TERMS OF SERVICE

The Subscription Service is offered subject to your acceptance without modification of all of the terms and conditions contained herein and the Privacy Policy. Please read this Agreement carefully before accessing or using the Subscription Service. By accessing or using any of the services, you agree to become bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this Agreement, then you may not access the Subscription Service.

  1. Definitions
    1. Account” identifies you as a customer and provides you with a membership of the LeadGnome service. Your Account keeps track of your company’s information, administrator and Users, and subscription type.
    2. Agreement” means these Customer Terms of Service and all materials referred or linked to in here.
    3. Subscription” means the subscription quote document or subscription selection web page agreed to by You and LeadGnome that specifies subscription price, subscription type, usage limits, and subscription term.”
    4. Maximum Responses Analyzed” means the maximum number of reply emails you are permitted to mine per month with the Subscription Service as identified in your Subscription.
    5. Subscription Service” means our web-based email mining application that you have subscribed to or that we otherwise make available to you, and developed, operated, and maintained by us, accessible via www.leadgnome.com or another designated URL.
    6. Users” means your employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service.
    7. LeadGnome“, “we“, “us” or “our” means LeadGnome, Inc.
    8. You“, “your” or “Customer” means the person or entity using the Subscription Service identified in the applicable billing statement and/or Subscription Agreement.
  2. The Subscription Service
    1. By using the Subscription Service, you agree to the Agreement. Access to the Subscription Service is permitted only to those that fully agree with the terms and conditions of this Agreement.
    2. You agree that this Terms of Service Agreement and the relationship between the parties shall be exclusively governed by the laws of the Commonwealth of Massachusetts, U.S.A. without reference to conflicts of law principles. Both parties consent to the exclusive jurisdiction and venue of courts in Boston, Massachusetts, U.S.A. for all disputes arising out of or relating to the use of the Subscription Service.
    3. You must provide your legal full name, your valid business email address, and any other information requested in order to complete the registration process.
    4. You are responsible for maintaining the security of your Account and password. LeadGnome cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
    5. You will maintain full confidentiality over the Customer’s passwords related to the Subscription Service and the Customer’s Account. If the Customer becomes aware of any unauthorized use of its password or of the Customer’s Account, the Customer must notify LeadGnome immediately at support@leadgnome.com
    6. You may not use the Subscription Service for any illegal or unauthorized purpose. You must not, in the use of the Subscription Service, violate any laws in your jurisdiction (including but not limited to copyright laws and CAN-SPAM Act of 2003).
    7. The Customer undertakes not to harass, threaten, abuse or harm LeadGnome or other users of the Subscription Service in any way.
  3. Fees and Payments
    1. Subscription Fees. The Subscription Fee will remain fixed during the Subscription Term unless you choose to increase your Maximum Responses Analyzed. We will prorate your Subscription Fee for the remainder of the Subscription Term and the next Subscription Term.
    2. Billing. The Subscription Service is billed in advance of the Subscription Term and is non-refundable.
    3. Payment by credit card. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
    4. Payment against invoice. If you are paying by invoice, we will invoice you no more than forty-five (45) days before the beginning of the Subscription Term and each subsequent Subscription Term. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Subscription.
    5. Payment Information. You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made on your Account page within your LeadGnome portal. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term.
    6. Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service. You shall have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you are subject to GST, all fees are exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.
  4. Subscription Term, Termination, Suspension
    1. Term and Renewal. Your initial subscription period will be specified in your Agreement, and your subscription will automatically renew for the shorter of the subscription term, or one year. To prevent renewal of the subscription, you must give written notice and written notice must be received no less than forty-five (45) days in advance of the Subscription Term for annual subscriptions and no less than fifteen (15) days in advance of the Subscription Term for monthly subscriptions.
