Terms of Service

2a. Lead Prosper

Lead Prosper is a real-time lead-processing platform that our subscribers may use to capture, enhance, filter, and distribute business lead data collected through website forms to their intended recipients.

2b. Accessing Lead Prosper

Our services are generally intended for business enterprises and their employees, contractors, and other agents (collectively, our “Subscribers”). These Terms apply to our Subscribers (including their individual employees, contractors, and other agents, as “End Users”), as well as, individual users that access and use our Website or Platform at any time (“Website Users” together with “Subscribers” are “Users”, “you” or “your”). Lead Prosper is not intended for any Users under the age of eighteen (18) years old.

USERS SHALL NOT, COPY, DISTRIBUTE, REPRODUCE, MODIFY, MIRROR, FRAME, PUBLICLY DISPLAY, PUBLICLY PERFORM, TRANSLATE, CREATE DERIVATIVE WORKS, REPUBLISH OR TRANSMIT LEAD PROSPER IP (DEFINED BELOW), THE WEBSITE, THE PLATFORM, OR THE SERVICES, IN WHOLE OR IN PART, OR IN ANY WAY, WITHOUT OUR PRIOR WRITTEN AND EXPRESS CONSENT.

VIOLATION OF THESE TERMS MAY SUBJECT YOU TO PENALTY OR STATUTORY DAMAGES PURSUANT TO APPLICABLE COPYRIGHT, TRADEMARK, AND PATENT LAWS.

2c. Subscription Accounts

Our Subscribers acknowledge and agree that they control access by their End Users and are responsible for their use of the services in accordance with these Terms.

To access the Services, Subscribers may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide to us is correct, current, and complete. You agree that all information you provide to use the Website or the Services is governed by our Privacy Policy and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You acknowledge that your account is personal to you and agree not to provide any other person with access to our Services or portions of it using your user name, password, or other security information. If you are using the Services for or on behalf of an organization, you are agreeing to these Terms on behalf of that organization, and you represent and warrant that you can do so. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time, if, in our opinion, you have violated any provision of these Terms.

SUBSCRIBERS ACKNOWLEDGE AND AGREE THAT THE SERVICES AND SALE OF DATA THROUGH THE SERVICES IS INTENDED FOR THE LIMITED PURPOSES OF PROVIDING COMMERCIAL VALUE TO LEGITIMATE BUSINESS ENTERPRISES AND ARE NOT INTENDED TO BE AND SHALL NOT BE USED DIRECTLY OR INDIRECTLY FOR ANY ILLEGAL PURPOSES.

IF YOU USE OR ACCESS LEAD PROSPER TO RECEIVE ANY DATA YOU ACKNOWLEDGE AND AGREE THAT YOU DO SO AT YOUR OWN RISK AND RELEASE LEAD PROSPER FROM ANY AND ALL LIABILITY RELATING THERETO. ANY CLAIMS REGARDING DATA RECEIVED THROUGH LEAD PROSPER SHALL BE AGAINST THE PARTY THAT AGREED TO USE OUR WEBSITE TO SEND YOU TO THE DATA.

2d. Changes to Lead Prosper

We reserve the right to withdraw, limit, or amend our Services, Platform, or the Website in our sole discretion and without notice. We will not be liable if for any reason all or part of the Website or the Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of, or the entirety of, the Website or the Services, to Website Users or Subscribers.

