Terms and Conditions

BUSINESS LEADS
WWW.BUSINESSLEADS.COM

GENERAL USERS TERMS & CONDITIONS

July 12, 2011

Please read the following general website Terms and Conditions (these “T&Cs” or “Agreement”) carefully before accessing the www.businessleads.com website (the “Site”), before registering with or opening an account (whether as a Seller, Affiliate or Buyer) on the Site (“Account”), responding to an offer made on the Site or using the various Services we provide, as defined below, so that you are aware of your legal rights and obligations with respect to the Site or BusinessLeads.com, LLC and any of its affiliates, parents and subsidiaries (individually and collectively, “we,” “us,” “our” or “BSL”).

IMPORTANT INFORMATION TO NOTE:

o YOU AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE AND ARE FULLY ABLE AND COMPETENT TO ENTER INTO THE TERMS, CONDITIONS, OBLIGATIONS, AFFIRMATIONS, REPRESENTATIONS, AND WARRANTIES SET FORTH IN THESE T&Cs, AND TO ABIDE BY AND COMPLY WITH THESE T&Cs.

o NOTE TO AFFILIATES ONLY: ANY ADVERTISING CHARGES, SUBSCRIPTION FEES AND COMMISSIONS (“FEES”) ARE EXPLAINED DURING REGISTRATION, ORDER PROCESS OR POSTED TO THE SITE AT WWW.BUSINESSLEADS.COM. ALL FEES ARE SUBJECT TO CHANGE FROM TIME TO TIME AT OUR ABSOLUTE AND SOLE DISCRETION. BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE THAT FEES MAY HAVE AN INITIAL AND RECURRING MONTHLY PAYMENT FEATURE AND YOU ACCEPT RESPONSIBILITY FOR ALL RECURRING CHARGES PRIOR TO CANCELLATION.

o NOTE TO AFFILIATES ONLY: IN THE EVENT THAT YOU SIGNED UP, FIRST ACCESSED OR CREATED AN ACCOUNT ON THE SITE SUBJECT TO OR IN ACCORDANCE WITH ANY FREE, LIMITED OR OTHER TRIAL SUBSCRIPTION PERIOD, PLEASE BE AWARE THAT AFTER THAT TRIAL PERIOD EXPIRES, WE WILL BEGIN TO BILL YOUR CREDIT CARD ACCOUNT ON A PERIODIC (MONTHLY, QUARTERLY OR ANNUAL) SCHEDULE FOR THE SERVICES, UNLESS YOU TERMINATE THE SERVICES PRIOR TO THE END OF THE TRIAL OR FREE PERIOD. PLEASE VERIFY ALL TERMS ASSOCIATED WITH SUCH PROMOTION TO VERIFY YOUR OBLIGATIONS. YOU CAN ALWAYS CANCEL YOUR ACCOUNT BY FOLLOWING INSTRUCTIONS ON THE SITE OR BY SENDING AN E-MAIL TO HELP@BUSINESSLEADS.COM.

o NOTE TO AFFILIATES ONLY: ALL PURCHASES OR SUBSCRIPTIONS TO ANY OF OUR SERVICES ARE FINAL. NO REFUNDS OR CREDITS SHALL BE ISSUED BY BSL FOR ANY REASON.

o NOTE TO AFFILIATES ONLY: BSL PROVIDES AFFILIATES WITH THE OPPORTUNITY TO PURCHASE, LICENSE, SUBSCRIBED TO AND USE A VARIETY OF DIFFERENT SERVICES. IN ADDITION TO THESE T&CS, THESE SERVICES SHALL ALSO BE SUBJECT TO ANY RULES AND REGULATIONS POSTED OR PUBLISHED ON THE SITE OR OTHERWISE PROVIDED TO YOU IN ANY DIGITAL OR OFFLINE FORMAT. IN THE EVENT OF ANY CONFLICT WITH THESE T&CS, THE RULES AND REGULATIONS FOR ANY INDIVIDUAL SERVICE SHALL CONTROL.

o OUR BUSINESS CHANGES CONSTANTLY, AS DO OUR PRIVACY POLICY, SELLER AGREEMENT AND ANY RULES AND REGULATIONS POSTED ON THE SITE, INCLUDING THESE T&CS. WE MAY OR MAY NOT E-MAIL OR IN OTHER WAYS PROVIDE YOU WITH PERIODIC REMINDERS OF CHANGES TO OUR POLICIES, BUT IT IS YOUR EXPRESSED OBLIGATION TO CHECK THE SITE FREQUENTLY TO SEE IF THERE ARE ANY RECENT CHANGES TO ANY OF OUR POLICIES OR THESE T&CS. WE RESERVE THE RIGHT TO REVISE THESE T&CS AT ANY TIME WITHOUT PROVIDING NOTICE TO ITS CUSTOMERS AND/OR USERS. YOUR CONTINUED USE OF THE SITE, THE SERVICES (AS HEREINAFTER DEFINED) AND/OR YOUR ACCOUNT SHALL BE DEEMED AN IRREVOCABLE ACCEPTANCE OF ANY SUCH REVISIONS.

 

o ANY CONTROVERSY, CLAIM, DEMAND OR DISPUTE ARISING OUT OF OR IN RELATION TO ANY PORTION OF THIS AGREEMENT, OR THE BREACH THEREOF, MUST BE RESOLVED BY A COURT LOCATED IN ROCKLAND COUNTY, NEW YORK, EXCEPT AS OTHERWISE DESCRIBED IN THE ARBITRATION OPTION SECTION.

o BY CREATING AN ACCOUNT AT THE SITE, YOU AGREE TO RECEIVE FREE CONTENT AND/OR PROMOTIONAL OFFERS FROM US.

o BUYER/AFFILIATE/SELLER ACCESS TO THE SITE IS VOID AND UNAUTHORIZED WHERE PROHIBITED BY APPLICABLE LAW OR REGULATION.

1. Description of the Site: The Site (1) provides Sellers with various means of generating qualified business leads for available Products and Offers (2) enables Affiliates to promote Products and Offers and earn Bounty on generated Qualified Business Leads, and (3) allows Buyers to discover great deals on Products and new Offers.

(a) Eligibility: All Users of the Site must be at least eighteen (18) years of age. This Site and its Services were designed for Users who are legal residents of the United States and its territories. Users from other countries are advised not to disclose personal information unless they consent to having their information used as set forth in this Site’s Privacy Policy rather than under the law of User’s home country. Usage of the Services is void where prohibited.