    2. No Early Termination; No Refunds. The Subscription Term will end on the expiration date and the subscription cannot be cancelled early. We do not provide refunds if you decide to stop using the LeadGnome subscription during your Subscription Term.
    3. Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers. This Agreement may not otherwise be terminated prior to the end of the Subscription Term. Should you decide not to renew, you may send the notice of non-renewal by email to accounting@leadgnome.com
    4. Suspension for Prohibited Acts. We may suspend any User’s access to any or all Subscription Services without notice for use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement.
    5. Suspension for Non-Payment. We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services ten (10) days after such notice. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.
  5. Intellectual Property
    1. This Agreement does not transfer from LeadGnome to you any LeadGnome or third party intellectual property.
  6. General Conditions
    1. Availability. We try to make the Subscription Service available 24 hours a day, 7 days a week, except for planned down-time for maintenance.
    2. Your use of the Subscription Service is at your sole risk. The Subscription Service is provided on an “as is” and “as available” basis.
    3. Among other things LeadGnome does not represent and warrant to the Customer that: the Customer’s use of the Subscription Service will meet the Customer’s requirements; the Customer’s use of the Subscription Service will be uninterrupted, timely, secure or free from error; any information obtained by the Customer as a result of the Customer’s use of the Subscription Service will be accurate, correct, reliable and up to date.
    4. Technical support is available via email, support@leadgnome.com
    5. You grant LeadGnome the right to add your name and company logo to our customer list and website.
    6. No warranties (incl. for satisfactory quality, fitness for purpose or conformance with description) apply to the Subscription Service except to the extent expressly stipulated in the Agreement. LeadGnome is not liable for any direct, indirect or consequential damage (incl. loss of profit, loss of data, loss of goodwill or business reputation) of the Customer, which may be incurred to the Customer in relation with the Subscription Service, including:
      1. damage resulting from any changes which LeadGnome may make to the Subscription Service;
      2. damage resulting from any permanent or temporary interruption in the provision of the Subscription Service;
      3. damage resulting from deletion of, corruption of, or failure to store, any Customer’s data;
      4. damage resulting from the Customer’s failure to provide LeadGnome with accurate Account information;
      5. damage resulting from the Customer’s failure to keep the Customer’s password or the details of the Customer’s Account secure and confidential.
    7. You must not modify, adapt or hack the Subscription Service or modify another website so as to falsely imply that it is associated with the Subscription Service.
    8. You understand that LeadGnome uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Subscription Service.
    9. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Subscription Service, use of the Subscription Service, or access to the Subscription Service without the express written permission by LeadGnome.
    10. The Customer must indemnify the Service Provider, its officers, directors, employees, agents, licensors, suppliers, etc. for any and all claims, liabilities, losses, expenses, damage and costs, including attorney’s fees, resulting from the breach of the Agreement, and from the activities on the Customer Account.
    11. The Customer agrees that LeadGnome may provide the Customer with notices, including those regarding changes to the Agreement, by email, regular mail, or postings on the Subscription Service.
    12. Nothing in the Agreement shall exclude or limit LeadGnome’s liability for damage, which may not be lawfully excluded or limited by the laws of the Commonwealth of Massachusetts, U.S.A.
    13. The failure of LeadGnome to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and LeadGnome and govern your use of the Subscription Service, superseding any prior agreements between you and LeadGnome (including, but not limited to, any prior versions of the Terms of Service).
    14. The Agreement is governed by the laws of the Commonwealth of Massachusetts, U.S.A.
    15. In case the Agreement has been translated into some other language than English and there are contradictions between the English version and the translation, then the English version shall prevail over the translation.
    16. Any disputes related to the Agreement are to be solved by means of negotiations. If the dispute cannot be solved by means of negotiations, the dispute shall be solved in the courts in Boston, Massachusetts, U.S.A.
    17. Questions about the Terms of Service should be sent to support@leadgnome.com


