General EngageDirect Terms and Conditions
These Terms and Conditions were last updated on April 8, 2020
Please read these Terms and Conditions (“Terms”) carefully before using the services at https://app.engagedirect.net (“the Service”) operated by EngageDirect LLC (“us”, “we”, or “our”). These Terms set forth the legally binding terms and conditions and constitute the entire agreement between you and EngageDirect LLC or your use of the Service. The term “you” shall also include your employees or other authorized users to the extent applicable and permitted under your subscription of the Service.
By accessing or using the Service in any manner, including, but not limited to, visiting or browsing the Service, subscribing to automated emails or contributing content or other materials to the Service, you agree to be bound by these Terms (“Agreement”). Capitalized terms are defined in these Terms.
1. The Service
The Service is a lead generation service software or tool for B2B companies. We reserve the right to modify, discontinue, and restrict, temporarily or permanently, all or part of the Service without notice at our sole discretion. Neither we nor our suppliers or licensors will be liable to you or to any third party for any modification, discontinuance, or restriction of the Service. We might, at our sole discretion and from time to time, offer you free trials of the Service or selected features of the Service for a limited time period. Once the free trial period ends, your access to such trial features terminates.
The service software is not intended for users that are consumers (being an individual acting primarily for purposes other than a trade, business or profession) and the applicability of consumer protection legislation is therefore excluded. You must be 18 years of age or older to enter into this agreement and use the Service. You represent and warrant that any information you submit is true and accurate and that you are 18 years of age or older and are fully able and competent to enter into and abide by these Terms.
3. Account Registration
You must register to use certain features of the Service. When you register, you agree to (a) provide accurate, current and complete information about you as may be prompted by registration forms on the Service (“Registration Data”); (b) maintain the security of any logins, passwords, or other credentials that you select or that are provided to you for use on the Service; (c) maintain and promptly update the Registration Data, and any other information you provide to us, and to keep all such information accurate, current, and complete; and (d) notify us immediately of any unauthorized use of your account or any other breach of security by emailing us at email@example.com
4. Fees and Payment
We will charge fees for use of certain features of the Services, either on a one-time- or subscription basis (“Paid Services”). EngageDirect LLC reserves the right to implement fees or change the fees for the Service at any time by providing you notice on the Service or otherwise.
Fees shall be paid in accordance to the list prices offered on our website in force from time to time. Prices for the Paid Services may vary depending on the billing period, volume of the unique leads or similar factors determined by us and set forth on our website. All prices on our website are exclusive of any value-added taxes. Paid Services may be purchased with a credit card or by periodical billing.
When you purchase any Paid Services by credit card, you authorize EngageDirect LLC or its third party payment processors to charge the credit card identified by you (which you represent and warrant that you are authorized to use) all applicable fees for your purchase, including all applicable taxes, and you agree that our payment provider can store your credit card information.
When you purchase any Paid Services by periodical billing you shall provide us with the appropriate invoicing details and EngageDirect LLC will invoice you beforehand using the information provided by you. Payment term for invoices is 14 days net from date of invoice.
If EngageDirect LLC does not receive payment from you or your credit card provider, you agree to pay all amounts due upon demand and EngageDirect LLC may suspend your access to the Service until full payment is received or terminate the Service. All sales are final and EngageDirect LLC will not issue refunds, including for prepaid periodical fees. If you choose an automatic recurring payment and later decide to end your subscription, cancelling the payment is your responsibility. EngageDirect LLC does not refund automatic payments not cancelled in time.
5. Use Restrictions
Your right to use the Service is personal, limited to your internal business purposes, non-transferable, non-exclusive, revocable and subject to your compliance with the Terms at all times, including your timely payment of all applicable fees for the Services.
Without limiting the generality of the foregoing, you may not:
- access, monitor, or copy any content or information on the Service using any robot, spider, scraper, or other automated means or any manual process for any purpose without our express written permission;
- bypass or circumvent measures employed to prevent or limit access to the Service or certain features of the Service;
- take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
- “frame”, “mirror,” or otherwise incorporate any part of the Service into any other website without our prior written authorization;
- violate any applicable local, provincial, national, or international law or regulation;
We may at any time suspend or terminate your access to the Service if we have reason to believe that you are not complying with the Terms or you are otherwise abusing the Service.
