Terms of Use Agreement

1. User's Acknowledgement and Acceptance of the Terms of Use Agreement

a. Legal Relationship. LeadWash, LLC ("We," "Us," or "Our") provides the leadwash.com  site (the "Website"), and web-based services, as described below (collectively, the "Services") to you, the user ("User," "You," or "Your"), subject to Your compliance and the compliance of Your Authorized Users (as defined herein) with all the terms and conditions contained or referenced in this Terms of Use Agreement (these "Terms of Use") as well as any other written agreement between Us and You, the terms and conditions of which are incorporated herein by reference. (We and You and sometimes hereinafter referred to individually as "Party" or collectively, as "Parties"). By using or accessing Our Website or the Services, You are entering into a binding legal agreement with Us to use Our Website and Services pursuant to these Terms of Use. In addition, when using the Website or the Services, Users shall be subject to any posted guidelines or rules applicable to the use of the Website or Services that may contain terms and conditions in addition to those in these Terms of Use.  All such guidelines or rules are hereby incorporated by reference into these Terms of Use. If you do not agree to be bound by and comply with these Terms of Use, please do not use Our Website or Services. 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 AND ANY OF ITS AUTHORIZED USERS.

b. Children's Online Privacy Protection Act. The Website and Services are not directed to persons under thirteen (13) years of age. In fact, access to and use of Our Website and Services is only offered to persons eighteen (18) years of age and older. If you are under 18 years of age, please do not access and use the Website or register to use Our Services.  

c. Legal Capacity to Accept Terms of Use.  To use the Website or Services, You must be no less than eighteen (18) years of age, be fully able and competent to enter into and abide by and comply with these Terms of Use. You hereby affirm that you are at least 18 years of age and are fully able and competent to use the Website and the Services.  You agree to be legally bound by and comply with these Terms of Use.  Use of Our Website and Services is not authorized by anyone under the age of 18. 

d. Changes to the Terms of Use. These Terms of Use are effective as of April 12, 2017. We expressly reserve the right to change these Terms of Use from time to time as we deem necessary or appropriate because of legal compliance requirements or changes in Our business practice.  When we make a material change, We will indicate that such a change has been made by revising the "Last Updated" date set forth at the end of these Terms of Use.  Nevertheless, We recommend that You review these Terms of Use periodically to remain current on Your legal rights and obligations regarding Your use of Our Website and Services. Your continued use of this Website or the Services after such changes will constitute acknowledgement of the changed Terms of Use and agreement to abide and be bound by such changes.    

2. Registration and Account Security

a. Registration. In order to access the Services, You will be required to register by setting up an account ("Account") with Us, which includes Your email address  and a password and providing other information as requested  (collectively, "Registration Information").  You agree to (i) provide accurate, current and complete Registration Information, (ii) maintain the security and confidentiality of Your user name and password, (iii) keep your Registration Information accurate, and (iv) assume full responsibility for any and all activities which take place on or through Your Account.  

b. Unauthorized Use. You agree to immediately notify Us of any unauthorized use of or access to Your Account.  We disclaim any and all liability and for any loss of any kind resulting, either directly or indirectly from Your failure to comply with this Section or from any unauthorized access to or use of Your Account. 

3. Purchase of Services

a. Fee.  Our Services are provided for a fee as set forth on Our Website. If You wish to purchase access to Our Services, You will be required to supply certain information including, without limitation, Your credit card number, expiration date of Your credit card, Your billing address, and the like. 

b. Credit Card. You represent and warrant that: (i) you have the legal right to use the credit card used in connection with the purchase of access to Our Services and (ii) the information You provide in connection with purchase of access to Our Services is true, correct, and complete.

c. Third Party Credit Card Processing. We may employ third-party services such as Stripe (or other payment processors), to facilitate Your payment for access to the Services.  By submitting the information necessary to process Your payment, You grant Us the right to provide the information to these third parties subject to Our Privacy Policy.  

d. Purchase of Credits.  Our Services are offered in exchange for credits, which you purchase from our Website. Once you have successfully purchased a package of credits ("Credits"), the Credits will automatically be added to Your Account and You will have access to the Services.  Except as otherwise stated herein, all fees paid for Credits are non-refundable.  Credits are non-transferable.  There is no time certain by which You must use your Credits. Credits do not expire.  You may purchase additional Credits at any time; additional Credits will be added to Your Account and cumulated with any previously purchased and unused Credits.  Each time You purchase or use Credits, You are deemed to be agreeing to be bound by these Terms of Use.  

e. Use of Credits.  The Credits held in Your Account will be debited one Credit for each contact processed by the Services. 

f. Refusal. We reserve the right to refuse Your attempt to purchase credits or access the Services if we suspect fraud or an unauthorized or illegal transaction in our sole discretion.

4. Description of Services

a. General. The Services, as more specifically described on the Website, are a web-based application which "cleans" and verifies certain fields of contact information, including but not limited to a contact's (i) first and last name, (ii) email address, (iii) title, (iv) employer's name, and (v) phone number, which information is uploaded by You in a file format designated by Us through the Website to the Services (each piece of contact information individually referred to as "Field," and collectively referred to as "User Data"). Once all Fields accepted by the Services have been successfully mapped, i.e., provided in a way so as to permit processing by the Services, You will be able to process Your User Data.  We will notify You by email when the processing of Your User Data is complete. The Services will flag those Fields within Your User Data which the Services were unable to verify automatically. We will present You with the opportunity to manually edit all Fields of flagged User Data. You may download Your file at this time or edit the flagged User Data and then download Your file.  Your file, as edited, will not be re-verified.  

Notwithstanding anything set forth herein to the contrary, We do not guarantee the accuracy of Your User Data after being processed by or through the Services.

b. Type of Contact Information; Number of Acceptable Fields.  The Fields which will be cleaned and verified by the Services are determined by Us and are subject to change without prior notice.  We may allow You to upload Fields in Your file that cannot be verified by the Services at the time of upload  ("Unverifiable User Data").  We reserve the right, at Our discretion, to restrict the quantity of Unverifiable User Data You can upload to the Services.

c. Deletion of Your File.  We may, at Our discretion, delete each User Data file You upload to the Services, whether or not it has been processed, thirty (30) days after said file was originally uploaded. In addition, we may, at Our discretion, delete a User Data file which has been processed and made available to You for download thirty (30) days after said User Data file was originally uploaded for processing, whether or not You have downloaded the file.  

d. Modification or Discontinuation of Services. We reserve the sole right to either modify or discontinue the Services, including any of the features of the Services, at any time with or without notice to You and without liability to You or any third party should We exercise such right.  In the event We discontinue the Services, You will receive a refund for Credits unused as of the date the Services are discontinued.  Any new features that augment or enhance the then-current Services or the Website shall also be subject to these Terms of Use.

 5. Rights Granted and Restrictions.

a. Permitted Use. Subject to the terms and conditions of these Terms of Use and to Your payment of the applicable fees, We grant You a non-transferable, non-exclusive, non-assignable, revocable, limited right to access the Services solely for Your internal business purposes. This right may be exercised exclusively by You, Your officers, employees, agents and subcontractors (collectively, "Authorized Users.") 

b. Prohibited Uses. You agree, for Yourself and all Your Authorized Users, as a condition of use of the Services, not to use the Services for any purpose that is unlawful, fraudulent or prohibited by these Terms of Use.  You and your Authorized Users may not use the Services in any manner that could damage, disable, overburden, or impair Our ability to make available the Website or the Services or interfere with any other party's use and enjoyment of the Website or Services. You and Your Authorized Users may not attempt to gain unauthorized access to any part of the Services, other accounts, computer systems or networks connected to the Website or the Services through hacking, password mining or any other means. You and Your Authorized Users may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. Except as expressly set forth herein, You and Your Authorized Users may not (i) copy, reproduce, alter, modify, transmit, perform, create derivative works of, publish, sub-license, distribute, or circulate the Services, or any associated applications, tools or data thereof; (ii) disassemble, decompile, or reverse engineer the software used to provide the Services, or use a robot, spider, or any similar device to copy or catalog any materials or information made available through the Services; or (iii) take any actions, whether intentional or unintentional, that may circumvent, disable, damage or impair the Website's or the Services' control or security systems, or allow or assist a third party to do so.

6. Conduct on Site

a. Use of Website and Services.  Your use of the Website and the Services is subject to all applicable laws and regulations, and You are solely responsible for the substance of Your communication through the Website.  By posting information in or otherwise using any communications service, chat room, message board, newsgroup, software library, or other interactive service that may be available to You on or through Our Website, you agree that You will not upload, share, post, or otherwise distribute or facilitate distribution of any content – including text, communications, software, images, sounds, data, or other information - that:

i.          is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates Our rules or policies;

ii          victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, nationality, age, or disability;

iii.        infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;

iv.        constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;

v.         contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or

vi.        impersonates any person or entity, including any of Our employees or representatives.

b. No Endorsement. We neither endorse nor assume any liability for the contents of any material uploaded or submitted by third party users of the Website or Services.  We generally do not pre-screen, monitor, or edit the content posted by users of communications services, chat rooms, message boards, newsgroups, software libraries, or other interactive services that may be available on or through the Website or the Services.   However, We and Our agents have the right at Our sole discretion to remove any content that, in Our judgment, does not comply with these Terms of Use and any other rules of User conduct for Our Website or Services, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such content. You hereby consent to such removal and waive any claim against Us arising out of such removal of content.

c. Use of Account.  In addition, You may not use Your Account to breach security of another account or attempt to gain unauthorized access to another network, server or other area of the Website. Not all areas of the Website or the Services may be available to You or other Authorized Users. You shall not interfere with anyone else's use and enjoyment of the Website or the Services or other similar services. Users who violate systems or network security may incur criminal or civil liability.

7. Third Party Sites and Information

The Website or the Services may provide links or references to other sites on the Internet or otherwise include references to information, documents, software, materials and/or services provided by other parties. These sites may contain information or material that some people may find inappropriate or offensive. These other sites and parties are not under Our control, and You acknowledge that We are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor are we responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the site or party by Us, or any warranty of any kind, either express or implied.  Different terms and conditions and privacy policies may apply to Your use of any other site.  We are not responsible or liable, directly or indirectly, for any damage, loss or liability caused or alleged to be caused by or in connection with any use or reliance on any content, products or services available on or through any such linked site.  

8. Intellectual Property Rights.

a. LeadWash Ownership.  The Website and the Services may be protected by certain intellectual property rights, other proprietary rights, international treaties and laws of the United States and other jurisdictions. We retain all right, title and interest, including but not limited to all copyright, patent, trade secret rights, moral rights and other intellectual property rights ("Intellectual Property Rights"), We have in and to the Website and the Services.

b. Third Party Ownership. Some components of the Website or the Services may be subject to "open source licenses," "free software licenses" or other third party licenses or provided with the permission of third parties ("Third Party Software").  Such Third Party Software is made available under the terms and conditions of the respective Third Party Software license or pursuant to the permission granted.  All Intellectual Property Rights in and to such Third Party Software are retained by the respective third parties. 

c. Limited Right. You acknowledge that You are acquiring only a limited right to use the Website and Services and not any Intellectual Property Rights of any party in or to the Website or the Services or any part thereof.

9. Content.

a. Definition. For purposes of these Terms of Use, "content" is defined as any information, data, including User Data, Unverifiable User Data, communications, software, photos, video, graphics, music, sounds, and other material and services that can be viewed by or has been uploaded by You on or to the Website or by using the Services.  This includes message boards, chat, and other original content.

b. Content Presented to You. By accepting these Terms of Use, You acknowledge and agree that all content presented to You on the Website or by using the Services is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of LeadWash, LLC, its licensors or third parties.  You are only permitted to use the content as expressly authorized by Us or the specific content provider. Except for a single copy made for personal use only, You may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any content from the Website or the Services in any form or by any means without prior written permission from Us or the specific content provider.  You are solely responsible for obtaining permission before reusing any copyrighted content that is available on the Website or through the Services.  Any unauthorized use of the content appearing on the Website or through the Services may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

c. Use of Content by You. Neither We nor Our licensors warrant or represent that Your use of content displayed on the Website or obtained through the Services will not infringe the rights of third parties. All custom graphics, icons, logos and service marks are registered trademarks, trademarks or service marks of LeadWash, LLC or its licensors.  All other registered trademarks, trademarks, and service marks are the property of their respective owners. Nothing in this Terms of Use grants You any right to use any registered trademarks, trademarks or service marks of LeadWash, LLC, its licensors or any third party. 

d. Content Provided by You.  Our Services allow you to submit, post, upload, send, (collectively, "transmit") content to or through Our Website or Services. You are responsible for the content that you transmit including the legality, reliability, and appropriateness of all such content. You represent and warrant that: (i) You are the owner of the content You transmit or that you have the legal right to use and transmit the content to the Website or Services, (ii) You have the legal right to grant Us the rights and licenses as provided in these Terms of Use, and (iii) the content transmitted by You to the Website or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate Your Account if Your content is found to infringe or violate the rights of any person. 

e. Use of Content by Us. Except as otherwise set forth in Our Privacy Policy, the terms and conditions of which are incorporated herein by reference, any content that You transmit to the Website or the Services, will be treated as non-confidential and non-proprietary. While You retain all rights in such content, You grant Us and Our agents and licensors a non-exclusive, paid-up, perpetual, and worldwide right to copy, store, distribute, display, perform, publish, translate, adapt, modify, and otherwise use such content for any purpose regardless of the form or medium (now known or not currently known) in which it is used.  This right continues even after You stop accessing the Website or Services. Consequently, do not submit confidential or proprietary information to Us.  

10. User Data and Unverifiable User Data.

a. Rights Granted. Notwithstanding anything set forth herein to the contrary, for the avoidance of doubt, You hereby grant to Us a non-exclusive license to use, rent, copy, reproduce, modify, store, distribute, publish, export, transfer, adapt, edit and translate the User Data and Unverifiable User Data. You also grant Us a non-exclusive right to sub-license these rights to Our hosting, connectivity, telecommunications and such other service providers to the extent reasonably required for the performance of the Services.

b. Representations Regarding User Data. You represent and warrant that Your, Our and Our third party service providers' use of the User Data, before and after processing, and after editing by You, pursuant to these Terms of Use, will not (i) violate any applicable law, statute, rule or regulation, (ii) infringe the Intellectual Property Rights or other legal rights of any person or entity, or (iii) give rise to any cause of action against You or Us or Our third party service providers in any jurisdiction under any applicable law.

c. Representations Regarding Unverifiable User Data. You also represent and warrant that Your, Our and Our third party service providers use of the Unverifiable User Data pursuant to these Terms of Use, will not (i) violate any applicable law, statute, rule or regulation, (ii) infringe the Intellectual Property Rights or other legal rights of any person or entity, or (iii) give rise to any cause of action against You or Us or Our third party service providers in any jurisdiction under any applicable law.

d. Our Use of User Data and Unverifiable User Data.  We may use, store, rent, transfer, copy, reproduce, export, distribute, publish, transfer, adapt, edit, translate or modify for Our own business purposes, including but not limited to, disclosing or making available to third parties (i) User Data, as initially uploaded, after processing, and/or after editing, and (ii) Unverifiable User Data. This Section 10 shall survive the termination of these Terms of Use. 

11.  Unauthorized Use of Content

a. Notification. We respect the intellectual property of others, and We ask You to do the same. If You believe Your, or those of someone on whose behalf You have the legal right to act, copyright, trademark or other property rights have been infringed by content on Our Website or the Services, You should send notification to the email address below immediately. To be effective, the notification must:

i. Identify in sufficient detail the copyrighted work that You believe has been infringed upon or other information sufficient to specify the copyrighted work being infringed;

ii. Identify the material that You claim is infringing the copyrighted work listed in item "i" above;

iii. Provide information reasonably sufficient to permit Us to contact You (email address is preferred);

iv. Provide information, if possible, sufficient to permit Us to notify the owner/administrator of the allegedly infringing webpage or other content (email address is preferred);

v. Include the following statement: "I have a good faith belief that use of the copyrighted materials described above as allegedly infringing is not authorized by the copyright owner, its agent, or the law."

vi. Include the following statement: "I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;" and

vii. Be signed by You and sent via email to legal@leadwash.com.

b. Removal of Infringing Materials. You acknowledge and agree that upon Our receipt of a notice of a claim of copyright infringement, We may immediately remove the identified materials from Our Website or Services without liability to You or any other party and that the claims of the complaining party and the party that originally posted or provided the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.

12. Disclaimer of Warranties

THE WEBSITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE WEBSITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE WEBSITE OR THE SERVICES OR A THIRD PARTY WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

THE WEBSITE OR THE SERVICES COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE WEBSITE OR THE SERVICES, INCLUDING THE PRICES OF THE SERVICES, AT ANY TIME WITHOUT NOTICE.  THE CONTENT ON THE WEBSITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH CONTENT.

THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY CONTENT OR SERVICES THROUGH THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

13. Third Party Transactions.

Through Your use of the Website and the Services, You may have opportunities to engage in commercial transactions with other users and third party product or service providers. You acknowledge that all transactions relating to any products or services offered by any such party, including, but not limited to, the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller of such products and services and You. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THE WEBSITE OR THE SERVICES, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THE WEBSITE OR THE SERVICES FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US.

14. Opinions of Third Parties.

Content available on the Website or through the Services may represent the opinions and judgments of an information provider, site user, or other person or entity not connected with Us. We do not endorse, nor are We responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized LeadWash, LLC spokesperson speaking in his/her official capacity. Please refer to the specific editorial policies, if any, posted on the Website for further information regarding which policies are incorporated by reference into these Terms of Use.

15. Availability of Website and Services. 

a. Interruptions and Delays. You understand and agree that temporary interruptions of the availability of the Website or the Services may occur as normal events. You further understand and agree that We have no control over third party networks You may access in the course of Your use of the Website or Services, and therefore, delays and disruption of other network transmissions are completely beyond Our control.

b. Timeliness. You understand and agree that the Services are provided "AS IS" and that We assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings or any User Data or Unverifiable User Data.

16. Limitation of Liability

NOTWITHSTANDING ANYTHING SET FORTH HEREIN TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE LIABILITY OF LEADWASH, LLC, ITS AFFILIATES, PARTNERS, MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, ADVISORS AND AGENTS TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO LEADWASH, LLC FOR THE CREDITS PURCHASED IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE SUCH CAUSE OF ACTION ALLEGEDLY AROSE.   IN NO EVENT WILL LEADWASH, LLC, ITS AFFILIATES, PARTNERS, MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, ADVISORS OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGE OF ANY KIND, OR ANY DAMAGE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, ARISING FROM YOUR USE OF THE WEBSITE, THE SERVICES, OR ANY OF THE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE WEBSITE OR THE SERVICES, EVEN IF LEADWASH, LLC, OR ANY OF ITS AFFILIATES, PARTNERS, MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, ADVISORS OR AGENTS ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO US FOR USE OF THE SERVICES, UNLESS OTHERWISE PERMITTED BY LAW, YOU SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM US, REGARDLESS OF THE CAUSE OF ACTION. 

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THE WEBSITE OR THE SERVICES OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THE THIRD PARTY WEBSITES, INCLUDING WITHOUT LIMITATION, THE PROCESSING OF ORDERS.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IF SO DIRECTED BY LAW.

17. Indemnification

To the fullest extent permitted by law, You agree to fully indemnify, hold harmless and defend Us, Our subsidiaries and affiliates, and each of Our members, managers, directors, officers, agents, advisors, contractors, partners, licensors, and employees from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable attorneys' fees and costs), whether or not involving a third party claim, which arise out of or relate to, directly or indirectly, Your use of the Website or the Services, Your use of any third party product or services provided by third parties that are made available by the Website or the Services, or any violation of these Terms of Use or of any law, rule, regulation or order, or the rights of any third party, including without limitation, any violation of any third party's privacy right or PII (as defined in the Our Privacy Policy) arising out of Your use of the Website or Services.  This indemnity shall survive any termination of Your use of the Website or the Services.