3a. User Rules and Restrictions

You acknowledge and agree that you are fully responsible and liable for any and all data you submit, share, or transfer through the Services. You shall not use Lead Prosper to (i) upload, transfer, or display, any material that is (a) highly sensitive information, such as, social security information, confidential health information as classified under HIPAA, credit card or other financial information, driver’s license, passport, racial, ethnic, religious, philosophical, genetic, or similar information that would reasonably be considered to be highly sensitive information (“Sensitive Data”); (b) unlawful, defamatory, libelous, obscene, indecent, abusive, offensive, harassing, violent, hateful, threatening, inflammatory, discriminatory or is otherwise objectionable; or (c) false, misleading, fraudulent, or inaccurate; (ii) promote sexually explicit content; violates the legal rights (including the rights of publicity and privacy) of others or contains any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy; (iii) pose a reasonable threat to personal or public safety; (iv) infringe any patent, trademark, trade secret, copyright, or other intellectual property or privacy, publicity, or other rights of any other person; (v) share any unsolicited or unauthorized advertising or promotional materials (e.g. spam, junk mail, chain letter) or any other form of solicitation that is in violation of the CAN-SPAM Act or TCPA; (vi) copy, modify, or create derivative works of the Website or the Services, in whole or in part; (vii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Website or Services to any unauthorized third-party; (viii) falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origins or source of software or other material contained in a file that is uploaded; (ix) impersonate any person or entity without proper authorization from that person or entity; (x) falsely state or misrepresent your affiliation with any person or entity, including the origin of any information you provide; (xi) engage in any other conduct that restricts or inhibits any person from using or enjoying the Website or the Services, or that in our sole discretion, exposes us or any of our users, employees, affiliates, or any other third-party to any liability, damage, or detriment of any type; or (xii) violate any applicable laws or regulations, including without limitation, the GDPR, HIPAA, or CCPA.

You further agree not to: (i) reproduce, duplicate, copy, download, store, further transmit, disseminate, distribute, transfer or otherwise exploit the Platform, Website, or the Services, or any portion thereof without the prior written consent of Lead Prosper; (ii) reverse engineer, disassemble, decompile, decipher, decrypt, decode, adapt, or otherwise attempt to derive or gain access to any component of the Website or the Services, in whole or in part; (iii) remove any proprietary notices from the Website or Services (iv) use any device, software, or routine to interfere or attempt to interfere with the proper working of the Website or the Services, or attempt to probe, scan, test the vulnerability of, or breach the security of any Lead Prosper system or network; (v) introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technically harmful; (vi) use any robot, spider, intelligent agent, or other automatic device or manual process to search, monitor, or copy the Website, or the reports, data, information, content, software, products, or other materials on, generated by or obtained from the Services or any other unauthorized automated means to compile information without Lead Prosper’s permission, with the exception of generally available third-party web browsers; (vii) obtain or attempt to gain unauthorized access to other computer systems, materials, information, or any services available on or through the Website or the Services; (viii) use the Services in any manner that could damage or overburden any Lead Prosper server, or any network connected to any Lead Prosper server, as all servers have limited capacity and are used by many people; (ix) collect or harvest any information or data, including account names, from Lead Prosper; or (x) remove, circumvent, disable, damage, or otherwise interfere with Lead Prosper’s security related features.

YOU SHALL BE SOLELY LIABLE FOR ANY HARM RESULTING FROM ANY OF THE ABOVE. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS LEAD PROSPER FROM ANY CLAIMS, ACTIONS, LOSSES, HARM, DAMAGE, INJURY, COST, OR EXPENSE ARISING OUT OF OR RESULTING FROM YOUR BREACH OF THESE TERMS.

Violation of system or network security and certain other conduct may result in civil or criminal liability. We may investigate and work with law enforcement authorities to prosecute users who violate these Terms. We may suspend or terminate your access to the Website and/or Services for any or no reason at any time without notice.

3b. User Representations and Warranties

As a condition to using the Services, you represent and warrant that: (i) your transfer of data is in compliance with any applicable laws, these Terms, and our Privacy Policy; (ii) you have separately entered into valid and binding agreement with any intended recipient of your data and the terms of such agreement, (a) do not contradict these Terms or our Privacy Policy; and (b) require the intended recipient to maintain any data received through the Services (at a minimum) with the same level of privacy provided in our Privacy Policy and any applicable law; (c) your use of the Services will not infringe, misappropriate, or violate the intellectual property rights of any third-party; (d) you have obtained all proper rights and permissions to transfer data through the Services; and (e) your use of the Services do not and will not breach any agreement with a third-party.

