1) Acceptance of Terms
Woolza may amend the Terms related to the Services, from time to time, at its sole discretion. The date that the Terms of Service was last revised is identified at the top of the page. You are responsible for reviewing any updated Terms of Service we may send to you and contacting us to update your e-mail address. Your continued use of our Services represent that you agree to be bound by all the terms in the revised terms of services.
Woolza provides Services and support to Customers conducting Lead research and sales development. Woolza will use all commercially reasonable effort to make the Services available to you pursuant to these Terms, provide our standard support for the Services to you at no additional charge, and provide you with online Services 24 hours a day, 7 days a week, except for any unavailability caused by circumstances beyond our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay or denial of service attack.
Our Services can purchased by through subscriptions or as a 1-time project. Additional subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of the subscription term remaining at the time the additional subscriptions are added, and all additional subscriptions will terminate on the same date as the underlying subscriptions.
4) Third Party Applications
The Services may be compatible or useful in connection with a third party applications or services, including, for example, other applications and implementation and other consulting services. Any acquisition by you of such other third party applications or services, and any exchange of data between you and any other provider, is solely between you and the applicable other provider. WE DO NOT WARRANT OR SUPPORT THIRD PARTY APPLICATIONS OR OTHER SERVICES, WHETHER OR NOT THEY ARE DESIGNATED BY US AS “CERTIFIED” OR OTHERWISE.
4.1.) Third Party Integrations
The Services may contain features designed to interoperate with third party applications (such as Google and salesforce.com). To use such features, you may be required to obtain access to third party applications from their providers, and may be required to grant us access to your account(s) on the other applications. If the provider of other application ceases to make the third party applications available for interoperation with the corresponding Service features on reasonable terms, we may cease providing those Service features without entitling you to any refund, credit, or other compensation.
5) Payment for Services Rendered
Customer will pay Woolza the then applicable fees described in the Order Form for the Services and Set Up Services in accordance with the terms therein (the “Fees”). Woolza reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Woolza has billed Customer incorrectly, Customer must contact Woolza no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Woolza’s customer support department.
5.1.) Payment Terms
Full payment for resources provided in any given month must be received by Woolza prior to the first day of the service period. First month service fees and set up fee is due immediately after the Woolza agreement is executed. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.
5.2.) Making Payments
By using our Services, you acknowledge and agree that our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, as “Taxes”). You are solely responsible for paying all Taxes associated with the use of our Services. If you are exempt from certain Taxes, you shall provide us with the valid Tax exemption documentation.
7) Intellectual Property
Unless otherwise indicated in writing by us, the Website, software, materials shared including, without limitation, the Woolza logo, trademarks, trade names, service marks, slogans and all designs, text, graphics, pictures, information, data, software, other files shared are the proprietary property of Woolza and are protected by U.S. and international copyright laws. No rights to the Contents are granted to you hereunder other than as expressly set forth herein.
7.1.) Work Product
(Data sourced, lists, scripts, templates, content created, etc) are excluded from 7) and are solely owned by the customer and Woolza can not share this work product unless explicitly permited by the customer.
8) Confidential Information
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Woolza includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Woolza to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after ten (10) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
9) Term and Termination
Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the agreement, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least five (5) days before the end of the initial service term.
9.2.) A party may terminate this Agreement for cause (i) upon 5 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. If Woolza terminates this Agreement, the Customer will pay any prorated unpaid fees covering the remainder of the term of all agreements.
9.3.) Upon any termination, Woolza will make all Customer Data and Work Product available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Woolza may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
10) Warrant and Disclaimer
Woolza shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform all Services in a professional and workmanlike manner. Services may be temporarily unavailable for unscheduled emergencies, sick days or other unforeseen issues that are beyond Woolza’s reasonable control, but Woolza shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption due to holidays, vacation days or Company sponsored events. However, Woolza does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND SET UP SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
11) Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO WOOLZA FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT WOOLZA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12) Indemnification (by us)
WE WILL DEFEND YOU AGAINST ANY CLAIM, DEMAND, SUIT OR PROCEEDING MADE OR BROUGHT AGAINST YOU BY A THIRD PARTY ALLEGING THAT THE TECHNOLOGY UNDERLYING OUR SERVICES INFRINGES OR MISAPPROPRIATES SUCH THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS (A “CLAIM AGAINST YOU”) AND WILL INDEMNIFY YOU FROM ANY DAMAGES, ATTORNEY FEES AND COSTS FINALLY AWARDED AGAINST YOU AS A RESULT OF, OR FOR AMOUNTS PAID BY YOU UNDER A COURTAPPROVED SETTLEMENT OF, A CLAIM AGAINST YOU, PROVIDED THAT (1) YOU PROMPTLY GIVE US WRITTEN NOTICE OF THE CLAIM AGAINST YOU; (2) YOU GIVE US SOLE CONTROL OF THE DEFENSE AND SETTLEMENT OF THE CLAIM AGAINST YOU (EXCEPT THAT WE MAY NOT SETTLE ANY CLAIM AGAINST YOU UNLESS IT UNCONDITIONALLY RELEASES YOU OF ALL LIABILITY); (3) YOU GIVE US ALL REASONABLE ASSISTANCE, AT OUR EXPENSE; AND (4) THE CLAIM AGAINST YOU DOES NOT RELATE TO CUSTOMER DATA OR ANY LEADS OR LEAD DATA GENERATED BY OUR SERVICES.
