YourLeadData.com Privacy Policy and Terms of Service
Privacy Policy
We take your privacy very seriously. Please read this privacy policy carefully as it contains important information on who we are, how and why we collect, store, use, and share your personal information. It also explains your rights in relation to your personal information and how to contact us or supervisory authorities in the event you have a complaint.We collect, use and/or may receive certain personal information about you. When we do so we are subject to various laws in the United States and, potentially, elsewhere, and we may be responsible as “processor” of that personal information for the purposes of those laws.1. Key Terms
Terms used in this policy:
We, us, our = YourLeadData.com
Personal information = Any information relating to an identified or identifiable individual2. Personal Information We Collect About You
We may collect and use the following personal information that identifies, relates to, describes, is reasonable capable of being associated with, or could easonably be linked, directly or indirectly, with a particular consumer or household:
-Identifiers (e.g., a real name, alias, postal address, unique personal identifier, online identifier, Internet Protocol address, email address, or other similar identifiers)
-Information that identifies, relates to, describes, or is capable of being associated with, a particular individual, including, but not limited to, his or her name, physical characteristics or description, address, telephone number, education, employment, or employment history information.
-Commercial information (e.g., records of personal property, products or services purchased, obtained, or considered, or other purchasing or consuming histories or tendencies)
-Internet or other electronic network activity information (e.g., browsing history, search history, and information regarding a consumer’s interaction with an Internet Web site, application, or advertisement)
-Professional or employment-related information
-Inferences drawn from any of the information identified above to create a profile about a consumer reflecting the consumer’s preferences, characteristics, psychological trends, predispositions, behavior, attitudes,
intelligence, abilities, and aptitudesThis personal information is required to provide products AND/OR services to you and/or to connect you with products or services in which you have indicated or demonstrated an interest. If you do not provide personal information we ask for, it may delay or prevent us and/or our customers from providing such products AND/OR services to you.3. How Your Personal Information is Colected
-From publicly accessible sources (e.g., social media);
-Directly from a third party (e.g., sanctions screening providers, credit reporting agencies, or customer due diligence providers);
-From a third party with your consent (e.g., companies you do business with);
-From cookies and similar technologies on our website or that of our customer(s) and/or through direct email communications with you.4. How and Why We Use Your Personal Information
Under data protection law, we can only use your personal information if we have a proper reason for doing so. A legitimate interest is when we have a business or commercial reason to use your information, so long as this is not overridden by your own rights and interests.We use personal information for the following:
To provide products and/or services to you and/or to connect you with products or services in which you have indicated or
demonstrated an interest for the performance of our contract with you and/or our clients with whom you interact.
Gathering and providing information required by or relating to audits, enquiries or investigations by regulatory bodies to comply with our legal and regulatory obligations.
Ensuring business policies are adhered to for our legitimate interests or those of a third party.
Ensuring the confidentiality of commercially sensitive information for our legitimate interests or those of a third party and to comply with our legal and regulatory obligations.
Statistical analysis to help us manage our business for our legitimate interests or those of a third party.
Updating and enhancing customer records to comply with our legal and regulatory obligations and for our legitimate interests or those of a third party.
Statutory returns to comply with our legal and regulatory obligations and for our legitimate interests or those of a third party.
