Terms of Use
Welcome to the Leads4me website (together, the “Site” or “Service”).
Following are our Terms of Use and the “legalese” we need to share
with you (the “Terms”). Through the Site, Leads4me provides services
for managing leads generation on ad campaigns. In addition to these
Terms, to the extent that you qualify as an Agency, as that term is
defined in the Standard Terms and Conditions for Internet Advertising
for Media Buys One Year or Less, Version 3.0 (the “Standard
Ts&Cs”), published by the Interactive Advertising Bureau, the
terms and provisions of the Standard Ts&Cs shall also apply to
your use of the Service.
The Leads4me Site is owned and operated by Chalk Digital, Inc., dba
Chalk Digital (“we,” “us,” and “our”). Everyone who uses the Service
must agree to the Terms. In order to use the Service, you must agree
to the Terms by clicking the “I accept the Terms of Use” check box.
IMPORTANT – PLEASE READ CAREFULLY: THE TERMS CONSTITUTE A LEGALLY
BINDING CONTRACT BETWEEN YOU AND US AND APPLY TO YOUR USE OF THE
SERVICE AND THE PROVISION BY US OF ALL SERVICES THEREUNDER. BY
CLICKING ON THE “I AGREE” BUTTON OR OTHERWISE ACCESSING OR USING THE
SERVICE, YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY THE TERMS. IF YOU DO
NOT AGREE TO BE BOUND BY THE TERMS, PLEASE DO NOT CREATE YOUR ACCOUNT
OR OTHERWISE USE THE SERVICE.
WE RESERVE THE RIGHT TO MODIFY THE TERMS AT ANY TIME, AND EACH SUCH
MODIFICATION SHALL BE EFFECTIVE UPON POSTING ON OUR WEBSITE. ALL
MATERIAL MODIFICATIONS WILL APPLY PROSPECTIVELY ONLY. YOUR CONTINUED
USE OF THE SERVICE FOLLOWING ANY SUCH MODIFICATION CONSTITUTES YOUR
AGREEMENT TO BE BOUND BY, AND YOUR ACCEPTANCE OF, THE TERMS, AS
MODIFIED. IF ANY MODIFICATION IS NOT ACCEPTABLE TO YOU, YOUR SOLE
REMEDY AND RECOURSE IS TO DISCONTINUE USE OF THE SERVICE. THEREFORE,
IT IS IMPORTANT FOR YOU TO REVIEW THE TERMS REGULARLY.
1. Authorized Use
Subject to the terms and conditions of the Terms, we grant to you a
non-exclusive, non-transferable, limited license, without the right to
grant sublicenses, to access and use the Service solely for your
internal business purposes or, if you are an individual, your own
individual personal purposes. You will not use the Service other than
as expressly permitted above. Without limiting the foregoing, you (i)
may not (or cause or permit any third party to) modify, change, adapt,
reverse engineer, disassemble, decompile or create any derivative work
based upon the Service or underlying software or technology, or
disclose, assign, rent, sublicense or otherwise transfer or dispose of
the Service or underlying software or technology to any third party,
(ii) may not publish or provide any results of any tests run, accounts
or other information regarding the Service to any third party without
our prior written consent or permit any third party to perform such
tests, and (iii) may not delete, remove or obscure any of our
proprietary notices on the Site or any related documentation or other
materials provided or disclosed by us to you.
This Site is offered and available to users who are 13 years of age or
older. By using this Site, you represent and warrant that you meet all
of the foregoing eligibility requirements. If you do not meet all of
these requirements, you must not access or use the Site.
2. Registration
You are required to register and create a unique, password-protected
account (“Account”) in order to access and use the Service. You agree
to: (a) provide true, accurate, current, and complete information as
prompted by the registration form; and (b) maintain and update such
information to keep it true, accurate, current, and complete at all
times. We reserve the right to delete your Account without warning if
you are found to have misrepresented any registration information
submitted. You are responsible for maintaining the confidentiality of
your password and email address. You agree to (a) immediately notify
us of any unauthorized use of your password or Account, or any other
breach of security, and (b) ensure that you exit from your Account at
the end of each session. You will be solely responsible for
safeguarding your password and also for any actions under your
password and Account, whether authorized by you or not. You represent
that you are the person registering for the Service or that the person
registering you for the Service is an authorized representative of
yours with the authority to agree to the Terms on your behalf.
