These LeadSwell Terms of Use (“Agreement”) govern your access to and use of the sites available at LeadSwell dot com and related services (collectively, the “Site”) that are provided by LeadSwell (“LeadSwell,” “we,” or “us”). PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING AND/OR USING THE SITE, YOU REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER AND YOU AGREE TO THIS AGREEMENT. IF YOU ARE NOT 18 YEARS OF AGE OR OLDER OR DO NOT AGREE TO THIS AGREEMENT, DO NOT ACCESS OR USE THE SITE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE “YOU” OR “YOUR” WILL REFER TO SUCH ENTITY.
Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional guidelines, terms, rules, and the LeadSwell Privacy Policy (“Privacy Policy”) are hereby incorporated by reference into this Agreement. Capitalized terms not defined in the body of this Agreement will have the meanings set forth in the Privacy Policy.
This Agreement was last revised Apr 22, 2023.
1. User Accounts. To access certain features of the Site, you must create a user account (“Account”). You will promptly update all Account information to keep it true, accurate, and complete. You will be responsible for all activities that occur under your Account, user name, and password and therefore you agree to keep your password confidential. You agree to notify us immediately of any unauthorized use of your user name or password or if you believe that your password is no longer confidential. We reserve the right to require you to alter your user name and/or password if we believe that your Account is no longer secure. You will not: (a) provide any false personal information as part of your Account information or in connection with the Site; (b) create an Account for anyone other than yourself; (c) create or use more than one Account at any given time; (d) transfer your Account to anyone else; (e) permit others to use your Account; or (f) use or access other persons’ Accounts.
2. User Content.
2.1 License. You hereby grant to LeadSwell an irrevocable, perpetual, non-exclusive, royalty-free and fully paid, worldwide, transferable license, with the right to sublicense through multiple tiers, to reproduce, distribute, modify, publicly display, publicly perform, prepare derivative works of, transmit, and otherwise use and exploit any and all messages, comments, and other content you post to the Site (collectively, “User Content”), in any format or medium now known or developed in the future, for any purpose and in any manner. You represent and warrant that: (a) you have the right to grant the foregoing license and to post the User Content; and (b) the User Content will not infringe, misappropriate, or violate any third party rights (including any intellectual property rights). You are solely responsible for the User Content that you post on the Site.
2.2 User Guidelines. You represent, warrant, and agree that:
a) you will comply with all applicable laws, including privacy laws and intellectual property laws;
b) you will not post inappropriate, inaccurate, or objectionable content to the Site;
c) you will not bully, harass or advocate harassment of another user or person;
d) you will not solicit passwords or Personal Data of any kind for commercial or unlawful purposes from other users, or engage in commercial activities and/or sales such as contests, sweepstakes, barter, advertising, or pyramid schemes;
e) you will not post content that contains “junk mail” or “chain letters”;
f) you will not post content that is obscene or that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
g) you will not post or upload any virus, time bomb, worm, corrupted file, or other software routine capable of disrupting, disabling, or harming the operation of, or providing unauthorized access, to the Site;
h) you will not use the Site to do or promote anything that is unlawful, illegal, misleading, defamatory, or libelous; and
i) you will not promote, or upload or post anything that contains, an illegal and/or unauthorized copy of another person’s copyrighted work (whether marked as such or not).
If you violate the guidelines listed above, any other user guidelines posted on the Site, the terms of this Agreement, or if LeadSwell believes that any of your conduct or content is offensive or illegal, violates the rights of, harms, or threatens the safety of third parties, or may create liability for LeadSwell or third parties, LeadSwell reserves the right (but is not obligated) to investigate and take appropriate legal action in its sole discretion, including removing such content from the Site, notifying the appropriate authorities regarding the source of such content, barring your access to the Site, and terminating your Account and/or the account of any violator.
3. Proprietary Rights.
3.1 Download License. Subject to the terms and conditions of this Agreement, LeadSwell grants you, only during such period of time as you are holding a valid Account, a limited, nonexclusive, non-transferable, and revocable license, without the right to sublicense, to download and reproduce content designated by LeadSwell on the Site as available for download (“Downloads”) solely, (a) if you are an individual, for your own personal, non-commercial use, or, (b) if you are a company or other legal entity, for your internal business purposes.
