1. Users/COPPA (Children Online Privacy Protection Act). Individuals under the age of 18 are not eligible to use our Websites. Any user using, visiting, or browsing an RLM Website or providing information to RLM is certifying that he/she is over the age of 18.
2. License; Authorized Account. Subject to these Terms of Service and your payment of any fees in the amounts and at the times as specified in your Registration Agreement, RLM grants you a nonexclusive, nontransferable right and license to use the Services. To take advantage of the Services available through the Website, each user must each register and create an account (each an “Authorized Account”). During the account creation process, each user will be required to provide information and establish a user name and password. To create an Authorized Account, you must be at least 18 years old.
You warrant and represent that the information you provide is accurate, current, and complete, and that you have the right, authority, and capacity to enter into the Agreement and will abide by all of the Terms. If you are accepting these Terms on behalf of any entity, you represent and warrant that such entity will be responsible for your or any of your user’s violation of these Terms. “You”, or “your” means, collectively, you, the individual using our Services, anyone authorized by you to use your Authorized Account, and the entity on whose behalf you are using our Services.
You understand and agree that accurate Authorized Account information is material to the parties’ relationship and to timely update all Authorized Account information. You understand and agree that you are also responsible for providing complete and accurate payment and billing-related information to RLM and updating such information as needed.
If you are using or logging into an Authorized Account assigned to you by your employer, additional terms may apply to your use of the Websites and Services. Moreover, your employer may be able to access or disable your Authorized Account without our involvement.
RLM also reserves the right to suspend or terminate any Authorized Account if any Authorized Account information is inaccurate, not current or incomplete, or for any violations of these Terms of Service.
You are solely responsible for any activities or actions taken using your Authorized Account user name whether or not you have authorized such activities or actions. It shall be your responsibility to immediately notify RLM of any unauthorized access or use of your user name or Authorized Account.
3. Term; Termination; And Payments. When you register for the Services by entering into a Registration Agreement, you agree to pay RLM a “Fee” to use the Services and you authorize RLM to charge you the agreed upon Fee using your selected payment method. If any Fee is not paid when due, including if RLM is unable to process your transaction using the credit card information provided, RLM will suspend your Authorized Account until such time as the applicable payment is made and RLM will charge you interest at the legal rate on any such late payment. If you are unable to use your Authorized Account because it has been suspended, please contact RLM.
Except as otherwise provided by your Registration Agreement, your Registration Agreement and these Terms of Service shall continue until terminated upon 30 days written notice by you to RLM.
RLM may at any time, in RLM’s sole discretion, temporarily or permanently, terminate any Authorized Account, refuse to renew any Authorized Account, deny you access to the Website, and/or cancel any transaction via the Website for any reason, including, but not limited to, if we determine or suspect, in our sole discretion, that: (i) you have violated these Terms of Service, any laws, rules or regulations, or the rights of our other users or other third parties; or (ii) you have commenced a proceeding under bankruptcy, become insolvent, had a receiver appointed, or made an assignment for the benefit of creditors.
If your Authorized Account is suspended or terminated, at our discretion, RLM may also delete some or all of your Content (as defined below) or suspend or terminate your Authorized Account in the event of non-payment. At all times you should keep back up copies of any Content you upload to RLM.
4. Location and Identity Verification. When you register for the Services by entering into a Registration Agreement and create an Authorized Account, you authorize RLM, directly, or through third-parties or governmental organizations and resources, to make any necessary inquiries to validate your identity, your location, and confirm your ownership of the email address(es), accounts used to make or receive payments, as subject to applicable law. At RLM’s request, any company or entity using the Service must provide complete information about the business, which includes but is not limited to providing official government or legal documents.
5. Proprietary Information; Data Collection; Your Content. You acknowledge the technology created by RLM to provide the Website includes RLM’s trade secret information and is proprietary and highly confidential, and you will respect its confidentiality. You may not, directly or indirectly,
a. disassemble, decompile, reverse engineer or otherwise try to discover any source code or underlying organization, structures, ideas or algorithms of the Services (except and only to the extent these restrictions are expressly prohibited by applicable statutory law) or
b. copy, adapt, combine, integrate, bundle, create derivative works of, translate, localize, port or otherwise modify any Services.
By using the Services, you may gain certain knowledge about the Website and Services that is not generally known to the public, including, but not limited to, business reporting, business strategies, and business information, software, or other proprietary and information confidential information (collectively, “Confidential Information”). To the extent you learn any Confidential Information during your use of the Website, you agree that you will not use it except for purposes of using the Website and will not use that information to compete with RLM or develop your own lead management tool.