Marketing our services and those of selected third parties to existing and former customers as well as third parties in whom you have previously expressed an interest in their services or our legitimate interests or those of a third party.5. Promotional Communications
We may use your personal information to send you or assist in sending you updates (by email, text message, telephone or post) about our products and/or services or those of our customers, including exclusive offers, promotions or new
products and/or services. We have a legitimate interest in processing your personal information for promotional
purposes (see above “How and Why We Use Your Personal Information”). This means we do not usually need your consent to send you promotional communications. However, where consent is needed, we will ask for this consent separately and clearly. We will always treat your personal information with the utmost respect and will only share it with other organizations for marketing purposes with your consent or pursuant to legitimate interests.You have the right to opt out of receiving promotional communications at any time by:
-Contacting us at support@yourleaddata.com
-Using the “unsubscribe” link in emails or “STOP” number in texts; or
-Login to our application and update your preferencesWe may ask you to confirm or update your marketing preferences if you instruct us to provide further products and/or services in the future, or if there are changes in the law, regulation, or the structure of our business.6. Who We Share Your Personal Information With
We routinely share personal information with:
-Our affiliates
-Service providers we use to help deliver our products and/or services and those of our customers to you, such as payment service providers, warehouses and delivery companies
-Other third parties we use to help us run our business, such as marketing agencies or website hosts
- Third parties approved by you, including social media sites you choose to link your account to or third-party payment providers
- Our customers in whom you indicate or demonstrate interest in their products and/or servicesWe only allow our service providers to handle your personal information if we are satisfied they take appropriate measures to protect your personal information. We also impose contractual obligations on service providers relating to ensure they can only use your personal information to provide services to us and to you. We may also share personal information with external auditors.We may disclose and exchange information with law enforcement agencies and regulatory bodies to comply with our legal and regulatory obligations.We may also need to share some personal information with other parties, such as potential buyers of some or all of our business or during a re-structuring. We will typically anonymize information, but this may not always be possible. The recipient of the information will be bound by confidentiality obligations.7. Personal Information We Sold or Disclosed for a Business Purpose
In the preceding 12 months, we have sold, subject to the permission control mechanisms described in this Policy, to one or more third parties the following categories of personal information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household:
-Identifiers (e.g., a real name, alias, postal address, unique personal identifier, online identifier, Internet Protocol address, email address, or other similar identifiers)
-Information that identifies, relates to, describes, or is capable of being associated with, a particular individual, including, but not limited to, his or her name, address, telephone number, and current employment
-Internet or other electronic network activity information (e.g., browsing history, search history, and information regarding a consumer’s interaction with an Internet Web site, application, or advertisement)
-Commercial information (e.g., records of products or services considered, or other purchasing or consuming histories or tendencies)
-Professional or employment-related information
-Inferences drawn from any of the information identified above to create a profile about a consumer reflecting the consumer’s preferencesIn the preceding 12 months, we have disclosed for a business purpose to one or more third parties the following categories of personal information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household:
-Identifiers (e.g., a real name, alias, work postal address, work phone number, work email address, unique personal identifier, online identifier, Internet Protocol address, email address, or other similar identifiers)
-Information that identifies, relates to, describes, or is capable of being associated with, a particular individual, including, but not limited to, his or her name, work address, work telephone number, work email address, education, employment, employment history
-Commercial information (e.g., records of products or services considered, or other purchasing or consuming histories or tendencies)
-Internet or other electronic network activity information (e.g., browsing history, search history, and information regarding a consumer’s interaction with an Internet Web site, application, or advertisement)
-Professional or employment-related information
-Inferences drawn from any of the information identified above to create a profile about a consumer reflecting the consumer’s preferences8. Where Your Personal Information is Held
Information may be held at our offices and third party agencies, service providers, representatives and agents as described above.9. How Long Your Personal Information Will Be Kept
We will keep your personal information while you have an account with us or while we are providing products and/or
services to you or for your benefit. Thereafter, we will keep your personal information for as long as is necessary:
-To respond to any questions, complaints or claims made by you or on your behalf
-To show that we treated you fairly
-To keep records required by lawWe will not retain your personal information for longer than necessary for the purposes set out in this policy. Different retention periods apply for different types of personal information.10. Your Rights Under the GDPR
-Right to Access: The right to be provided with a copy of your personal information
-Right to Rectification: The right to require us to correct any mistakes in your personal information
-Right to be Forgotten: The right to require us to delete your personal information in certain situations
Right to Restriction of Processing: The right to require us to restrict processing of your personal information in certain circumstances
-Right to Data Portability: The right to receive the personal information you provided to us, in a structured, commonly used and machine-readable format and/or transmit that data to a third party in certain situations