(b) Definitions:

o Affiliates or Bounty Hunters (aka Networkers): Users who Promote Products or Offers listed on the Site.

o Bounty: A fixed/set amount set by the Seller or a percentage of the Sale price of a Product/Offer earned by an Affiliate as result of the Affiliate’s generation of a Qualified Business Lead.

o Business Leads: The identification of a person or entity that has the interest and authority to purchase a Product or respond to an Offer.

o Buyers: Users who use our Site to discover and enter into various opportunities with Sellers including but not limited to (a) contracting with Sellers for the purchase or sale of Product and (b) partnering, joining in, applying for, accepting an Offer. The term excludes Users acting as Affiliates or Sellers of the Site.

o Fees: The term includes but is not limited to any advertising charges, subscription fees and commissions charged to Affiliates and Sellers and associated with access and usage of our Site and its Services (“Fees”).

o Offers: The presentation of commercial, financial, sale/purchase, employment or other business opportunities or offers.

o Posting: The act of Submitting an Offer or a Product for Sale to the Site.

o Products: Any product, service or merchandise that may be listed for Sale on the Site.

o Promotion: The advertising, display, announcement, encouragement, endorsement, pitch or any other promotion of Products or Offers by Affiliates.

o Qualified Business Lead: A Business Lead that has met the Terms as set forth by the Seller.

o Sale: Any and all of the following terms including sale, lease, subscription or license.

o Sellers: Users who employ our Services to generate Business Leads by (a) Posting Products or Offers or (b) engaging Affiliates.

o Services: All activities and capabilities offered by or through the Site, both individually and collectively.

o Submission: The upload, submission, sending, listing or posting, where and if available, by Users of any photograph(s), video(s), image(s), text, rating, opinions and/or comment(s) or other content (including any Product or Offer) to the Site.

o Terms: The criteria established by a Seller that establishes a Qualified Business Lead.

o Users: The term shall include any visitors, Sellers, Affiliates or Buyers. We reserve the right to add, change, modify, suspend or discontinue any portion of the Site or the Service(s) offered at any time. We may also impose limits on certain Services or features and/or restrict your access to parts of the Site or to the entire Site in our sole and absolute discretion and without notice or liability to anyone.

(c) Registration: In order to have access to certain features of the Site or its Services, you may be required to create an Account. You may never use someone else’s Account. When creating an Account with the Site, you agree to provide accurate, current and complete information about yourself (“Registration Data”) as prompted by our registration form. Registration Data may include your name, e-mail address, street address, industry and credit card information. You also represent that we may rely on your Registration Data as accurate, current and complete. You agree to maintain and update your Registration Data to keep it accurate, current and complete. We reserve the right, in our sole and absolute discretion, to terminate your Account for inaccurate, untrue, deceptive and/or incomplete Registration Data.

(d) Username and Password: As part of the registration process, you will be asked to select a username and password. We may refuse to grant to you any username, which in our sole and absolute discretion, is deemed to be invalid. Invalid usernames include, but are not limited to, usernames that are fashioned to impersonate another person, are protected by trademark law or other proprietary rights, are vulgar or otherwise offensive or those that may cause confusion. These are only some examples of invalid usernames and we reserve the right, at our own discretion, to deem any username invalid at any time both during and after registration.

You are solely responsible for maintaining the confidentiality of your username, password and any and all communications and other activities that are conducted through your Account. You agree not to transfer, sell or resell your username and/or password, or otherwise provide access to the Site, through the use of your username and password, to any third party.

If you have reason to believe that your Account is no longer secure, you must promptly change your password by updating your Account information and immediately notify us of same by e-mailing us at help@businessleads.com.

2. Affiliate Program. This Site enables Affiliates to Promote Seller’s Products and Offers in exchange for the payment of a Bounty on any Qualified Business Lead generated as a result of such Promotion. A Bounty shall be earned in accordance with the following terms and conditions:

(a) Sellers shall Post Products or Offers to the Site and shall, at their own and absolute discretion, set the Terms of any Product or Offer.

(b) Any Affiliate who wishes to earn a Bounty must first apply to or request permission from a Seller to act as its Affiliate for the purpose of Promoting a specific Product or Offer.

(c) Sellers shall at their own and absolute discretion approve any Affiliate for the Promotion of their Products or Offers. No Bounty shall be earned by an Affiliate not specifically approved by a Seller for the Promotion of that specific Product or Offer.

(d) Products and Offers shall be Promoted to Buyers using an affiliate link to the Site.

(e) Any Buyer who clicks on the affiliate link, fills out the corresponding questionnaire, survey, criteria or qualifying forms requested by the Seller and provides accurate contact information shall be deemed a Business Leads

(f) Sellers shall review any or all Business Leads submitted by their Affiliates. Sellers, at their own and absolute discretion, shall determine whether any Business Lead has met the Terms for a Qualified Business Lead.

(g) A Seller shall only receive the full contact information of any Business Lead once the Seller has specifically indicated that the Business Leads is Qualified.

(h) An Affiliate shall earn a Bounty if and only if a Seller has specifically indicated that the Business Lead the Affiliate generated is in fact Qualified.

(i) BSL shall remit all Bounties once every calendar month to Affiliates using PayQuicker.com or another qualified payment processor. Affiliates shall be responsible for registering with PayQuicker.com (or any other qualified payment processor employed by BSL) and initiating such actions as may be required to withdraw any funds.

(j) BSL shall not be liable for any delays or errors in the payment of Bounties to Affiliates as a result of delays attributable to its payment processor’s system.

(k) Bounty does not accrue interest.

(l) You understand that the Seller may change the Bounty offered at any time. You are responsible for determining if the Bounty for any Product or Offer you are Promoting has changed or been discontinued.

(m) You, the Affiliate, may decide at your own discretion to spend money on Promoting any Product or Offer, such as paid advertising, but this is entirely up to you.