Data Processing Addendum for Customers

This Data Processing Addendum (“DPA“), forms part of the Agreement between LeadGnome and Customer and applies where, and to the extent that, LeadGnome processes Personal Data on behalf of Customer when providing Services under the Agreement. All capitalized terms not defined in this DPA shall have the meanings set forth in the Agreement.

  1. Definitions
    1. Affiliate” means an entity that directly or indirectly Controls, is Controlled by or is under common Control with an entity.
    2. Agreement” means the written or electronic agreement between Customer and LeadGnome for the provision of the Services to Customer.
    3. Control” means an ownership, voting or similar interest representing fifty percent (50%) or more of the total interests then outstanding of the entity in question. The term “Controlled” will be construed accordingly.
    4. Customer Data” means any Personal Data that LeadGnome processes on behalf of Customer in the course of providing Services.
    5. Security Incident” means any unauthorized or unlawful breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Customer Data.
    6. Data Protection Laws” means all data protection and privacy laws applicable to the processing of Personal Data under the Agreement, including, where applicable, EU Data Protection Law.
    7. Data Controller” means an entity that determines the purposes and means of the processing of Personal Data.
    8. Data Processor” means an entity that processes Personal Data on behalf of a Data Controller.
    9. EU Data Protection Law” means (i) prior to 25 May 2018, Directive 95/46/EC of the European Parliament and of the Council on the protection of individuals with regard to the processing of Personal Data and on the free movement of such data (“Directive“); and (ii) on and after 25 May 2018, Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (“GDPR“).
    10. EEA” means the European Economic Area (including the United Kingdom).
    11. Group” means any and all Affiliates that are part of an entity’s corporate group.
    12. Personal Data” means any information relating to an identified or identifiable natural person.
    13. Privacy Shield” means the EU-U.S. Privacy Shield self-certification program operated by the U.S. Department of Commerce and approved by the European Commission pursuant to Decision C(2016)4176 of 12 July 2016.
    14. Privacy Shield Principles” means the Privacy Shield Principles (as supplemented by the Supplemental Principles) contained in Annex II to the European Commission Decision C(2016)4176 of 12 July 2016 (as may be amended, superseded or replaced).
    15. Processing” has the meaning given to it in the GDPR and “process“, “processes” and “processed” will be interpreted accordingly.
    16. Services” means any product or service provided by LeadGnome to Customer pursuant to the Agreement.
    17. Sub-processor” means any Data Processor engaged by LeadGnome or its Affiliates to assist in fulfilling its obligations with respect to providing the Services pursuant to the Agreement or this DPA. Sub-processors may include third parties or members of the LeadGnome Group.
  2. Scope of this DPA
    1. This DPA applies where and only to the extent that LeadGnome processes Personal Data on behalf of Customer in the course of providing Services to the Customer pursuant to the Agreement.
  3. Roles and Scope of Processing
    1. Role of the Parties. As between LeadGnome and Customer, Customer is the Data Controller of Customer Data and LeadGnome shall process Customer Data only as a Data Processor acting on behalf of Customer.
    2. Customer Processing of Customer Data. Customer agrees that (i) it will comply with its obligations as a Data Controller under Data Protection Laws in respect of its processing of Customer Data and any processing instructions it issues to LeadGnome; and (ii) it has provided notice and obtained (or will obtain) all consents and rights necessary for LeadGnome to process Customer Data pursuant to the Agreement and this DPA.
    3. LeadGnome Processing of Customer Data. LeadGnome will process Customer Data only for the purpose of providing the Services and in accordance with Customer’s documented lawful instructions, as set forth in the Agreement and this DPA. The parties agree that the Customer’s complete and final instructions with regard to the nature and purposes of the processing are set out in this DPA. Processing outside the scope of these instructions (if any) will require prior written agreement between Customer and LeadGnome with additional instructions for processing.
    4. Details of Data Processing
      1. Subject matter: The subject matter of the data processing under this DPA is the Customer Data.
      2. Duration: As between LeadGnome and Customer, the duration of the data processing under this DPA is the term of the Agreement.
      3. Purpose: The purpose of the data processing under this DPA is the provision of the Services to the Customer and the performance of LeadGnome’s obligations under the Agreement and this DPA (or as otherwise agreed by the Parties).
      4. Nature of the processing: Identifying and analyzing emails to provide sales and marketing intelligence, and such other Services, as described in the Agreement.
      5. Categories of data subjects: Prospects, customers, business partners and vendors of Customer (who are natural persons); employees or contact persons of Customer’s prospects, customers, business partners and vendors; employees, agents, advisors, freelancers of Customer (who are natural persons).