-Right to Object: The right to object at any time to your personal information being processed for direct marketing and in certain other situations to our continued processing of your personal information
-Right Not to be Subject to Automated Individual Decision-Making: The right not to be subject to a decision based
solely on automated processing (including profiling) that produces legal effects concerning you or similarly significantly affects you11. Your Rights Under the CCPA
You may have the right under the California Consumer Privacy Act of 2018 (CCPA) and certain other privacy and data protection laws, as applicable, to exercise free of charge:Disclosure of Personal Information We Collect About You. You have the right to know:
-The categories of personal information we have collected about you
-The categories of sources from which the personal information is collected
-Our business or commercial purpose for collecting or selling personal information
-The categories of third parties with whom we share personal information, if any
-The specific pieces of personal information we have collected about youPlease note that we are not required to:
-Retain any personal information about you that was collected for a single one-time transaction if, in the ordinary course of business, that information about you is not retained
-Reidentify or otherwise link any data that, in the ordinary course of business, is not maintained in a manner that would be considered personal information
-Provide the personal information to you more than twice in a 12 month periodPersonal Information Sold or Used for a Business Purpose:
In connection with any personal information, we may sell or disclose to a third party for a business purpose, you have the right to know:
The categories of personal information about you that we sold and the categories of third parties to whom the personal information was sold. The categories of personal information that we disclosed about you for a business purpose.You have the right under the California Consumer Privacy Act of 2018 (CCPA) and certain other privacy and data protection laws, as applicable, to opt-out of the sale [or disclosure] of your personal information. If you exercise your right to opt-out of the sale or disclosure of your personal information, we will refrain from selling your personal information, unless you subsequently provide express authorization for the sale of your personal information. To opt-out of the sale or disclosure of your personal information, contact support@yourleaddata.comRight to Deletion:
Subject to certain exceptions set out below, on receipt of a verifiable request from you, we will:
-Delete your personal information from our records
-Direct any service providers to delete your personal information from their records
-Please note that we may not delete
your personal information if it is necessary to:
-Complete the transaction for which the personal information was collected, fulfill the terms of a written warranty or product recall conducted in accordance with federal law, provide a good or service requested by you, or reasonably anticipated within the context of our ongoing business relationship with you, or otherwise perform a contract between you and us
-Detect security incidents, protect against malicious, deceptive, fraudulent, or illegal activity; or prosecute those responsible for that activity
-Debug to identify and repair errors that impair existing intended functionality
-Exercise free speech, ensure the right of another consumer
to exercise his or her right of free speech, or exercise another right provided for by law
-Comply with the California Electronic Communications Privacy Act
-Engage in public or peer-reviewed scientific, historical, or statistical research in the public interest that adheres to all other applicable ethics and privacy laws, when our deletion of the information is likely to render impossible or seriously impair the achievement of such research, provided we have obtained your informed consent
-Enable solely internal uses that are reasonably aligned with your expectations based on your relationship with us
-Comply with an existing legal obligation
-Otherwise use your personal information, internally, in a lawful manner that is compatible with the context in which you provided the informationProtection Against Discrimination:
You have the right to not be discriminated against by us because you exercised any of your rights under the CCPA. This means we cannot, among other things:
-Deny goods or services to you
-Charge different prices or rates for goods or services, including through the use of discounts or other benefits or imposing penalties
-Provide a different level or quality of goods or services to you
-Suggest that you will receive a different price or rate for goods or services or a different level or quality of goods or servicesPlease note that we may charge a different price or rate or provide a different level or quality of goods and/or services to you, if that difference is reasonably related to the value provided to our business by your personal information12. Keeping Your Personal Information Secure
We have appropriate security measures in place to prevent personal information from being accidentally lost or used or accessed in an unauthorized way. We limit access to your personal information to those who have a genuine business need to access it. Those processing your information will do so only in an authorized manner and are subject to a duty of confidentiality. We also have procedures in place to deal with any suspected data security breach. We will notify you and any applicable regulator of a suspected data security breach where we are legally required to do so.13. How to Exercise Your Rights
If you would like to exercise any of your rights as described in this Privacy Policy, please contact support@yourleaddata.comPlease note that you may only make a CCPA-related data access or data portability disclosure request twice within a 12-month period.
If you choose to contact us directly, you will need to provide us with:
-Enough information to identify you (e.g., your full name, address and customer or matter reference number));
-Proof of your identity and address (e.g., a copy of your driving license or passport and a recent utility or credit card bill); and
-A description of what right you want to exercise and the information to which your request relates.
We are not obligated to make a data access or data portability disclosure if we cannot verify that the person making the request is the person about whom we collected information, or is someone authorized to act on such person’s behalf.