You understand that inherent in your use of the Services, RLM will gain insight and knowledge that may not be publically known or available about your business, data, customers, potential customers, cost information, and other potentially proprietary information and systems. RLM and its affiliates agree that it will not use that information to compete with your business and to use reasonable efforts to maintain the confidentiality of such information. Notwithstanding the foregoing, RLM may collect information relating to your use of the Services, including, but not limited to,
a. analytics information relating to your operating system, device type (e.g. iPhone, PC, etc.), IP address, page views, number of visits, and page views per visit; and
b. analytics information related to our specific services of lead management, including, but not limited to (1) the number of leads, (2) follow ups per lead, (3) time from lead assignment to first action; (4) finalized leads (dead or closed), (5) sources of leads, (6) status of leads, (7) time to quote a lead, (8) time between follow ups, and (9) other information naturally generated in the course of lead management (collectively, “Usage History”).
RLM may use this Usage History in any number of ways and may make such information available to you as part of the Service. You acknowledge that RLM has the right to collect and use this Usage History.
In connection with your Authorized Account, you may be able to upload documents to RLM. If you do, you agree that you will not post any documents or other materials (collectively, “Content”) that:
a. you do not have the authority to upload;
b. are in breach of any legal duty owed to a third party such as a contractual duty or a duty of confidence;
c. contain any material that is obscene (including sexually explicit material), offensive, abusive or hateful;
d. infringe any copyright, trademark or other intellectual property right of any person or organization; or
e. contain any material that contains viruses or any other computer code, programs or files designed to destroy, interrupt or limit the functionality of any computer, computer software or hardware or telecommunications equipment.
Content may only be uploaded in file formats supported by RLM. You agree:
a. to cooperate with RLM in correcting any problems associated with documents you upload or that are uploaded on your behalf; and
b. to retain back-up copies of the Content. At all times the Content and information that you provide in connection with the Services remains the property of the user, provided, however, that if information or data is anonymized, RLM has the right to use any information or data contained on the Website for its own purposes and in its sole and absolute discretion.
6. Modifications. RLM reserves the right to alter, modify or change a Website, Services, and Terms of Service at any time and in our sole discretion, including, but not limited, to make changes to comply with new laws, regulations, rules, or guidance provided by any federal or state court or agency. RLM also reserves the right to change the fee for its Services, as permitted by your Registration Agreement or these Terms of Service.
Any alteration, modification or change to the Website or Services will be effective immediately upon posting on the Website, and you waive any right you may have to receive specific notice of such alteration, modification or change. Frequently review these Terms of Service and all applicable policies to understand all terms and conditions that apply to your use of the Website and Services.
If you do not agree with these Terms of Service, or to any alteration, modification or change, your sole recourse is to stop using the Website and RLM’s Services and provide RLM with written notice that you will no longer use its Services.
Your continued use of the Website or any Services following the posting of any alterations, modifications or changes constitutes your agreement that you are bound by these Terms of Service, as modified, and to pay the Fee contemplated by your Registration Agreement.
7. Governing Law. These Terms of Service shall be governed by and construed under the laws of the State of Ohio and the United States of America without regard to any conflicts of laws principles.
8. Dispute Resolution – Mandatory Arbitration and Class Action Waiver. THIS SECTION REQUIRES THE PARTIES TO ARBITRATE DISPUTES AND LIMITS THE MANNER IN WHICH RELIEF CAN BE SOUGHT BY YOU OR RLM.
a. Informal Efforts to Resolve Dispute. For any dispute, you and RLM agree to attempt to resolve the dispute informally, which may include mediation.
b. Arbitration Notice. THESE TERMS OF SERVICE CONTAIN A BINDING ARBITRATION CLAUSE. PLEASE READ THIS PROVISION CAREFULLY, AS IT AFFECTS YOUR LEGAL RIGHTS. IT PROVIDES THAT ANY CLAIM RELATING TO YOUR USE OF THE WEBSITE AND SERVICES MAY BE RESOLVED BY BINDING ARBITRATION. YOU ARE ENTITLED TO A FAIR HEARING, BUT THE ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT, AND ARBITRATION DECISIONS ARE SUBJECT TO VERY LIMITED REVIEW.
CLAIMS MAY BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS. YOU EXPRESSLY WAIVE ANY RIGHT THAT YOU MAY HAVE TO ARBITRATE A CLASS ACTION. IF EITHER PARTY CHOOSES TO ARBITRATE A CLAIM, NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM IN COURT OR TO HAVE A JURY TRIAL ON THAT CLAIM, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO SUCH CLAIM.
c. Acknowledgment of Binding Arbitration Clause. Your use of the Website and Services is expressly conditioned upon your acceptance of the following binding Arbitration clause. By using the Website or Services, you acknowledge that you are giving up the right to litigate “Claims,” defined below, if either party elects Arbitration of the Claims pursuant to this clause, except as otherwise expressly provided herein, and you hereby knowingly and voluntarily waive the right to trial of all Claims subject to this binding Arbitration clause. You further acknowledge that you have read this Arbitration provision carefully, agree to its terms, and are completing your Authorized Account set up voluntarily and not in reliance on any promises or representations whatsoever except those contained in these Terms of Service and this binding Arbitration clause.