      6. Types of Customer Data: Identification and contact data (name, address, title, job title, contact details, username); employment details (employer, job title, geographic location, area of responsibility); and IT information (IP addresses, usage data, cookies data, device specific information, connection data, location data).
    5. Notwithstanding anything to the contrary in the Agreement (including this DPA), the Customer acknowledges and agrees that, in the course of providing its Services, LeadGnome may from time to time use and process data (including Personal Data) for the purposes of creating statistics and analytics data. LeadGnome shall use such data for its own business purposes, as more particularly described in LeadGnome’s Privacy Policy, including to maintain and improve the Services and to monitor and analyze its activities in connection with the performance of the Services. LeadGnome shall ensure that: (i) any such data is effectively anonymized, pseudonymized and/or aggregated data so that it does not reveal the specific identity of any individual; and (ii) its use of such data will comply with Data Protection Laws. Subject to complying with this Section 3.5, nothing in the Agreement (including this DPA) shall prevent or restrict LeadGnome from using or sharing any such data.
  4. Subprocessing
    1. Authorized Sub-processors. Customer agrees that in order to provide the Services, LeadGnome may engage Sub-processors to process Customer Data. A list of LeadGnome’s current authorized Sub-processors is found in Annex A.
    2. Sub-processor Obligations. Where LeadGnome authorizes any Sub-processor as described in Section (a):
      1. LeadGnome will restrict the Sub-processors access to Customer Data only to what is necessary to assist LeadGnome in providing or maintaining the Services, and will prohibit the Sub-processor from accessing Customer Data for any other purpose;
      2. LeadGnome will enter into a written agreement with the Sub-processor imposing data protection terms that require the Sub-processor to protect the Customer Data to the standard required by Data Protection Laws; and
      3. LeadGnome will remain responsible for its compliance with the obligations of this DPA and for any acts or omissions of the Sub-processor that cause LeadGnome to breach any of its obligations under this DPA.
    3. LeadGnome will provide Customer with reasonable prior notice via email if it intends to make any changes to its Sub-processors. Customer may object in writing to LeadGnome’s appointment of a new Sub-processor, provided that such objection is based on reasonable grounds relating to data protection. In such event, the parties will discuss such concerns in good faith with a view to achieving resolution. If this is not possible, Customer may suspend or terminate the Agreement (without prejudice to any fees incurred by Customer prior to suspension or termination).
  5. Security Measures and Security Incident Response
    1. Security Measures. LeadGnome has implemented and will maintain appropriate technical and organizational security measures to protect Customer Data from Security Incidents and to preserve the security and confidentiality of the Customer Data (“Security Measures“).
    2. Updates to Security Measures. Customer is responsible for reviewing the information made available by LeadGnome relating to data security and making an independent determination as to whether the Services meet Customer’s requirements and legal obligations under Data Protection Laws. Customer acknowledges that the Security Measures are subject to technical progress and development and that LeadGnome may update or modify the Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services purchased by the Customer.
    3. Personnel. LeadGnome restricts its personnel from processing Customer Data without authorization by LeadGnome as set forth in the Security Measures, and shall ensure that any person who is authorized by LeadGnome to process Customer Data is under an appropriate obligation of confidentiality.
    4. Customer Responsibilities. Notwithstanding the above, Customer agrees that except as provided by this DPA, Customer is responsible for its secure use of the Services, including securing its account authentication credentials, protecting the security of Customer Data when in transit to and from the Services and taking any appropriate steps to securely encrypt or backup any Customer Data uploaded to the Services.
    5. Security Incident Response. Upon becoming aware of a Security Incident, LeadGnome will notify Customer without undue delay and will provide information relating to the Security Incident as it becomes known or as is reasonably requested by Customer. LeadGnome will also take reasonable steps to mitigate and, where possible, to remedy the effects of, any Security Incident.
  6. Audit Reports
    1. Upon request, LeadGnome shall supply a summary copy of its audit report(s) (“Report“) to Customer, which reports shall be subject to the confidentiality provisions of the Agreement.
  7. International Transfers
    1. Data center locations. LeadGnome may transfer and process Customer Data anywhere in the world where LeadGnome, its Affiliates or its Sub-processors maintain data processing operations. LeadGnome will at all times provide an adequate level of protection for the Customer Data processed, in accordance with the requirements of Data Protection Laws.