4a. Subscriber Data

The Services allow Subscribers to submit and transfer Subscriber Data to their designated recipients. “Subscriber Data” means potential customer or business information (leads) and other information transmitted to the Services by Subscriber or collected by the Services on Subscriber’s behalf, excluding any Usage Data. “Usage Data” means information regarding a User or Subscriber’s use of the Website or Service that we collect for the purpose of providing the Website or Services. For the avoidance of doubt, Usage Data does not include any Subscriber Data. Subscriber owns all Subscriber Data.

4b. Confidentiality

SUBJECT TO OUR PRIVACY POLICY, AND EXCEPT FOR SUBSCRIBER’S PRIOR WRITTEN CONSENT, LEAD PROSPER CANNOT VIEW, ACCESS, OR DISTRIBUTE SUBSCRIBER DATA WHICH I KEPT STRICTLY CONFIDENTIAL.

4c. Sensitive Data

Sensitive Data Fields refer to any fields within your campaigns that contain information considered sensitive, such as but not limited to personal identification numbers, financial information, health records, or any data that may be protected by applicable privacy laws and regulations. Fields marked as sensitive data will be used to transmit a data value one time, and then dropped. The value will never be stored and will be replaced in all logs, analytics, and any other storage by ***.

You, as the user of our services, are responsible for identifying and marking any fields within your campaigns that contain sensitive information as "Sensitive Fields" through our platform's designated settings. If you have fields containing sensitive information within your campaigns and fail to enable them as Sensitive Fields within 14 days of campaign creation or update, Lead Prosper reserves the right to initiate a deletion process for the campaign in question. If sensitive data fields remain unmarked as Sensitive Fields after the notification period and the subsequent grace period, Lead Prosper will proceed to permanently delete the campaign containing the sensitive data fields. This action is irreversible, and Lead Prosper will not be liable for any data loss resulting from this process.

4d. Data Security

Lead Prosper will maintain appropriate administrative and technical safeguards to ensure the protection of the security, confidentiality, and integrity of Subscriber Data in accordance with our Privacy Policy. Subscribers are solely responsible for adequately securing, protecting, and backing up its Subscriber Data.

4e. Data Storage

Lead Prosper is not intended for long-term data storage and will only hold onto Subscriber Data, such as, leads and logs for a limited amount of time. Subscribers who wish to maintain such information for future use will be required to extract it from the Website. Lead Prosper reserves the right to delete Subscriber Data, logs, or other leads stored with Lead Prosper that is more than ninety (90) days old. Lead Prosper is not responsible for storing any Subscriber Data, logs, or leads beyond ninety (90) days and Subscriber expressly releases Lead Prosper from any and all liability relating to Subscriber Data

4f. Export Compliance

The Services and other Lead Prosper technology and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each Lead Prosper and Subscriber represent that it is not on any U.S. government denied-party list. Subscriber will not permit any User to access or use the Services in connection with or in any U.S. embargoed country or region (currently, the Crimea, Luhansk or Donetsk regions, Cuba, Iran, North Korea, Russia, or Syria) or as updated from time to time, or in violation of any U.S. export law or regulation.

5a. Generally

All contents, features, and functionality (including but not limited to all information, software, text, trademarks, logos, displays, images, video, and audio, and the design, selection, and arrangement thereof) included on the Website and the Services are owned by Lead Prosper, our licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws (collectively, “Lead Prosper IP”).

You may not copy distribute, reproduce, modify, mirror, frame, publicly display, publicly perform, translate, create derivative works, republish or transmit Lead Prosper IP, the Website, or the Services, in whole or in part, or in any way, unless as specifically permitted herein or with our prior written consent.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website or Services in breach of these Terms, your right to use the Website or Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or Services is transferred to you, and all rights not expressly granted are reserved by Lead Prosper. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

You may not use any name, logo, tagline or other mark of Lead Prosper without our prior written consent.

5b. User Content

All content that you upload or submit using the Platform, Website, or the Services, including without limitation, images, photos, text, Subscriber Data, information, trademarks, slogans, trade dress, audio, videos, fonts, logos, and any other materials (collectively, “User Content”) will remain yours. You grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid-up, sublicensable, transferable right and license to use, host, store, reproduce, modify, translate, create derivative works, publicly display, perform, and distribute your User Content in accordance with these Terms and in order for us to provide the Website and the Services.

You understand and acknowledge that you are responsible and assume any risk for any User Content including the legality, reliability, accuracy, and appropriateness of such content. We do not endorse nor are we responsible for any User Content and will not be liable for any loss or damage caused by your User Content.

We reserve the right (but have no obligation), in our sole discretion, to: (i) monitor User Content; (ii) alter, remove, or refuse to post or allow to be posted any User Content on the Website or through the Services; (iii) disclose any User Content, and the circumstances surrounding its transmission; and (iv) take appropriate legal action against any illegal or unauthorized User Content.

If Subscriber or any of its End Users suggests or recommends changes to the Lead Prosper IP, new features or functionality, or submits any comments (“Feedback”), Lead Prosper is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever. Subscriber hereby assigns to Lead Prosper all right, title, and interest in such Feedback.

In consideration for the receipt of the Services, Subscribers agree to pay Lead Prosper the fees in accordance with our tiered pricing set forth at https://leadprosper.io/pricing and payable “as you go” under “BILLING” or as otherwise agreed between the parties in writing (the “Fees”). Payment is based on your Subscription fee, and accrued usage fees that may occur if your account goes over your allotted amount of usage included in your Subscription, including how many leads, inbound pings, and pre-pings, utilized during the billing cycle.

Usage fees are calculated in accordance with our tier structured system based. For the initial Subscription fee, you agree to pay the Fees for your Lead Prosper subscription as agreed upon in your Lead Prosper account. The agreed amount of included usage with your Subscription is 5000 leads, 200K pre-pings, and 200K ping, and is subject to amendment and changes at any time.

Lead Prosper may add new services for additional fees and charges, and add or amend fees and charges for existing services, at any time in its sole discretion. Any additions or amendments to our Fees will be updated in our Payment Terms, and go into effect in the following billing cycle after said addition and / or amendment.

By agreeing to opt into a Lead Prosper subscription you expressly acknowledge and agree that: (1) Lead Prosper is authorized to charge your credit card on file for the agreed monthly Subscription fee that user has agreed upon, along with any usage and / or overage fees that may incur during use of Lead Prosper, for the duration of your Lead Prosper account; and (2) your Lead Prosper subscription is continuous until you cancel your account, or your account is suspended, deactivated, or closed permanently in accordance with your Agreement. You acknowledge and agree that Lead Prosper is authorized to charge your payment method on file for all subscription and usage / overage fees in accordance to this Agreement.

If Subscriber fails to make any payment when due: (i) Lead Prosper will suspend any account or access to the Services for Subscribers that owe more than $50 USD at any given time and may charge interest on the past due amount at the annual rate of 10% calculated daily; and (ii) Subscriber shall reimburse Lead Prosper for all reasonable costs incurred by Lead Prosper in collecting any late payments and interest, including attorneys’ fees, court costs, and collection agency fees. All amounts payable by Subscriber hereunder are exclusive of taxes and similar assessments. Subscriber is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Subscriber under these Terms, other than any taxes imposed on Subscriber’s income.

You have the ability to cancel your Lead Prosper account at any time, and your account will be closed at the end of the current billing cycle. You will be responsible for any additional usage fees that may accrue during the time period from which you cancel your account and the end of the current billing cycle, and they will be automatically billed to the payment method on file at the end of the billing cycle. If you cancel your Lead Prosper account within thirty (30) days of initial account activation, Lead Prosper may provide you a refund on Fees that were paid. No refunds are guaranteed. In the event your Lead Prosper account is suspended or terminated, or this Agreement is in breach, you understand and agree that you shall receive no refund for any unused Subscription, usage, and other fees.

