Pay Per Lead Services – Terms and Conditions
IMPORTANT – READ CAREFULLY: BY CLICKING THE “I ACCEPT” BUTTON YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS. The Terms and Conditions herein, together with any schedules and the Signup Form constitute the agreement (“Agreement”) applicable to the purchase of Pay Per Lead Services (collectively, the “Services”; individually “Lead” or “Leads”) amongst You and HomeSafety.com, Inc., a Delaware Corporation, doing business as “HomeSafety.com” and any successor-in-interest or assignee of HomeSafety.com; located at 8 Beach St, New York, NY 10013 (hereinafter “HomeSafety.com”). “You”, ”Your” or “Yours” refers to either (a) the individual or entity that registered and/or provided HomeSafety.com his or her payment information for the Services, or (b) if the Services are being purchased on behalf of an entity by a representative of such entity, the “You” or “Your” refers to such entity. The Services are provided as part of a managed Pay Per Lead Program and service offering of HomeSafety.com which includes but is not limited to NitroQuotes for Security (“NitroQuotes”); NitroLeads for Security (“NitroLeads”); SecuritySystemQuotes.com or the Security Dealer Association (“SDA”), (collectively and hereinafter, the “Program” or “Programs”). If You do not agree with the terms of this Agreement, click the “CLOSE TAB” button and do not make any other use of the Services.
You may elect to purchase additional services from HomeSafety.com, or its affiliates, partners and/or other third parties, which have their own terms and conditions agreements and acceptable use agreements, aside from this Agreement. Those agreements should be presented to You at the time of purchase and it is then Your obligation to review, accept and abide by those agreements as well as this Agreement.
HomeSafety.com reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time and from time to time in its sole discretion, and to determine whether any such changes apply to both existing and future customers or solely to future customers. HomeSafety.com may make changes or modifications to referenced policies or guidelines without notice to You. Your continued use of the Services following HomeSafety.com’s posting of any changes or modifications will constitute Your acceptance of such changes or modifications.
- Obligations of HomeSafety.com. Subject to Your compliance with these Terms and Conditions, HomeSafety.com will provide, during the Term (as defined below) the following:
1.1. HomeSafety.com agrees to provide the Program Services referenced in these Terms and Conditions. In the event of any conflict between this Agreement and Program, this Agreement shall control.
1.2. Leads generated by users of the Program sites will be primarily delivered via email but can also be sent via HTTP web post. HomeSafety.com is not responsible for any failure to receive Leads due to spam filters, address-book filters, filters imposed by internet service providers, or failure on the part of Your email servers or internet service provider to deliver the Leads.
1.3. HomeSafety.com will provide access to the self-service Client Portal for Lead and account management.
1.4. Any other language in this contract notwithstanding, HomeSafety.com shall have the right to withhold the forwarding of any Leads to You for any reason in its sole discretion, provided that You will be charged only for those Leads that are actually forwarded to You by HomeSafety.com.
- Your Obligations.
2.1. You agree that by accepting this Agreement You waive Your right to dispute any credit card claims based on results or Lead quality for any of the Services listed herein. You also agree that Your sole source of dispute for results or Lead quality is as detailed in Section 3.2.
2.2. You agree to respond to every Lead within two (2) business days and otherwise to comply with the following:
- You shall honestly and accurately represent Your products and services to Customers and shall prominently disclose to Customers all essential contract or sale terms, including, without limitation, fees, cancellation penalties, and length of term of service, if applicable.
- You shall honor all rate and fee schedules under the terms offered to Customers. “Bait & switch” tactics will not be tolerated and may be cause for termination of service.
- You shall accurately portray Your affiliations (e.g., Dealer/ISO/agent/broker, etc.). You shall contact Customers in a polite, professional manner, limiting the number of calls-per-day within commercially reasonable standards, calling during normal business hours based on the time zone of Lead origin and otherwise complying with all applicable marketing laws.
- You shall refrain from making disparaging comments regarding other vendors participating in the Program.
- You shall perform all of Your obligations hereunder, including, without limitation, with respect to Your Customers, in accordance with industry standards and in compliance with all applicable laws and regulations.