(n) As an Affiliate, you agree, acknowledge, represent and warrant that:

i. It is your absolute responsibility to verify your affiliate links and your Account regularly to ensure they’re working properly. BSL shall not be responsible for any and all errors, mistakes or omissions associated with an improperly setup Account or affiliate links.

ii. Self-referrals for Affiliate accounts are strictly prohibited.

iii. PayQuicker.com (or any other qualified payment processor employed by BSL) shall be the sole processor of all Bounties. Affiliate acknowledges that all agreements relating to Sales shall be between Seller, Buyer and PayQuicker.com (or any other qualified payment processor employed by BSL).

iv. You are absolutely responsible for all funds, costs or payments, whether available in your PayQuicker.com account or not, received as Bounties against which any refund, credits or returns of Products/Offers are authorized by Seller or processed by PayQuicker.com.

v. All determinations of whether a Bounty is payable to an Affiliate will be made by BSL and will be final and binding on the Affiliate.

vi. You will not suggest or imply any warranty or other policy with respect to any Products other than BSL’s or Seller’s written policies;

vii. You will not make any unlicensed or unauthorized use of or otherwise infringe or misappropriate any materials protected by any patent, copyright, trademark, trade secret, or other intellectual property or proprietary right (“IP Rights”).

viii. You will not interfere with or undermine BSL’s tracking of Bounties;

ix. All communications and/or representations made by you in connection with any Promotions and/or in relation to any Product/Offer will be accurate and contain all disclosures and disclaimers necessary to prevent such Promotions from being false or deceptive. Such disclosures and disclaimers must be made in a clear and conspicuous manner, and will otherwise comply with your country’s laws and all U.S. federal and state laws, including U.S. Federal Trade Commission regulations, policies and guidelines governing advertising, disclosure and consumer protection, including the FTCs endorsement rules.

x. If you send, or cause to be sent, any messages or communications by electronic means, including but not limited to email and instant messages (“Emails”) in connection with the Affiliate Program or Sale, then you agree, acknowledge, represent and warrant that all such Emails shall be in full-compliance with all applicable federal and state laws and regulations.

xi. You assume sole responsibility for obtaining and maintaining all relevant and necessary licenses and permits associated with any business operations as BSL’s Affiliate.

xii. You agree and acknowledge that BSL, in its sole discretion, may suspend your Account or payment of any Bounty if BSL suspects or has reason to believe and/or if a person otherwise claims that you have been involved with any of the following:

o Illegal activity, including but not limited to, fraud, spam or other illicit commercial activities or any other activity which violates any federal, state, local or foreign law whether currently in effect or hereafter enacted or amended (“Law”);

o Violation or infringement of any person’s rights, including without limitation, any IP Rights;

o Misrepresenting, over-promising, making false, deceptive or misleading statements or any other acts in violation of federal or state law affecting consumer protection and commercial activities;

o A breach of any term of this Agreement or otherwise violating BSL’s rules or policies or interfering with BSL’s business.

o A breach of any term of PayQuicker.com legal requirements, including any acceptable use policy published to PayQuicker.com’s site.

xiii. Misconduct: Following the suspension of an Account or payment of Bounty, BSL may review your Account in any manner decided by BSL at its sole discretion. BSL may seize and/or retain any Bounties as liquidated damages and/or for the benefit of third parties affected by the misconduct. You acknowledge and agree that such liquidated damages: (a) are not a penalty, and (b) are reasonable and not disproportionate to such presumed damages to BSL. You agree and acknowledge that BSL may also pursue other remedies as allowed by law.

3. Fees:

(a) Buyers: The usage of the Site, employing any of our Services and engaging with any Sellers for Products/Offers promoted on the Site is free to all Buyers. The above not withstanding, Sellers and Affiliates may be required to pay certain Fees associated with the Site and our Services.

(b) Sellers: Certain Services offered to Sellers on our Site are subject to various Fees. Please carefully review the Sellers’ Agreement available on www._____________.com for more information.

(c) Affiliates: Certain Services offered to Affiliates, as detailed below, are subject to Fees. The Fees are explained during registration, order process or posted to the Site at www.___________.com. All Fees are subject to change from time to time at BSL’s absolute and sole discretion. The above not withstanding Services offered to Affiliates may be subject to two types of Fees:

i. Commissions: Affiliate shall pay BSL a percentage of the total Bounty earned as commission Fees. All commissions Fees shall be earned by BSL when a Seller indicates that a Business Lead is Qualified. All Bounties shall be paid to Affiliates net of any commission Fee payable to BSL.

ii. Subscriptions: BSL now or in the future may provide Affiliates with subscription Fee options. Subscriptions Fees shall enable Affiliates to reduce the percentage paid to BSL as commission Fees on Bounty earned. By entering into this Agreement, you acknowledge that subscription Fees may have an initial and recurring monthly payment feature and you accept responsibility for all recurring charges prior to cancellation.

iii. All payments of Fees to BSL are final. No refunds or credits shall be issued by BSL for any reason.

iv. In the event that you signed up, first accessed or created an Account on the Site subject to or in accordance with any free, limited or other trial subscription period, please be aware that after that trial period expires, we will begin to bill your credit card account on a periodic (monthly, quarterly or annual) schedule for the Services, unless you terminate the Services prior to the end of the trial or free period. Please verify all terms associated with such promotion to verify your obligations. You can always cancel your Account by following instructions on the Site or by sending an e-mail to help@businesleads.com.

4. Term/Termination: We may decide at any time in our sole and absolute discretion whether to remove and/or terminate a User’s access to the Site or our Services, for any reason, including but not limited to violations of these T&Cs. We may or may not provide notice to you of such termination through any reasonable means including, but not limited to, sending notice to you at the e-mail address that you provided during or subsequent to registration. Such termination is effective when executed by us or upon transmittal by us. However, your obligations of indemnification pursuant to these T&Cs shall survive any termination or the cancellation of Account.

Withdrawal of consent or request to have your Account terminated will have no effect on the legal validity and/or enforceability of these T&Cs for the time period prior to your request and during the time period needed for us to reasonably act to comply with your request.

5. Use of Content on Site: Users may submit or post description, videos and photos as well as personal reviews and opinions on Products/Offers as well as Sellers listed on the Site. The information listed, uploaded, posted or made available by Users of the Site are those of the respective Users and not of BSL, and should not necessarily be relied upon. Such Users are solely responsible for the accuracy, completeness or usefulness of such content. BSL does not guarantee the accuracy, completeness or usefulness of any information made available by Users on the Site and neither adopts, endorses, nor is responsible for the accuracy, completeness or reliability of any opinion, advice or statement made on the Site. The Users understand and agree that BSL will not be responsible for, and Users hereby agree to hold BSL harmless from, any and all loss or damage resulting from anyone’s reliance on information or other content posted on the Site by other Users of the Site. You may access such information solely:

• For your general entertainment, information and personal use; and

• As intended through the normal functionality of the Site.

