Terms and Conditions
Last updated October 1, 2021
IMPORTANT: PLEASE REVIEW THE MUTUAL ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH UPLEAD ON AN INDIVIDUAL BASIS (WAIVING YOUR RIGHT TO A CLASS ACTION) THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS MUTUAL ARBITRATION AGREEMENT AND HAVE TAKEN THE TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
2. Website Terms.
2.1. Ownership. The Website and all of its content, features, and functionality (including, but not limited to, all information, software text, displays, images, video, and audio, and the design and arrangement thereof) are owned by UpLead, its licensors, or other providers of such material and are all protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner. UpLead, its logo, and all related names, logos, product and service names, designs, and slogans are trademarks of UpLead or its affiliates or licensors. You must not use such marks without the prior written permission of the UpLead. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.
2.3. Jurisdiction. UpLead is based in the United States. We make no claims that the Services, Product, or the Website or any of their content is accessible or appropriate outside of the United States. Access to the Website, Product, or the Services may not be legal by certain persons or in certain countries. If You access the Website, Product, or the Services from outside the United States, You do so on Your own initiative and are responsible for compliance with local laws.
2.4. Changes. We reserve the right to withdraw or amend the Website, the terms and conditions upon which You may be able to access the Website, and any services, features, or material we provide on the Website, in our sole discretion and without providing notice to You. We will not be liable if, for any reason, all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users for any reason at all. UpLead may add new services, features, or material for a fee and may add or amend fees for existing services, features, or material, at any time in our sole discretion. If You choose to purchase the additional services, features, functionality, content, or material, You agree to the pricing and payment terms that may be displayed when You make such purchase, as we may update them from time to time.
2.5. Access Credentials. You may need a username and password to login into the Website and to use certain functions and portions within the Website, including the Product and Services. You must treat such information as confidential, and You must not disclose it to any other person or entity. You also acknowledge that Your account is personal to You and agree not to provide any other person with access to this Website or portions of it using Your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of Your user name or password or any other breach of security.
- use the Website, Product, or Services in any way that violates any applicable federal, state, local, or international law or regulation;
- use the Website, Product, or Services to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation;
- use the Website, Product, or Services to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, Product, or Services, or which, as determined by us in our sole discretion, may harm UpLead or users of the Website, Product, or Services or expose them to liability;
- use the Website, Product, or Services in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party’s use of the Website, Product, or Services, including their ability to engage in real time activities through the Website, Product, or Services;
- use any robot, spider, or other automatic device, process, or means to access the Website, Product, or Services for any purpose, including monitoring or copying any of the material on the Website;
- use any manual process to monitor or copy any of the material on the Website, Product, or Services or for any other unauthorized purpose without our prior written consent;
- use any device, software, or routine that interferes with the proper working of the Website, Product, or Services;
- introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
- attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website;
◦ contains any material that is deceptive, misleading, defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
◦ promotes sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
◦ infringes any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person;
◦ promotes any illegal activity, or advocate, promote, or assist any unlawful act;
◦ causes annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person; or
◦ impersonates any person, or misrepresent Your identity or affiliation with any person or organization.
2.7. Third Party Materials. Information and other content provided by third party licensors and suppliers to UpLead (“Third Party Content”) is, in each case, the copyrighted and/or trademarked work of the owner of such Third Party Content. You acknowledge and agree that You have no right to download, cache, reproduce, modify, display, edit, alter or enhance any of the Third Party Content in any manner unless You have permission from the owner of the Third Party Content. The Website contains links to other sites and resources provided by third parties and such links are provided for Your convenience only. We have no control over the contents of those websites or resources, and accept no responsibility for them or for any loss or damage that may arise from Your use of them. If You decide to access any of the third party websites linked to the Website, You do so entirely at Your own risk and subject to the terms and conditions of use for such websites.
