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Home | About Us | Contact Us | Site Map | Privacy Policy

Last Revised 07/08/2010

Insuralead, Inc. Terms of Service Agreement
As set forth in the Subscription Order Form or any renewal thereof (the "Order") Insuralead, Inc. ("INSURALEAD") and the company identified in the Order ("Customer") agree that INSURALEAD shall make available to Customer the services identified in the Order ("Services"), subject to this Subscription Agreement ("Agreement"). Services may include, but are not limited to, business information, legal or financial data and ratings of world-wide business entities supplied by INSURALEAD or any affiliate of INSURALEAD ("Information").
1. Licenses
1.1 INSURALEAD grants to Customer a non-exclusive, non-transferable license ("License") to use and display the Information specified in an Order, subject to the limitations contained in this Agreement and such Order. INSURALEAD retains all ownership rights (including copyrights and other intellectual property rights) in the Services, in any form, and Customer obtains only such rights as are explicitly granted in this Agreement and such Order.
1.2 Each license is for a term of 30 days, beginning on the effective date of the Order, unless another term is specified in the Order. The Service is available only for the number of users or benefiting audience members identified and described in the Order ("Authorized Users") and may not be shared with other persons or entities. An Authorized User is authorized by Customer to access the Services during the term of this Agreement and according to the terms of the Order, either online via Insuralead.com or after the Information has been downloaded in accordance with the terms of this Agreement. Insuralead reserves the right to deny access to any and all users in excess of the number of Authorized Users specified in the Order.
2. Restrictions on Use
2.1 The Services are licensed for Customer's internal use only and subject to any restrictions set forth in the Order. Customer will not provide Information, or other Services to others, whether directly in any media or indirectly through incorporation in a database, marketing list, report or otherwise, or use or permit the use of Information to generate any statistical or other information that is or will be provided to third parties (including as the basis for providing recommendations to others); use or permit the use of Information to prepare any comparison to other information databases that is or will be provided to third parties; or voluntarily produce Information in legal proceedings.
2.2 Customer will not use Information as a factor in establishing an individual's eligibility for (i) credit or insurance to be used primarily for personal, family, or household purposes, or (ii) employment. In addition, Customer will not use any Service to engage in any unfair or deceptive practices and will use the Services only in compliance with applicable state, local, federal or foreign laws or regulations, including but not limited to laws and regulations promulgated by the Office of Foreign Asset Control, applicable export restrictions, and/or those laws and regulations regarding telemarketing, customer solicitation (including fax and/or e-mail solicitation), data protection and privacy.
2.3 If applicable, upon expiration or termination of a License with respect to particular Information, or upon receipt of Information that is intended to supersede previously obtained Information, unless INSURALEAD instructs Customer otherwise, Customer will immediately delete or destroy all originals and copies of the Information, as applicable, and upon request, provide INSURALEAD with certification thereof.
2.4 Upon reasonable notice and during regular business hours, Customer will permit INSURALEAD to inspect the locations at, or computer systems on which, Information is used, stored or transmitted so that INSURALEAD can verify Customer's compliance with this Agreement.
2.5 INSURALEAD reserves the right to monitor Customer's use of the Service to ensure compliance with this Agreement and prevent fraudulent use. Such monitoring of use may include but will not be limited to determining whether or not the Service is accessed under the account from multiple computers, as well as noting downloads beyond the limit of the total number of records as may be set forth in the applicable Order or a disproportionate number of users. INSURALEAD reserves the right to limit access to the Services to (i) viewing or printing using a third party web browser print function, and (ii) downloading a maximum number of records per search. In addition, Authorized Users shall be bound by any access and download limitations per search session that are internal to a Service. Per 12-month term of the License, Customer and its Authorized Users shall be limited to downloading such total number of records as may be set forth in the applicable Order or posted within a Service. All download limitations will be enforced at Insuralead discretion. Customer may not make available a user name and password to a party that is not an Authorized User. Systematic access or extraction of content from the Service, including, but not limited to, the use of "bots" or "spiders," is prohibited. If such monitoring indicates you are not in compliance with this Agreement or if fraudulent activity is suspected, INSURALEAD reserves the right to take such action as it deems necessary, including, but not limited to, suspension or termination of the account.
3. D-U-N-S® Numbers
3.1 D-U-N-S Numbers are proprietary to and controlled by Dun & Bradstreet, Inc. and its affiliates. Where practicable, Customer will refer to the number as a "D-U-N-S® Number" and state that D-U-N-S is a registered trademark of the Dun & Bradstreet, Inc. and its affiliates.
4. Payment
4.1 Customer will pay INSURALEAD in accordance with the Order. Prices and product descriptions are those set forth in the Order. A late payment charge of the lesser of 1½% per month or the highest lawful rate may be applied to any outstanding balances until paid.
4.2 Customer will pay any applicable taxes relating to this Agreement.
5. Disclaimers
5.1 Though INSURALEAD and its affiliates use extensive procedures to keep its database current and to promote data accuracy, Customer acknowledges that the Information will contain a degree of error.
5.2 ALL SERVICES AND INFORMATION ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, INSURALEAD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. INSURALEAD DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE AND DISCLAIMS ANY WARRANTY OR REPRESENTATION REGARDING AVAILABILITY OF A SERVICE, SERVICE LEVELS OR PERFORMANCE. INSURALEAD WILL NOT BE LIABLE FOR ANY LOSS OR INJURY ARISING OUT OF, IN WHOLE OR IN PART, INSURALEAD CONDUCT IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING OR DELIVERING SERVICES OR INFORMATION.