3.2 Restrictions; Ownership. You agree not to: (a) modify, license, distribute, trade, rent, lease, loan, sell, display, perform, or exploit any portion of the Site, including any Downloads or any other content other than User Content contained therein (collectively, “Site Content”); (b) download or reproduce any portion of the Site or the Site Content except as permitted in the license granted in Section 3.1 with respect to Downloads; (c) remove, alter, or obscure any proprietary notices (including copyright notices) of LeadSwell or its licensors on any Site Content; or (d) trade, rent, lease, loan, sell, or otherwise provide to third parties any use of or access to the Site or any Site Content. LeadSwell and its licensors own the Site, the Site Content, the LeadSwell services, and all intellectual property rights relating to the foregoing. LeadSwell and its licensors reserve all rights not expressly granted under this Agreement. There are no implied licenses in this Agreement. LeadSwell will treat any suggestions, comments, or feedback relating to LeadSwell’s business, services, and products (“Feedback”) that you provide as non-confidential and non-proprietary. You hereby grant LeadSwell the irrevocable, worldwide, fully transferable and sub-licensable right to use and exploit any Feedback that you provide in any manner and for any purpose without any obligation to compensate you.
4. Interaction with Other Users. You are solely responsible for your interactions with other users. LeadSwell reserves the right, but has no obligation, to monitor or take any action regarding disputes between you and other users. To the extent permitted under applicable laws, you hereby release LeadSwell from any and all claims or liability related to: (a) any content posted on the Site by other users; or (b) the conduct, whether online or offline, of any other user.
You hereby waive California Civil Code Section 1542 (and any similar provision in any other jurisdiction) which states: “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.”
5. Third Party Websites. Our Site may contain links to Internet sites and services maintained by third parties. We do not control, operate or endorse, in any respect, any information, products, or services on any such third-party site, and we are not responsible for any content or services contained therein. Many third-party sites and services have their own terms of use and privacy policies that differ from ours. This Agreement, including the Privacy Policy, only applies to the Site and does not apply to any other site or information, products, or services on such sites.
6. Availability and Modification of Program and Site. LeadSwell reserves the right, from time to time, to suspend, modify, or discontinue the Site, including the removal of any Site Content, in whole or in part, with or without notice. You agree that LeadSwell will not be liable to you or to any third party for any modification, discontinuance, or suspension of the Site or removal of any Site Content, in whole or in part.
7. Term and Termination. This Agreement will continue in full force and effect until terminated in accordance with this Agreement. We may terminate this Agreement at any time without notice for any reason or no reason. In addition, this Agreement will automatically terminate upon any breach of this Agreement by you. You may terminate this Agreement at any time by sending us an e-mail at sales at LeadSwell dot com. Upon any termination of this Agreement, your Account and right to access and use the Site will terminate immediately. You agree that we will have no liability to you for any costs, expenses, losses, damages, or liabilities relating to such termination. Even after such termination, the following provisions of this Agreement will remain in effect: Sections 2, 3.2, 4, and 7 through 17.
8. Warranty Disclaimer. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, LEADSWELL AND ITS LICENSORS AND PARTNERS PROVIDE THE SITE AND THE SITE CONTENT “AS-IS” AND “AS AVAILABLE” AND DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT. LEADSWELL AND ITS LICENSORS AND PARTNERS DO NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE SITE OR SITE CONTENT. LEADSWELL MAKES NO WARRANTY THAT THE SITE WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE. YOU AGREE THAT LEADSWELL IS NOT RESPONSIBLE FOR THE TIMELINESS, DELETION, OR MIS-DELIVERY OF CONTENT OR COMMUNICATIONS OR FAILURE TO STORE ANY PERSONALIZATION OR PREFERENCE SETTINGS. LEADSWELL DOES NOT ASSUME ANY OBLIGATION TO MONITOR ACTIVITIES CONDUCTED ON THE SITE.
9. Limitation of Liability. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, (A) LEADSWELL WILL NOT BE LIABLE FOR ANY LOSS OF USE, LOST PROFITS, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES RELATING TO THE SITE, THE SITE CONTENT, OR THIS AGREEMENT, EVEN IF LEADSWELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) LEADSWELL’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THE SITE, THE SITE CONTENT, AND THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL AT ALL TIMES BE LIMITED TO FIFTY U.S. DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. LEADSWELL DISCLAIMS ALL LIABILITY OF ANY KIND ON BEHALF OF LEADSWELL’S LICENSORS AND PARTNERS.