6. Intellectual Property and Trademarks
We, our affiliates, and our suppliers and licensors own all right, title, and interest, including all intellectual property rights, in and to the Service, and any services available in connection with the Service. Except for those rights expressly granted in these Terms, no other rights are granted, either express or implied, to you. All copying, distribution or other use of the Service or any third-party services or content except as expressly permitted hereunder is prohibited without the prior written consent of the relevant rights holders.
EngageDirect, EngageDirect logos, and any other product or service name or slogan contained on the Service are trademarks or registered trademarks of EngageDirect LLC and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of the applicable trademark holder. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Service are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise, does not constitute or imply endorsement, sponsorship, or recommendation thereof by us, or vice versa.
7. Availability and Disclaimer of Warranties
Your use of the Service is at your sole risk. No advice or information, whether oral or written, obtained by you from the service will create any warranty regarding EngageDirect LLC that is not expressly stated in these Terms.
EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED BY ENGAGEDIRECT LLC, HEREUNDER, THE SERVICE IS PROVIDED “AS-IS” AND “AS AVAILABLE” AND ENGAGEDIRECT LLC (AND ITS SUPPLIERS) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. LIIDIO OY MAKES NO WARRANTY THAT THE SERVICES (A) WILL MEET CUSTOMER’S REQUIREMENTS; OR (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, FULLY SECURE, OR ERROR-FREE BASIS.
8. Term, Cancellation and Termination
Term of the Paid Services enters into force when we have received payment from you or your credit card provider. If the Service is provided to you free of charge, the term of the Service enters into force upon your trial license creation and/or account registration.
If your subscription is automatically renewable, your subscription to the Service will remain in effect and will be renewed automatically at the end of each subscription period unless you terminate your subscription, or we terminate it. If your subscription is made for a fixed period and/or not automatically renewable, your subscription will automatically terminate at the end of the agreed subscription period. Separate written order forms or contracts for the Service may have special adherence terms regarding renewal and defined advance notice periods for termination. Upon the termination or expiration of your subscription, you must immediately stop using the Service and must destroy any copies of the same in your possession.
You are free to cancel your EngageDirect Pro or Enterprise subscription any time. Notice that no refunds are provided, you can use the product until the end of the then-current billing period after which your credit card will not be charged again.
We may terminate your access to the Service, without cause or notice, which may result in the forfeiture and destruction of all information associated with you.
9. Data from third party services
EngageDirect LLC has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party services from where data is integrated to Leadfeeder.
EngageDirect LLC provides you EngageDirect data sets and in relation to such data in the Service you agree to the following additional terms:
- you agree not to use any data sets (whether alone or in combination with any other data) in any manner that violates the EngageDirect Service Software Policy, or any of the restrictions set forth in Section 5 hereof;
- you agree to provide commercially reasonable physical and logical security controls to prevent security breaches or unauthorized access to EngageDirect data sets that you are authorized to download from the Service;
- expect for exporting the EngageDirect data sets through the functionalities provided by the Service, all rights to EngageDirect data sets are limited to use within the Service;
- all rights to EngageDirect data sets automatically terminate upon termination of your subscription term or by notice from EngageDirect LLC;
- you agree to delete all EngageDirect data sets upon termination of your subscription or by notice from EngageDirect LLC, other than any data export or output that has been derived from EngageDirect data sets in compliance with these Terms prior to the termination or expiration date;
- you agree not to use any data EngageDirect data sets from the service software:
- for cookie tracking, ad exchanges, ad networks, data brokerages, or sending electronic communications (including email) in violation of the law applicable to these Terms or applicable in your domicile;
- to determine any person's employability, credit worthiness, credit standing, credit capacity, or other characteristics related to such person's manner or mode of living; or
- in any manner that exceeds the scope of the rights granted in these Terms or the limits or restrictions set forth in these Terms.
For the purposes of this section 9 “Data Export” means any data, reports, analysis or other output developed by or on behalf of you that are derived from EngageDirect data sets; provided that such Data Export: (a) does not contain all or any substantial part of the original EngageDirect data sets in unaltered form or provided on a stand-alone basis, and (b) is not capable of being reverse engineered, decompiled, disassembled or otherwise modified to obtain the original, unaltered form of the EngageDirect data sets.