18. Participation in Promotions

From time to time, the Website may include advertisements provided by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products and services. Any such correspondence or promotions, including the delivery of, and the payment for, goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between You and the third party. We assume no liability, obligation or responsibility for any part of any such third party transaction. 

19. E-mail, Messaging, Blogging, and Chat Services

a. Communications Services. We may make email, messaging, blogging or chat services (collectively, "Communications") available to users of our Website or Services, either directly or through a third-party provider. We may make available separate supplemental agreements characterizing the relationship between You and Us that, except where expressly noted or contradictory, include these Terms of Use.

b. Private Communications. We will not inspect or disclose the contents of private Communications except with the consent of the sender or the recipient, or in the narrowly-defined situations provided under the Electronic Communications Privacy Act, or as otherwise required by law or by court or governmental order.

c. Spam. We may employ automated monitoring devices or techniques to protect Our users from mass unsolicited communications (also known as "spam") and/or other types of electronic communications that We deem inconsistent with Our business purposes. However, such devices or techniques are not perfect, and We will not be responsible for any legitimate communication that is blocked, or for any unsolicited communication that is not blocked.

d. Mailboxes. If we make mailboxes available, these mailboxes may have a limited storage capacity. If You exceed the maximum permitted storage space, We may employ automated devices that delete or block email messages that exceed the limit. We will not be responsible for such deleted or blocked messages.

20. International Use

Although the Website and the Services may be accessible worldwide, We make no representation that the content on the Website or the Services, or that use of or access to the Website or Services, is legally permissible outside the United States. Those who choose to access the Website and Services from outside the United States do so at their own risk and on their own initiative and are solely responsible for compliance with all applicable laws.  Any offer for any product, service and/or information made in connection with the Website or the Services is void where prohibited.

21. Termination of Use

a. Termination or Suspension.  You agree that We may, in Our sole discretion, terminate or suspend Your access to all or part of the Website or the Services with or without notice and for any reason, including, without limitation, breach of these Terms of Use. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating Your relationship and may be referred to appropriate law enforcement authorities.

b. Access Denied. Upon termination or suspension, regardless of the reasons therefore, Your right to use the Website and Services immediately ceases, and You acknowledge and agree that We may immediately deactivate or delete Your Account and all related information and files in Your Account and/or bar any further access to such files, the Website or the Services.   We shall not be liable to You or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by Us in connection with such termination or suspension. 

c. Refund. Notwithstanding anything set forth herein to the contrary, if We terminate Your access to the Services for any reason other than Your breach of these Terms of Use, You may be eligible to receive a refund of the fees you paid for any unused Credits.   

22. Governing Law

The Website and the Services (excluding any linked sites) are controlled by Us from Our offices within the District of Columbia, United States of America and can be accessed from all 50 states and the District of Columbia, as well as from other countries around the world. As each of these places has laws that may differ from those of the District of Columbia, by accessing the Website and the Services both You and We agree that the laws of the District of Columbia, without regard to the conflicts of laws principles thereof or the United Nations Convention on the International Sales of Goods, will apply to all matters, including but not limited to any legal suit, action or proceeding arising out of or related to these Terms of Use or Your use of the Website or Services.   You and We agree and hereby submit to the exclusive personal jurisdiction and venue of any court of competent jurisdiction located in the District of Columbia, with respect to all such matters. 

23. Notices

You agree to receive any and all required notices electronically at the email address provided by You upon registration with Us.  All notices to Us shall be in writing and shall be made via email at legal@leadwash.com. We may broadcast notices or messages through the Website to inform You of changes to the Services or other matters of importance, and such broadcasts shall constitute notice to You at the time of sending.

24. Entire Agreement

These Terms of Use constitute the entire agreement and understanding between You and Us concerning the subject matter of these Terms of Use and supersede all prior agreements and understandings of the parties with respect to that subject matter. These Terms of Use may not be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by You and Us. To the extent that anything in or associated with the Website or the Services is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence.

