TERMS & CONDITIONS

Last updated March 21, 2023

TABLE OF CONTENTS

1. DEFINITIONS
2. AGREEMENT TO TERMS
3. INTELLECTUAL PROPERTY RIGHTS
4. USER AGREEMENT
5. FEES AND PAYMENT
6. PROHIBITED ACTIVITIES
7. MOBILE APPLICATION LICENSE
8. FEEDBACK
9. U.S. GOVERNMENT RIGHTS
10. SITE MANAGEMENT
11. PRIVACY POLICY
12. TERM AND TERMINATION

13. MODIFICATIONS, CORRECTIONS AND INTERRUPTIONS
14. GOVERNING LAW AND DISPUTE RESOLUTION
15. DISCLAIMER
16. LIMITATIONS OF LIABILITY
17. INDEMNIFICATION
18. USER DATA
19. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
20. MISCELLANEOUS
21. CONTACT US

1. DEFINITIONS

  • “AAA” means American Arbitration Association.
  • “Account” means an account that a User creates on the Site or App or through other means in order to register for use of Services.
  • “Affiliates” means our subsidiaries and our affiliates, and all of our respective directors, officers, agents, partners, contractors and employees.
  • “Agreement” means these Terms and Conditions, the Services Agreement and the Privacy Policy.
  • “App” means our mobile application in which you may access the Services and Site.
  • “App Distributor” means Apple Store or Google Pl
  • “Calls” means dialing a Customer’s Phone Number to speak to them by phone.
  • “Company”, "LeadHelm", “we”, “us”, or “our” means Digital Lead performance LLC DBA LeadHelm, doing business as LeadHel
  • “Content” means all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site and App.
  • “Customer” means a customer of a Dealer who requests or provides specific information on motor vehicles or motorcycles in connection with potential Product Sales.
  • “Customer Messages” means audio recordings of Customer phone calls, either live or voice messages, to and/or from Dealers with respect to potential Product Sales.
  • “Dealer” means a User who uses the Services on behalf of a motor vehicle or motorcycle dealership, company, organization or entity.
  • “Marks” means the trademarks, service marks, and logos contained in the Site or App which are owned, used or controlled by the Company.
  • “Materials” means any documentation, text, software, photos, video, graphics, and music, sound or other multimedia files that might accompany any Content that a User downloads from the Site or App.
  • “Privacy Policy” means the Company’s privacy policy located at www.leadhelm.com.
  • “Phone Number” means a party’s mobile phone number.
  • “Product Sales” means motor vehicle and motorcycle sales and purchases.
  • “Services” means all of our related data, our proprietary software, content and related documentation and information, products and services and any other features, technologies and/or functionalities offered by us on the Site, App or through any other means in connection with the collecting, providing and processing of digital leads with respect to Product Sales.
  • “Site” means https://leadhelm.com as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto.
  • “Services Agreement” means that separate Order Form and SaaS Service Agreement entered into by and between you and the Company for the Services and incorporated herein by reference.
  • “SMS Messages” means short message service messages, also commonly known as text messages.
  • “User”, “you” and “your” means any user that accesses and/or uses the Site, the App or the Services and includes Dealers.
  • “Wireless Providers” include AT&T, Verizon Wireless, Sprint, T-Mobile, Alltel, CellularOne, Virgin Mobile, U.S. Cellular, Metro PCS.

2. AGREEMENT TO TERMS

These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity (the “Entity”), as a User and the Company concerning your access to and use of the Site. These Terms and Conditions govern your use of our Services (as defined herein). We are registered in Florida, United States and have our registered office at 12730 Commonwealth Drive Suite 2, Fort Myers, FL 33913. You agree that by accessing the Site, you have read, understood, and agree to be bound by the terms of all of the Agreements posted on the Site.

 

IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THE AGREEMENTS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

 

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms and Conditions, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms and Conditions every time you use our Site so that you understand which Terms and Conditions apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms and Conditions by your continued use of the Site after the date such revised Terms and Conditions are posted.

 

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.

3. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is our proprietary property and Content and Marks are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. There may be collective work that is the property of other third parties and such collective work is also protected by copyright and other intellectual property laws. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms and Conditions, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

 

Your access to the Services is licensed and not sold. Subject to the terms of these Terms and Conditions, and upon registering for an Account, we hereby grant you a revocable, non-exclusive, non-transferable account enabling you to access and use the Services and the Site. You are additionally granted a limited license to download or print a copy of any portion of the Content, including, the Materials, to which you have properly gained access solely for your personal, non-commercial use. You may not change or delete any proprietary notices from Materials downloaded from the Site. As between the parties, title, ownership rights, and intellectual property rights in the Content, and any copies or portions thereof, shall remain in the Company and/or its content providers. Third-party trademarks, service marks and logos contained in the Site are owned and licensed by their respective owners. We reserve all rights not expressly granted to you in and to the Site, the Content, the Materials and the Marks.

