Updated: May 15 2020
These products, information and services available through leadoo.com and interactiveads.ai (“Service” or “Services”) are provided by Leadoo Marketing Technologies Ltd, business ID 2922046-1 (“Leadoo”).
These terms control the relationship between Leadoo and you (“Partner”). By using the Services, you agree to these terms.
The term “Partner” refers to the party that has accepted the offer and whose details have been defined in The Contract.
The term “Parties” refers to Leadoo and the Partner.
The term “Service” refers to the service package ordered by the Customer, the contents of which have been defined in The Contract.
By accessing and registering with Leadoo, the person or organisation entering into these Terms as a user of Leadoo, together with all individual users accessing Leadoo on that person’s behalf (together, “you”) accept and agree to be bound by these Terms. If you do not accept these Terms, you should contact Leadoo’s staff without delays. By using Leadoo and registering you accept these terms.
These terms bound you regardless of pricing tier, pricing, if you have signed a separate contract by hand or by accepting the terms when creating an account or any other reason.
The Partner’s contact person has entered into cooperation with the representative of Leadoo in accordance with the offer and these terms and conditions.
This Contract as a whole (hereinafter referred also to as “Contract”) consists of a written offer, this document’s order confirmation and the general terms and conditions of this document. In addition, written conversations conducted between the Parties via email are considered to be part of the Contract. Oral conversations are not considered to be part of the Contract. Any supplements or changes made to the terms of the Contract must be approved by both Parties, notwithstanding changes to the general terms which are handled according to paragraph 11. Email conversations are considered to be written conversations.
Through cooperation, Leadoo offers the Partner the services listed in The Contract. The features of the services are listed in The Contract. Leadoo and the Partner may agree on more specific features of the services in writing, e.g. via email.
Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Partner the Services. As part of the registration process, Partner will identify an administrative user name and password for Partner’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
Subject to the terms hereof, Company will provide Partner with reasonable technical support services via email, phone or online chat on best effort basis. Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.
Partner will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Partner for use on Partner premises or devices, Company hereby grants Partner a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
Partner may not use Service of any illegal or questionable, e.g. SPAM, usage according to legislation in their country of residence.
The Partner is obligated to pay the fees specified in The Contract to Leadoo. All prices quoted exclude VAT, and the valid VAT rate will be added to the prices.
The due date of the Service’s deployment fee is 14 days after the deployment of the Service, or on an individually agreed date.
Invoicing will be done separately for each contract period, and always at the start of the contract period.
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. Partner shall be responsible for all taxes associated with Services other than U.S. taxes based on Partner’s net income.
The service may also include separately priced additional features, services, products or other items. These services may be priced per item (e.g. BannerBot ads per views or clicks) or per feature (e.g. Analytics unit for an additional monthly fee) or bulk pricing (e.g. SMS messages in bulk of 1000 messages). You agree to pay this according to the application internal pricing and ensure that only people with the right to buy these have access to them inside the system.
The Partner may terminate this Contract by paying the payment obligations defined in The Contract in full for the entire remaining contract period.
Leadoo may terminate this Contract by the end of the agreed and paid contract period by notifying the Partner of this in writing.
Leadoo may terminate this Contract if Leadoo discovers that the Partner has intentionally or with gross negligence misused the Service in violation of its purpose. The Partner must be given the opportunity to rectify their actions before terminating the Contract.
The length of the contract period is defined in The Contract. The Contract will be automatically renewed and continue as an indefinite Contract after the contract period, unless the Partner has terminated the Contract by sending an email to firstname.lastname@example.org. The Contract will be renewed for 12 months at a time, unless the Parties agree otherwise in writing. The Contract must be terminated at least 14 days before the start of the new contract period.
The Partner is always responsible to Leadoo and to its customers for ensuring that any company using the Leadoo systems is committed to comply with good business ethics. The Partner has no right to transfer the Contract to a third party without Leadoo’s written consent.
The parties are obligated to inform each other immediately of any changes that may affect the fulfillment of the obligations related to the production of the Service. This information shall be sent to the contact persons of the Parties via email (email@example.com).
The Partner is responsible for any equipment, software, data connections and related services required to use and utilize the Service that are not included in the Service defined in this Contract. Leadoo is not responsible for any defects in the Service resulting from disruptions or incompatibilities with the Service in the hardware or software environment or data connections that are the responsibility of the Partner.
Leadoo has the right to make changes that affect the technology and use of the Service, provided that the content of the Service does not change significantly. Leadoo may replace the Service used to deliver the agreed services with either a new version of the Service or with another system.
Leadoo also has the right to change the services because of a change in legislation, because of an official decision, or because of any other specific reason when the circumstances have changed considerably. The Partner must, at their own expense, take care of such changes insofar as they call for changes to the Partner’s own equipment and systems.
Leadoo aims to inform the Partner of any changes affecting the services within a reasonable time in advance, as well as to take necessary measures to minimize any damages potentially caused to the Partner by these changes. Leadoo is not responsible for any damages caused by the aforementioned measures.
Leadoo may use your, and the company’s that you are representing, name and logo in its marketing collateral, websites, and promotional materials to identify you as a customer of Leadoo.
Leadoo may change these terms at any time, upon notice, and we recommend that you review the terms regularly. The up to date terms can be found on leadoo.com If you do not agree to the new terms for the Service, you should discontinue your use of the Service. The changes will become effective on the announced date.
If a Party breaches the Contract and thus causes any damages to the other Party, the breaching Party is liable to compensate the other Party for any direct damages caused to them by the breach. If a Party discovers that the Contract has been breached, the Party must immediately notify the other Party of the matter. The breaching Party must be given the opportunity to rectify the damages they have caused within a reasonable time before the actualization of the indemnity liability, described in this clause.
The Parties state that an error in the Leadoo system causes Leadoo’s liability to be limited to any direct damages caused to the Partner. Leadoo’s indemnity liability is limited to the total value of the current contract period of the Contract drawn up between the Parties and may in no case exceed this value. Any other parties such as Leadoo’s subsidiaries, officers, directors, employees, agents, partners and licensors shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, cost of procurement of substitute goods or services or other intangible losses (even if Leadoo has been advised of the possibility of such damages).
However, a Party shall never be held liable for any indirect or unforeseeable damages, such as loss of income, loss of profit, damage to one’s reputation or business interruptions. However, this limitation of liability shall not apply if the damage is caused intentionally or by gross negligence.
Leadoo is not responsible to the Partner’s customers or third parties for the availability or correctness of the services included in this program, nor for their suitability for a particular purpose.
Leadoo’s responsibility for technical services and their functionality is limited to the functionalities of Leadoo’s own information systems. Leadoo cannot guarantee disruption-free access to the services throughout the targeted coverage area of the services, or otherwise guarantee the availability or disruption-free use of the services. Leadoo is not responsible for any restrictions on the use of the service abroad.
Any compensation claims resulting from potential breaches of the Contract must be submitted to the other Party in writing (e.g. via email) within two (2) months from the date on which the Party detected or should have detected any negligence, action or error entitling the Party to compensation.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. LEADOO AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LEADOO AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS; (II) YOUR USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (III) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE SERVICE WILL BE ACCURATE OR RELIABLE; AND (IV) ANY DEFECTS OR ERRORS IN THE SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LEADOO OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
This Contract is governed by Finnish law. Any disputes shall be settled primarily through negotiation. If the Parties cannot find a satisfactory solution through negotiation, the dispute shall be settled before ordinary court in the Helsinki District Court.
If any particular term of these terms shall be held invalid, illegal or unenforceable, the remaining terms shall not be affected or impaired.
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