Advertiser Terms and Conditions
Each Order will specify 1) the Services Category (“Solution”) pertinent to the Advertiser being promoted by InsideUp, 2) a Budget (either a “Monthly”, “Quarterly” or a “Pilot” campaign “Budget” and 3) the qualification criteria using firmographic criteria. InsideUp offerings include DataConnect, Data verified using phone, MarketingConnect, Leads verified based on content engagement and SalesConnect, Leads qualified based on phone conversations.
1. Use of the System. During the term of this Agreement, with terms specified in Your Order and subject to Your compliance with all the terms and conditions hereof, You are authorized to access the System solely to place Orders for Data and Leads and manage Your InsideUp Advertiser account(s) (each, an “Account”). Your Orders may be placed in the System; and InsideUp will fill Your Order using our Marketing Campaign(s) (“Campaign(s)”) subject to Data and Lead availability. You represent, warrant and covenant that all information You provide, whether on behalf of Yourself or other third parties, for the purpose of enrolling as an Advertiser (i.e., creating an Account) will be, to the best of Your knowledge, accurate, complete and current at all times and that, in the case of third-party information You provide, that You are duly authorized by such third parties to provide such information. You further represent and covenant that Advertiser will not distribute or re-sell to any third party any Data or Lead provided to You by InsideUp through the System. Furthermore, Advertiser will use any Data or Lead provided to You by InsideUp solely for the solicitation and sale, by You, directly to an end-user business, of those products or services either as requested by them and/or as represented in Orders You have placed in the System
2. Data and Lead Verification, Delivery and Contact Information. Data or Leads provided by InsideUp through the System will contain the following information: name, company, job title, level, function, company size, industry classification, address, state, phone number, and e-mail address in addition to specific information related to the Order. In some cases, company website address and LinkedIn URL for the contact will be provided but this is not guaranteed. Each SalesConnect Lead provided to Advertiser will be exclusive meaning the Lead will not be submitted within six (6) months before or after the time of delivery to any other company that provides the same Solution as the Advertiser.
3. Restrictions. You shall not (either directly or indirectly):
4. Budget, Payments and Billing. You agree to pay InsideUp for all charges to Your Account, in accordance with this Agreement and the InsideUp payment plan (“Payment Plan”). Billing will be monthly for Data or Leads delivered and payments are due upon receipt and considered late if not paid within 30 days from receipt of invoice. Advertiser can set either a Monthly, Quarterly or Pilot campaign Budget. A Monthly Budget is set on a calendar month basis and is not based on either the date when the Account was initially setup or when the Agreement was signed. InsideUp guarantees that it will not exceed the Monthly Budget as specified in the Order, but cannot guarantee that it will always deliver Leads to meet the Monthly Budget. A Quarterly Budget is set for a specified 3-month period. InsideUp guarantees that it will not exceed the Quarterly Budget as specified in the Order, but cannot guarantee that it will always deliver Leads to meet the Quarterly Budget. A Pilot Budget is set for a specified dollar amount and not a specific time period. InsideUp guarantees that it will not exceed the Pilot Budget as specified in the Order, but cannot guarantee that it will always deliver Leads to meet the Pilot Budget. Quarterly or Pilot campaign budgets cannot be cancelled or changed. Changes to, and/or cancellations of, Monthly Budget campaigns requires a 60-day written notice.
5. Confidentiality. During the term of this Agreement, each party (a “Disclosing Party”) may provide the other party (a “Receiving Party”) with confidential and/or proprietary materials and information (“Confidential Information”). All materials and information provided by Disclosing Party to Receiving Party and identified at the time of disclosure as “Confidential” or bearing a similar legend, and all other information that the Receiving Party reasonably should have known was the Confidential Information of the Disclosing Party, shall be considered Confidential Information. Receiving Party shall maintain the confidentiality of the Confidential Information and will not disclose such information to any third party without the prior written consent of Disclosing Party. Receiving Party will only use the Confidential Information internally for the purposes contemplated here under.
6. Representations and Warranties. You represent and warrant that You have sufficient authority, including all necessary authority, approvals, and waivers by third parties on whose behalf You may be acting, to enter into this Agreement. You represent and warrant that Your use of InsideUp’s services is solely for lawful commercial and business purposes. You further represent and warrant that all information You provide, whether on behalf of Yourself or other third parties, in connection with this Agreement (e.g., through the enrollment process) and on Your website is, and will be updated to remain, current and accurate to the best of Your knowledge. In addition, You represent and warrant that all of Your activities in connection with this Agreement shall comply with applicable laws and regulation (including, without limitation, that You will not engage in telemarketing activities that are in violation of the Federal CAN-SPAM Act, the Do Not Call Implementation Act, or the Telemarketing and Business Fraud and Abuse Prevention Act). Advertiser understands that, during the course of its activities, InsideUp is the controller of personally identifiable data and, as such, must ensure that its data handling methods, procedures and policies are, to the best of its ability, in compliance with the provisions of the General Data Protection Regulation (GDPR) as promulgated by the European Union (EU), the California Consumer Privacy Act (CCPA), and other similar consumer privacy laws that may be subsequently enacted in the US.