 

We reserve the right, without notice and in our sole discretion, to terminate your license to use the Site, and Services, and to block or prevent future access to and use of the Site and Services. You are not permitted, directly or indirectly, and the foregoing license grant does NOT include the right for you to (a) publish, publicly perform or display, or distribute to any third party any Materials, including reproduction on any computer network or broadcast or publications media; (b) market, sell or make commercial use of the Site or any Material; (c) systematically collect and use of any data or content including the use of any data spiders, robots, or similar data gathering, mining or extraction methods; (d) make derivative uses of the Site or the Material; or (e) use, frame or utilize framing techniques to enclose any portion of the Site (including the images found at this Website or any text or the layout/design of any page or form contained on a page).

4. USER AGREEMENT

4.1     User’s Restrictions. You are not permitted, directly or indirectly, to (a) modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), create derivative works based on the Material; (b) copy the Material or the Content or engage in any acts inconsistent with the principles of copyright protection and fair use, as codified in 17 U.S.C. Sections 106-110, without obtaining the express written consent of the Company and/or the copyright owner; (c) distribute, display, rent, lease, transfer or otherwise transfer rights to, or in any way exploit, the Content or the Material, in whole or in part; or (d) remove any proprietary notices or labels on the Material or the Content.

 

4.2   User Agreement. In order to use the Services, you will need to register for an Account. You agree to: (a) provide true, accurate, current and complete information about yourself when registering for an Account, including any credit card information (your “Credit Card”) as applicable; (ii) maintain and promptly update your Account to keep it true, accurate, current and complete; (iii) review any fees as set forth in the Services Agreement (the “Fees”) to be charged for your use of the Services; and (iv) authorize the Company and its affiliates to charge your Credit Card or your Account, as applicable, for any and all Fees incurred by you for your use of the Services. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof).

 

4.3      User Representations.

 

  • General. By using the Site, App and/or Services, you represent and warrant that: (i) you have the legal capacity and you agree to comply with the terms of the Agreements; (ii) you are not a minor in the jurisdiction in which you reside; (iii) you will not access the Site or App through automated or non-human means, whether through a bot, script or otherwise; (iv) you will not use the Site, App or Services for any illegal or unauthorized purpose; (v) your use of the Site or App will not violate any applicable law or regulation; (vi) if you register for an Account on behalf of an Entity, you are authorized by such Entity to create such Account and incur fees on behalf of such Entity; and (vii) all information provided by you to the Company, is truthful, accurate and complete.

 

  • Dealer. If you use the Site, App and/or Services as a Dealer, in addition to the general representations and warranties above, you represent and warrant that: (i) you have received prior consent from a Customer (whether directly via your website’s online policies or through your agreement with third party service providers) to (A) send SMS Messages to the Customer using the Services, (B) initiate Calls to the Customer using the Services, and (C) record Customer Messages; (ii) you are authorized on behalf of the Entity to act on the Entity's behalf to (A) send SMS Messages to the Customer using the Services, (B) initiate Calls to the Customer using the Services, and (C) record Customer Messages; (iii) you have full authority to allow us to send SMS Messages, initiate Calls and/or forward Customer Messages as part of the Services to Customers or other Users, as applicable; (iv) you have and will comply with all applicable laws and regulations (including, but not limited to, the regulations promulgated by The Campaign Registry for messaging on 10DLC); and (v) you have registered with The Campaign Registry. You further agree to all of the terms and conditions of the Services Agreement entered into by and between you and Leadhelm.

 

4.4       Use of Services. As applicable, if you enter into a Services Agreement with the Company, Services are purchased as subscriptions and all such information related to your subscription, such as the amount of Fees and the start and end date of any subscription, is set forth in the Services Agreement.   In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (a) the applicable Services Agreement, and (b) these Terms and Conditions.