6. Copyrights and Other Proprietary Rights
6.1 Information is proprietary, copyrighted works of INSURALEAD and its affiliates and comprises: (i) works of original authorship, including compiled Information containing INSURALEAD or its affiliates' selection, arrangement and coordination and expression of such Information or pre-existing material it has created, gathered or assembled; (ii) trade secret and other confidential information, including information that derives value or potential value from not being readily known or available; and (iii) information that has been created, developed and maintained by INSURALEAD or its affiliates at great expense, such that misappropriation or unauthorized use by others for commercial gain would unfairly and/or irreparably harm INSURALEAD and its affiliates or reduce INSURALEAD or its affiliates' incentive to create, develop and maintain such information. Customer will not commit or permit any act or omission that would contest or impair INSURALEAD or any affiliate's proprietary and intellectual property rights in Information or that would cause the Information to infringe the proprietary or intellectual property rights of a third party. Customer will reproduce INSURALEAD or its affiliate's copyright and proprietary rights legend on all copies of Information.
6.2 Customer will not use any trademark, service mark or trade name of INSURALEAD or any of INSURALEAD affiliated companies or publish any press releases regarding this Agreement or any order. Customer shall not disclose the negotiated pricing or terms of this Agreement, or any order, to any third party.
6.3 INSURALEAD represents and warrants to Customer that, to INSURALEAD knowledge, the Information, when used in accordance with this Agreement, does not violate any existing, U.S. copyrights, patents, trademarks, or other intellectual property rights of any third party, as of the effective date of the applicable Order. The foregoing warranty does not apply to the extent Customer modifies the Information in any way or combines the Information with material from third parties.
6.4 Customer shall implement and maintain security measures with respect to the Information in Customer's possession that effectively restrict access to Information only to Authorized Users with a need to know, and protect Information from unauthorized use, alteration, access, publication and distribution. In no event shall such security measures be less restrictive than those Customer employs to safeguard its most confidential information. Customer shall supply INSURALEAD with a description of such security measures at INSURALEAD request. In the event of an actual or suspected breach of such security measures, Customer shall notify INSURALEAD within 24 hours.
6.5 Registration data and other information about Customer is subject to Insuralead Privacy Policy.
7. Termination
7.1 In the event of material breach of paragraph 1, 2 or 6, the non-breaching party may immediately terminate, or INSURALEAD may suspend Services under, the applicable Orders without prior notice. In the event of material breach of any other part of this Agreement by Customer or INSURALEAD, the non-breaching party may terminate this Agreement or particular Orders if such breach is not cured within thirty (30) days of written notice of breach.
7.2 The provisions set forth in paragraphs 2, 3, 5, 6, 7.2, 8 and 9 will survive the termination of this Agreement.
8. Limitation of Liability
8.1 EXCEPT FOR CLAIMS ARISING OUT OF VIOLATIONS OF PARAGRAPHS 1.2, 2 OR 6, AGGREGATE LIABILITY WITH RESPECT TO A PARTICULAR ORDER, FOR CUSTOMER, WILL NOT EXCEED THE AGGREGATE AMOUNT PAYABLE BY CUSTOMER TO INSURALEAD PURSUANT TO SUCH ORDER, OR, FOR INSURALEAD, THE AGGREGATE AMOUNT PAID TO INSURALEAD BY CUSTOMER PURSUANT TO SUCH ORDER. ANY CLAIMS WILL BE BROUGHT, IN ACCORDANCE WITH THIS AGREEMENT, WITHIN 12 MONTHS OF THE FIRST OCCURRENCE GIVING RISE TO SUCH CLAIMS, OR SUCH CLAIMS WILL BE FOREVER BARRED.
8.2 INSURALEAD SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Choice of Law; Disputes
9.1 This Agreement is governed by and construed in accordance with the laws of the State of California, without regard to choice of law provisions. Any disputes arising out of this Agreement that cannot be resolved by the parties will be brought in state or federal court located in the County of Orange, California.
9.2 Customer will pay all costs and expenses, including reasonable attorneys' fees, that INSURALEAD incurs in any action to enforce Customer's obligations under this Agreement.
10. Miscellaneous
10.1 All prior agreements, both oral and written, between the parties on the matters contained in this Agreement are expressly cancelled and superseded by this Agreement. In no event shall any terms or conditions included on any form of Customer purchase order apply to the relationship between INSURALEAD and Customer hereunder, unless such terms are expressly agreed to by the parties in writing. Any amendments of or waivers relating to this Agreement or any Order must be in writing signed by both parties.
10.2 Third parties (including affiliates of INSURALEAD) that provide information, software or services to INSURALEAD or its affiliates for use in providing the Services are intended third party beneficiaries of paragraphs 5 and 8.
10.3 This Agreement binds and inures to the benefit of the parties and their successors and permitted assigns, except that neither party may assign this Agreement without the prior written consent of the other party; however, INSURALEAD may assign the Agreement to an affiliate or in connection with a merger or consolidation involving INSURALEAD (so long as the assignment is to the newly merged or consolidated entity) or the sale of substantially all of INSURALEAD assets (so long as the assignment is to the acquirer of such assets).
10.4 Your use of the information must in all cases comply with all applicable laws and regulations.