10. Links To Other Sites and Services
11. Privacy Notice and Processing of Data
We may process personal data as both 1) data controller; and 2) data processor.
As a data controller, we may process personal data about you when you sign up for the Service or when you otherwise provide personal information to us in the context of these Terms. Our collection and use of this information, which we process as the data controller, is described in the Privacy Notice, available at www.engagedirect.net/privacy.
As a data processor, we may process such personal data which you have provided to us (including collected or generated through the use of the Service) for the purpose of providing the Service. If we do, this processing of personal data is governed by a Data Processing Agreement between you and us.
By using the Service, you consent to receiving electronic communications from us. These communications may include notices about your account and information concerning or related to the Service.
12. Customer Data
You, your subsidiaries, affiliates and customers retain all rights pertaining to all data, personal data or other information that you, or another party on your behalf, provides to us for the purpose of providing the Service (“Customer Data”). For the avoidance of doubt, Customer Data is considered Confidential Information.
We have the right to anonymize Customer Data including data disclosed, used or developed by you in connection with your use of the Service and use such data to compile statistics and to monitor and improve our Services.
You will defend, indemnify and hold harmless EngageDirect LLC, its subsidiaries, affiliates, partners and third-party advertisers and their respective directors, officers, agents, employees, licensors, and suppliers from and against any costs, damages, expenses, and liabilities (including, but not limited to, reasonable attorneys’ fees) arising out of any claims or actions by any third party that relates to an actual or alleged infringement of a third party’s intellectual property rights by the Customer Data.
Any materials, including but not limited to comments, suggestions, ideas, or other information, provided by you in the form of email or other submissions to us (excluding Customer Data and other material that you post on the Service in accordance with these Terms) (collectively “Feedback”), are non-confidential and you hereby grant to us and our subcontractors and affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use your Feedback for any purpose without compensation or attribution to you.
14. Limitation of Liability
NEITHER ENGAGEDIRECT LLC NOR ITS SUPPLIERS OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF ENGAGEDIRECT LLC OR ANY SUPPLIER OR LICENSOR OF ENGAGEDIRECT LLC HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE THE SERVICE OR ANY CONTENT. LIIDIO OY’S MAXIMUM TOTAL LIABILITY FOR ALL CLAIMS UNDER THESE TERMS OR OTHERWISE IN RELATION TO THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO ONE HUNDRED USD (100 USD).
ANY LIMITATIONS OF LIABILITY UNDER THIS SECTION 14 SHALL NOT APPLY IN THE EVENT OF DEATH, PERSONAL INJURY, FRAUD OR FRAUDULENT MISREPRESENTATION OR IN THE EVENT OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.
15. Governing Law and Dispute Resolution
This Agreement (and any further rules, policies, or guidelines incorporated by reference) shall be governed and construed in accordance with the laws of Finland, without giving effect to any principles of conflicts of law. Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Santa Clara Chamber of Commerce in California, United States. The number of arbitrators shall be one. The language of the arbitration shall be English.
16. Changes To These Terms
We reserve the right, at our sole discretion, to modify or replace these Terms by posting the updated terms to https://www.engagedirect.net/terms. Your continued use of the service software after any such changes constitutes your acceptance of the new Terms.
Please review these Terms periodically for changes. If you do not agree to any of these Terms or any changes to these Terms, do not use, access or continue to access the service software or discontinue any use of the Service immediately.
17. Other Terms
Our failure to act in a particular circumstance does not waive our ability to act with respect to that circumstance or similar circumstances. Any provision of these Terms that is found to be invalid, unlawful, or unenforceable will be severed from these Terms, and the remaining provisions of these Terms will continue to be in full force and effect. The section headings and titles in these Terms are for convenience only and have no legal or contractual effect. Any provision in these Terms that by its nature should survive the termination of your license to access the Service or any termination of these Terms (including, without limitation, provisions governing indemnification, limitations on liability, disclaimers of warranty, and ownership of intellectual property) will continue to remain in full force and effect after any such termination.
18. Contact Us
If you have any questions about these Terms, please contact us at firstname.lastname@example.org