the preceding sentence however, Service Provider may provide Services to or develop solutions for another Service Provider client with the same or similar functionality as the solutions that are provided to the Customer as part of the Services provided to the Customer, so long as the preceding restriction is not violated. For the avoidance of doubt, it is understood and agreed that the Customer is not obligated to provide Service Provider with any code, specifications, or information regarding any solutions created solely by the Customer or on the Customer’s sole behalf, and Service Provider agrees not to appropriate any such code, specifications, or information without the Customer’s knowledge and consent. The original design file of any project remains intellectual property of Service Provider unless otherwise stated by Service Provider. At the discretion of Service Provider, Customer may purchase original files at a cost decided on by Service Provider.
NON-SOLICITATION. In consideration of the mutual covenants and agreements contained and set forth in the Agreement, and other good and valuable consideration the receipt, sufficiency, and adequacy of which is acknowledged by both Parties, the Customer agrees that, upon entering into the Agreement with Service Provider and for a period of one (1) year after the Term, the Customer shall not directly or indirectly, either in writing or by its own terms, induce, solicit, or attempt to induce or solicit any of the Agents that have been or will be introduced by Service Provider to the Customer to terminate their relationship with Service Provider or to provide Services to the Customer within the United States of America for the benefit of the Customer without Service Providers knowledge and prior consent in writing, which may be withheld by Service Provider in its sole and absolute discretion.
CONFIDENTIAL INFORMATION. Except as otherwise specified in this Agreement, Service Provider and Customer each expressly undertake to retain in confidence all information disclosed to it by the other Party, either directly or indirectly, in writing, orally or by inspection of tangible objects, pursuant to this Agreement that the disclosing Party identifies as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, including, but not limited to, financial information, technical information, accounting methods, profits, sales, employee names, client names, client lists, client data, organizational structure, business processes, business plans, or other sensitive or proprietary information (“Confidential Information”), and will make no use of such Confidential Information except under the terms of this Agreement. Information disclosed by Service Provider, in any form, regarding pre-release products, access numbers and passwords provided to the Customer by Service Provider shall be Confidential Information. Each Party agrees to take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party. A receiving Party shall not disclose any Confidential Information of the disclosing Party to any third parties except as stated otherwise in this Agreement. A receiving Party shall not make any copies of the disclosing Party’s Confidential Information without the prior written approval of the disclosing Party. Each Party grants to the other Party the right to use Confidential Information as part of the process of providing or receiving the Services, and each Party shall have the right to divulge such Confidential Information only to those third parties who have a need to know and who are bound by confidentiality obligations at least as stringent as those set forth in this Agreement. A receiving Party shall immediately notify the disclosing Party in the event of any unauthorized use or disclosure of the disclosing Party’s Confidential Information. All documents and other tangible objects containing or representing Confidential Information which have been disclosed to a receiving Party by the disclosing Party, and all copies of Confidential Information which are in the possession of the receiving Party, shall be and remain the property of the disclosing Party and shall be promptly returned to the disclosing Party, or destroyed and a written certificate of destruction provided, at the disclosing Party’s option, upon the disclosing Party’s written request. Notwithstanding the preceding sentence, however, the receiving Party may retain one copy any Confidential Information disclosed or given to it by the disclosing Party for use only in the event a dispute arises between the Parties and only in connection with that dispute, and nothing in this Agreement shall require the receiving Party to delete or purge any records in backup or archival systems kept in the normal course of business. Information shall not be deemed Confidential Information if such information (i) is publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party; (ii) becomes publicly known and made generally available in the public domain after disclosure by the disclosing Party to the receiving Party through no action or inaction of the receiving party (iii) is already in possession of the receiving Party at the time of disclosure (as demonstrated by files and records); (iv) is received by the receiving Party from a third Party who is not in breach of any confidentiality obligations; (v) is independently developed by the receiving Party without use of reference to the disclosing Party’s Confidential Information; or (vi) is required by law to be disclosed by the receiving Party, provided the receiving Party shall give the disclosing Party written notice of such requirement prior to disclosure so that the disclosing Party may seek a protective order or other relief. The Parties’ obligations as receiving Parties of Confidential Information under this Agreement shall be perpetual, and this section titled “Confidential Information” shall survive the termination of this Agreement.
LIMITATION OF LIABILITY. Service Provider’s liability for any and all claims, including claims of contract, negligence and strict liability, shall not exceed the amounts paid and payable by Customer to Service Provider for the Services giving rise to the claim. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF DATA, LOSS OF BUSINESS, AND LOSS OF PROFITS, OR FOR THE CUSTOMER’S USE OF ANY INFORMATION PROTECTED BY COPYRIGHT, TRADEMARK, OR OTHERWISE OWNED BY A THIRD-PARTY. CUSTOMER BEARS THE SOLE RESPONSIBILITY FOR ANY PROTECTED INTELLECTUAL PROPERTY THAT CUSTOMER SUBMITS TO SERVICE PROVIDER AS PART OF THE SERVICES. THESE LIMITATION OF DAMAGES AND REMEDIES CONSTITUTE THE SOLE AND EXCLUSIVE REMEDIES AND MEASURE OF DAMAGES. THESE LIMITATIONS OF DAMAGES AND REMEDIES WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED HEREIN FAILS OF ITS ESSENTIAL PURPOSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NEITHER SERVICE PROVIDER NOR ITS AGENTS, ASSIGNS, AFFILIATES, OR MANUFACTURER SHALL BE LIABLE FOR ANY CLAIMS ASSERTED BY THIRD PARTY CONSUMERS TO WHOM CUSTOMER RESELLS THE SERVICES. EXCEPT IN THE CASE OF WILLFUL MISCONDUCT, SERVICE PROVIDER SHALL NOT BE LIABLE TO OR OTHERWISE RESPONSIBLE TO CUSTOMER OR ANY OF ITS AFFILIATES FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES THAT ARISE OUT OF OR RELATE TO THE AGREEMENT OR THE PERFORMANCE OR BREACH HEREOF, REGARDLESS OF WHETHER SUCH DAMAGES OR OTHER RELIEF ARE SOUGHT BASED ON BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY AND REGARDLESS OF WHETHER THE PARTY WAS AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
DISCLAIMER OF WARRANTIES. SERVICE PROVIDER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY OR (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
SMS COMMUNICATIONS. By using this website, you agree to receive text messages from us for the purpose of providing updates, notifications, and important information related to your account and our services. Standard messaging rates may apply. You can opt-out of receiving text messages at any time by following the instructions provided in the messages, texting the word STOP or by contacting our customer support.