Lead Prosper ("the Platform") offers a refund policy to users who have unused account balances. If a user has not utilized the full balance of their account, they may be eligible for a refund subject to the terms and conditions set forth below.

7a. Eligibility for Refund

Users of the Platform who have canceled their account may be eligible for a refund at the end of the billing cycle. Requests for refunds must be submitted in writing to the Platform's customer support team and are subject to approval. There is no guarantee of a refund.

7b. Processing of Refund Requests

The Platform will process requests for refunds within thirty (30) days of receipt of the written request. If approved the refund will be made to the payment method on file for the account. Any applicable fees or charges associated with the refund will be deducted from the refunded amount.

7c. Modification of Refund Policy

Lead Prosper reserves the right to modify this refund policy at any time without notice. Any changes to the refund policy will be effective immediately upon posting the revised policy on the Platform's website.

The Website and Services may contain certain content, features, links, functionality, extensions, and other services that are provided by third-parties (collectively, “Third-Party Materials”) and are not under the control of Lead Prosper nor is Lead Prosper responsible for the accuracy, completeness, timeliness, or reliability of Third-Party Materials.

You use of and interaction with such Third-Party Materials may be subject to separate terms and conditions of that third-party and Lead Prosper is not responsible for any form of transmission received from any Third-Party Materials. The inclusion of Third-Party Materials does not imply an endorsement by Lead Prosper or any association with the third-party. Each third-party is responsible for providing all support, maintenance, and technical assistance to you with respect to its Third-Party Materials. If you do decide to use or access any of the third-party websites linked to or as an extension to the Website or the Services you do so entirely at your own risk and subject to the terms and conditions of use for such third-parties.

You acknowledge and agree that we may, at any time and in our sole discretion, and without notice to you, suspend, disable access to or remove any Third-Party Materials. Lead Prosper is not liable for any suspension, interruption, or removal of any Third-Party Materials.

Subscriber agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two years after the termination or expiration of its Subscription with respect to its use of the Services hereunder. Lead Prosper has the right, at its own expense, on reasonable prior notice, to verify compliance with the Services and these Terms. If such inspection and audit reveals that Subscriber has underpaid Lead Prosper with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest. Subscriber shall pay for the costs of the audit if the audit determines that Subscriber’s underpayment equals or exceeds 20% for any quarter. Such inspection and auditing rights will extend throughout the Term of the Subscription and for a period of two years after the termination or expiration of the Subscription. By exercising the rights and procedures described above, Lead Prosper does not waive its right to enforce these Terms or to protect its intellectual property by any other legal means.

YOUR USE OF THE WEBSITE, THE SERVICES AND ANY CONTENT OR ITEMS OBTAINED THROUGH THE WEBSITE AND SERVICES ARE AT YOUR OWN RISK. THE WEBSITE, SERVICES, AND ANY CONTENT OR ITEMS OBTAINED THROUGH THE WEBSITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER LEAD PROSPER NOR ANY PERSON ASSOCIATED WITH LEAD PROSPER MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, TIMELINESS, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE OR THE SERVICES. LEAD PROSPER DOES NOT WARRANT OR REPRESENT THAT THE SERVICES BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT OUR WEBSITE, THE SERVICES, OR THE SERVER THAT MAKES EITHER AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE, SERVICES AND ANY CONTENT OR ITEMS OBTAINED THROUGH THE WEBSITE OR SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE, SERVICES AND ANY CONTENT OR ITEMS OBTAINED THROUGH THE WEBSITE OR SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

TO THE FULLEST EXTENT PROVIDED BY LAW, LEAD PROSPER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE, TITLE, SECURITY, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