 

4.5     SMS Messages and Customer Messages.

 

(a)   SMS Messages. As part of the Services, you must opt-in by providing us your and your Customer’s Phone Number through the Site or App (“Opt-in”) in order to receive or send SMS Messages and/or mobile notifications from us in connection with the Services. You can cancel notifications and other communications via SMS Message in connection with the Services at any time by texting “STOP” to (__) ____ -_____ and we will send you a reply confirming your request to unsubscribe. After unsubscribing, you will no longer receive messages from us. In the event you unsubscribe and then choose to use the Services, you will need to Opt-in again. If at any time you forget what keywords are supported, you can text "HELP" to (__) ____ - ____ and we will respond with instructions on how to use the Service as well as how to unsubscribe.  In order to use the Services, your Wireless Provider must be able to provide you with services necessary to send and receive text messages. You understand, acknowledge and agree that (i) text message and data rates may apply for any SMS Messages sent to you from us, from you to us from Dealers to Customers or from Customers to Dealers; (ii) you are solely responsible for any fees charged by your Wireless Provider in connection with SMS Messages that you receive or send in connection with the Opt-in and/or the Services; and (iii) you will contact your Wireless Provider with any questions regarding your text and/or data plan. Wireless Providers are not liable for lost or delayed messages. We reserve the right at any time and from time to time to modify, suspend, limit the use of, discontinue or permanently cancel all or any portion of the SMS Message services.

 

(b)  Calls and Customer Messages. As part of the Services, we use the services of Ring Central to record Customer Messages which can then be listened to and reviewed through the Services. Dealers may also initiate Calls to Customers through the Services. You understand and agree that we reserve the right at any time and from time to time to modify, suspend, limit the use of, discontinue or permanently cancel all or any portion of the Calls or Customer Messages services.

5. FEES AND PAYMENT

You may be required to purchase or pay a Fee to access some of our Services. Payment of Fees, as applicable, for the use of the Services are as set forth in the Services Agreement and we may bill any Fees to you through your Account, or request that you pay Fees to the Company via Credit Card. We accept the following forms of payment:

-Visa

-Mastercard

-American Express

-PayPal

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site. You further agree to promptly update Account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. You agree to pay all charges or Fees at the prices then in effect for your subscription, and you authorize us to charge your chosen payment provider for any such amounts. If your subscription is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation. We may change prices for subscriptions at any time with notice to you. If we charge your Credit Card for Fees and you initiate a chargeback or otherwise reverse a payment made with your Credit Card, we may in our discretion terminate your Account immediately. If we successfully dispute the reversal, and the reversed funds are returned, you are not entitled to a refund or to have your Account reinstated. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Site.

 

We use Stripe as our third party service provider and processor (the “Processor”) for payment services (e.g., credit card transaction processing, merchant settlement, and any related service fees).   By using the Site and Services, you agree to be bound by Processor’s Terms of Service and other applicable service agreements (currently accessible at: https://stripe.com/ssa and Processor’s Privacy Policy (currently accessible at: https://stripe.com/privacy). You hereby consent to provide and authorize Leadhelm and Processor to share any information and payment instructions you provide to the extent required to complete the payment transactions in accordance with this Agreement, including personal, financial, credit card payment, and transaction information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY PAYMENT CARD(S) OR OTHER PAYMENT MEANS USED TO PAY ANY FEE OR CHARGE. By providing us or Processor with your Credit Card information, you agree that Processor is authorized to immediately invoice you for all fees and charges due and payable to us hereunder and that no additional notice or consent is required. You agree to immediately notify us and Processor (as applicable) of any change to your payment and Credit Card information. You will be responsible for paying any applicable taxes relating to your payments and credits received and will indemnify and hold harmless Leadhelm and Processor from any and all taxes, including sales tax, based on any payments made or received by you in connection with your purchase of Products. Any taxes imposed on payments will be your sole responsibility. If we are legally required to report such information, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes.

6. PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

 

You represent, warrant and agree that you will not use the Site and the Services, in a manner to:

 

  • ▪ Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
  • ▪ Trick, defraud, or mislead us and/or other Users, especially in any attempt to learn sensitive account information such as User passwords.
  • ▪ Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
  • ▪ Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site, including, but not limited to, taking actions which adversely affects or reflects negatively on the Company’s goodwill, name or reputation or causes duress, distress or discomfort to the Company or anyone else, or discourages any person, firm or enterprise from using all or any portion, feature, or function of the Site or Services, or from advertising, liking or becoming a supplier to use in connection with the Site or Services.
  • ▪ Use any information obtained from the Site in order to harass, abuse, or harm another person.
  • ▪ Make improper use of our support services or submit false reports of abuse or misconduct.
  • ▪ Use the Site in a manner inconsistent with any applicable laws or regulations.
  • ▪ Engage in unauthorized framing of or linking to the Site.
  • ▪ Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
  • ▪ Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
  • ▪ Delete the copyright or other proprietary rights notice from any Content.
  • ▪ Attempt to impersonate another User or person or use the username of another User.
  • ▪ Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
  • ▪ Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
  • ▪ Harass, annoy, intimidate, or threaten any User, any Customer or any of our employees or agents.
  • ▪ Attempt to bypass any measures of the Site designed to prevent or restrict access to the
  • Site, or any portion of the Site.
  • ▪Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
  • ▪Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
  • ▪ Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
  • ▪ Use a buying agent or purchasing agent to make purchases on the Site.
  • ▪ Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
  • ▪ Use the Site as part of any effort to compete with us or otherwise use the Site, the Content and/or the Materials for any revenue-generating endeavor or commercial enterprise.
  • ▪ Use the Site to advertise or offer to sell goods and services.
  • ▪ Sell or otherwise transfer your profile.