Any personal information we collect from you to verify your identity in connection with you request will be used solely for the purposes of verification.14. How to File a GDPR Complaint
We hope that we can resolve any query or concern you raise about our use of your information.The General Data Protection Regulation also gives you right to lodge a complaint with a supervisory authority, in the European Union (or European Economic Area) state where you work, normally live, or where any alleged infringement of data protection laws occurred.15. Child Under the Age of 13
Our Services are designed to be compliant with the Child Online Privacy Protection Action. As such, our Services are not intended for children under 13 years of age. No one under age 13 may provide any information to or on the Services, unless
an account is set up by a parent or legal guardian. We do not knowingly collect personal information from children under 13. If you are under 13, do not use or provide any information on the Services or on or through any of its features without parental consent. Any personally identifiable information regarding a child under the age of 13 must be provided by a parent or legal guardian following completion of our verification process used to ensure that the person entering the information has the legal authority to do so. For more information on what constitutes a verifiable method of parental consent, please review 16 C.F.R. § 312.5. If we learn we have collected or received personal information from a child under 13 without
verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 13, please contact us the contact information set forth below.16. Changes to This Privacy Notice
This privacy notice was published and last updated on 11/21/2023.17. How to Contact Us
Please contact us by email or postal mail if you have any questions about this privacy policy or the information we hold about you.Contact Email: support@yourleaddata.comContact Address: YourLeadData.com 9878 W Belleville Ave Ste 2594 Denver, CO 80123
Terms of Service
This Services Agreement and Terms of Service (the “Agreement”) is entered into pursuant to the order form (the “Order Form”) between you (hereinafter, “Client” or “You”) and YourLeadData.com ("YourLeadData", "we" or "us") (together with you, the "Parties"), and it becomes effective as of the date of your signature on the Order Form (the “Effective Date”). This Agreement relies on certain defined terms, and these terms are specified in Section 9 or are otherwise defined in context. This Agreement is incorporated into the Order Form by reference and, likewise, the terms of the Order Form are hereby incorporated herein by reference, subject to the provisions of Section 8.6, below.1. YourLeadData.com Services.
We provide access to a web-based portal containing data, reports, dashboards, and analytics through a product named YourLeadData.com (the “Services”), as defined below and as more specifically identified in the Order Form. As part of the Services, YourLeadData.com will provide consulting and implementation assistance for YourLeadData.com as agreed upon in one or more Statements of Work entered into hereunder.2. Grant of Rights; Intellectual Property Ownership. To provide the Services, we use proprietary software (“Software”), know-how and other items that together embody YourLeadData.com IP. YourLeadData.com and its licensors own the Software, reports and analysis created thereunder (the “Reports”), and all associated intellectual property. You retain ownership of Client Information and intellectual property rights associated with such Client Information. YourLeadData.com owns the Intellectual Property associated with all the content in the Reports, including all information, artwork, text, trademarks, trade dress and report formatting. We grant you a non-exclusive, non-transferable, royalty-free, license to access and use the Reports for your internal business purposes during the term of this Agreement.2.1. Grant of License. YourLeadData.com hereby grants to Licensee a non-exclusive, non-transferable license to use the Software and its related Documentation during the Term of this Agreement as follows:2.1.1. For internal purposes only, in the conducting its normal business; and2.1.2. To copy any software data files created by the Software or for back-up or archival purposes.2.1.3. If the software license granted herein is terminated by the Licensee or Licensor for any reason, Licensee shall have no rights in the Software.2.2 Limitations of License. Use of the Services and Software underlying them is limited to authorized personnel of the Client and access may not be granted to any other individual or entity without YourLeadData.com’s advanced written permission. Use of the Services shall be limited to Client’s internal business uses in its ordinary course of business. Any use exceeding this limitation shall represent a material breach of this Agreement and the license provided hereunder.2.2. Terms of Service; Privacy Policy; Acceptable Use. All users of the Software shall be required to review, accept, and abide by these Terms of Service, the Privacy Policy, User Guidelines and Acceptable Use Policy. The text of the applicable policies may be found at the following URLs and their terms and provisions are hereby explicitly incorporated herein by reference: legal.yourleaddata.com2.3.YourLeadData.com Intellectual Property Rights. In the course of performing its duties under this SOW, YourLeadData.com may use enhancements, discoveries, processes, methods, designs and know-how, whether or not copyrightable or patentable, which YourLeadData.com conceived during the course of this and other consulting engagements. In addition, YourLeadData.com may independently develop enhancements, processes, methods, designs or know-how during the term of this