You agree to indemnify, hold harmless, and, at Lead Prosper’s option, defend Lead Prosper, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your (a) violation of these Terms or your use of the Website or the Services, including, but not limited to, your User Content, any use of the Services’ content, services, and products other than as expressly authorized in these Terms, or your use of any information or data obtained from the Website or Services; (b) negligence or willful misconduct; (c) use of the Services in combination with data, software, hardware, equipment or technology not provided by Lead Prosper or authorized by Lead Prosper in writing; (d) modifications to the Services not made by Lead Prosper, or (e) your storing or sharing of data, provided that you may not settle any claim against Lead Prosper unless Lead Prosper consents to such settlement, and further provided that Lead Prosper will have the right, at its option, to defend itself against any such claim or to participate in the defense thereof by counsel of its own choice.

IN NO EVENT WILL LEAD PROSPER BE LIABLE UNDER OR IN CONNECTION WITH THE WEBSITE, SERVICES, OR THESE TERMSUNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LEAD PROSPER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL LEAD PROSPER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO LEAD PROSPER UNDER THESE TERMS IN THE ONE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13a. Term

The term of your Subscription begins on the Effective Date set forth in the applicable Service Order and continues until the Subscription is terminated by either Party (the “Term”).

13b. Termination

Either Party may terminate this Agreement for any reason on 30 days written notice. Lead Prosper may immediately terminate your Subscription, effective on written notice to Subscriber, if Subscriber fails to pay any amount when due under the Terms or Service Order, or breaches any other obligations under the Terms.

13c. Effect of Expiration or Termination

Upon expiration or earlier termination of the Subscription, or your access to the Website and/or Services, you shall immediately: (i) discontinue use of the Lead Prosper IP; (ii) delete, destroy, or return all copies of the Lead Prosper IP; and (iii) certify in writing to Lead Prosper that you have done so. The expiration or termination of the Terms will not relieve Subscriber’s obligation to pay all Fees that may have become due nor entitle Subscriber to any refund.

All matters relating to the Website, the Services, and/or these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms, the Services, or the Website shall be instituted exclusively through binding arbitration under the Rules of Arbitration of the American Arbitration Association (“AAA”) applying New York law in New York County, New York. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JUDGE OR JURY IN A COURT PROCEEDING AND YOUR GROUNDS FOR APPEAL ARE LIMITED.

In the event of a dispute, you must first send to Lead Prosper, a notice of the dispute that shall include a written statement that sets forth the name, address and all relevant contact information, the facts giving rise to the dispute, and the relief requested (the “Dispute Notice”). The Dispute Notice must be addressed to Lead Prosper, 38 Rosscraggon Rd Suite C, Asheville, NC 28803, USA, Attn: Legal. If you and Lead Prosper do not reach an agreement to resolve the dispute within sixty (60) days after the Dispute Notice is received, either party may commence an arbitration proceeding pursuant to this Section. Following submission and receipt of the Dispute Notice, each party agrees to act in good faith to seek to resolve the dispute before commencing arbitration.

14a. Class Action Waiver

YOU EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN ANY CLASS ACTION IN ANY FORUM. ANY ARBITRATION, CLAIM, OR OTHER PROCEEDINGS BETWEEN YOU AND LEAD PROSPER SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT IN ANY CLASS ACTION, MASS ACTION, OR ON A CONSOLIDATED OR REPRESENTATIVE BASIS. NEITHER PARTY WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. NO ARBITRATION OR OTHER PROCEEDING WILL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO ALL AFFECTED ARBITRATIONS OR PROCEEDINGS.