As part of the registration process, you will be required to provide a
payment method to be used to pay for any advertising services that you
order through the Site. At the time of registration, we may verify the
validity of the payment method using industry standard procedures for
such verification, however we will not actually charge your payment
method until you place an order.
3. Reservation of Rights
You acknowledge that the Service and the underlying software and all
intellectual property rights therein, including copyrights, patent
rights, trade secret rights and trademark rights, are owned by us. All
rights not expressly granted herein are reserved by us. You expressly
agree that any breach of the license grant by you is a material breach
of the Terms. Except as expressly and specifically set forth in the
Terms, nothing herein shall be construed as granting to you any
property right, by license, implication, estoppel or otherwise, to any
of our intellectual property rights.
Chalk Digital and its associated logos are either registered
trademarks or trademarks of ours. All other company names, logos and
other identifying marks that may be listed as part of our Service may
be trademarks of their respective owners. WE DO NOT CLAIM ANY
OWNERSHIP IN ANY THIRD PARTY’S TRADEMARKS NOR DO WE CLAIM ANY
SPONSORSHIP, ASSOCIATION WITH OR ENDORSEMENT BY SUCH THIRD PARTIES.
4. Feedback
If you provide any feedback to us about the Service (“Feedback”), you
acknowledge our need to be able to freely use such Feedback and to own
any improvements to the Service (e.g., improvements, fixes, errors,
bugs, etc.) made by using or incorporating such Feedback. Accordingly,
you hereby assign to us any rights you may have, including all
intellectual property rights, in the Feedback and we may exercise our
ownership rights to such Feedback and intellectual property rights
without compensation, attribution or accounting. Without additional
consideration, you agree to perform all acts reasonably necessary to
perfect our rights in such intellectual property.
5. Confidentiality
We agree to use the same care to protect your confidential information
that we use to protect our own confidential information. We will not
disclose or use any of your confidential information for purposes not
contemplated by the Terms. All content or materials that you provide
relating to any advertising services or activities is deemed to be
non-confidential.
6. Payment of Fees & Appropriate Use of Site
By placing orders for advertising services or related activities
through the Service, you expressly agree to pay the fees posted on the
order at the time you submit such order, plus any applicable tax.
Please note that fees are subject to change without notice. You
represent and warrant that you have the right to incur charges on the
payment method you provide to pay for these charges. You hereby
authorize us to charge your payment method immediately upon your
placing an order.
The Site is our property and all interactions on this Site must be
lawful and must comply with the Terms. We have the sole discretion to
determine what constitutes an appropriate use of the Site, and we
reserve the right to terminate or restrict your use of the Service
without notice.
7. Your Information & Conduct
You shall be responsible for the accuracy, quality and legality of any
information that you supply to us and for the means by which you
acquired such information. You represent and warrant that (i) your
information does not and will not violate third-party rights of any
kind, including, without limitation, any intellectual property rights
or rights of publicity and privacy, (ii) you will use the Service in
compliance with all applicable federal, state and local laws,
regulations and rules. You agree not to engage in any of the following
prohibited actions: (i) impersonating another person or otherwise
misrepresenting your affiliation with a person or entity, conducting
fraud, hiding or attempting to hide your identity; (ii) interfering
with the proper working of the Service; (iii) bypassing the measures
that we may use to prevent or restrict access to the Service; or (iv)
transmitting any viruses, worms, defects, Trojan horses or other items
of a destructive nature.
8. Content You Provide
You are solely responsible for creating, selecting, preparing,
reviewing, proofreading, and providing all content and materials for
your advertising services and related activities.
You hereby grant to us a royalty-free, worldwide, perpetual,
nonexclusive, and transferable license, with right to sublicense, to
use, copy, modify, publish, distribute, and display any and all
content or materials that you submit to the Site or otherwise provide
in connection with any advertising services or related activities.