2.3. Until such time as You receive Independent Verification (as defined below), You may not use the information in the Lead (“Lead Data”) for any reason other than to respond to the Lead solely with respect to Your own products and services, and may not disclose the Lead Data to any person or entity. “Independent Verification” means the Customer’s purchase of a product or service of Yours, or Your confirmation of the Lead Information accompanied by opt-in consent to the requested use or disclosure of such information by You (e.g., to add the Customer to a newsletter, magazine, or communication subscription). You may not respond to any Lead for purposes of cross-selling other products and services not sold by You. You many not provide any Lead to a third Party.
2.4. You agree not to submit a Lead using any of the Program or Program Partner sites, within any category on the Program or Program Partner sites in which Your products are also offered.
- Fees. You shall pay Fees as and when due according to the following:
3.1. Unless agreed otherwise, Lead Fees will be payable via credit card, and charged to the card specified on the Program Sign up Form or HomeSafety.com Credit Card Acceptance Form. Lead Fees are payable via a declining credit balance which is established when the account is opened and charged to the credit card referenced above. This initial charge amount will be the same amount charged upon every occurrence when the account balance is replenished. As each Lead is received it declines the balance by the cost of the Lead. When the account balance drops to the preset minimum amount the credit card is automatically charged again for the pre-set amount. By agreeing to this You explicitly understand that Your card will be charged on an ongoing basis and in some circumstances up to fourteen (14) days following the termination of Your account until such time that all Lead sources have ceased delivery.
3.2. In accordance with the Program policy, Your account may be credited for Fees previously charged for any Lead. Program lead credit policies can be found at http://www.n2omarketing.com/Pay-Per-Lead-for-Security-Dealers/Common-Questions.aspx. Credit requests must be submitted within seven (7) days of receipt or they are considered valid and no longer eligible. All credit requests must include all required Lead Data together with the reason the credit is being requested and all relevant supporting documentation. Credit requests must be submitted via the HomeSafety.com self-service Client Portal website found at https://www.homesafety.com/dealer-login/ and will not be reviewed otherwise. Past due accounts are not eligible for credits.
3.3. In the event of non-payment, HomeSafety.com reserves the right to suspend or terminate service until the account is current, and assess monthly interest at the highest rate permitted under applicable law. If Your account becomes more than 60 days past due, You shall pay HomeSafety.com’s costs of collection.
- Intellectual Property.
4.1. You may identify the related Program as the source of a Lead but otherwise shall have no right to use any logo(s), tradename(s) or trademark(s) (the “Marks”) of HomeSafety.com, NitroQuotes, NitroLeads, SecuritySystemQuotes.com, SDA, any Program Partner or their respective affiliates without HomeSafety.com’s prior written approval.
4.2. You grant HomeSafety.com a license to use the Marks of Your Company or its affiliates, as designated by You, (i) for the purposes of (x) identifying You to Customers or other HomeSafety.com, Program Site visitors, (y) identifying You on the HomeSafety.com, Program applicable pages, or (z) otherwise fulfilling HomeSafety.com’s obligations hereunder, and (ii) to promote and market the HomeSafety.com, Program Sites and Your representation thereon.
- Term. The term for the HomeSafety.com Services referenced in this Agreement is for a period of one (1) year, and thereafter will renew for additional terms of one (1) year unless otherwise stated on the Insertion Order and mutually agreed upon by both parties.
- Program Changes. Any changes requested to Your account including cancellation or territory coverage updates can take from seven (7) to ten (10) business days to implement. You are liable for any Leads that come in during this period. Program change requests must be submitted through the self-service Client Portal found at the following link https://www.homesafety.com/dealer-login/ or by completing the hard copy version of the Dealer Change Notification form and submitting to HomeSafety.com as indicated on the document. No other methods including verbal communication will be reviewed or considered valid. The date the request is received by HomeSafety.com in a permissible format is considered day one. Following the cancellation period HomeSafety.com will return any remaining funds.
7.1 The HomeSafety.com services outlined in this Agreement can be cancelled by You at any time provided fourteen (14) day notice is given. By accepting these Terms and Conditions You agree to provide fourteen (14) day notice and incur all costs associated with any Leads that are delivered during that period of time.