3. The Services, Product, and Data.
3.2. Subscription Term; Renewal. A list of the service plans and pricing schedules (“Subscription Plan(s)”) that UpLead offers is available at www.uplead.com/pricing. The initial term of each Subscription Plan shall be for such period that is listed in the purchase confirmation, receipt, and/or the invoice You receive from Us (the “Initial Subscription Term”). Your Subscription Plan will automatically renew at the end of the Initial Subscription Term for successive terms equal in duration to the Initial Subscription Term (each a “Renewal Subscription Term”, and, together with the Initial Subscription Term, the “Subscription Term”) unless You cancel Your Subscription Plan at least sixty (60) days in advance of the renewal date.
3.4. Fees. All of our Subscription Plans are billed in advance on a monthly or annual basis. You agree to pay all fees, charges, and taxes to be paid by You in connection with Your purchased Subscription Plan for the duration of the Subscription Term (the “Fees”). All payments made are non-refundable and non-transferable. We reserve the right to change our pricing terms at any time. If we do so, we will let You know by posting the new pricing terms on the Website or through other communications. We also reserve the right to change other terms of our Subscription Plans at any time, including changing the features that can be accessed through a particular Subscription Plan. To purchase a Subscription Plan, You must provide us with current, complete, accurate and authorized credit card or other approved payment method information. You agree to promptly notify us of any changes to the provided payment method while Your subscription remains in effect. We subscribe to our payment processors’ account update service. This means that even if your credit card expires or changes numbers, depending on the terms of your credit card agreement with your credit card provider, our payment processors may receive updated card information and will be able to charge your credit card using the updated information. You authorize us to automatically charge the provided payment method for the selected Subscription Plan. We will charge You for the Initial Subscription Term at the time of purchase or shortly after purchase. We will charge You for renewals of Your Subscription Plan on a recurring basis, at the beginning of each Renewal Subscription Term, until such time that You cancel pursuant to Section 3.2. You understand that failure to pay any Fees or other charges may result in the suspension or cancellation of Your Subscription Plan. Fees are non-refundable.
3.5. Upgrades/Downgrades. Should You downgrade Your Subscription Plan, the new Fees for such downgraded Subscription Plan will take effect at the beginning of the following Renewal Subscription Term and no pro-rated refund of any prepaid Fees will be issued to You. Should You upgrade Your Subscription Plan, the new Fees for such upgraded Subscription Plan will take immediate effect and You will be charged in full for the upgraded Subscription Plan.
3.8. Feedback. You agree to make reasonable efforts to provide UpLead with oral feedback and/or written feedback related to Your use of the Product, including, but not limited to, a report of any errors which You discover in the Services or related Documentation. Such reports, and any other materials, information, ideas, concepts, feedback and know-how provided by You to UpLead concerning the Product and any information reported automatically through the Product to UpLead (“Feedback”) will be the property of UpLead. You agree to assign, and hereby assign, all right, title and interest worldwide in the Feedback, and the related intellectual property rights, to UpLead and agree to assist UpLead, at UpLead’s expense, in perfecting and enforcing such rights.
3.9. License to Branding Elements. You hereby grant to UpLead a non-exclusive, royalty-free, irrevocable, and worldwide license to use Your trademarks, service marks, trade dress, trade names, brand names, logos, corporate names, domain names, and other branding elements on or in connection with UpLead’s promotional, advertising, and marketing materials in all formats and media, including, without limitation, on lists of UpLead’s current or former customers and on advertisements for UpLead and/or the Product, Services, and/or the Website.
4. Term and Termination.
5. Compliance with Laws.
5.1. Obligations. You must comply with all applicable federal, state and local laws, rules, regulations, and ordinances relating to telemarketing, data privacy, consumer protection, and any others laws that may relate to Your use of the Services, Product, and Data, including, without limitation, the CAN-SPAM Act, the Telephone Consumer Protection Act, the General Data Protection Regulation of the European Union, and the California Consumer Privacy Act. You shall not, and shall not permit any third party to, license, sell, rent, lease, transfer, assign, distribute to any third party, or commercially exploit the Data, in whole or in part, or use the Data in connection with credit granting, credit monitoring, account review, collections, insurance underwriting, employment or any other purpose covered by the Fair Credit Reporting Act (“FCRA”), interpretations of the FCRA by the Federal Trade Commission, or by similar federal and state statutes.