INDEMNIFICATION. Customer shall indemnify and hold harmless Service Provider and its officers, directors, shareholders, employees, and agents from and against all losses, claims, assessments, demands, damages, liabilities, obligations, costs and/or expenses, including, without limitation, reasonable fees and disbursements of counsel, other than fees and disbursements of counsel incurred in connection with any claims asserted by any Party hereto against any other Party hereto (collectively, the “Damages”), sustained or incurred by reason of (i) the breach of any of Service Provider’s obligations, covenants, or provisions set forth in this Agreement; or (ii) the breach of any of Service Provider’s representations or warranties set forth in this Agreement; provided, however, that Customer shall not be required to indemnify Service Provider for any Damages arising out of or related to negligence, misconduct, or wrongful acts or omissions of Service Provider.
USE OF CUSTOMER’S NAME IN ADVERTISING. The Parties hereby agree that, during the Term, Service Provider may, at its option, use Customer’s name in advertising and marketing Service Provider’s own services. By means of example and not limitation, such advertising may include the phrase “As seen in [CUSTOMER NAME] locations” or a variation thereof. Nothing in this Agreement shall be construed to transfer any ownership rights in any of Customer’s marks, copyrights, or other intellectual property to Service Provider.
1. Customer Acceptance (Website Accounts). Customer shall be responsible for ensuring the integrity and security of their account on any website of the Service Provider and will inform Service Provider of any breach of security in their online account as soon as reasonably possible. Customer guarantees and warrants that no unauthorized party will access the Customer’s account. Service Provider is not responsible for any Proposals submitted by a party utilizing the Customer’s account without the permission of the Customer. Customer is responsible for all Proposals submitted via the Service Provider’s website.
2. Waiver. No waiver by Service Provider of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Service Provider. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
3. Confidential Information. All non-public, confidential or proprietary information of Service Provider, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, Customer lists, pricing, discounts, or rebates, disclosed by Service Provider to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Service Provider in writing. Upon Service Provider’s request, Customer shall promptly return all documents and other materials received from Service Provider. Service Provider shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Customer at the time of disclosure; or (c) rightfully obtained by Customer on a non-confidential basis from a third party.
4. Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Customer to make payments to Service Provider hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party“) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)“): (a) acts of God; (b) flood, fire, earthquake, explosion, pandemic, or epidemic (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within seven (7) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of fourteen (14) consecutive days following written notice given by it, the other party may thereafter terminate this Agreement upon fourteen (14) days’ written notice.
5. Assignment. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Service Provider. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.
6. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
7. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms and Conditions.
8. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Georgia without giving effect to any choice or conflict of law provision or rule (whether of the State of Georgia or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Georgia.
9. Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Georgia and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
10. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice“) shall be in writing and addressed to the parties at the addresses set forth on the Proposal or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
11. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
12. Survival. Provisions of these Terms and Conditions which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Compliance with Laws, Confidential Information, Governing Law, Submission to Jurisdiction and Survival.
13. Amendment and Modification. These Terms and Conditions may only be amended or modified in a writing stating specifically that it amends these Terms and Conditions and is signed by an authorized representative of each party.
14. Attorneys’ Fees & Costs of Collection. In the event that Service Provider should have to bring suit or seek equitable relief in connection with this Agreement or due to Customer’s failure to pay amounts due under this Agreement or failure to abide by the terms contained within this Agreement, Customer shall be responsible for Service Provider’s costs of collection and reasonable attorneys’ fees and expenses in connection with any future litigation, equitable proceeding, or arbitration. Should the matter not proceed to suit but Service Provider incurs cost in attempting to collect amounts due under this Agreement or otherwise enforcing the terms of this Agreement, Customer shall pay all costs and expenses in connection with doing so including but not limited filing fees and reasonable fees payable to attorneys or to collection agencies.
15. Electronic Delivery. The Parties agree that they may decide to deliver any documents related to this Agreement or any notices required by applicable law or the Parties’ corporate books or records by email or any other electronic means, and the Parties consent to (i) conduct business electronically, (ii) receive documents and notices by electronic delivery, (iii) sign documents electronically, and (iv) to participate through an online or electronic system established and maintained by the Parties or a third party designated by the Parties. CUSTOMER ACKNOWLEDGES THAT CUSTOMER’S ELECTRONIC SUBMISSIONS CONSTITUTE CUSTOMER’S AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR THE AGREEMENTS AND TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. CUSTOMER’S AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS CUSTOMER ENTERS INTO WITH THE SERVICE PROVIDER, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.
16. Satisfaction. By signing the Proposal the Customer represents, warrants, and agrees that they have read the Agreement including the Terms and Conditions contained therein, understand its terms, and acknowledge the same shall be binding upon them.