d. Arbitration of Claims. Except as expressly provided herein, any claim, dispute or controversy (whether based upon contract; tort, intentional or otherwise; constitution; statute; common law; or equity and whether pre-existing, present or future), including initial claims, counter-claims, cross-claims and third-party claims, arising from or relating to (i) a Website, (ii) the Services, (iii) the marketing of a Website or Services; (iv) these Terms of Service, including the validity, enforceability, interpretation, scope, or application of these Terms of Service and this binding Arbitration provision; and (v) any other agreement or instrument relating to the Website or Services, including your Registration Agreement (collectively a “Claim”) shall be decided, upon the election of you or RLM (or RLM’s owners, subsidiaries, affiliates, partners, officers, employees, contractors and subcontractors, vendors, carriers, insurers, successors, agents, assignees, or trustee in bankruptcy (collectively, “RLM”)), by binding Arbitration pursuant to this Arbitration clause and the applicable rules and procedures of the Arbitration administrator in effect at the time the Claim is filed.
e. The American Arbitration Association (“AAA”) shall serve as the Arbitration administrator. You may obtain copies of the current rules, forms, and instructions for initiating an Arbitration with the AAA by contacting the AAA as follows: on the web at www.adr.org or by writing to AAA at 1633 Broadway, 10th Floor, New York, NY 10019.
f. Other Claims Subject to Arbitration. In addition to Claims brought by either you or RLM, Claims made by or against RLM or anyone acting on your or RLM’s behalf (including anyone with access to your mobile phone or Authorized Account, or RLM’s owners, subsidiaries, affiliates, partners, officers, employees, contractors and subcontractors, vendors, carriers, insurers, successors, agents, assignees, or trustee in bankruptcy) shall be subject to Arbitration as described herein.
g. Exceptions. Claims that are excluded from this Arbitration provision are actions seeking injunctive relief and disputes related to RLM’s intellectual property. You and we further agree not to invoke the right to arbitrate any individual Claim you bring in small claims court or an equivalent court so long as the Claim is pending only in that court and remains pending only in that court.
h. Individual Claims Only. It is the intent of the parties to require Claims to be submitted to Arbitration on an individual basis only. Claims subject to this Arbitration provision may not be joined or consolidated in Arbitration with any Claim of any other person or be arbitrated on a class basis, in a representative capacity on behalf of the general public or on behalf of any other person, unless otherwise agreed to by the parties in writing. However, RLM and RLM’s owners, subsidiaries, affiliates, partners, officers, employees, contractors and subcontractors, vendors, carriers, insurers, successors, agents, assignees, and trustee in are “one person.”
i. Arbitration Fees. If an Arbitration is initiated by either party, who is responsible for payment of any Arbitration deposit or fees will be governed by the then applicable AAA rules.
j. Procedure. A single arbitrator will resolve the Claims. The arbitrator will be a lawyer with at least ten years’ experience or who is a former or retired judge. The Arbitration shall follow the rules and procedures of the Arbitration administrator in effect on the date the Arbitration is filed, except when there is a conflict or inconsistency between the rules and procedures of the Arbitration administrator and this Arbitration provision, in which case this Arbitration provision shall govern.
Any in-person Arbitration hearing for a Claim shall take place within the federal judicial district in which you live or at such other reasonably convenient location as agreed by the parties. The arbitrator shall apply applicable substantive law consistent with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”) and shall honor all claims of privilege and confidentiality recognized at law. All statutes of limitations that would otherwise be applicable shall apply to any Arbitration proceeding. The arbitrator shall only be empowered to grant relief that would be available in court under law or in equity.
At the request of any party, the arbitrator will provide a written explanation of the basis for the disposition of each claim, including written findings of fact and conclusions of law. This Arbitration provision is made pursuant to a transaction involving interstate commerce, and shall be governed by the FAA.
9. Disclaimers; Release; Limitation of Liability. RLM does not guarantee your continuous or secure access to the Website or Services. RLM provides no warranty as to the uninterrupted and continuous availability of any content you upload to RLM. Though RLM strives for 24/7 access to the Services, there may be times during scheduled maintenance and downtime that the Website or Services may not be available. RLM will use its best efforts to notify you in advance of any such maintenance or downtime. You acknowledge that the Internet is an open system and that RLM cannot guarantee that unauthorized third parties will not access RLM and the documents on it, although certain reasonable steps have been taken to prevent such unauthorized access.
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED TO USERS AND LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, RLM, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, RLM PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
YOU HEREBY RELEASE RLM, AND ITS OWNERS, SUBSIDIARIES, AFFILIATES, PARTNERS, OFFICERS, EMPLOYEES, CONTRACTORS AND SUBCONTRACTORS, VENDORS, CARRIERS, INSURERS, SUCCESSORS, AGENTS, ASSIGNEES, AND TRUSTEE IN BANKRUPTCY FROM ANY LIABILITY, INCLUDING NEGLIGENCE, IN CONNECTION WITH THE WEBSITE AND SERVICES, AND FROM ANY LOSS OR EXPENSE SUFFERED BY YOU RESULTING DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE WEBSITE OR SERVICES. IN NO EVENT WILL ANY PARTY BE LIABLE FOR ECONOMIC, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFIT OR LOSS OF DATA, LOSS OR INTERRUPTION OF USE, OR COST TO PROCURE SUBSTITUTE TECHNOLOGIES, GOODS OR SERVICES), WHETHER CLAIMED UNDER CONTRACT, TORT OR ANY OTHER LEGAL THEORY.
IF ANY EXCLUSION OR LIMITATION OF LIABILITY IS VOID, PROHIBITED OR UNENFORCEABLE BY APPLICABLE LAW, IN NO EVENT SHALL RLM BE LIABLE FOR ANY DAMAGES IN THE AGGREGATE IN EXCESS OF THE GREATER OF (I) THE AMOUNT PAID TO RLM FOR THE SERVICES OVER THE 12 MONTHS PRECEDING THE DATE ANY CLAIM ARISES AND (II) $100.
10. Indemnity. You further agree to defend, indemnify and hold harmless RLM and RLM’s owners, subsidiaries, affiliates, partners, officers, employees, contractors and subcontractors, vendors, carriers, insurers, successors, agents, assignees, and trustee in bankruptcy from and against all third-party claims, losses, liabilities, costs, expenses, demands, fines, and penalties (including without limitation reasonable attorneys’ fees and costs) arising from or relating to: (i) your access to or use of the Website or Services; (ii) your negligence or misconduct or that of your employees, agents, or independent contractors or anyone using your Authorized Account; and (iii) the breach of any of your obligations hereunder.
11. Limitation of Time to File Claims. ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO A WEBSITE OR THE SERVICES OR GOVERNED BY THESE TERMS OF SERVICE THAT IS NOT COMMENCED WITHIN TWELVE (12) MONTHS AFTER THE LATER OF (I) THE ACCRUAL OF; OR (II) RLM’S OR YOUR KNOWLEDGE OF (OR WHEN SUCH PARTY SHOULD HAVE REASONABLY BECOME AWARE OF) THE CLAIM, SHALL BE DEEMED BARRED.
a. Severability. If any provision of this Agreement is held invalid or unenforceable in any respect, the parties agree that such term or provision will be deemed to be modified to the extent necessary to permit its enforcement to the maximum extent permitted by applicable law, and the remainder of this Agreement and all other provisions hereof will not be affected thereby.
b. Assignment. You may not assign these Terms of Service, by operation of law or otherwise, without RLM’s prior express written consent. RLM reserves the right to freely assign these Terms of Service, and the rights and obligations hereunder, to any third party, including, but not limited to, a successor, without notice or consent. Subject to the foregoing, these Terms of Service will be binding on, inure to the benefit of, and be enforceable against you and your respective heir(s) or successor(s).
c. Marketing. You authorize RLM to include your name and logo in customer listings that may be published as part of RLM’s marketing efforts.
e. No Waiver. The failure of either party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other party of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions.
13. Contact/Notice. If you have questions about these Terms of Service or operation of a Website, or need to provide notice to RLM, please contact us as follows:
Retail Lead Management
500 Mamaroneck Avenue, Suite 320
Harrison, NY 10528
RLM does not guarantee that we will receive all such e-mail or other information timely and accurately and, except as otherwise required by these Terms of Service, RLM shall not be legally obligated to read, act on or respond to any such e-mail or other information. Be aware that Internet e-mail typically is not secure.
14. Identification of Agent to Receive Notification and Elements of Notification of Claimed Copyright or Trademark Infringement. If you believe that your copyrighted work or trademark has been uploaded, posted or copied to a Website is accessible on such Website in a way that constitutes copyright or trademark infringement, please contact RLM by email at DMCALegal@RetailLeadManagement.com or by regular mail at:
Retail Lead Management
500 Mamaroneck Avenue, Suite 320
Harrison, NY 10528
15. Difficulty Accessing Our Terms of Service. Individuals with disabilities who are unable to usefully access our Terms of Service on a Website may contact us at the above-listed contact information to inquire how they can obtain a copy of our Terms of Service in another, more easily readable format.