5.2. Indemnification. You agree that You will indemnify, defend and hold UpLead harmless against any losses resulting from any third party claim against UpLead arising out of or in connection with any violation of any applicable law by You.
6. Disclaimers; Limitation of Liability.
6.1. Non-Reliance. The Data and the information presented on or through the Website, the Services, or the Product is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this Data or information. Any reliance You place on such Data information is strictly at Your own risk. We disclaim all liability and responsibility arising from any reliance placed on such Data or information by You or any other visitor to the Website or Product user. We do not represent or warrant that You will obtain any minimum number of leads as a result of use of the Product or Data.
6.2. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, UPLEAD, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE WEBSITE, THE SERVICES, THE PRODUCT, OR ANY THIRD PARTY CONTENT, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION, CONTENT, OR OTHER MATERIAL CONTAINED OR PRESENTED ON THE WEBSITE, THE PRODUCT, THE SERVICES OR THE DATA. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE, THE SERVICES, THE PRODUCT, THE DATA, THE THIRD PARTY CONTENT, AND ANY OTHER INFORMATION, CONTENT OR MATERIAL CONTAINED OR PRESENTED ON THE WEBSITE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. UPLEAD DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER
6.3. Exclusion of Damages. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL UPLEAD, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE, THE SERVICES, THE PRODUCT OR DATA, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
8. Dispute Resolution.
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. THIS SECTION 8, INCLUDING THE PROVISIONS ON BINDING ARBITRATION AND CLASS ACTION WAIVER, SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.
8.2. Federal Arbitration Act. Certain portions of this Section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act (“FAA”). You and UpLead expressly agree and intend that this Section satisfies the “writing” requirement of the FAA. This Section can only be amended by mutual agreement.
8.3. Binding Arbitration. YOU AND UPLEAD AGREE THAT ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF, OR RELATING TO YOUR USE OF THE SERVICES, PRODUCT, AND/OR DATA UNDER THIS AGREEMENT SHALL BE RESOLVED ONLY BY FINAL AND BINDING ARBITRATION, except that (1) You may assert claims in small claims court within the scope of that court’s jurisdiction; and (2) this agreement to arbitrate does not limit Your or UpLead’s right to seek injunctive or other equitable relief in state or federal court in Los Angeles County, California to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. To begin an arbitration proceeding, You must send a letter requesting arbitration and describing Your claim to UpLead at 340 S Lemon Ave, Ste 1022, Walnut, CA 91789. The arbitration will be conducted by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. Payment of all filing, administration and arbitrator fees will be governed by JAMS’ rules. You can obtain JAMS’ procedures, rules, and fee information as follows: JAMS: 800.352.5267 and http://www.jamsadr.com. The arbitration will be conducted in the English language; the location of such arbitration shall be in Los Angeles County, California. Each party will bear its own costs in the arbitration. The arbitrator will have full power and authority to determine issues of arbitrability and to interpret or construe the provisions of the agreement documents and to fashion appropriate remedies (including temporary, preliminary, interim, or permanent injunctive relief); provided that the arbitrator will not have any right or authority: (i) in excess of the authority that a court having jurisdiction over the parties and the dispute would have absent this arbitration agreement; or (ii) to award damages in excess of the types and limitation of damages found in the Agreement. Judgment upon the award may be entered in any court of competent jurisdiction.
8.4. Class Action Waiver. YOU AND UPLEAD EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. You and UpLead each agree that such proceeding shall take solely by means of judicial reference pursuant to California Code of Civil Procedure Section 638
By using the Website and/or the Services, You consent to receiving electronic communications from us. These electronic communications may include, but are not limited to, notices about the applicable Services, Your Subscription Plan, Fees, and transactional or other information concerning or related to the Website and/or the Services. These electronic communications are part of your relationship with Us and You receive them as part of your use of the Website and/or the Services. You agree that any notices, agreements, disclosures or other communications that we send You electronically will satisfy any legal communication requirements, including that such communications be in writing.
10. Notice for California Users.