You may not use the Service in any way to advertise, publish, or
otherwise distribute material that: is defamatory, obscene,
pornographic, criminal or may be reasonably calculated to induce
criminal activity, indecent, abusive, offensive, harassing, violent,
hateful, inflammatory, invasive of privacy or publicity rights, or
deceptive; infringes another person’s intellectual property rights;
implies an endorsement or affiliation that you do not have; or is
otherwise objectionable.
We reserve the right to decline to accept any content, materials, or
any order for our services. If we decline to accept an order you have
placed, we will refund any fees you have paid for that order.
9. Privacy Policy
All information we collect on the site is subject to our
Privacy Policy. By using the Website, you consent to all actions taken by us with
respect to your information in compliance with the Privacy Policy.
10. Anonymous Data Collection
We shall have the right to utilize data capture, syndication, analysis
tools, and other similar tools to extract, compile, synthesize, and
analyze any non-personally identifiable data or information resulting
from your use of the Service including from any confidential
information provided by you (“Anonymous Data”). To the extent that any
Anonymous Data is collected by us, such data shall be solely owned by
us and may be used by us for any lawful business purpose without a
duty of accounting to you therefor; provided that the Anonymous Data
is used only in an aggregated form, without specifically identifying
the source of the Anonymous Data.
11. Warranty Disclaimer
THE SERVICE IS PROVIDED “AS IS” WITH ALL FAULTS, AND YOU AGREE TO USE
IT AT YOUR OWN RISK. WE DO NOT WARRANT THAT THE SERVICE WILL OPERATE
WITHOUT ERROR OR INTERRUPTION. WE MAKE NO GUARANTEES REGARDING THE
QUALITY, ACCURACY, COMPLETENESS, EFFECTIVENESS, RELIABILITY, OR
USEFULNESS OF SERVICE OR RESULTS OBTAINED THEREFROM. WITHOUT IN ANY
WAY LIMITING THE GENERALITY OF THE FOREGOING, WE EXPRESSLY DISCLAIM
ALL WARRANTIES WITH RESPECT TO THE SERVICE OF ANY KIND WHATSOEVER,
WHETHER STATUTORY, EXPRESS, IMPLIED OR ARISING BY USAGE OF TRADE,
COURSE OF DEALING OR COURSE OF PERFORMANCE, INCLUDING, BUT NOT LIMITED
TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
ALL MARKETING DECISIONS WILL BE MADE BY YOU. YOU ACKNOWLEDGE AND AGREE
THAT WE MAY PROVIDE RECOMMENDATIONS AS TO MARKETING STRATEGIES AND
ACTIONS, AND YOU FURTHER ACKNOWLEDGE AND AGREE THAT ALL DECISIONS OF
WHETHER OR NOT TO ACCEPT A RECOMMENDATION WILL BE MADE BY YOU. WE
SHALL HAVE NO LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY
MARKETING DECISIONS MADE BY YOU REGARDLESS OF WHETHER OR NOT YOUR
DECISION WAS BASED ON RECOMMENDATIONS, REPORTS OR OTHER INFORMATION
PROVIDED TO YOU BY US.
AS PART OF THE SERVICE, WE COLLECT AND COMPILE INFORMATION FROM
MULTIPLE THIRD-PARTY RESOURCES WITH VARYING DATA QUALITY. WE DO NOT
ATTEMPT TO INDEPENDENTLY VERIFY THE COMPLETENESS, ACCURACY,
AUTHENTICITY OR APPROPRIATENESS OF THE INFORMATION THAT WE COLLECT AND
SUPPLY. ACCORDINGLY, THE INFORMATION IS PROVIDED ON AN “AS IS,” “AS
AVAILABLE” BASIS. ANY USE OR RELIANCE UPON THE INFORMATION BY YOU
SHALL BE AT YOUR OWN RISK.
