B2B Lead Generation Terms & Conditions
The terms and conditions set forth herein constitute the full and complete agreement for Purchased Services (hereinafter “Agreement”) between White Peak Growth Partners, LLC, of 1 E. Liberty Street, Suite 600, Reno, Nevada 89501 (hereinafter “White Peak” or “Us” or “We” or “Our”), and the entity listed as the Company in the above form, (hereinafter “Partner” or “You” or “Your”), and its assigns, agents, and contractors.
2. PURCHASED SERVICE.
White Peak’s B2B Lead Generation services selected by You (“Purchased Services”) shall be provided by White Peak to Partner throughout the Subscription Term. The Purchased Services will include original content created for You. Through the Purchase Service, White Peak will also interact with and export information to or from third-party services, including through features that allow Us to link our technology with an account on a third-party service such as LinkedIn.
If You intend for Your employee(s) to participate in the use of the Purchased Services using their own LinkedIn accounts, each employee must individually agree to Our End User Agreement.
3. LINKEDIN OTHER THIRD-PARTY SERVICES.
You are solely responsible for maintaining Your accounts on third-party services, including LinkedIn, in good standing and complying with any applicable third-party terms of service and laws. By using the Purchased Service, You authorize White Peak to act as Your agent and to take actions on Your behalf on or through the third party services and You agree that White Peak may transfer information to or from the applicable third party services on Your behalf and execute commands on or through such services at Your direction. Third-party services are not under White Peak’s control, and, to the fullest extent permitted by law, White Peak is not responsible for the use of exported information to or from any third party service that is performed on Your behalf. The Purchased Service may also contain links to third-party websites. Linked websites are not under White Peak’s control, and White Peak is not responsible for their content.
4. TERM OF PURCHASED SUBSCRIPTIONS.
This Agreement shall become effective as of the date You accept this (the “Effective Date“) and shall continue for a period of six (6) months (the “Initial Subscription Term“) and will automatically be extended thereafter for successive six (6) month terms (each a “Renewal Subscription Term“) (together and separately a “Subscription Term”) unless either Party terminates the Agreement as defined herein.
5. PAYMENT FOR PURCHASED SERVICES.
Partner shall pay a “Subscription Fee” to White Peak equal to the amount listed below PER USER based on the number of users of the Purchased Services You selected above:
- 1 user: $8,400 paid in six (6) equal installments of $1,400.00 per month per user
- 2 users: $6,600 per user paid in six (6) equal installments of $1,100.00 per month per user
- 3 users: $5,940.00 per user paid in six (6) equal installments of $990.00 per month per user
- 4 users: $5,346.00 per user paid in six (6) equal installments of $891.00 per month per user
- 5 or more users: $4,812.00 per user paid in six (6) equal installments of $802.00 per month per user
Each installment above a “Subscription Fee Installment”. You shall pay the first Subscription Fee Installment via credit card or ACH (e-check) only, upon request once You have accepted this Agreement.
You will pay all fees specified in this Agreement. Except as otherwise specified, (i) fees are based on purchased Services and not actual usage, (ii) payment obligations are noncancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant Subscription Term, although they may be increased and future Subscription Fee Installments will be reduced for all users, according to the fee schedule under Section 4 (Payment for Purchased Services)
7. ONGOING PAYMENT OBLIGATIONS.
You will provide White Peak with valid and updated credit card information or bank account information (a “Payment Method”) and You authorize Us to charge such Payment Method for all Subscription Fee Installments for the Initial Subscription Term and any Renewal Subscription Term(s) as set forth in Section 3 (“Term of Purchased Subscriptions”). Such charges shall be made in advance, on or about the anniversary date of Your first Subscription Fee Installment payment. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
8. OVERDUE CHARGES.
If a Subscription Fee Installment is not received by Us by the due date, then without limiting Our rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is higher.
9. SUSPENSION OF SERVICE AND ACCELERATION.
If any amount owed by You under this or any other agreement for Our services is ten (10) or more days overdue in the case of amounts You have authorized Us to charge to Your Payment Method, We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full.
