By using Lead Manager's online service, you agree to the following terms and conditions (the "agreement") governing your use of lead manager's online service, including offline components (collectively, the "service"). If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms "you" or "your" shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must select the "I decline" button and may not use the service.
As part of the Service, Lead Manager will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Lead Manager website incorporated by reference herein, including but not limited to Lead Manager's privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.
License Grant & Restrictions
Lead Manager hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Lead Manager and its licensors.
Access to Lead Manager is contingent upon having an active agency agreement or employment with Allstate, and terminating such agreement or employment will result in loss of access to Lead Manager.
You may not access the Service if you are a direct competitor of Lead Manager, except with Lead Manager's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You shall not (i) license, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Lead Manager immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Lead Manager immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Lead Manager user or provide false identity information to gain access to or use the Service.
Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments must be made in advance unless otherwise mutually agreed upon. All payment obligations are non-cancelable and all amounts paid are nonrefundable. Lead Manager reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.
Customers may interact with their Lead Manger account data via an API (Application Program Interface). Any use of the API, including use of the API through a third-party product that accesses Lead Manager, is bound by the terms of this agreement plus the following specific terms: You expressly understand and agree that Lead Manager shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Lead Manager has been advised of the possibility of such damages), resulting from your use of the API or third-party products that access data via the API. Abuse or excessively frequent requests to Lead Manager via the API may result in the temporary or permanent suspension of your account's access to the API. Lead Manager, in its sole discretion, will determine abuse or excessive usage of the API. Lead Manager will make a reasonable attempt via email to warn the account owner prior to suspension. Lead Manager reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice. Lead Manager also reserves the right to change the functionality available in the API
Billing and Renewal
Lead Manager charges and collects in advance for use of the Service. Fees for other services will be charged on an as-quoted basis. Lead Manager's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
You agree to provide Lead Manager with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Lead Manager reserves the right to terminate your access to the Service in addition to any other legal remedies.
Unless Lead Manager in its discretion determines otherwise: entities will be billed in U.S. dollars and be subject to U.S. payment terms and pricing schemes.
If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
Non-Payment and Suspension
In addition to any other rights granted to Lead Manager herein, Lead Manager reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for continued licensing during any period of suspension. If you or Lead Manager initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Lead Manager may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
Lead Manager reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Lead Manager has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
Termination upon Expiration/Reduction in Number of Licenses
This Agreement commences on the Effective Date. The term is indefinite and may be terminated at any time in Lead Manager's sole discretion unless a timeframe has been mutually agreed upon in an order form. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at Lead Manager's then current fees. Either party may terminate this Agreement or reduce the licensing, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the expiration of the then current License Term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), Lead Manager will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that Lead Manager has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.
Termination for Cause
Any breach of your payment obligations or unauthorized use of the Lead Manager Technology or Service will be deemed a material breach of this Agreement. Lead Manager, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, Lead Manager may terminate a free account at any time in its sole discretion. You agree and acknowledge that Lead Manager has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Lead Manager represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the Lead Manager documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
You shall indemnify and hold Lead Manager, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Lead Manager (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Lead Manager of all liability and such settlement does not affect Lead Manager's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
Lead Manager shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Lead Manager of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Lead Manager; provided that you (a) promptly give written notice of the claim to Lead Manager; (b) give Lead Manager sole control of the defense and settlement of the claim (provided that Lead Manager may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Lead Manager all available information and assistance; and (d) have not compromised or settled such claim. Lead Manager shall have no indemnification obligation, and you shall indemnify Lead Manager pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).
Disclaimer of Warranties
Lead Manager and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the service or any content. Lead manager and its licensors do not represent or warrant that (a) the use of the service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) the service will meet your requirements or expectations, (c) any stored data will be accurate or reliable, (d) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your requirements or expectations, (e) errors or defects will be corrected, or (f) the service or the server(s) that make the service available are free of viruses or other harmful components. The service and all content is provided to you strictly on an "as is" basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by lead manager and its licensors.
Lead Manager's services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Lead manager is not responsible for any delays, delivery failures, or other damage resulting from such problems.
Limitation of Liability
In no event shall either party's aggregate liability exceed the amounts actually paid by and/or due from you in the twelve (12) month period immediately preceding the event giving rise to such claim. In no event shall either party and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this service, including but not limited to the use or inability to use the service, or for any content obtained from or through the service, any interruption, inaccuracy, error or omission, regardless of cause in the content, even if the party from which damages are being sought or such party's licensors have been previously advised of the possibility of such damages.
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
Local Laws and Export Control
This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000
Lead Manager and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate body for such purposes.
Modification to Terms
Lead Manager reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes. We may also notify you at the time of signing into the application that terms have changed.
Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of Lead Manager but may be assigned without your consent by Lead Manager to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Lead Manager directly or indirectly owning or controlling 50% or more of you shall entitle Lead Manager to terminate this Agreement for cause immediately upon written notice.