10. User Indemnification. You agree to indemnify and hold LeadSwell, its subsidiaries, affiliates, directors, officers, agents, and employees harmless from any and all losses, damages, liabilities, claims, demands, costs, or expenses, including reasonable attorneys’ fees, relating to (a) any User Content; (b) your use of the Site; (c) your breach of this Agreement; (d) breach or inaccuracy of any representation or warranty made by you under this Agreement; or (e) your violation of applicable laws or any of the rights of third parties.
11. Copyright Policy. You may not post, distribute, or reproduce in any way any LeadSwell copyrighted material, trademarks, or other proprietary information unless you have the right to do so. It is LeadSwell’s policy to, in its sole discretion, terminate the Account of any user who repeatedly infringes copyright rights of LeadSwell or third parties. LeadSwell will have the right to terminate your Account and bar you from the Site if you repeatedly infringe copyright rights of LeadSwell or any third party. If you believe that your work has been copied and posted on the Site in a way that constitutes copyright infringement, please follow the requirements for appropriate notifications under the Digital Millennium Copyright Act (DMCA), 17 U.S.C. § 512. At a minimum, you must provide our Copyright Agent with the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; an identification of the location on the Site of the material that you claim is infringing; your address, telephone number, and email address; a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. LeadSwell’s Copyright Agent for notice of claims of copyright infringement can be reached by writing the following:
LeadSwell, Inc
Attention: Copyright Agent
18 Bartol Street #1224
San Francisco, CA 94133
[email protected]
12. Disclosures. LeadSwell is located at 18 Bartol Street #1224, San Francisco, CA 94133. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Sites of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
13. Electronic Communications. The communications between you and LeadSwell use electronic means, whether you use the Site or send us emails, or whether LeadSwell posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from LeadSwell in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that LeadSwell provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.
14. Governing Law; Arbitration. This Agreement, and any claim, dispute or controversy relating to this Agreement, will be governed by the laws of California, without giving effect to any conflicts of laws principles that require the application of the laws of a different jurisdiction. Any action or proceeding relating to this Agreement must be brought in a federal or state court located in Santa Clara County, California and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding, except that: (i) a party bringing an action may choose to resolve the dispute through binding non-appearance-based arbitration in accordance with the following: (a) the arbitration will be provided through a nationally-recognized alternative dispute resolution provider mutually agreed upon by the parties; (b) the arbitration will be conducted in one or more of the following manners at the option of the party initiating arbitration: telephone, online, or written submissions; (c) the arbitration will not involve any personal appearances by the parties or witnesses unless otherwise agreed by the parties; and (d) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction; and (ii) LeadSwell may seek injunctive relief in any court having jurisdiction to protect its intellectual property or confidential or proprietary information.
15. General. The parties are independent contractors. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. All waivers by LeadSwell will be effective only if in writing. Any waiver or failure by LeadSwell to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. You acknowledge that the Site contains valuable trade secrets and proprietary information of LeadSwell, that any actual or threatened breach of Section 3 (Proprietary Rights) of this Agreement will constitute immediate, irreparable harm to LeadSwell for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. “Includes” and “including” are not limiting. This Agreement and the Privacy Policy constitute the final, complete, and exclusive agreement between the parties regarding the subject hereof and supersede all prior or contemporaneous agreements, understandings, and communication, whether written or oral.
16. Changes. Any changes to this Agreement will be effective immediately for new users of our Site; otherwise these changes will be effective upon thirty (30) calendar days following our posting of a notice on our Site. Continued use of our Site following notice of such changes shall indicate your acknowledgement of, and agreement to be bound by, such changes. Except as otherwise provided in this section, no amendment to this Agreement will be valid unless in a writing hand-signed by the parties.
17. Trademark and Copyright Notice. LeadSwell and other names, slogans, graphics, logos, and trade names used on the Site are the trademarks of LeadSwell and may not be used without LeadSwell’s permission. Third-party trademarks, service marks, and trade names that may appear on the Site are the property of their respective owners. Copyright © 2023 LeadSwell.