Terms and Conditions – EDM Network

EDM Lead Network Terms of Service Agreement

Introduction

This Terms of Service Agreement (“Agreement”) governs the use of the websites and services provided by EDM Leads LLC (“Company”), accessible through the EDM Lead Network platforms at https://edmleadnetwork.com or any associated sub domains. By accessing these services, you consent to the terms outlined herein, effective immediately upon your use.

Definitions

1. “Client”: Any entity using the Company’s services.
2. “Services”: Lead generation and related services as detailed per the terms of specific service agreements or insertion orders.
3. “Leads”: Marketing targets provided to the Client according to the service agreements.
4. “Qualified Leads”: Leads that meet predefined criteria specified in the service agreement or insertion order.
5. “Insertion Order”: A document detailing specific campaign criteria, pricing, and budgeting terms.

Term of Agreement

1. This Agreement is effective from the date of your first use and continues until terminated as outlined below.

Payment and Financial Terms

1. Billing Cycle: The Company bills Clients on a weekly cycle that runs from Sunday to Saturday. This regular billing cycle helps ensure that all financial transactions are timely and systematically managed.
2. Payment Terms: Invoices by default are due within 1 day(s) from the date of issuance. Payments made after this period will incur a late fee of 2% per month, or the maximum rate permitted by law, to cover the additional administrative costs and potential financial impact of late payments.
3. Collections: Should payments remain overdue for more than 10 days, the Company will initiate collection procedures. The Client will be responsible for all associated costs arising from these collection efforts, including, but not limited to, attorney’s fees and other legal expenses. This is to ensure the Company can recover due amounts while maintaining service continuity.
4. Prepayment Campaigns: Clients have the option to pre-load funds into their accounts specifically earmarked for certain campaigns. These funds are exclusively used for purchasing leads that are not resold to others, emphasizing the exclusivity of the service. It is important to note that these prepaid amounts are non-refundable and do not accrue interest. Additionally, such accounts are not protected by the Federal Deposit Insurance Corporation (FDIC), reflecting the investment-like nature of buying leads.
5. Auto-Replenish Account: To facilitate uninterrupted service and campaign activity, Clients may opt for the auto-replenish feature. This feature allows Clients’ accounts to be automatically topped up when their balances drop below a specified threshold. Clients can customize this threshold and the replenishment amount according to their budgeting needs and campaign frequency.
6. Pricing & Payment for Services: The pricing of leads is dynamic and varies based on several factors, including the specificity of the criteria selected by the Client and market demand. The agreed-upon prices are automatically applied, and the cost of leads is deducted from the Client’s account balance as transactions occur. This system ensures transparency and allows Clients to manage their expenditures effectively.

Access and Use

1. Provision of Access: Subject to compliance with this Agreement, the Company grants you a revocable, nonexclusive, non-transferable, non-sublicensable, limited right to use the Platform for internal business operations through Authorized Users. Access is dependent on the accuracy and completeness of the registration details provided.
2. Documentation License: Grants a non-exclusive, non-transferable license to use the Documentation for internal business purposes.
3. Use Restrictions: You are prohibited from unauthorized use of the Platform, including copying, modifying, or creating derivative works; renting, selling, or sublicensing; and any use that could impair the Platform’s functionality or interfere with others’ use.
4. Aggregated Statistics and De-Identified Data: The Company may collect and use aggregated and anonymized data for enhancement of services and may retain and use de-identified data for various lawful purposes.
5. Artificial Intelligence Use: User Data may be used in an anonymized form for machine learning to enhance product features without making legally significant decisions.
6. Reservation of Rights and Suspension: The Company retains all rights not expressly granted and may suspend access to the Platform under specific conditions, such as security threats or legal restrictions.

Termination

1. Conditions for Termination: This Agreement may terminate immediately if any related agreements that grant platform usage rights end. The Company may also terminate this Agreement at its discretion without notice.
2. Discretionary Termination: The Company reserves the right to terminate access to any part of the Platform or its entirety at any time without notice.
3. Access Restriction: The Company may alter, suspend, or discontinue any aspect of the Platform without liability.
4. Survival: Certain provisions intended to survive the termination of this Agreement will remain in effect, including but not limited to obligations incurred prior to termination.

Compliance

1. The Telephone Consumer Protection Act (TCPA) is a federal law that regulates telemarketing practices, including the use of auto dialers, pre-recorded calls, and calls made to businesses. The TCPA aims to protect consumers from unwanted telemarketing calls and texts. EDM Leads LLC confirms that it is in compliance with all TCPA regulations, including but not limited to those regarding data integrity and outbound dialing. The company understands the importance of maintaining TCPA compliance. The company is committed to operating within the bounds of TCPA regulations and will make every effort to ensure compliance with all TCPA laws. Buyer and EDM Leads LLC acknowledge the importance of TCPA compliance and will work together to ensure that all telemarketing activities are conducted in a manner that is both effective and compliant with TCPA regulations.