7. MOBILE APPLICATION LICENSE

7.1      Use License. If you access the App, then we grant you a revocable, non-exclusive, non- transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the App on such devices strictly in accordance with the terms and conditions of the App license contained in these Terms and Conditions. You shall not: (a) except as permitted by applicable law, decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the App; (b) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the App; (c) violate any applicable laws, rules, or regulations in connection with your access or use of the App; (d) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the App; (e) use the App for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (f) make the App available over a network or other environment permitting access or use by multiple devices or users at the same time; (g) use the App for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the App; (h) use the App to send automated queries to any website or to send any unsolicited commercial e-mail; (i) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the App; (j) use any software or services in conjunction with the Service or authorized third-party software which modifies or reroutes, or attempts to modify or reroute, the Service; (k) authorize any third party to access and/or use the Service on your behalf using any automated process such as a BOT, a spider or periodic caching of information stored by the Service on your behalf without a separate written agreement with us; (l) use any software or hardware that reduces the number of Users directly accessing or using the Service (sometimes called 'multiplexing' or 'pooling' software or hardware); or (m) lend, lease, rent or sublicense the App. You further agree to (i) permit us to send and deliver updates and notifications to you as part of your use of the App; and (ii) allow the App to automatically download and install updates from time to time from us which are designed to improve, enhance and further develop the App and may take the form of bug fixes, enhanced functions, new software modules and completely new versions.

 

7.2      Apple and Android Devices. The following terms apply when you use the App obtained from an App Distributor to access the Site: (a) the license granted to you for our App is limited to a non-transferable license to use the App on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (b) we are responsible for providing any maintenance and support services with respect to the App as specified in Section 7 of these Terms and Conditions or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the App; (c) in the event of any failure of the App to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the App, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application; (d) you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed on any U.S. government list of prohibited or restricted parties; (e) you must comply with applicable third-party terms of agreement when using the App, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the App; and (f) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this App license contained in these Terms and Conditions, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms and Conditions against you as a third-party beneficiary thereof.

8. FEEDBACK

The Site does not permit Users to submit or post content. However, if permitted by the Company, you may at times provide us directly with comments and feedback through your Account. Any such comments or ratings you provide through your Account will collectively be referred to as “Feedback”. By providing Feedback to the Company, you automatically grant to the Company a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, worldwide license to use, copy, sublicense, reproduce, distribute, redistribute, modify, adapt, publish, edit, translate, transmit, create derivative works of, publish and/or broadcast, publicly perform or display any materials or other information (including without limitation, ideas contained therein for new or improved products or services) you submit to us. You further acknowledge and agree that your name and/or likeness may be associated with your Feedback and posted on the Site, and you hereby grant us a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, worldwide license to use your name and/or likeness in association with your Feedback. You agree that you shall have no recourse against the Company for any alleged or actual infringement or misappropriation of any proprietary right in your communication to us. You further acknowledge and agree that no compensation will be paid with respect to the use of your Feedback, as provided herein, and that the Company may remove any Feedback we post on the Site at any time in our sole discretion. Further, when you provide Feedback, you authorize and direct the Company to make such copies thereof as the Company deems necessary in order to facilitate the posting and storage of such content on the Site.

9. U.S. GOVERNMENT RIGHTS

Our Services are “commercial items” as defined in Federal Acquisition Regulation (“FAR”) 2.101. If our services are acquired by or on behalf of any agency not within the Department of Defense (“DOD”), our services are subject to the terms of these Terms and Conditions in accordance with FAR 12.212 (for computer software) and FAR 12.211 (for technical data). If our services are acquired by or on behalf of any agency within the Department of Defense, our services are subject to the terms of these Terms and Conditions in accordance with Defense Federal Acquisition Regulation (“DFARS”) 227.7202-3. In addition, DFARS 252.227-7015 applies to technical data acquired by the DOD. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data under these Terms and Conditions.

 

You shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or other United States or foreign agency or authority, and not to export, or allow the export or re-export of the Material in violation of any such restrictions, laws or regulations. By downloading or using the Material, you are agreeing to the foregoing, and you are representing and warranting that you are not located in, under the control of, or a national or resident of any restricted country or on any such list.