25. Export Restrictions.

a. Prohibited Countries. The Services may be subject to export laws and regulations of the United States and other jurisdictions.  We prohibit the unauthorized use of the Services in embargoed countries and regions, which, as of the date these Terms of Use were last updated, include Cuba, Iran, North Korea, Sudan, Syria, and the region of Crimea ("Prohibited Countries").

b. Denied Parties List. The Services may not be exported to, re-exported to, transferred to, or used by any restricted person or entity, including those listed on the U.S. Treasury Department's list of Specially Designated Nationals, the U.S. Department of Commerce Denied Person's List or Entity List, the State Department's Debarred list, or similar denied parties list  (collectively, "Denied Parties List") without prior authorization by the U.S. Government.

c. Prohibited End Uses. The Services also may not be exported, re-exported, or transferred if for use directly or indirectly in any prohibited activity described in Part 744 of the U.S. Export Administration Regulations, including certain nuclear, chemical or biological weapons, rocket systems or unmanned air vehicle end-uses.

d. Representations and Warranties.  You represent and warrant that (i) You will not export, re-export, sell or supply, directly or indirectly, from the United States, or if You are a U.S. citizen, from wherever You are located, the Services to any of the Prohibited Countries without prior authorization by the U.S. Government, (ii) You will not export, re-export, or transfer the Services to any restricted person or entity, including those on the Denied Parties List, (iii) You are not on the Denied Parties List, and (iv) You will not export, re-export or transfer the Services for use, either directly or indirectly, in any prohibited activity described in Part 744 of the U.S. Export Administration Regulations, including certain nuclear, chemical or biological weapons, rocket systems or unmanned air vehicle end-uses.

26. Free Trial.  We may, from time to time, make the Services available free of charge ("Free Trial"), for a limited amount of time ("Free Trial Period").  If You are accessing the Services pursuant to a Free Trial, You are granted a non-transferable, non-exclusive, non-assignable, revocable, limited right to access the Services solely for Your internal business purposes during the Free Trial Period upon the expiration of which Your Free Trial access to the Services will be terminated. Except as set forth in this paragraph, all of the terms contained in these Terms of Use shall apply to Your access to the Website and the Services during the Free Trial Period.

27. Service Support. If You need assistance regarding Your use of the Services, please email support@leadwash.com.

28. Taxes.   All payments required by these Terms of Use are exclusive of taxes except sales tax, when required pursuant to applicable law.  You agree to be responsible for the payment of all other taxes, duties, tariffs, and the like, if any, resulting from Your payments to Us pursuant to these Terms of Use.

 

29. Miscellaneous

a. Cause of Action.  Any cause of action brought by You against Us or Our licensors must be instituted within one year after the cause of action arises or be deemed forever waived and barred.

b. Assignment. You may not assign Your rights and obligations under these Terms of Use to any party, and any purported attempt to do so will be null and void ab initio. We may freely assign Our rights and obligations under these Terms of Use.

c. Force Majeure. In addition to any excuse provided by applicable law or as set forth in these Terms of Use, We shall be excused from liability for non-delivery or delay in delivery of the Services available through Our Website arising from any event beyond Our reasonable control, whether or not foreseeable by either Party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond Our reasonable control, whether or not similar to those which are enumerated above.

d. No Third Party Beneficiaries.  These Terms of Use are exclusively for the benefit of the Parties and may not be enforced by any party other than a Party hereto.  These Terms of Use shall not give rise to liability to any third party other than the authorized successors and assigns of the Parties.    

e. Severability. If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

f. No Waiver. Any failure by Us to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision.

30. Contact Information

Except as may be explicitly set forth on the Website, the Services available through the Website are offered by LeadWash, LLC, a Delaware limited liability company, having a principal office located at 1015 15th Street NW, #600, Washington, D.C.  20005.  If You notice that any user is violating these Terms of Use or You have any questions about these Terms of Use, please contact Us via email at support@leadwash.com.

 

Last Updated: April 12, 2017


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