    2. Privacy Shield. To the extent that LeadGnome processes any Customer Data originating from the EEA and/or Switzerland under the Agreement, the Parties acknowledge that LeadGnome shall be deemed to provide adequate protection for any such Customer Data by virtue of having self-certified its compliance with Privacy Shield. LeadGnome agrees to protect such Personal Data in accordance with the requirements of the Privacy Shield Principles. If LeadGnome is unable to comply with this requirement, LeadGnome will inform Customer.
  8. Return or Deletion of Data
    1. Upon termination or expiration of the Agreement, LeadGnome shall (at Customer’s election) delete or return to Customer all Customer Data in its possession or control in accordance with the terms of the Agreement. This requirement shall not apply to the extent LeadGnome is required by applicable law to retain some or all of the Customer Data, or to Customer Data it has archived on back-up systems, which Customer Data LeadGnome shall securely isolate and protect from any further processing, except to the extent required by law.
  9. Cooperation
    1. To the extent that Customer is unable to independently access the relevant Customer Data within the Services, LeadGnome shall (at Customer’s expense) provide reasonable cooperation to assist Customer to respond to any requests from individuals or applicable data protection authorities relating to the processing of Personal Data under the Agreement. In the event that any such request is made directly to LeadGnome, LeadGnome shall not respond to such communication directly without Customer’s prior authorization, unless legally compelled to do so. If LeadGnome is required to respond to such a request, LeadGnome will promptly notify Customer and provide it with a copy of the request unless legally prohibited from doing so.
    2. If a law enforcement agency sends LeadGnome a demand for Customer Data (for example, through a subpoena or court order), LeadGnome will attempt to redirect the law enforcement agency to request that data directly from Customer. As part of this effort, LeadGnome may provide Customer’s basic contact information to the law enforcement agency. If compelled to disclose Customer Data to a law enforcement agency, then LeadGnome will give Customer reasonable notice of the demand to allow Customer to seek a protective order or other appropriate remedy unless LeadGnome is legally prohibited from doing so.
    3. To the extent LeadGnome is required under EU Data Protection Law, LeadGnome will (at Customer’s expense) provide reasonably requested information regarding the Services to enable the Customer to carry out data protection impact assessments and prior consultations with data protection authorities as required by law.
  10. General
    1. For the avoidance of doubt, any claim or remedies the Customer may have against LeadGnome, any of its Affiliates and their respective employees, agents and sub-processors arising under or in connection with this DPA, including: (i) for breach of this DPA; (ii) as a result of fines (administrative, regulatory or otherwise) imposed upon Customer; (iii) under EU Data Protection Law, including any claims relating to damages paid to a data subject; and (iv) breach of its obligations under the Privacy Shield, will be subject to any limitation of liability provisions (including any agreed aggregate financial cap) that apply under the Agreement. Customer further agrees that any regulatory penalties incurred by LeadGnome in relation to the Customer Data that arise as a result of, or in connection with, Customer’s failure to comply with its obligations under this DPA or any applicable Data Protection Laws shall count toward and reduce LeadGnome’s liability under the Agreement as if it were liability to the Customer under the Agreement.
    2. Any claims against LeadGnome or its Affiliates under this DPA shall be brought solely against the entity that is a party to the Agreement. In no event shall any party limit its liability with respect to any individual’s data protection rights under this DPA or otherwise.
    3. No one other than a party to this DPA, their successors and permitted assignees shall have any right to enforce any of its terms.
    4. This DPA will be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement, unless required otherwise by applicable Data Protection Laws.
    5. Customer acknowledges that LeadGnome may disclose the privacy provisions in this DPA to the U.S. Department of Commerce, the Federal Trade Commission, a European supervisory authority, or any other U.S. or EU judicial or regulatory body upon their lawful request.
    6. Except for the changes made by this DPA, the Agreement remains unchanged and in full force and effect. If there is any conflict between this DPA and the Agreement, this DPA shall prevail to the extent of that conflict.
    7. The provisions of this DPA are severable. If any phrase, clause or provision is invalid or unenforceable in whole or in part, such invalidity or unenforceability shall affect only such phrase, clause or provision, and the rest of this DPA shall remain in full force and effect.

Annex A – List of LeadGnome Sub-processors

LeadGnome may use Affiliates and a range of third party Sub-processors to assist it in providing the Services (as described in the Agreement). These Sub-processors set out below provide cloud hosting services; data warehouse services; telephony services; where applicable, credit card processing services; assist in providing sales and customer support; as well as incident tracking, response, diagnosis and resolution services.

Entity Name Corporate Location
Amazon Web Services 410 Terry Ave. North, Seattle, WA 98109-5210
BlueSnap Inc. 800 South Street, Suite 640, Waltham, MA 02453

 

Last updated February 9, 2018

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