6. Users’ Submissions and Comments. This section governs the Submission of any photograph(s), audio, video(s), image(s), text and/or comment(s) or other content to the Site. As Users of the Site you may make Submissions. Users agree that whether published or not, BSL does not guarantee the confidentiality of their Submissions. BSL does not condone or tolerate the submission of illegal and/or inappropriate content. By posting your Submissions, or attempting to post your Submissions, you hereby agree, and are fully subject, to these content terms (“Content Terms”). These Content Terms govern each and every Submission that you post to the Site. In consideration for posting your Submissions to the Site, you represent, warrant and agree that:

a) You are at least eighteen (18) years of age;

b) You are the individual identified in the Submissions or, if the Submissions identify other individual(s), that you have previously obtained from the individual(s) identified, and/or their authorized representatives, the written permission and consent for such use, publication and/or display. You further agree that you will provide to BSL with a copy of such written permission and consent upon request. Submissions which identify or contain photographs/images of third parties does not create any type of agreement whatsoever between BSL and said third parties as there are no third party beneficiaries to these T&Cs, Seller Agreement or the Privacy Policy;

c) The Submissions do not contain obscene material, as defined under Federal Law, including, without limitation, violence, other illegal activities and/or contraband;

d) You have full rights to use and dispose of any rights including, without limitation, any and all copyrights, associated with the Submissions;

e) No other party has any rights, including intellectual property rights, to the Submissions;

f) You hereby grant BSL, its parents, subsidiaries, affiliates and/or assigns a non-exclusive, unlimited, worldwide, fully paid, irrevocable license to copyright, edit, copy, use, destroy and/or publish the Submissions as permitted by these T&Cs, the Seller Agreement and our Privacy Policy. This license shall permit and include the usage of Submissions in any advertisements in any media or form. This section shall survive any termination of the Agreement.

g) BSL may, in its sole and absolute discretion, choose to screen Submissions and reject any Submissions for any reason, or no reason, whatsoever;

h) You waive any right that you may have to inspect and/or approve any finished product or copy using and/or incorporating the Submissions, or the use to which the Submissions may be applied;

i) You are subject to any other guidelines and/or rules and regulations that may appear at the Site; and

j) You are subject any acceptable use policy of our then-current payment processor as may be changed from time to time.

k) Except as provided in accordance with the Affiliate Program herein, neither you nor anyone else will receive, either now or in the future, any compensation from anyone, for the Submissions.

7. Online Conduct: You are solely responsible for the Submissions and/or other information that you publish, transmit and/or Post on the Site, including the Registration Data. You agree to use the Site in a manner consistent with any and all applicable laws and regulations as they now exist or may herein after be promulgated. You agree not to:

a) post, or attempt to post, any text, audio, photographs, videos or other images containing offensive and/or confidential information;

b) impersonate any person or entity;

c) “stalk” or otherwise harass any person via the Site;

d) engage in advertising to, or solicitation of any Users to buy or sell any products or services except as explicitly permitted on the Site;

e) transmit any chain letters, spam or junk e-mail to other Users;

f) express or imply, without our specific, prior, written consent that any statements you make are endorsed by BSL;

g) harvest or collect personal information about Users, whether or not for commercial purposes, without their express consent;

h) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents;

i) post, distribute or reproduce in any way any copyrighted material, trademarks or other proprietary information without obtaining the prior consent of BSL or the owner of such proprietary rights;

j) to access Submissions or the Site through any technology or means other than through the means provided on the Site themselves or other explicitly authorized means BSL may designate;

k) remove any copyright, trademark or other proprietary rights notices contained on the Site;

l) interfere with or disrupt the Site, or the servers and/or networks connected to the Site;

m) post, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

n) forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Site;

o) “frame” or “mirror” any part of the Site, without our specific, prior written authorization;

p) use metatags, code or other devices containing any reference to BSL or the Site in order to direct any person to any other website for any purpose; and/or modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Site or any software used on or for the Site or cause others to do so; and

q) to use the Site, including any tools or technologies made available therein, for any commercial purpose, without the prior written consent of BSL. Prohibited commercial uses include any of the following actions taken without BSL’s express consent: (i) sale of access to the Site or its related Services on another website (except as explicitly permitted to Affiliates); and/or (ii) use of the Site or its related Services, for the primary purpose of gaining advertisements or subscription revenue.

BSL reserves the right, but has no obligation, to reject any Account or Submission that does not comply, in BSL’s sole and absolute discretion, with these prohibitions. Engaging in any of the aforementioned prohibited practices shall be deemed a breach of these T&Cs and may result in the immediate termination of your Account pursuant to the terms of these T&Cs. BSL reserves the right to pursue any and all legal remedies against Users who engage in any of the aforementioned prohibited conduct.

However, in any event, BSL assumes no responsibility for the conduct of Users of the Site. 8. License Grant: As a User of the Site, you are granted a non-exclusive, non-transferable, revocable and limited license to access and use the Site (and its associated content) and/or Services in accordance with this Agreement. We retain the right to terminate this license, without notice, in our sole and absolute discretion, at any time for any reason whatsoever. We also reserve any rights not explicitly granted in these T&Cs.

9. Proprietary Rights of Content: The content on the Site, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (the “Content”) and the trademarks, service marks and logos contained therein (the “Marks”), are owned by or licensed to us or others, subject to copyright and other intellectual property rights. Except as explicitly granted to you as an Affiliate, the copying, redistribution or publication by you of any part of the Site and Services is strictly prohibited. You do not acquire ownership rights to any Content, Marks, Services or other materials viewed at, on or through the Site and Services. The posting of information or material at or on the Site by us or other Users does not constitute a waiver of any right in such information and materials.

10. Digital Millennium Copyright Act

a) If you are a copyright owner or an agent thereof and believe that any Submissions or other Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent (defined below) with the following information in writing (see 17 U.S.C. 512(c)(3) for more detail):

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;

• Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;

• A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

• A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. BSL’s designated Copyright Agent to receive notifications of claimed infringement is: Copyright Agent c/o BusinessLeads.com, LLC 114 McNamara Rd Spring Valley, NY 10977 copyright@businessleads.com You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.

b) Counter-Notice. If you believe that your Submissions that were removed (or to which access has been disabled) were not infringing or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to law, to post and use the content in your Submissions, you may send a counter-notice containing the following information to the Copyright Agent:

• Your physical or electronic signature;

• Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

• A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content;

• Your name, address, telephone number, and e-mail address;

• a statement that you consent to the jurisdiction of the federal court in Rockland County, New York; and

• a statement that you will accept service of process from the person who provided notification of the alleged infringement.

11. Privacy: Your privacy is very important to us. To better protect your rights, we have provided you with our Privacy Policy, which may change from time to time, without notice, to explain our privacy practices. To read our Privacy Policy, please use the link provided on the Site’s home page.