You hereby acknowledge the above disclaimers, and unconditionally and
irrevocably release and forever discharge us, of and from all, and all
manner of, actions, causes of action, suits, proceedings, debts, dues,
contracts, judgments, damages, claims, and demands whatsoever in law
or equity, which you ever had, now have, or shall, or may have for or
by reason of any matter, cause, or thing whatsoever arising out of the
use of the Service. If you are a California resident, you acknowledge
that you are aware of, and understand, the provisions of California
Civil Code Section 1542 (“Section 1542”), which provides: “A GENERAL
RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT
WITH THE DEBTOR.” You expressly, knowingly and intentionally waive any
and all rights, benefits and protections of Section 1542 and of any
other state or federal statute or common law principle limiting the
scope of a general release.
12. Limitation of Liability
IN NO EVENT SHALL WE BE LIABLE FOR ANY LOST PROFITS, LOSS OF GOODWILL,
WORK STOPPAGE, COMPUTER FAILURE, LOSS OF INFORMATION, LOSS OF DATA, OR
ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR
PUNITIVE DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES)
UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY
ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICE AND/OR SOFTWARE
OR ANY OTHER SUBJECT MATTER OF THE TERMS. IN NO EVENT SHALL OUR TOTAL
LIABILITY TO YOU FOR ALL DAMAGES FOR LOSSES ARISING FROM THE USE OR
INABILITY TO USE THE SERVICE (OTHER THAN AS MAY BE REQUIRED BY
APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT
OF FEES CHARGED TO YOU AND PAID BY YOU TO US DURING THE THIRTY DAYS
IMMEDIATELY PRIOR TO THE EVENTS OR CIRCUMSTANCES WHICH FIRST GAVE RISE
TO ANY SUCH DAMAGES. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE
ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
13. Indemnification
You agree to indemnify us, defend us and hold us harmless from and
against any claims, actions, losses, damages or other liabilities,
including, but not limited to, attorney fees, that arise out of or
result from any claim relating to, or arising out of, or in connection
with, (i) your breach of any representation, warranty, covenant,
obligation or agreement as set forth in the Terms; or (ii) any
defamatory or illegal, or allegedly defamatory or illegal, material
transmitted through the Service by you, any authorized party or any
other person or entity that gains access to the Service through you.
14. Basis of the Bargain
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING SECTIONS ON
INDEMNIFICATION, WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY
FAIRLY ALLOCATE THE RISKS BETWEEN THE PARTIES AND ARE ESSENTIAL
ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.
15. Dispute Resolution
General. 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 we 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
paragraphs 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 going to customer support.
We will consider reasonable requests to resolve the dispute through
alternative dispute resolution procedures, such as mediation or
arbitration, as alternatives to litigation. Other than those matters
listed below, you and we agree to seek resolution of the Claim only
through arbitration of that Claim in accordance with the terms of this
Section 16, and not litigate any dispute in court. Arbitration means
that the dispute will be resolved by a neutral arbitrator instead of
in a court by a judge or jury.
YOU AND WE AGREE THAT ANY CLAIM FILED BY YOU OR BY US IN SMALL CLAIMS
COURT OR BY US RELATED TO PROTECTION OF OUR OR ANY OF OUR LICENSOR’S
INTELLECTUAL PROPERTY ARE NOT SUBJECT TO THE ARBITRATION TERMS
CONTAINED IN THIS SECTION 16 AND YOU CONSENT TO THE JURISDICTION OF
THE STATE AND FEDERAL COURTS IN SAN DIEGO COUNTY FOR ANY CLAIM THAT WE
MAY FILE IN THOSE COURTS RELATED TO OUR OR OUR LICENSOR’S INTELLECTUAL
PROPERTY.
RIGHT TO OPT OUT OF BINDING ARBITRATION AND CLASS ACTION WAIVER WITHIN
30 DAYS. IF YOU DO NOT WISH TO BE BOUND BY THE BINDING ARBITRATION AND
CLASS ACTION WAIVER IN THIS SECTION 16, YOU MUST NOTIFY US IN WRITING
WITHIN 30 DAYS OF THE DATE THAT YOU ENTER INTO THIS AGREEMENT. YOUR
WRITTEN NOTIFICATION MUST BE MAILED TO Chalk Digital TERMS
ADMINISTRATOR, 16870 WEST BERNARDO DR. SUITE 360, SAN DIEGO, CA
92127ADDRESS, (3) YOUR USER OR ACCOUNT NAME AND (4) A CLEAR STATEMENT
THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH US THROUGH
ARBITRATION.