IN THE EVENT OF A DISPUTE, WE RESERVE THE RIGHT TO, AT OUR SOLE DISCRETION, AND AT NO COST TO YOU (1) MODIFY OUR SERVICES; (2) OBTAIN A LICENSE FOR YOUR CONTINUED USE OF THE SERVICE IN ACCORDANCE WITH THE AGREEMENT; AND (3) TERMINATE YOUR SUBSCRIPTIONS FOR THAT SERVICE UPON THIRTY (30) DAYS WRITTEN NOTICE AND REFUND YOU ANY PREPAID FEES COVERING THE REMAINDER OF THE TERM OF THE TERMINATED SUBSCRIPTIONS.
12.1.) Indemnification (by you)
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS WOOLZA, AND OUR PAST, PRESENT AND FUTURE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, CONSULTANTS, EQUITY HOLDERS, SUPPLIERS, VENDORS, SERVICE PROVIDERS, PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, PREDECESSORS, SUCCESSORS AND ASSIGNS (INDIVIDUALLY AND COLLECTIVELY, THE “WOOLZA PARTIES”) AGAINST ANY CLAIM, DEMAND, SUIT OR PROCEEDING MADE OR BROUGHT AGAINST WOOLZA PARTIES BY A THIRD PARTY ALLEGING YOUR CUSTOMER DATA, YOUR USE AND DISCLOSURE OF ANY DATA GENERATED FROM OUR SERVICES (INCLUDING ANY LEADS OR LEAD DATA), OR YOUR USE OF OUR SERVICES, INFRINGES OR MISAPPROPRIATES A THIRD PARTY RIGHT, VIOLATES YOUR CONTRACTUAL OR LEGAL OBLIGATIONS, OR VIOLATES ANY APPLICABLE LAW, RULES, OR REGULATION, EXCEPT TO THE EXTENT SUCH INDEMNIFICATION IS PROHIBITED BY LAW (A “CLAIM AGAINST US”). YOU WILL INDEMNIFY, DEFEND AND HOLD WOOLZA PARTIES HARMLESS FROM ANY CLAIM DAMAGES, AWARDS, JUDGMENTS, LOSSES, LIABILITIES, OBLIGATIONS, PENALTIES, INTEREST, FEES, EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND EXPENSES) AND COSTS (INCLUDING, WITHOUT LIMITATION, COURT COSTS, COSTS OF SETTLEMENT AND COSTS OF PURSUING INDEMNIFICATION AND INSURANCE), OF EVERY KIND AND NATURE WHATSOEVER IN CONNECTION TO A CLAIM AGAINST US, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, MATURED OR UNMATURED, OR SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, PROVIDED THAT (1) WE PROMPTLY GIVE YOU WRITTEN NOTICE OF THE CLAIM AGAINST US; (2) WE GIVE YOU SOLE CONTROL OF THE DEFENSE AND SETTLEMENT OF THE CLAIM AGAINST US; (EXCEPT THAT YOU SHALL NOT SETTLE ANY CLAIM AGAINST US UNLESS IT UNCONDITIONALLY RELEASES US OF ALL LIABILITY); AND (3) WE GIVE YOU ALL REASONABLE ASSISTANCE, AT YOUR EXPENSE.
THE INDEMNIFYING PARTY’S SOLE LIABILITY TO AND THE INDEMNIFIED PARTY’S EXCLUSIVE REMEDY AGAINST THE OTHER PARTY FOR ANY TYPE OF CLAIM DESCRIBED IN THIS SECTION.
13) Dispute Resolution, Governing Law, Venue, Jurisdiction
Each party agrees to the governing law of the State of Illinois without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of federal and state courts sitting in Chicago, Illinois.
All notices, permissions and approvals to Woolza pursuant to this Agreement shall be delivered to: