SALES LEADS DEPOT TERMS & CONDITIONS

This website is provided by NoScopeData, LLC d/b/a SalesLeadsDepot.com (“NSD”, “we”, “our”, or “us”). This agreement explains the terms by which you may access and use our online, mobile services, and/or software programs provided on or in connection with SalesLeadsDepot.com (hereinafter collectively “SLD”).

By accessing or using SLD you signify and consent that you have read and understood, and agree to be bound by these Terms and Conditions (this “Agreement”) and to the collection and use of your information as set forth in our Privacy Policy, whether or not you are a registered user of SLD. SLD reserves the right to modify these terms and will provide notice of these changes as described below. This Agreement applies to all visitors, users, and others who access SLD services (“Users”)

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

1. SalesLeadsDepot.com

NSD, through SalesLeadsDepot.com, provides customers with access to lists of small businesses and self-employment leads (“Leads”) and other services/products (collectively, “Services”). These leads have been gathered from a variety of sources. The Leads can be used to send emails, SMS, MMS, telephone calls, and other outreach methods (collectively, “Outreach”) in compliance with Applicable Laws. “Applicable Laws” means any federal, state, or local law regulation, rule, or order, of any government authority, including but not limited to the following United States statutes, and any corresponding regulations relating thereto: the Telephone Consumer Protection Act (“TCPA”), Telemarketing Sales Rule (“TSR”), the Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CAN-SPAM”), the California Consumer Privacy Act of 2018 (“CCPA”), California Privacy Rights Act (“CPRA”), and other applicable state and federal laws concerning calling, texting, and marketing to individuals and processing their information, including any and all applicable “Do Not Call” prohibitions or regulations.

2. SERVICES

2.1 Eligibility

This is a contract between you and NSD. You must read and agree to these terms before using SLD. If you do not agree to the terms and conditions of this Agreement, you do not have our permission to use SLD. You may use SLD and its Services only if you can form a binding contract with NSD, and only in compliance with this Agreement and all Applicable Laws. Any use or access to SLD by anyone under eighteen (18) years of age is strictly prohibited and in violation of this Agreement. SLD and its Services are not available to any Users previously removed/terminated by NSD.

2.2 Limited License

Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use SLD as permitted by the features authorized by NSD. NSD reserves all rights not expressly granted herein in SLD and the SLD Content (as defined below). NSD may terminate this license at any time for any reason or for no reason.

2.3 SLD Accounts

Your SLD Account gives you access to the Services and functionality that NSD may establish and maintain from time to time and at our sole discretion. We may maintain different types of SLD Accounts for different types of Users. If you open an Account on behalf of a company, organization, or other entity, then: (i) “you” includes both you and that entity; and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity's behalf. By connecting to SLD with a third-party service, you give us permission to access and use your information from that service as permitted by that service

You may control your SLD Account and how you interact with SLD by changing the settings in your Settings page. By providing NSD your email address, you consent to our using the email address to send you notices related to SLD, including any notices required by law, in lieu of communication by postal mail. With your consent, we may also use your email address to send you other messages, such as changes to features of SLD and special offers. If you do not want to receive such email messages, you may opt out by clicking on the unsubscribe link on the bottom of our emails. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

2.4 SLD Rules

When using SLD, you agree not to: (a) except where expressly permitted, use the Services to engage in spamming, "chain letters", "pyramid schemes", advertisement of illegal or controlled products or services, or other advertising or marketing activities that violate this Agreement, the Privacy Policy or any applicable laws, regulations or generally-accepted advertising or marketing industry guidelines; (b) use any Outreach to contact the Leads using an automatic telephone dialing system (“ATDS”) or artificial or prerecorded voice technologies without obtaining the Customer's prior express written consent to do so; (c) use the Services in any manner that infringes, violates or misappropriates any third party's intellectual property or proprietary rights; (d) use the Services to perform Outreach in any manner that is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes; (e) use the Services in any manner is libelous or defamatory, or that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or is invasive of another's privacy; (f) use the Services in any manner that is harmful to minors in any way; (g) use the Services in any manner that is hateful or discriminatory based on race, color, gender, gender identity, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by NSD; (h) use the Services in any manner that constitutes or contains any form of advertising or solicitation to users who have requested not to be contacted about other services, products or commercial interests; (i) attempt to gain unauthorized access to SLD, or any part of its functionality, other NSD Accounts, computer systems or networks connected to SLD, or any part of them, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of SLD or any activities conducted using SLD; (j) modify or attempt to modify SLD in any manner or form, or use modified versions of SLD, including but not limited to for the purpose of obtaining unauthorized access to SLD; (k) use any robot, spider, scraper, or other automated means to access SLD for any purpose without our express written permission, or bypass any measures we may use to prevent or restrict access to SLD; (l) impersonate another person or access another User's SLD Account without that User's permission or to violate any contractual or fiduciary relationships; (m) share passwords authorized or issued by NSD with any third party or encourage any other User to do so; (n) misrepresent the source, identity, or content of the Leads; (o) modify, adapt, translate or create derivative works based upon SLD; (p) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of SLD, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; (q) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Services to any third party; provide time sharing or similar services for any third party; or use SLD for any purpose other than your own internal business use; (r) remove, circumvent, disable, damage or otherwise interfere with security-related features of SLD, features that prevent or restrict use or copying of any content accessible through SLD, or features that enforce limitations on use of SLD; or (s) access SLD if you are a direct competitor of SLD, except with SLD's prior written consent.

2.5 Compliance with Applicable Laws

As part of SLD, we may send marketing and advertising communications on your behalf to Customers. In connection with such communications and your use of SLD, you hereby represent and warrant that: (i) you have all necessary consents, licenses, rights and authorizations, including, but not limited to, prior express written consent where required for contact under the TCPA, for us to send such communications on your behalf; (ii) you will not, either directly or indirectly, direct us to send communications to any person under the age of thirteen (13) years of age including, without limitation, by including any individual under the age of thirteen (13) in any list of Customers you may provide to us; and (iii) your use of SLD (including, without limitation, your provision of User Content, your creation of communications for Customers, collection of Customer lists and contact information, and your instructions for us to send such communications to Customers on your behalf) will be in compliance with any and all applicable laws, rules and regulations, including (without limitation) any data privacy and advertising laws, in each jurisdiction in which you will be sending marketing communications to a resident of the jurisdiction. You agree that, as between the parties, you are the sender of any email message or other communication transmitted through the Service on your behalf. NSD is not responsible for reviewing the contents of any communication transmitted through the Services or transmitted by you related to your use of the Service, nor is it responsible for obtaining any necessary consents or permissions from the message recipients.

2.6 Changes to SLD

We may, without prior notice: (i) change SLD; (ii) stop providing SLD or features of SLD, to you or to Users generally; or (iii) create usage limits for SLD. We may permanently or temporarily terminate or suspend your access to SLD without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.

3. OUR PROPRIETARY RIGHTS

SLD and all materials therein or transferred thereby, including, without limitation, the Services, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “SLD Content”), and all Intellectual Property Rights related thereto, are the exclusive property of NSD and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and 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 SLD Content. Use of the SLD Content for any purpose not expressly permitted by this Agreement is strictly prohibited.

You may choose to or we may invite you to submit comments or ideas about SLD, including without limitation about how to improve SLD or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place NSD under any fiduciary or other obligation, and that we are free to use the idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, NSD does not waive any rights to use similar or related ideas previously known to NSD, or developed by its employees, or obtained from sources other than you.

4. FEES AND PAYMENT POLICIES

4.1 Fees

We will charge fees (“Fees”) for your use of SLD and the provision of the Services. You agree to pay any and all Fees based on the Pricing and Payment Terms (“Pricing”) that you select for your purchase of the Leads (“Purchase Ordering Process”). For more information about our Pricing, please review the website. NSD reserves the right to add new products and/or services for additional fees and charges or subscription terms, and may add or amend fees and charges for existing Services, at any time and in its sole discretion. If NSD adds or amends its Fees, we will update our Pricing in SLD and notify you of the changes. Any future change to our Pricing shall become effective immediately upon notice of such change as provided to you. However, any future changes to our Pricing will not apply to any previously selected Purchase Ordering Options.

4.2 Purchasing; Charges, Billing, and Policies

Unless otherwise indicated in writing, your Purchase Ordering Options and/or additional Pricing terms for access and use of SLD will not require any subscription or licensing agreement. Fees will be accrued on a per unit basis. Fees will be reconciled based on the Pricing Tiers authorized by your designated Account Admin and in accordance with the selections designated in your Purchase Ordering Options.

When you use and/or make purchases in SLD, you expressly acknowledge and agree that NSD, upon rendering services, is authorized to charge for the Fees identified in your Purchase Ordering Options. NSD will also charge for any applicable taxes and for any other charges you may incur in connection with your use of SLD, subject to automatic adjustment(s) as described in Section 4.3 of this Agreement.

You acknowledge and agree that the amount you are billed may vary due to: (i) any agreed upon or updated promotional offers; (ii) migrations to a subscription-based billing model; (iii) changes in applicable federal, state, or local taxes; (iv) and/or changes in Fees in accordance with Sections 4.1 and 4.3 of this Agreement. Further, you authorize NSD to charge your active payment method for any previously changed amounts.

4.3 Itemized Fee Selection

Itemized Fees are assessed and set forth according to the default selection values designated by your Account Admin. For the initial purchasing term(s), you agree to pay the Fees associated with the deliverables that you choose in your Purchase Ordering Options which requires selecting between different States, Occupations, Amount of Data, and any other criteria.

4.4 Refunds

Due to the nature of the Services, all sales are final. No refunds will be issued once the Leads are ordered.

4.5 Payment Information; Taxes

We, or our third-party payment processors and/or agents, may charge you for Fees and for any other charges you may incur while using SLD. NSD will charge the active payment method that you have provided for such charges once you have been notified. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with SLD must be accurate, complete, and current.

You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with SLD at the prices in effect when such charges are incurred. This does not affect any other rights and remedies available to us. You will pay any and all applicable taxes, if any, relating to any such payments of Fees, purchases, transactions or other monetary transactions.

5. SECURITY

NSD uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your personal information and to implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information to us at your own risk.

6. INDEMNITY

You agree to defend, indemnify and hold harmless NSD and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to SLD, including any data or content transmitted or received by you; (b) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (c) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (d) your violation of any applicable law, rule or regulation, including, but not limited to, violations of the TCPA; and (e) your willful misconduct, including misconduct related to the use of the Leads or your Outreach to the Leads.

7. NO WARRANTY

SLD IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF SLD IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SLD IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NSD OR THROUGH SLD WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, NSD, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT SLD WILL MEET YOUR REQUIREMENTS; THAT SLD WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT SLD IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF SLD IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF SLD.

8. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NSD, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, SLD. UNDER NO CIRCUMSTANCES WILL NSD BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF SLD OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NSD ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM SLD; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH SLD; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL SLD, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO NSD HEREUNDER OR $100.00, WHICHEVER IS GREATER.

9. GOVERNING LAW, ARBITRATION, AND CLASS ACTION/JURY TRIAL WAIVER

9.1 Governing Law

You agree that: (i) NSD shall be deemed solely based in Florida; and (ii) SLD shall be deemed a passive service that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Florida. This Agreement shall be governed by the internal substantive laws of the State of Florida, without respect to its conflict of laws principles.

9.2 Arbitration

Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from NSD. For any dispute with NSD, you agree to first contact us at contact@salesleadsdepot.com and attempt to resolve the dispute with us informally. In the unlikely event that NSD has not been able to resolve a dispute after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Orlando, Florida, unless you and NSD agree otherwise. If you are using SLD for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses. If you are an individual using LEAD ARENA for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney's fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing NSD from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.

9.3 Class Action/Jury Trial Waiver

With respect to all persons and entities, regardless of whether they have obtained or used SLD for personal, commercial or other purposes, all Claims must be brought in the parties' individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one (1) person's Claims. You agree that, by entering into this Agreement, you and NSD are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.

9.4 Limitation on Claims

You and NSD agree that any cause of action arising out of or related to SLD and/or your use thereof must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

10. GENERAL

10.1 Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by NSD without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

10.2 Notification Procedures and Changes to the Agreement

NSD may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by NSD in our sole discretion. NSD reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. NSD is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. NSD may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the 'last modified date' at the top of this page and notify you that material changes have been made to the Agreement. Your continued use of SLD after any such change constitutes your acceptance of the new Terms and Conditions. If you do not agree to any of these terms or any future Terms and Conditions, do not use or access (or continue to access) SLD.

10.3 No Waiver

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and NSD's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

10.4 Contact

Please contact us at contact@salesleadsdepot.com with any questions regarding this Agreement.

10.5 Disclosures; California Residents

The provider of services is NoScopeData, LLC. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

10.6 Entire Agreement/Severability

This Agreement, together with any amendments and any additional agreements you may enter into with NSD in connection with your use of SLD, shall constitute the entire agreement between you and NSD concerning SLD. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.

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