Class Action Waiver. ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN
ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS
AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED
MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY
GENERAL ACTION, UNLESS BOTH YOU AND WE SPECIFICALLY AGREE TO DO SO IN
WRITING FOLLOWING INITIATION OF THE ARBITRATION.
Initiation of Arbitration Proceeding/Selection of Arbitrator. If you
or we elect to resolve your dispute through arbitration, the party
initiating the arbitration proceeding may initiate it with the
American Arbitration Association (“AAA”), www.adr.org, or JAMS
www.jamsadr.com. The terms of this Section 16 govern in the event they
conflict with the rules of the arbitration organization selected by
the parties.
Arbitration Procedures. Because the service provided to you by us
concern interstate commerce, the Federal Arbitration Act (“FAA”)
governs the arbitrability of all disputes. However, applicable federal
or state law may also apply to the substance of any disputes. For
claims of less than $75,000, the AAA’s Supplementary Procedures for
Consumer-Related Disputes (“Supplementary Procedures”) shall apply
including the schedule of arbitration fees set forth in Section C-8 of
the Supplementary Procedures; for claims over $75,000, the AAA’s
Commercial Arbitration Rules and relevant fee schedules for non-class
action proceedings shall apply. The AAA rules are available at
www.adr.org or by calling 1-800-778-7879 FREE. Further, if your claims
do not exceed $75,000 and you provided notice to and negotiated in
good faith with us as described above and the arbitrator finds that
you are the prevailing party in the arbitration, you will be entitled
to recover reasonable attorneys’ fees and costs as determined by the
arbitrator, in addition to any rights to recover the same under
controlling state or federal law afforded to us or you. The arbitrator
will make any award in writing but need not provide a statement of
reasons unless requested by a party. Such award will be binding and
final, except for any right of appeal provided by the FAA, and may be
entered in any court having jurisdiction over the parties for purposes
of enforcement.
Location of Arbitration. You or we may initiate arbitration in either
San Diego County or the county in which you reside or, if you are not
an individual, you are located. In the event that you initiate
arbitration in the county of your residence or your business location,
we may transfer the arbitration to San Diego County in the event that
we agree to pay any additional fees or costs you incur as a result of
the change in location as determined by the arbitrator.
Severability. If any clause within this Section 16 (other than the
Class Action Waiver section) is found to be illegal or unenforceable,
that section will be severed from this Section 16, and the remainder
of this Section 16 will be given full force and effect. If the Class
Action Waiver section is found to be illegal or unenforceable, this
entire Section 16, except for this sentence, will be unenforceable,
and the dispute will be decided by a court and you and we each agree
to waive in that instance, to the fullest extent allowed by law, any
trial by jury.
16. Miscellaneous
You may not assign or delegate your rights under this Agreement,
directly or indirectly, by operation of law or otherwise, without our
prior written consent. Any attempt by you to assign your rights or
delegate your duties in contravention of the preceding sentence shall
be void from the beginning. Subject to the foregoing, the Terms shall
bind and inure to the benefit of the successors and permitted assigns
of the parties. This section along with Sections 11, 12, 13, 14, 15
and 16 shall survive any expiration or termination of the Terms.
Furthermore, all representations, warrants, releases, acknowledgements
and assignments made by you in the Terms, including but not limited to
those in Sections 3, 4, 5 and 7 shall survive any expiration or
termination of the Terms. The Terms will be governed by the laws of
the State of California regardless of its principles regarding
conflicts of laws. This is the entire agreement between the parties
relating to the subject matter hereof. No waiver or modification of
the Terms shall be valid unless in writing signed by each party. If
any provision of the Terms is held by a court of competent
jurisdiction to be contrary to law, the remaining provisions of the
Terms shall remain in full force and effect. You acknowledge that the
Service has unusual and extraordinary value, and that the prospective
breach of any provision of the Terms by you may cause us great and
irreparable harm, for which remedies available at law may be
inadequate. We shall be entitled to seek equitable relief to protect
our intellectual property rights that are the subject matter of the
Terms without prejudice as to other relief available at law.