Confidentiality

1. Each party may disclose to the other party Confidential Information while performing this Agreement. “Confidential Information” means information of a party that is not generally known to the public, which is either identified as confidential or when the circumstances surrounding disclosure indicate the information is confidential or proprietary. Subject to the foregoing, Confidential Information shall include, without limitation, names and relations with current and previous Leads, technical and non-technical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, lists of actual or potential customers or suppliers, drafts and non-published advertisements, and the terms of this Agreement. Confidential Information does not include information that: (i) is independently developed by the receiving party without access to the other party’s Confidential Information; (ii) becomes publicly known through no breach of this Agreement by or on behalf of the receiving party; (iii) has been rightfully received from a third party authorized to make such disclosure. The receiving party will use at least the same degree of care to protect the Confidential Information as applies to its own information that it seeks to protect from disclosure, but not less than reasonable care. The receiving party may disclose Confidential Information only to its employees, agents, subcontractors of itself or of entities controlled by, under common control or controlling it; in each case only to those who need to know the Confidential Information for the purpose for which it was disclosed or otherwise for the benefit of the disclosing party. Any person or entity to whom Confidential Information is provided must have an obligation not to further disclose the Confidential Information. Confidential Information disclosed under this Agreement will be subject to this Agreement for the longer of 3 years following the date of disclosure, or in the case of trade secret information, until such information is no longer a trade secret under applicable law. Upon termination of this Agreement, or earlier at the request of the disclosing party, the receiving party shall return all of the disclosing party’s Confidential Information to the disclosing party.

Lead Tracking

1. To enable Client to track Leads and their disposition, EDM will provide client with access to EDM’s system or will feed data into a system designated by Client, as specified in the Insertion Order.

Lead Exclusivity

1. All leads successfully sold to the client (Billables) are the sole property of the client; and EDM Leads LLC agrees not to share the contact information of the leads sold with any other parties.
2. Additionally, EDM Leads LLC agrees not to generate data or leads through incentives, false advertising, misrepresentation or any other way that would be deemed non-compliant or fraudulen.

Reporting:

1. Client will provide a disposition report to EDM within 24 hours of lead(s) purchase.

Modifications

1. Right to Modify: The Company may modify this Agreement at any time, with changes effective upon posting.
2. Responsibility to Review: You are responsible for reviewing changes. Continued use after changes constitutes acceptance.

Export Regulation

1. Compliance Required: The Platform includes controlled software and technology. You must comply with all U.S. export laws, including obtaining necessary governmental approvals for exports.

U.S. Government Rights

1. Federal Regulations: The software and documentation qualify as “commercial items” as defined by federal regulation, provided with restricted rights only as allowed by federal law.

Governing Law and Jurisdiction

1. Arizona Law: This Agreement is governed by the laws of the State of Arizona. Legal proceedings related to this Agreement must be brought in Arizona courts.

Miscellaneous

1. This Agreement shall be governed by and construed in accordance with the laws of Arizona. Any dispute arising out of or relating to this Agreement will be finally resolved by binding arbitration before a single arbitrator under the commercial arbitration rules of the American Arbitration Association then in effect. The place for arbitration will be in Maricopa County, Arizona. The arbitrator must be a person having experience with and knowledge of commercial transactions and will not have any authority to make any ruling, finding or award that does not conform to this Agreement. Neither party is permitted to make any public announcement regarding the existence or content of this Agreement without the other party’s prior written approval, which approval shall not be unreasonably withheld. Any notices under this Agreement shall be sent to the addresses set forth on the cover page by nationally recognized express delivery service and deemed given upon receipt. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default and will not act to amend or negate the rights of the waiving party. If any provision contained in this Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the parties, and the remaining provisions of this Agreement will remain in full force and effect.
2. Email: info@edmleadnetwork.com

Customer Responsibilities

1. Acceptable Use: You must use the Platform in compliance with all relevant laws and regulations.
2. Account Management: You are responsible for all activities under your account and must safeguard access credentials.

Intellectual Property and Feedback

1. Ownership: The Company retains all rights to the Platform. Feedback provided to the Company may be used freely.

Representations and Warranties

1. Each party represents and warrants to the other party that: (a) it will comply with all applicable laws in the performance of this Agreement (b) it has the right, power and authority to enter into this Agreement and to perform its obligations hereunder, and such execution and performance will not violate any other agreement or obligation to which it is bound; (c) it is duly organized, validly existing and in good standing in the state in which it is organized to do business and the United States of America. Services are otherwise provided “AS IS” and without warranties.

Indemnification

1. Scope of Indemnity: You will indemnify the Company against claims related to your use of the Platform, User Data, or violations of this Agreement.

Acknowledgement

1. By using the Company’s platforms, you confirm that you have read, understood, and agree to be bound by this Agreement.