consulting engagement. The parties understand and agree that any such developed enhancements, processes, methods, designs, know-how, or other such similar matters shall not be considered works for hire and are the sole and exclusive property of YourLeadData.com and it shall have sole ownership of all such matters, including copyrights, trademarks and patents, subject only to the license granted hereunder.2.4. Client Information; PII; Privacy Obligations. Client agrees that it is the data controller of personal information and/or personally identifiable information (“PII”) collected or otherwise entered into its licensed accounts for the Software and/or the Services. Client grants to YourLeadData.com the right and license to make use of Client Information, including but not limited to PII, for the purpose of processing said information as necessary in order to provide the Services. YourLeadData.com agrees that it shall make use of PII only for the purpose of processing the PII for the purposes of providing the Services and for otherwise complying with legal and/or regulatory requirements imposed upon YourLeadData.com with respect to the PII or otherwise.2.4.1. Customer is responsible for all Customer Sites integrated or used with the Services, including without limitation:2.4.1.1 compliance with all Applicable Laws that relate to data protection and individual privacy and publicity rights; and2.4.1.2 posting an online privacy notice that:2.4.1.2.1 discloses in a legally sufficient manner how data (including PII) is collected and the purposes for which data is collected and used by Customer and YourLeadData.com;2.4.1.2.2 includes instructions on how End Users can control the collection of data by web browsers and mobile devices and how End Users can opt-out from receiving interest-based advertising.2.4.2. GDPR. Client shall be responsible for addressing any and all inquiries or requests from individuals regarding their PII pursuant to the General Data Privacy Directive of the European Union and the rules thereunder (the “GDPR”). YourLeadData.com agrees to cooperate in a commercially reasonable manner with the Client with respect to instructions received in writing from the Client regarding Client’s PII disclosure and/or removal obligations under the GDPR. Where the Customer Sites attract End Users from European Territories, Customer must deploy a consent and transparency mechanism ("Consent Mechanism") on Customer Sites to obtain End User consent to YourLeadData.com placing cookies or similar tracking technologies on End Users' browsers and/or through e-mails.2.4.3. CCPA. Client shall be responsible for addressing any and all inquiries or requests from individuals regarding their PII pursuant to the California Consumer Privacy Act and the rules thereunder (the “CCPA”). YourLeadData.com agrees to cooperate in a commercially reasonable manner with the Client with respect to instructions received in writing from the Client regarding Client’s PII disclosure and/or removal obligations under the CCPA. Customer must provide specific notice to California residents in the Customer’s online privacy notice that includes a link to the California Residents Section of YourLeadData.com’s Service Privacy Notice (https://legal.yourleaddata.com), which addresses YourLeadData.com’s obligations under the CCPA.2.4.4 Other Applicable Privacy Laws. Customer shall be solely responsible for complying with and monitoring changes to existing privacy laws and regulations and/or the passage of new privacy laws and/or regulation which may apply to Customer and its responsibilities for the handling of PII for which it may be considered an owner, controller, or processor (or other such similar position of legal responsibility as such laws or regulations may impose upon Customer). Customer acknowledges and agrees that as the owner of the website(s) through or in association with which the PII processed by YourLeadData.com is gathered, that Customer is solely responsible for and shall have final say as to whether and to what extent such PII is processed by YourLeadData.com and Customer shall assume full legal responsibility for all such decisions and/or directives to YourLeadData.com and it shall indemnify and hold YourLeadData.com harmless for all such decisions and/or directives.2.4.5 Notwithstanding Customer’s responsibility for posting an online privacy notice in compliance with the other provisions of this Section 2.4, above, YourLeadData.com may, in its reasonable discretion, take steps to inject or otherwise display certain privacy notices, acknowledgements, and/or Consent Mechanisms on all Customer Sites integrated or used with the Services for the purposes of informing and/or securing consent or approval from End Users with respect to obligations under applicable privacy laws and/or regulations with respect to the Services and Customer agrees to cooperate to the fullest extent practicable and/or required by law with YourLeadData.com in complying with such privacy laws or regulations and the exercise of the rights retained by YourLeadData.com under this Section 2.4, absent an express choice by Customer to exclusively make use of its own privacy policies, notices, and/or consent mechanisms. In the event that Customer chooses to make use of its own privacy notices, acknowledgements, and/or Consent Mechanisms to the exclusion of YourLeadData.com’s privacy notices and/or consent mechanisms, Customer shall so notify in advance, in writing, and Customer shall, at that time, acknowledge its sole responsibility for the display of all privacy notices and/or Consent Mechanisms and its obligation to indemnify and hold YourLeadData.com from any violations of then-applicable law arising from Customer’s election to make exclusive use of its own privacy notices, policies, and/or Consent Mechanisms.3. Charges and Payment of Fees. You will pay us for the Services as identified and specified in the Order Form. Furthermore, you agree to reimburse us for travel and accommodation expenses incurred at your request.3.1. Billing. You are responsible for payment of our invoices, and you shall pay such fees directly to us without delay or set off as provided in Section 3.2 and the Order Form.3.2. Payment Terms. Except for Setup/Launch Fee, which is due upon execution of this Agreement, payment is due within thirty (30) days of receipt of invoice. Upon execution of this Agreement, you shall set up an automated payment process through either 1) ACH debit service, 2) credit card, or 3) a "P" (Purchasing) card. You authorize us to utilize the payment method above in the event your invoice is not paid within thirty (30) days upon receipt of invoice. Balances not paid within forty-five (45) days after receipt of invoice shall incur interest in the amount of 1.5% per month from date due until paid. That interest shall compound monthly on the first day of each subsequent month.3.3. Taxes. Unless otherwise stated, YourLeadData.com fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). Client is responsible for paying all taxes associated with client’s purchases hereunder. For clarity, YourLeadData.com is solely responsible for taxes assessable against it based on income, property and employees.4. Confidentiality. Confidential or sensitive information one Party (the "Disclosing Party") provides to the other Party (the "Receiving Party") under this Agreement shall be governed as follows:4.1. Confidential Information. “Confidential Information” means non-public and proprietary knowhow and information disclosed under this Agreement, whether oral or written or electronic, that (a) concerns the Services, the reports or the software, technology, customers, finances, methods, research, processes or procedures of either YourLeadData.com or Client; and (b) is designated as "Confidential" or "Proprietary" by the Disclosing Party at the time of disclosure or within a reasonable period thereafter. Confidential Information also includes, without limitation, information relating to the disclosing party’s software or hardware products which may include source code, API data files, documentation, specifications, databases, networks, system design, file layouts, tool combinations and development methods as well as information relating to the disclosing party’s business or financial affairs, which may include business methods, marketing strategies, pricing, competitor information, product development strategies and methods, Client lists, and financial results. Confidential Information also includes information received from others that the disclosing party is obligated to treat as confidential and oral information that is identified by the disclosing party as confidential. Confidential Information disclosed by a subsidiary of the disclosing party and/or its agents is covered by this Agreement. Confidential Information includes all tangible materials which contain Confidential Information whether written or printed documents, computer disks or tapes whether user or machine readable. Confidential Information shall not include any information that: (1) is already known to the receiving party or its affiliates, free of any obligation to keep it confidential; (2) is or becomes publicly known through no wrongful act of the receiving party or its affiliates; (3) is received by the receiving party from a third party without any restriction on confidentiality; (4) is independently developed by the receiving party or its affiliates; (5) is disclosed to third parties by the disclosing party without any obligation of confidentiality; or (6) is approved for release by prior written authorization of the disclosing party.4.2. Non-disclosure. As a result of the business relationship formed by this Agreement, the Parties hereto may have access to Confidential Information. The Parties agree to maintain the confidentiality of the Confidential Information and to protect as a trade secret any portion of the other Party’s Confidential Information by preventing any unauthorized copying, use, distribution, installation or transfer of possession of such information. The Receiving Party will retain the Disclosing Party's Confidential Information in confidence and shall not use or disclose Confidential Information except for purposes permitted under this Agreement. The Receiving Party shall be entitled to disclose Confidential Information of the Disclosing Party (i) to its employees, provided such employees are bound by non-disclosure obligations no less protective than those set out in this Agreement, and (ii) to affiliates and vendors, provided such affiliates and vendors are bound by non-disclosure obligations no less protective than those set out in this Agreement.4.3.Standard. Each Party will use at least the same degree of care in safeguarding the other Party’s Confidential Information as it uses in safeguarding its own Confidential Information but shall not use less than reasonable care and diligence.4.4.Exceptions. Section 4.2 will not apply to Confidential Information the Receiving Party can demonstrate: (i) is or becomes a matter of public knowledge through no fault of the Receiving Party; (ii) was or becomes available to the Receiving Party on a non-confidential basis from a third party, provided that such third party is not bound by an obligation of confidentiality to the Disclosing Party with respect to such Confidential Information; (iii) was independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; or (iv) is required to be disclosed by law, provided that the Disclosing Party is promptly notified by the Receiving Party to provide the Disclosing Party an opportunity to seek a protective order or other relief.