7. Ownership; No Challenge to Intellectual Property Rights. You expressly acknowledge and agree that, as between You and InsideUp, InsideUp owns all right, title, and interest (including intellectual property rights throughout the world) in and to the System, the InsideUp Websites, and any software programs or tools, utilities, technology, inventions, devices, specifications, documentation, ideas, concepts, know-how, processes, methodologies, techniques, and materials of any kind used or developed by (or on behalf of) InsideUp in connection with the InsideUp Websites or the System (collectively “InsideUp Materials”). Except as expressly authorized by InsideUp in writing, You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any InsideUp Materials. You covenant that You will not assert any rights in, or challenge InsideUp’s ownership of, any InsideUp Materials. InsideUp may terminate this Agreement
8. Term. This Agreement shall commence upon Your indication that You have accepted this Agreement by “clicking through” the acceptance button on the InsideUp Website, by accepting this Agreement on a commercial electronic signature website (e.g., DocuSign) or by submitting an Order and shall last until terminated as set forth herein or as specified in the Order.
9. Termination; Suspension. Either party may terminate this Agreement in the event the other party breaches this Agreement and fails to cure such breach within thirty (30) days from receipt of notice thereof. This Agreement may also be terminated by either party, for any or no reason, upon 30-day notice to the other party unless a minimum term or specific Total Budget is specified in Order. All material changes to the Order will require a 30-day notice. The start date to meet minimum term requirements will be the start date specified in Order or the date when the first Data or Lead is delivered, whichever is later. This Agreement may be terminated by InsideUp in the event You become insolvent or generally unable to pay Your debts as they become due, or become the subject of a bankruptcy, conservatorship, receivership, or similar proceeding, or make a general assignment for the benefit of creditors. In addition, Your Account may be closed, and InsideUp may terminate this Agreement, if Your Account has not been logged into and/or there have been no transactions credited to Your Account for any 90-day period. Your Account may be temporarily deactivated as a result of any material breach of this Agreement pending termination or cure of Your breach. If You are in breach of this Agreement, InsideUp reserves the right to suspend Your Account without notice (until such time as InsideUp is satisfied the breach has been cured). Upon termination of this Agreement, Your right to access or otherwise use the System shall immediately terminate and the following provisions shall survive termination of this Agreement: 3 and 6 through 17 (inclusive).
10. Indemnification. Either party shall defend, indemnify, and hold harmless the other party, its affiliates, and each of its, and its affiliates’ employees, contractors, directors, suppliers, and representatives from all liabilities, damages, losses, claims, and expenses, including reasonable attorneys’ fees, that arise from the indemnifying party’s breach of this Agreement, or otherwise from use of the System. InsideUp and Advertiser reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by each other, in which event, both parties will assist and cooperate with InsideUp in asserting any available defenses.
11. Warranty Disclaimer. THE SYSTEM (INCLUDING, WITHOUT LIMITATION, ALL CONTENT AND INFORMATION AVAILABLE THROUGH THE SYSTEM) IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. INSIDEUP, AND ITS SUPPLIERS, LICENSORS AND PARTNERS DO NOT WARRANT THAT:
(A) THE SYSTEM WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION;
12. Limitation of Liability. NEITHER INSIDEUP NOR ANY OF ITS SUPPLIERS, LICENSORS, OR PARTNERS SHALL BE LIABLE UNDER THE SUBJECT MATTER OF THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, FOR:
13. Dispute Resolution. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in San Diego, CA using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties’ consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Southern District of California.
14. Press Releases. Either party shall not issue any press release or other public statement regarding this Agreement, InsideUp, and/or other parties, affiliates or Marketing Partners without the prior written consent of InsideUp.
15. Force Majeure. Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, failure, delay or breakdown of the System, riots, insurrection, global pandemics, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.
16. Notices. Except as provided elsewhere in this Agreement, both parties must send all notices relating to this Agreement: (a) for InsideUp, via registered mail, return receipt requested or via an internationally recognized express mail carrier to InsideUp, Inc., 8880 Rio San Diego Drive, Suite 800 San Diego, CA 92108, and, (b) for You, at the email address listed on Your Account, effective upon sending, as long as InsideUp does not receive an error message regarding the delivery.