Terms of Service
Terms of ServiceLast Updated: February 2023
Welcome to Lead Prosper (“Lead Prosper,” “we,” “us,” “our”). These Terms of Service (the “Terms”) explain how you may access and use our online and/or mobile services and software provided through our websites located at www.leadprosper.io, their microsites, mobile websites, mobile applications, and your use of interactive features, widgets, plug-ins, content, products, assets, downloads, and/or other online services that we own or control or that post a link to these Terms (collectively, the “Website” or the “Services”).
IMPORTANT NOTICE: Your use of the Website or our services are subject to an arbitration provision in Section 11, requiring any claim or dispute with Lead Prosper to be resolved by way of binding arbitration. By agreeing to these Terms, you and Lead Prosper waive any right to participate in a class-action lawsuit or class-wide arbitration.
Table of Contents
- Lead Prosper Website and Services
- User Responsibilities
- Intellectual Property
- Fees and payment for services
- Third-party materials
- Audit rights
- Limitation of liability
- Term and Termination
- Mandatory Arbitration of disputes and class action waiver
- Contact Us
- "Content" means any text, graphics, images, audio, video, software, data compilations, and any other forms of information or materials.
- "Fees" means the fees charged by leadprosper.io for access to and use of the Platform and any additional services provided by leadprosper.io.
- "Intellectual Property Rights" means all patents, trademarks, service marks, trade names, copyrights, trade secrets, and any other proprietary rights.
- "Lead" means a potential customer who has expressed interest in a product or service and provided their contact information.
- "Sensitive Data" means any data that is considered sensitive or confidential under applicable laws or regulations, including but not limited to personal information, financial information, health information, and government-issued identification numbers.
- "TCPA" means the Telephone Consumer Protection Act, a United States federal law that regulates telemarketing calls, auto-dialed calls, prerecorded calls, and text messages.
- "CAN-SPAM Act" means the Controlling the Assault of Non-Solicited Pornography and Marketing Act, a United States federal law that sets the rules for commercial email, establishes requirements for commercial messages, gives recipients the right to have emails stopped from being sent to them, and spells out tough penalties for violations.
- "Subscriber Data" means any data related to a subscriber, including but not limited to contact information, opt-in consent, and preferences.
- LEAD PROSPER WEBSITE AND SERVICES
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 PROPSER 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.
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.
- USER RESPONSIBILITIES
The Website and Services may only be used for lawful purposes. Transmission, distribution, or storage of any information, data or material in violation of United States or state regulation or law, or by common law, is prohibited. Lead Prosper reserves the right, in its sole discretion, to suspend or terminate your use or access to the Website or Services if you are in violation or reasonably suspected of violation of these Terms.
3a. User Rules and Restrictions
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
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.
4c. Sensitive Data
Users acknowledge and agree that Lead Prosper shall not be used to store or transfer Sensitive Data.
4d. Data Security
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.
- INTELLECTUAL PROPERTY
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.
- FEES AND PAYMENT FOR SERVICES
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 MY WALLET or as otherwise agreed between the parties in writing (the “Fees”). Payment is based on your activity, including, how many leads, inbound pings, and pre-pings, utilized during a single calendar month and will vary accordingly.
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.
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 an unused account balance may be eligible for a refund. To be eligible for a refund, the user must have made a deposit into their Lead Prosper account within the previous twelve (12) months from the date of their request for a refund. Requests for refunds must be submitted in writing to the Platform's customer support team.
7b. Processing of Refund Requests
The Platform will process requests for refunds of unused account balances within thirty (30) days of receipt of the written request. Refunds will be made to the original payment method used by the user to fund their 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.
- THIRD-PARTY MATERIALS
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.
- AUDIT RIGHTS
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.
- LIMITATION OF LIABILITY
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.
- TERM AND TERMINATION
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”).
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.
- MANDATORY ARBITRATION OF DISPUTES AND CLASS ACTION WAIVER
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.
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.
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.
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
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.
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.
- CONTACT US
If you have any questions or suspect a violation of these Terms, please do not hesitate to contact us here.