4.5. Without limiting the generality of the foregoing, neither party shall permit any of its personnel to remove any proprietary or other legend or restrictive notice contained or included in any material provided by the disclosing party and the receiving party shall not permit its personnel to reproduce or copy any such material except as expressly authorized hereunder. The Confidential Information of one party may be used by the other party only to fulfill its obligations under this Agreement.4.6.The Parties acknowledge that any use or disclosure of the other party’s Confidential Information in a manner inconsistent with the provisions of this Agreement may cause the non-disclosing party irreparable damage for which remedies other than injunctive relief may be inadequate, and both Parties agree that the non disclosing party may request injunctive or other equitable relief seeking to restrain such use or disclosure.4.7.The terms and provisions of this Section 4 shall survive any termination of this Agreement for any reason for a period of 2 years.5. Term and Termination5.1.Term. The initial term of this Agreement shall be twelve (12) months (“Initial Term”). The Agreement shall then automatically renew for additional periods each the same length as the Initial Term (each an "Additional Term;" together with “Initial Term” the “Term”) unless either Party notifies the other in writing at least thirty (30) days before the end of any term that it does not want the Agreement to renew, in which case this Agreement will expire at the end of the then current term.5.2.Termination. We may terminate this Agreement and/or suspend the services provided hereunder immediately and without advanced notice to you in the event that you materially breach this Agreement in any respect, including but not limited to the non-payment of any fees due hereunder.5.3.Effect of Termination. In the event of a termination of this Agreement, all invoices and fees owed to us by you shall become immediately due and payable. All terms and provisions under this Agreement that should by their nature survive the termination of this Agreement will so survive, including, without limitation, Sections 3, 4, 5.3, 6, 7 and 8.6. Representations and Warranties; Disclaimers6.1.YourLeadData.com SaaS Limited Warranties. During the Term, YourLeadData.com warrants that the Software is fit for the ordinary purposes for which it is designed, but expressly disclaims and excludes any warranty or representation that the Software or Documentation will meet any particular requirement or business need of the Licensee. YourLeadData.com warrants that the Software and Documentation does not infringe upon or contribute to the infringement of any United States patent, trademark, or copyright.6.2. Disclaimers. EXCEPT AS PROVIDED IN SECTION 6.1, WE MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.6.3. Client Information. You represent and warrant that, during the Term, you hold all rights and permissions necessary to provide Client Information to us for the uses specified in this Agreement. You are solely responsible for the accuracy, integrity and completeness of Client Information.7. Limitation of Liability; Indemnification.7.1.Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), EXCEPT DIRECT DAMAGES, ARISING OUT OF, OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE SERVICES. EXCEPT FOR A BREACH OF SECTION 4, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID BY YOU TO US.Indemnification. Client acknowledges that it understands and agrees that failure to include required notification of and/or consent to the use of cookies and related tracking technologies on Client’s web site may result in liability under applicable state and national laws and/or regulations. To the extent that Client declines to include YourLeadData.com’s supplied Cookie Consent notification and consent management features, Client agrees to fully and without reservation defend, indemnify, and hold YourLeadData.com harmless from any claims, losses, or liability with may arise from or follow from the Client’s failure or refusal to make use of YourLeadData.com’s Cookie Consent notification and consent management features.8. General8.1. No Waiver. The failure of YourLeadData.com to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.8.2.Severability. If a court of competent jurisdiction finds any provision of this Agreement to be illegal or unenforceable, that provision will be eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.8.3. No Agency. For the purposes of this Agreement, the Parties will at all times be independent contractors with no right to bind or obligate the other in any manner whatsoever. Nothing in this Agreement shall operate to create a partnership between the Parties, or to authorize either Party to act as agent for the other.8.4. Nondisparagement. The Client agrees that it will not publicly disparage YourLeadData.com or its services. Client agrees that it will address any dissatisfaction or complaints with YourLeadData.com and/or its services exclusively and directly to YourLeadData.com and will work in good faith with YourLeadData.com to address any such dissatisfaction of complaints privately and directly.8.5.Governing Law; Dispute Resolution; Jurisdiction. Colorado law, without reference