7.2 Either party may terminate the HomeSafety.com Services for any material breach of this Agreement, upon thirty (30) days prior written notice, provided that such breach has not been cured within such period, or immediately upon the other party’s bankruptcy or insolvency. In the event of termination by HomeSafety.com pursuant to the preceding sentence, You agree to immediately pay HomeSafety.com liquidated damages consisting of any outstanding Fees including any Fees associated with Leads that are delivered as specified in Section 6 plus an amount calculated by multiplying the Fees due under the most recent billing statement by the number of remaining billing cycles through the next expiration date of the then-current Term (had the agreement not been so terminated). The provisions of Sections 6-10, together with all payment obligations that shall have accrued as of such date, shall survive the expiration or sooner termination hereof.
- Representations and Warranties; Indemnifications.
8.1. You represent, warrant and covenant that: (i) all of the information provided to HomeSafety.com hereunder, including information submitted in connection with the Program Signup Form and through other methods including but not limited to, email, verbal conversations and documentation, is truthful and not misleading, fraudulent, defamatory, libelous, threatening, harassing, or obscene; (ii) You are authorized to provide the products and services set forth in the Program Signup Form or provided through other methods; (iii) You have the right to use each copyright, trademark, trade name, service mark, graphic, photograph, or any other intellectual property in the way it is used under this Agreement; and (iv) any advertising copy or materials and any linked advertising shall comply with all applicable laws and regulations.
8.2. You shall indemnify, defend and hold harmless HomeSafety.com and its affiliates, and each of their respective shareholders, owners, officers, directors, agents and employees, from and against any and all claims of loss, liability, costs or expenses (including reasonable attorneys’ fees) made against or sustained by them based on, arising out of or relating to (i) any third party claim arising out of or relating to a breach of any representation, warranty or covenant of You hereunder; or (ii) the Listing or any products or services of Yours, or (iii) any disputes between You and a Customer.
- DISCLAIMERS. HOMESAFETY.COM MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR NON-INFRINGEMENT OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE HOMESAFETY.COM AND CAMPAIGN SITES ANY PRODUCTS, SERVICES OR INFORMATION PROVIDED THROUGH THE HOMESAFETY.COM OR CAMPAIGN SITES OR THE ACCURACY OF, OR RESULTS TO BE OBTAINED BY, THE HOMESAFETY.COM SITE AND CAMPAIGN SITES. HomeSafety.com is not involved in any actual transactions between buyers and suppliers through the Program. Thus, HomeSafety.com has no control over the ability of buyers to purchase items or qualify for leases and other forms of credit. HomeSafety.com cannot and does not control whether or not buyers will complete the purchase of items for which they have requested proposals or quotes. Because user authentication on the Internet is difficult, HomeSafety.com cannot and does not guarantee that each buyer or supplier is whom he or she professes or claim to be. Buyers and suppliers will be able to communicate directly with each other before any transaction is complete. In the event You have a dispute with one or more buyers, You release HomeSafety.com, its affiliates, and the agents and employees of the foregoing (collectively, “HomeSafety.com Parties”) from any claims, demands, and/or damages arising out of or in any way connected with such dispute.
- Limitation of Liability. IN NO EVENT WILL ANY HOMESAFETY.COM PARTIES BE LIABLE FOR ANY DAMAGES CAUSED BY ANY QUOTE PROVIDED BY YOU TO A BUYER OR TRANSMISSION, COMMUNICATIONS OR COMPUTER SYSTEM FAILURES. IN NO EVENT WILL ANY HOMESAFETY.COM PARTIES BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR OTHER DAMAGES. IN NO EVENT WILL THE TOTAL LIABILITY OF THE HOMESAFETY.COM PARTIES EXCEED THE AMOUNT OF FEES PAID UNDER THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTH PERIOD.
11. Miscellaneous. This Agreement shall be governed by the laws of the State of New York without regard to its conflict of law provisions. All disputes in connection with this Agreement shall be subject to the exclusive jurisdiction of the federal or state courts located in, New York City, New York. This Agreement may not be amended other than in a written instrument signed by both parties. No waiver shall be enforceable against a party unless in writing and signed by such party. No waiver hereunder shall constitute a waiver of any subsequent breach. This Agreement is personal to You and may not be assigned without the prior written consent of HomeSafety.com. HomeSafety.com may assign this Agreement to any affiliate or any successor entity in a merger, consolidation, business combination or sale of all or substantially all of its assets. This Agreement will be binding upon and shall inure to the benefit of the parties and their respective permitted successors and assigns. This Agreement constitutes the entire agreement between HomeSafety.com and You, and supersedes any prior verbal or written agreements, regarding the subject matter hereof.