12. Indemnification: You agree to indemnify, defend and hold us, and our subsidiaries, affiliates, officers, parent companies, agents, co-branders or other partners, and employees (each a “Covered Party”), harmless, at your expense, against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees and other dispute resolution expenses) incurred by any Covered Party or other third party and arising out of, (i) your use or misuse of the Site or the Services, (ii) arising from your breach of this Agreement, or (iii) arising from your violation or breach of any term of these T&Cs or any policies, rules or guidelines referenced herein.

13. Warranties: You expressly agree that access and/or use of the Site and/or Services is at your sole risk. The Site and Services are provided on an “AS IS” and “AS AVAILABLE” basis, without any express or implied warranty of any kind, including, but not limited, non-infringement of intellectual property. The Site and/or Services may contain bugs, errors, problems or other limitations.

We and the Covered Parties have no liability whatsoever for your use of, or inability to use, the Site and/or Services to the fullest extent permitted by applicable law. We and the Covered Parties are not liable to you or to any third party for any indirect, special, incidental or consequential damages, whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if advised of the possibility of such damages.

The negation of damages set forth above is a fundamental element of the basis of the bargain between us and you. The Site and Services would not be provided to you without such limitations. No advice or information, whether oral or written, obtained by you from us through the Site and/or Services shall create any warranty, representation or guarantee not expressly stated in this Agreement. We are not responsible to you and/or any third party, without limitation, for: 1) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to or alteration of, User communications; 2) the conduct of any User, whether online or offline; 3) any computer virus or other malicious, destructive or corrupting code, agent, program or macros; or 4) any infringement of another’s rights, including intellectual property rights.

You agree that BSL is not the publisher of Product/Offer information or Submissions found on the Site and, as such, shall not be liable for damages arising there from including, without limitation, any and all criminal and/or civil liability.

BSL shall not be liable to you for any Services, Products/Offers, goods, information available from third parties, even if obtained at or through the Site and/or Services. If you are dissatisfied with the Site and/or Services or with this Agreement, your sole and exclusive remedy is the cancellation of your Account and to discontinue use of the Site and Services.

14. Third-party Websites: The Site may contain links to other websites owned and operated by BSL, as well as links, banner advertisements, pop-ups and/or other online methods to redirect you to other third party websites not owned or controlled by BSL. BSL has no control over, and assumes no responsibility or liability for, the content, privacy policies, or practices of any third party site. By using the Site, you expressly relieve BSL from any and all liability arising from your use of any third party website. Furthermore, BSL does not endorse, and is not responsible or liable for, any content, advertising, services, products and/or other materials at or available through such third party websites or resources, or for any damages and/or losses arising there from.

Accordingly, you are encouraged to be aware when you leave the Site and to read the terms and conditions and privacy policies of each other website that you visit. You will bound by the terms and conditions, policy policies, and rules and regulations of any BSL or third party website you access through the Site.

15. Miscellaneous: Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in, or associated with, the Site or Services is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision, or any other provisions in this Agreement.

You expressly authorize us to comply with any and all lawful notices, subpoenas, court orders and/or warrants without prior notice to you.

16. Dispute Resolution: If a dispute arises between you and us, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and us agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our Services (a “Claim”) in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution by sending an email to help@businessleads.com. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

Choice of Law and Forum – This Agreement shall be treated as though it were executed and performed in Rockland County, New York and shall be governed in all respects by the laws of the State of New York without regard to conflict of law provisions. You agree that any Claim or dispute you may have against us must be resolved by a court located in Rockland County, New York, except as otherwise agreed by the parties or as described in the Arbitration Option section below. You agree to submit to the personal jurisdiction of the courts located within Rockland County, New York for the purpose of litigating all such Claims or disputes.

Arbitration Option – For any Claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Improperly Filed Claims – All Claims you bring against us must be resolved in accordance with this Dispute Resolution Section. All Claims filed or brought contrary to this Dispute Resolution Section shall be considered improperly filed. Should you file a Claim contrary to the Dispute Resolution Section, we may recover attorneys’ fees and costs up to $1000, provided that we notified you in writing of the improperly filed Claim, and you have failed to promptly withdraw the Claim.

17. Legal Warning: Any attempt by any User to damage, destroy, tamper with, vandalize and/or otherwise interfere with the operation of the Site and/or Services, is a violation of criminal and civil law and we will diligently pursue all remedies in this regard against any offending individual or entity to the fullest extent permissible by law and in equity.

18. Contact Us:

BusinessLeads.com, LLC
114 McNamara Rd
Spring Valley, NY 10977
help@businessleads.com
650 485 3613

 

BUSINESS LEADS
WWW.BUSINESSLEADS.COM
SELLER AGREEMENT

July 11, 2011

Please read the following Seller Agreement (this “Seller Agreement”) carefully before signing up as a Seller on the www.businessleads.com website (the “Site”) or opening a Seller account on the Site (“Account”), Posting any Products or Offers on the Site or using the various Services we provide, as defined below, so that you are aware of your legal rights and obligations with respect to the Site or BusinessLeads.com, LLC. and any of its affiliates, parents and subsidiaries (individually and collectively, “we,” “us,” “our” or “BSL”).

 

o BY USING THIS SITE OR USING OUR SERVICES, INCLUDING POSTING ANY PRODUCT FOR SALE, YOU (I) SIGNIFY YOUR IRREVOCABLE ACCEPTANCE OF THIS SELLER AGREEMENT; AND (II) REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND ARE FULLY ABLE AND COMPETENT TO ENTER INTO THE TERMS, CONDITIONS, OBLIGATIONS, AFFIRMATIONS, REPRESENTATIONS, AND WARRANTIES SET FORTH IN THIS SELLER AGREEMENT, AND TO ABIDE BY AND COMPLY WITH THIS SELLER AGREEMENT.

o AS A PROFESSIONAL YOU MAY BE SUBJECT TO ETHICAL AND PROFESSIONAL RULES AND REGULATIONS AS SET BY YOUR OR YOUR STATE OF LICENSURE OR AFFILIATED PROFESSIONAL ORGANIZATION. PLEASE VERIFY ALL APPLICABLE ADVERTISING AND SOLICITATION RULES BEFORE SIGNING UP FOR AN ACCOUNT OR PURCHASING ANY SERVICES, AS DEFINED HEREIN.

o SELLER HEREBY ACCEPTS AND SHALL BE BOUND BY THE SITE’S T&CS AS POSTED AT WWW.BUSINESSLEADS.COM AND SPECIFICALLY WITH RESPECT TO THE AFFILIATE PROGRAM DETAILED THEREIN.

 

o ANY SELLER POSTING OR ADVERTISING CHARGES (“SELLER FEES”) ARE AVAILABLE TO YOU DURING YOUR REGISTRATION, POSTING PROCESS OR ON THE SITE AT WWW.BUSINESSLEADS.COM. ALL SELLER FEES ARE SUBJECT TO CHANGE FROM TIME TO TIME AT OUR ABSOLUTE AND SOLE DISCRETION.

 

o IN THE EVENT THAT YOU SIGNED UP, FIRST ACCESSED OR CREATED AN ACCOUNT ON THE SITE SUBJECT TO OR IN ACCORDANCE WITH ANY FREE, LIMITED OR OTHER TRIAL SUBSCRIPTION PERIOD, PLEASE BE AWARE THAT AFTER THAT TRIAL PERIOD EXPIRES, WE WILL BEGIN TO BILL YOUR CREDIT CARD ACCOUNT ON A PERIODIC SCHEDULE OR PER USE FOR THE SERVICES, UNLESS YOU TERMINATE THE SERVICES PRIOR TO THE END OF THE TRIAL OR FREE PERIOD. PLEASE VERIFY ALL TERMS ASSOCIATED WITH SUCH PROMOTION TO VERIFY YOUR OBLIGATIONS. YOU CAN ALWAYS CANCEL YOUR ACCOUNT BY FOLLOWING INSTRUCTIONS ON THE SITE OR BY SENDING AN E-MAIL TO HELP@BUSINESLEADS.COM.

o ALL SELLER FEES CHARGED FOR ANY OF OUR SERVICES ARE FINAL. NO REFUNDS OR CREDITS SHALL BE ISSUED BY BSL FOR ANY REASON.

 

o BSL PROVIDES SELLERS WITH THE OPPORTUNITY TO PURCHASE, LICENSE, SUBSCRIBE TO AND USE A VARIETY OF DIFFERENT SERVICES. IN ADDITION TO THESE T&CS, THESE SERVICES SHALL ALSO BE SUBJECT TO ANY RULES AND REGULATIONS POSTED OR PUBLISHED ON THE SITE OR OTHERWISE PROVIDED TO YOU IN ANY DIGITAL OR OFFLINE FORMAT. IN THE EVENT OF ANY CONFLICT WITH THESE T&CS, THE RULES AND REGULATIONS FOR ANY INDIVIDUAL SERVICE SHALL CONTROL.

 

o OUR BUSINESS CHANGES CONSTANTLY, AS DO OUR POLICIES, RULES AND REGULATIONS POSTED ON THE SITE, INCLUDING THIS AGREEMENT. IT IS YOUR EXPRESSED OBLIGATION TO CHECK THE SITE FREQUENTLY TO SEE IF THERE ARE ANY RECENT CHANGES TO THIS AGREEMENT. WE RESERVE THE RIGHT TO REVISE THIS AGREEMENT AT ANY TIME WITHOUT PROVIDING NOTICE. YOUR CONTINUED USE OF THE SITE, THE SERVICES (AS HEREINAFTER DEFINED) AND/OR YOUR ACCOUNT SHALL BE DEEMED AN IRREVOCABLE ACCEPTANCE OF ANY SUCH REVISIONS.

o ANY CONTROVERSY, CLAIM, DEMAND OR DISPUTE ARISING OUT OF OR IN RELATION TO ANY PORTION OF THIS AGREEMENT, OR THE BREACH THEREOF, MUST BE RESOLVED BY A COURT LOCATED IN ROCKLAND COUNTY, NEW YORK EXCEPT AS OTHERWISE DESCRIBED IN THE ARBITRATION OPTION SECTION.

o YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL BE LIABLE UNDER ANY AND ALL OBLIGATIONS AS SET FORTH IN OUR SITE’S GENERAL TERMS AND CONDITIONS, PRIVACY POLICY AND THIS SELLER AGREEMENT.

 

1. Description of the Site: The Site provides Sellers with various means of generating qualified business leads. Sellers can attract leads by Posting Products for Sale, available Offers, potential opportunities or requesting bids on projects. Sellers can also define various criteria that allow them to pre-qualify the value of any prospective business lead. Business leads are generated by permitting Sellers to engage directly with potential Buyers or by cooperating with affiliates (“Affiliates” or “Bounty Hunters”) on the Site. The Site enables Sellers to set payouts (aka “Bounty”) to Affiliates to encourage referrals and reward Affiliates for generating qualified leads.

 

(a) Definitions:

o Affiliates or Bounty Hunters (aka Networkers): Users who Promote Products or Offers listed on the Site.

o Bounty: A fixed/set amount set by the Seller or a percentage of the Sale price of a Product/Offer earned by an Affiliate as result of the Affiliate’s generation of a Qualified Business Lead.

o Business Leads: The identification of a person or entity that has the interest and authority to purchase a Product or respond to an Offer.

o Buyers: Users who use the Site to discover and enter into various opportunities with Sellers including but not limited to (a) contracting with Sellers for the purchase or sale of Product and (b) partnering, joining in, applying for, accepting an Offer. The term excludes Users acting as Affiliates or Sellers of the Site.

o Seller Fees: The term includes but is not limited to any advertising charges or posting fees charged to Sellers and associated with access and usage of our Site and its Services.

o Offers: The presentation of commercial, financial, sale/purchase, employment or other business opportunities or offers.

o Posting: The act of Submitting an Offer or a Product for Sale to the Site.

o Products: Any product, service or merchandise that may be listed for Sale on the Site.

o Promotion: The advertising, display, announcement, encouragement, endorsement, pitch or any other promotion of Products or Offers by Affiliates.

o Qualified Business Lead: A Business Lead that has met the Terms as set forth by the Seller.

o Sale: Any and all of the following terms including sale, lease, subscription or license.

o Sellers: Users who employ our Services to generate Business Leads by (a) Posting Products or Offers or (b) engaging Affiliates.

o Services: All activities and capabilities offered by or through the Site, both individually and collectively.

o Submission: The upload, submission, sending, listing or posting, where and if available, by Users of any photograph(s), video(s), image(s), text, rating, opinions and/or comment(s) or other content (including any Product or Offer) to the Site.

o Terms: The criteria established by a Seller that establishes a Qualified Business Lead.

o Users: The term shall include any visitors, Sellers, Affiliates or Buyers.

We reserve the right to add, change, modify, suspend or discontinue any portion of the Site or the Service(s) offered at any time. We may also impose limits on certain Services or features and/or restrict your access to parts of the Site or to the entire Site in our sole and absolute discretion and without notice or liability to anyone.

 

2. Posting Products and Offers. Sellers may Post any Product for Sale or Offer on the Site. By Posting a Product or an Offer, You agree, acknowledge, represent and warrant that:

 

a. All Products or Offers you Post using our Services, comply with all applicable U.S. federal and state laws and regulations.

b. Without further conditions or limitations, you authorize BSL to display all Submissions you Post using our Services and make such Submissions available for Sale to Buyers and/or for Promotion by Affiliates at the Terms you designate.

c. BSL may remove any Submission from the Site at any time, in its sole discretion, without cause or notice to you or any penalty or liability for doing so.

d. You will advise BSL of any regulatory or legal complaints, or threats of such complaints, that you receive in connection with or relation to such Product or Offer you receive from any person, company or entity that purchased a Product, accepted an Offer or received a Promotion within two business days of your receipt of such complaint. You shall assist BSL, at your sole cost and expense, in taking any steps and actions, as necessary and appropriate, or as reasonably requested by BSL to respond to and/or resolve such complaints.

e. You will not use the Site or our Services to: (i) make any false or deceptive statement or claim regarding your Product or Offer; (ii) offer any promotions or incentives to Affiliates unless you intend to fulfill such promotions or incentives; or (iii) suggest in any way, whether express or implied, that your Product or Offer is endorsed, approved or sponsored by BSL in any way. BSL reserves the right to suspend your ability to use the Site or our Services at any time.

f. At all times, you agree that you are subject to any acceptable use policy demanded or provided by our then current payment processing vendor as may be changed from time to time.

 

3. Seller Fees: Certain Services offered to Sellers, as detailed below, are subject to Seller Fees. The Seller Fees are explained during registration, Posting process or available on the Site at www.businessleads.com/terms. All Seller Fees are subject to change from time to time at BSL’s absolute and sole discretion.

a. A Seller Fee may be charged to Seller’s Account based on:

i. Each individual Submission Posted;

ii. An unlimited number of Submissions Posted based on a minimum Bounty offered; and/or

iii. A percentage of the Bounty offered.

b. All Seller Fees shall be pre-paid by Sellers. Seller Fee shall be charged to Seller’s Account once a Submission is Posted.

c. All payments of Seller Fees to BSL are final. No refunds or credits shall be issued by BSL for any reason.

4. Business Leads: Once Sellers Post Products or Offers, they may engage Affiliates to generate Qualified Business Leads in exchange for a Bounty.

a. Our Services enable Sellers to engage Affiliates to generate Business Leads;

b. Sellers shall be prompted to define what specific Business Leads they are search for;

c. Sellers shall set specific Terms that determine what is a Qualified Business Leads;

d. Sellers shall set the specific Bounty that shall be paid for a Qualified Business Lead; and

e. Sellers shall, at their sole discretion, accept or reject any Affiliate who requests permission to Promote a Product or an Offer in exchange for a Bounty;

f. The above not withstanding, Seller hereby accepts and shall be bound by the Site’s T&Cs as posted at www.businessleads.com/terms and specifically with respect to the Affiliate Program detailed therein.

 

5. Paying a Bounty: Subject to the restrictions and exceptions below, Sellers shall pay a Bounty to any Affiliate who delivers a Qualified Business Lead. All Bounties shall be subject to the following rules:

a. It is the Seller’s sole obligation to designate the Bounty and Terms offered on the Site.

b. All Products and Offers shall be subject to any Term or Bounty indicated at the time of Submission.

c. All Bounties shall be paid out to Affiliates & BSL in accordance with the Site’s T&Cs.

d. Bounties shall only be paid out to Affiliates for Qualified Business Leads based on the Terms as provided on our Site.

e. All Bounties shall be debited from your credit card account using the financial information you provide on the Site.

f. BSL may, when and where necessary and without any notice or consent, debit your credit card account for any Bounty you are obligated to pay in accordance with this Seller Agreement. In the event your credit card account fails to satisfy your obligations for a Bounty as provided herein, for any or all reasons, you agree to remand such funds in full to BSL within 5 business days of receipt of such demand.

g. All payment of Bounties shall be pre-paid by Sellers. For every Seller a single Bounty for a Qualified Business Lead shall be charged to Seller’s Account at the time a Submission is Posted. Thereafter, a Bounty for a new Qualified Business Lead shall be charged once a prior Business Lead has been Qualified.

h. All payments of Bounties to BSL are final. No refunds or credits shall be issued by BSL for any reason.

 

6. As a Seller, you agree, acknowledge, represent and warrant that:

a. BSL shall have the sole right and responsibility for processing all Bounties.

b. All determinations of whether a Business Lead is considered Qualified will be made by you the Seller and will be final and binding on all parties.

c. As a professional you may be subject to ethical and professional rules and regulations as set by your or your state of licensure or affiliated professional organization. Please verify all applicable advertising and solicitation rules before signing up for an Account or purchasing any Services, as defined herein.

d. You will not suggest or imply that BSL provides any warranty or other policy with respect to any Products or Offers other than BSL’s written policies;

e. You will not make any unlicensed or unauthorized use of or otherwise infringe or misappropriate any materials protected by any patent, copyright, trademark, trade secret, or other intellectual property or proprietary right (“IP Rights”).

f. All communications and/or representations made by you in connection with any Submissions will be accurate and contain all disclosures and disclaimers necessary to prevent such promotions from being false or deceptive. Such disclosures and disclaimers must be made in a clear and conspicuous manner, and will otherwise comply with your country’s laws and all U.S. federal and state laws, including U.S. Federal Trade Commission regulations, policies and guidelines governing advertising, disclosure and consumer protection, including the FTCs endorsement rules.

g. If you send, or cause to be sent, any messages or communications by electronic means, including but not limited to email and instant messages (“Emails”) in connection with your Product or Offer, then you agree, acknowledge, represent and warrant that all such Emails shall be in full-compliance with all applicable federal and state laws and regulations.

h. You assume sole responsibility for obtaining and maintaining all relevant and necessary licenses and permits associated with any business operations as a Seller.

i. You agree and acknowledge that BSL, in its sole discretion, may suspend your Account(s) if BSL suspects or has reason to believe and/or if a person otherwise claims that you have been involved with any of the following:

i. Illegal activity, including but not limited to, fraud, spam or other illicit commercial activities or any other activity which violates any federal, state, local or foreign law whether currently in effect or hereafter enacted or amended (“Law”);

ii. Violation or infringement of any person’s rights, including without limitation, any IP Rights;

iii. Misrepresenting, over-promising, making false, deceptive or misleading statements or any other acts in violation of federal or state law affecting consumer protection and commercial activities;

iv. A breach of any term of this Agreement or otherwise violating BSL’s or our then current credit card processor’s rules or policies or interfering with BSL’s business.