14b. Arbitration Procedure

The arbitration will be administered by the AAA and governed by the Consumer Arbitration Rules of the AAA (“AAA Rules”) in conjunction with the rules set forth in these Terms, except that AAA may not administer any multiple claimant or class arbitration, as the parties agree that the arbitration shall be limited to the resolution only of individual claims. The AAA Rules are at www.adr.org. If there is a conflict between the AAA Rules and these Terms, these Terms shall govern. The arbitrator is bound by these Terms. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to, any claim that all or part of these Terms is void or voidable. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

15a. Entire Agreement

These Terms, and any other documents incorporated by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter addressed and supersedes all prior and contemporaneous understandings, agreements, and representations.

15b. Notices

All notices under these Terms shall be in writing and may be made electronically. All notices to Lead Prosper shall be addressed to 38 Rosscraggon road, Unit C, Asheville North Carolina, 28803. Notices to Subscriber shall be made to the e-mail address set forth in the applicable Service Order.

15c. Force Majeure

In no event shall Lead Prosper be liable to you, or be deemed to have breached these Terms, for any failure or delay in performing its obligations, if and to the extent such failure or delay is caused by any circumstances beyond Lead Prosper’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

15d. Children

Neither the Website nor the Services, are intended for anyone under the age of eighteen (18).

15e. Modification of Terms

Lead Prosper may amend these Terms at any time and without prior notice at our sole discretion to revise and impose new terms and conditions with respect to access to or use of the Website or the Services. Such revisions shall be effective immediately upon notice thereof, which may be given by any means, including but not limited to posting the revised or additional terms and conditions on our Website. You are responsible for reviewing the Terms periodically for any modification that may affect your rights or obligations hereunder. ANY ACCESS OR USE OF OUR WEBSITE OR THE SERVICES BY YOU AFTER MODIFICATION OF THESE TERMS SHALL CONSITUTE AND BE DEEMED TO BE YOUR ACCEPTANCE OF SUCH MODIFICATIONS. No modification to these Terms by any party other than Lead Prosper shall be valid or enforceable against Lead Prosper unless expressly agreed to by Lead Prosper in a writing signed by a duly authorized officer of Lead Prosper.

15f. Waiver and Severability

If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, it shall not affect any other provision or render the provision invalid, illegal, or unenforceable in any other jurisdiction. Upon a determination that any provision is invalid, illegal, or unenforceable, for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

15g. Waiver

No waiver by Lead Prosper of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Lead Prosper to assert a right or provision under these Terms shall not constitute a waiver of such right or provision

15h. Assignment

You may not assign any of rights or delegate any of your obligations under these Terms, whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of Lead Prosper. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. Notwithstanding the foregoing, Lead Prosper may assign these Terms at any time without notice to you. These Terms are binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

15i. Jurisdictional Issues

Lead Prosper makes no representation that the Services are appropriate or available for use outside the United States. Those who choose to access the Services or any part thereof from outside the United States do so at their own risk and are responsible for compliance with applicable local laws.

15j. Equitable Relief

You agree that breach of these Terms would cause irreparable harm and significant injury to Lead Prosper which would be both difficult to ascertain and which would not be compensable by damages alone. As such, you agree that we have the rights to enforce these Terms by injunction (without necessity of posting bond), specific performance, or other equitable relief without prejudice to any other rights and remedies we may have for your breach of these Terms.

15k. Relationship of the Parties

Lead Prosper and Subscriber are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship between Lead Prosper and you.

15l. Marketing

Subscriber acknowledges and agrees that Lead Prosper may use Subscriber’s name, trademark, or logo for the limited purpose of marketing the Services.

Subscribers shall take out and maintain adequate workers’ compensation, commercial general liability, errors and omissions, and other forms of insurance, in each case with insurers, with policy limits sufficient to protect and indemnify Lead Prosper, and each of its officers, directors, agents, subsidiaries, partners, members, controlling persons, shareholders, successors, and assigns, from any losses resulting from Subscriber’s breach of these Terms. At Lead Prosper’s request, Subscribers shall list Lead Prosper as an additional insured under such policy and forward a certificate of insurance verifying such insurance to Lead Prosper.

If you have any questions or suspect a violation of these Terms, please do not hesitate to contact us here.