10. SITE MANAGEMENT

We reserve the right, but not the obligation, to: (a) monitor the Site for violations of these Terms and Conditions; (b) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms and Conditions, including without limitation, reporting such User to law enforcement authorities; (c) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (d) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

11. PRIVACY POLICY

We care about data privacy and security. By using the Site, you agree to be bound by our Privacy Policy posted on the Site, which is incorporated into these Terms and Conditions. Please be advised the Site is hosted in the United States. If you access the Site from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you agree to have your data transferred to and processed in the United States.

12. TERM AND TERMINATION

These Terms and Conditions shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE, SERVICES AND APP (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THE AGREEMENTS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR APP OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

 

If we terminate or suspend your Account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your Account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

 

Subscriptions are non-refundable. You can cancel your subscription at any time by logging into your Account or contacting us using the contact information provided below. Your cancellation will take effect at the end of the current paid term. If you are unsatisfied with our Services, please email us at kimh@sfe-us.com or call us at (+1)2392923936.

13. MODIFICATIONS, CORRECTIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site and App at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site or App. We also reserve the right to modify or discontinue all or part of the Site and App without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site or App.

 

There may be information on the Site or App that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

 

We cannot guarantee the Site or App will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site and App at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site or App during any downtime or discontinuance of the Site or App. Nothing in these Terms and Conditions will be construed to obligate us to maintain and support the Site or App or to supply any corrections, updates, or releases in connection therewith.

14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1    Governing Law. These Terms and Conditions and your use of the Site and App are governed by and construed in accordance with the laws of the State of Florida applicable to agreements made and to be entirely performed within the State of Florida, without regard to its conflict of law principles.

 

14.2   Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms and Conditions (each "Dispute" and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

 

14.3    Binding Arbitration. If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the AAA and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Lee County, Florida. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Lee County, Florida, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms and Conditions. In no event shall any Dispute brought by either Party related in any way to the Site, Services or App be commenced more than one (1) year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

 

14.4    Restrictions. The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

 

14.5     Exceptions to Informal Negotiations and Arbitration. The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

15. DISCLAIMER

THE SITE, SERVICES AND APP ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE, SERVICES AND APP WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE, SERVICES AND APP AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S OR THE APP’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE OR APP AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, SERVICES AND APP; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR APP; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE, SERVICES AND APP BY ANY THIRD PARTY; (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE OR APP; AND/OR (G) ANY FAILURE BY A DEALER TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS (INCLUDING, BUT NOT LIMITED TO, THE REGULATIONS PROMULGATED BY THE CAMPAIGN REGISTRY FOR MESSAGING ON 10DLC)(COLLECTIVELY, THE “RELEASED CLAIMS”). WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE OR APP, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. YOU SPECIFICALLY ACKNOWLEDGE THAT WE AND OUR affiliates SHALL NOT BE LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST US AND OUR AFFILIATES (INCLUDING BUT NOT LIMITED TO CLAIMS BASED UPON OUR OR OUR AFFILIATES’ NEGLIGENCE) FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH THE RELEASED CLAIMS.

16. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR affiliates BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, SERVICES OR APP, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS 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 OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

17. INDEMNIFICATION

You agree to defend, indemnify, and hold us and our Affiliates harmless from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (a) your use of the Site, Services or App; (b) your breach of the Agreements; (c) any breach of your covenants or representations and warranties set forth in these Terms and Conditions; (d) your violation of the rights of a third party, including but not limited to intellectual property rights; or (e) any overt harmful act toward any other user of the Site or App with whom you connected via the Site or App, respectively. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

18. USER DATA

We will maintain certain data that you transmit to the Site or App for the purpose of managing the performance of the Site or App, respectively, as well as data relating to your use of the Site or App. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

19. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, downloading the App, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE OR APP. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.


20. MISCELLANEOUS

These Terms and Conditions, the Privacy Policy, and, as applicable, the Services Agreement, and any policies or operating rules posted by us on the Site or in respect to the Site or App constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision. These Terms and Conditions operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms and Conditions is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms and Conditions or use of the Site. You agree that these Terms and Conditions will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and Conditions and the lack of signing by the parties hereto to execute these Terms and Conditions.

21. CONTACT US

In order to resolve a complaint regarding the Site or App or to receive further information regarding use of the Site or App, please contact us at:

Digital Lead Performance LLC DBA LeadHelm

12730 Commonwealth Drive Suite 2, Fort Myers, FL 33913

Suite 2

Fort Myers, FL 33913

United States

Phone: (+1)2392923936 kimh@sfe-us.com