 

7.License: By registering and opening up a Seller Account, you hereby grant BSL the following rights in full and complete consideration of BSL’s Services. The rights granted by you demand no further consideration due from BSL or any third party, and with the understanding that BSL, in its sole and absolute discretion may choose whether or not to open, maintain or cancel your Account. The following rights granted by you to BSL are a fundamental element of the basis of the bargain between BSL and you. These rights are required to permit the operation of our Services. The Site and Services would not be provided to you without such a grant of rights.

a. You hereby grant BSL a non-exclusive, unlimited, worldwide, fully paid, irrevocable license to publish, broadcast, archive, retrieve, upload, post, distribute, sell, market, promote, license, exhibit and transmit (together “Publish”) your Products and Offers together with any submitted information, video, audio, audiovisual or written materials via, thru and on the Site as permitted by this Agreement or the T&Cs as posted on the Site.

b. You represent, warrant, covenant and indemnify BSL to the effect that (a) you are either the sole and exclusive owner or otherwise posses adequate legal rights, titles and interests to and in any Products you Sell, Offers you make or other materials you make available or Submit to the Site and (b) that no other party needs to be contacted for permission to Publish, air and otherwise use your Submissions, in whole or part, as set forth in this Agreement.

c. You agree that the inclusion of your Products/Offers and your participation on the Site, if any, is not employment and does not entitle you to wages, salary, residuals, corporate or other benefits (as for example, pension, health and welfare benefits) or other compensation under any such collective bargaining agreement or otherwise.

d. You agree that you shall not have the right to terminate or rescind this Agreement or to enjoin or restrain the distribution or any other exploitation of the rights granted herein.

e. You acknowledge that BSL is relying on your representations herein and that a breach by you hereunder would cause BSL irrevocable injury and damage that cannot be reasonably or adequately compensated by damages in an action at law; and, therefore, you hereby expressly agree that BSL shall be entitled to injunctive and other equitable relief to prevent and/or cure any breach or threatened breach of this Agreement by you.

 

8. Term/Termination: We may decide at any time in our sole and absolute discretion whether to remove and/or terminate your access to the Site or our Services, for any reason, including but not limited to violations of this Agreement, the T&Cs or our payment processor’s policies. We may or may not provide notice to you of such termination through any reasonable means including, but not limited to, sending notice to you at the e-mail address that you provided during or subsequent to registration. Such termination is effective when executed by us or upon transmittal by us. However, your obligations of indemnification pursuant to this Agreement and the T&Cs shall survive any termination or the cancellation of Account or this Agreement.

a. Withdrawal of consent or request to have your Account terminated will have no effect on the legal validity and/or enforceability of these T&Cs for the time period prior to your request and during the time period needed for us to reasonably act to comply with your request.

 

9. Indemnification: You agree to indemnify, defend and hold us, and our subsidiaries, affiliates, officers, parent companies, agents, co-branders or other partners, and employees (each a “Covered Party”), harmless, at your expense, against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees and other dispute resolution expenses) incurred by any Covered Party or other third party and arising out of, (i) your use or misuse of the Site or the Services, (ii) arising from your breach of this Agreement, or (iii) arising from your violation or breach of any term of this Agreement, the T&Cs or any policies, rules or guidelines referenced herein.

10. Warranties: You expressly agree that access and/or use of the Site and/or Services is at your sole risk. The Site and Services are provided on an “AS IS” and “AS AVAILABLE” basis, without any express or implied warranty of any kind, including, but not limited, non-infringement of intellectual property. The Site and/or Services may contain bugs, errors, problems or other limitations.

a. We and the Covered Parties have no liability whatsoever for your use of, or inability to use, the Site and/or Services to the fullest extent permitted by applicable law. We and the Covered Parties are not liable to you or to any third party for any indirect, special, incidental or consequential damages, whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if advised of the possibility of such damages.

b. The negation of damages set forth above is a fundamental element of the basis of the bargain between BSL and you. The Site and Services would not be provided to you without such limitations. No advice or information, whether oral or written, obtained by you from BSL through the Site and/or Services shall create any warranty, representation or guarantee not expressly stated in this Agreement. We are not responsible to you and/or any third party, without limitation, for: 1) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to or alteration of, communications; 2) the conduct of any person, whether online or offline; 3) any computer virus or other malicious, destructive or corrupting code, agent, program or macros; or 4) any infringement of another’s rights, including intellectual property rights.

c. You agree that BSL is not the publisher of Submissions and, as such, shall not be liable for damages arising there from including, without limitation, any and all criminal and/or civil liability.

d. BSL shall not be liable to you for any Services, goods and/or information available from third parties, even if obtained at or through the Site and/or Services. If you are dissatisfied with the Site and/or Services or with this Agreement, your sole and exclusive remedy is the cancellation of your Account and to discontinue use of the Site and Services.

 

11. Miscellaneous: Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in, or associated with, the Site or Services is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision, or any other provisions in this Agreement.

a. You expressly authorize us to comply with any and all lawful notices, subpoenas, court orders and/or warrants without prior notice to you.

 

12. Dispute Resolution: If a dispute arises between you and BSL, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and BSL agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our Services (a “Claim”) in accordance with one of the subsections below or as BSL and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution by sending an email to help@businessleads.com. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

a. Choice of Law and Forum – This Agreement shall be treated as though it were executed and performed in Rockland County, New York and shall be governed in all respects by the laws of the State of New York without regard to conflict of law provisions. You agree that any Claim or dispute you may have against us must be resolved by a court located in Rockland County, New York, except as otherwise agreed by the parties or as described in the Arbitration Option section below. You agree to submit to the personal jurisdiction of the courts located within Rockland County, New York for the purpose of litigating all such Claims or disputes.

b. Arbitration Option – For any Claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

c. Improperly Filed Claims – All Claims you bring against us must be resolved in accordance with this Dispute Resolution Section. All Claims filed or brought contrary to this Dispute Resolution Section shall be considered improperly filed. Should you file a Claim contrary to the Dispute Resolution Section, we may recover attorneys’ fees and costs up to $1000, provided that we notified you in writing of the improperly filed Claim, and you have failed to promptly withdraw the Claim.

 

13. Legal Warning: Any attempt by a Seller to damage, destroy, tamper with, vandalize and/or otherwise interfere with the operation of the Site and/or Services, is a violation of criminal and civil law and we will diligently pursue all remedies in this regard against any offending individual or entity to the fullest extent permissible by law and in equity.

 

14. Contact Us:

 

BusinessLeads.com, LLC
400 Rella Blvd.
Suite 155
Montebello, NY 10901
help@businessleads.com