to rules governing conflict of laws, shall apply to this Agreement and any dispute between the Parties related hereto. Any such dispute shall be resolved through binding arbitration in Denver County, Colorado. The foregoing shall not apply to injunctive relief sought with respect to any breach or alleged breach of Section 4. As a condition precedent to filing an action in a court of competent jurisdiction, the Parties agree to mediate their dispute within forty-five days (45) of either Party receiving notice of a request to mediate. The Parties shall agree on a mediator or in the event the Parties cannot agree, each party shall choose a mediator who in turn shall choose the mediator to hear the dispute. The Parties by written agreement may treat the mediation as binding arbitration. The cost of mediation or binding arbitration shall be borne by the losing Party.8.6.Entire Agreement. This Agreement and the YourLeadData.com policies cited herein, the terms of which are incorporated herein by reference, along with the Order Form executed between the Parties which is incorporated herein by reference, contains the entire understanding of the Parties regarding its subject matter and supersedes all prior agreements between the Parties, both oral and written, and can be modified only by a subsequent written agreement executed by both Parties. To the extent of any conflicts between the terms of this Agreement and the Order Form, the terms of this Agreement shall supersede those contained in the Order Form, except where the Order Form explicitly states that a given term or provision shall supersede this Agreement.8.7. Counterparts. The Parties may enter into this Agreement in counterparts, including facsimile, PDF or other electronic copies, which taken together will constitute one instrument.8.8.Force Majeure. YourLeadData.com shall not be responsible for failure to perform in a timely manner under this Agreement when its failure results from any of the following causes; Acts of God or public enemies, civil war, insurrection or riot, fire, flood, explosion, earthquake or serious accident, strike, labor trouble or work interruption, governmental action, pandemic, or any cause beyond its reasonable control. In addition, YourLeadData.com shall not be responsible for equipment or component failures due to defective manufacturing or defective software or for delays in shipment of equipment or components timely ordered.8.9.Services Conditioned upon Applicable Laws. YourLeadData.com shall provide its Services hereunder, including the Software, only to the extent permissible by all applicable laws, including but not limited to any applicable data privacy regulations. In the event that such applicable laws may make any portion of the Services illegal or may restrict YourLeadData.com’s ability to provide such Services, whether in part, YourLeadData.com reserves the right to suspend those Services to the extent that YourLeadData.com deems reasonable and appropriate in its discretion in order to comply with such applicable laws. Such good faith efforts to comply with applicable laws shall not constitute a breach of this agreement but, rather, shall qualify as a Force Majeure event, as contemplated in Section 8.8, above.8.10. Notices. Any notice or other communication required or permitted shall be in writing and shall be deemed to have been duly given on the day of service if served personally or by facsimile transmission with confirmation, or three (3) days after mailing if mailed by First Class mail, registered or certified, postage prepaid, and addressed to the respective Parties at their principal place of business or at such other addresses as may be specified by either Party.8.11. Independent Contractor. YourLeadData.com is an independent contractor. Neither YourLeadData.com nor Client are, or shall be deemed for any purpose to be, employees or agents of the other and neither Party shall have the power or authority to bind the other Party to any contract or obligation. YourLeadData.com has the sole authority to direct the work of its employees and determine the materials necessary to perform their duties pursuant to the terms of the contract. YourLeadData.com shall retain the right to perform work for others during the term of the consulting engagement.9. Definitions9.1. “Client Information” means information generated by Client or by Client’s customers or visitors to Client’s online points of presence.9.2 “YourLeadData.com” is a set of bundled, software driven digital marketing data-gathering and analysis tools offered by us, which comprises multiple modules, applications, platforms, interfaces, analytic engines, etc. The subset of the YourLeadData.com tools provided by us to you under this Agreement is set forth in detail in the Order Form.9.3 “Documentation” means any materials created or owned by YourLeadData.com in either machine readable or written form that are communicated to Licensee and are intended to describe the use or characteristics of software.9.4 “YourLeadData.com IP” means methods, algorithms, inventions, know how, information, data, concepts, ideas, methodologies, trade secrets, trade or service marks, logos, and other elements, including but not limited to computer object and/or source code, that we use to provide our Services.