10. ATTORNEY’S FEES.
If either Party breaches any term, covenant, or condition of this Agreement, the breaching Party shall pay the other Party’s reasonable expenses, including attorney’s fees, incurred in enforcing its rights under this Agreement.
11. PAYMENT DISPUTES.
We will not exercise Our rights under Section 8 (Overdue Charges) or 9 (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
12. WARRANTIES OF TITLE.
Partner represents and warrants that the use of all elements that Partner provides to White Peak for Purchased Services or otherwise, including text, images, copy, keywords or keyword phrases, or any other content, will not infringe upon or violate any copyrights, trademarks, service marks, trade secrets, privacy and publicity rights, contractual rights, or other rights of any third party.
13. DISCLAIMERS; NO WARRANTIES.
The Purchased Service and all materials and content available through the Purchased Service are provided As Is and on an As Available basis. White Peak disclaims all warranties of any kind, whether express or implied, relating to the service and all materials and content available through the service, including: (A) any implied warranty of merchantability, fitness for a particular purpose, title, quiet enjoyment, or non-infringement; and (B) any warranty arising out of course of dealing, usage, or trade. White Peak does not warrant that the Purchased Service or any portion of the Purchased Service, or any material or content offered through Purchased Service, will be uninterrupted, secure, or free of errors, virus, or other harmful components, and White Peak does not warrant that any of those issues will be corrected.
No advice or information, whether oral or written, obtained by You from the Purchased Service or White Peak Entities or any material or content available through the Purchased Service will create any warranty regarding any of the White Peak Entities or the Purchased Service that is not expressly stated in their terms. We are not responsible for any damage that may result from the Purchased Service and Your dealing with any other service user. You understand and agree that You use any portion of the Purchased Service at Your own discretion and risk and that We are not responsible for any damage to Your property (including Your computer system or mobile device used in connection with the service) or any loss of data, including user content.
The Limitations, Exclusions, and Disclaimers in this Section apply to the fullest extent permitted by the law.
14. LIMITATION OF LIABILITY.
To the fullest extent permitted by law, in no event will the White Peak Entities be liable to You for any indirect, incidental, special, consequential, or punitive damages (including damages for loss of profits, goodwill, or any other intangible loss) arising out of or relating to Your access to or use of, or Your inability to access or use, the service or any materials or content on the Purchased Service, whether based on warranty, contract, tort (including negligence), statute or any other legal theory, and whether or not any White Peak Entity has been informed of the possibility of damage.
To the fullest extent permitted by law, the aggregate liability of the White Peak Entities to You for all claims arising out of or relating to the use of or any inability to use any portion of the Purchased Service or otherwise under these Terms, whether in contract, tort or otherwise, is limited to $100.
15. GOVERNING LAW.
This Agreement will be governed by and construed in accordance with the laws of the State of Nevada.
This Agreement may not be assigned to another party, in whole or in part, without White Peak’s written consent. Any attempt to assign this Agreement without such consent will be null and void.
17. MODIFICATION OF THE SERVICE.
White Peak reserves the right to modify or discontinue the Purchased Service at any time (including by limiting or discontinuing certain features of the Purchased Service), temporarily or permanently, without advanced notice to You. This term is necessary because we rely upon access to LinkedIn and other third-party services that we have no control over. White Peak will have no liability for any change to or discontinuation of the Purchases Service or any suspension or termination of Your access to or use of the Purchased Service beyond a refund for prepaid services in the unlikely event of a discontinuation of the Purchased Services or an interruption of the Purchased Service for more than 72 hours.
To the fullest extent permitted by law, You are responsible for Your use of the Purchased Service, and You will defend and indemnify White Peak and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “ White Peak Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) Your unauthorized use of, or misuse of, the Purchased Service; (b) Your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) Your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between You and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You (without limiting Your indemnification obligations with respect to that matter), and in that case, You agree to cooperate with our defense of those claims.
Either Party may terminate this Agreement by providing written notice of termination to the other Party at least thirty (30) days prior to the end of a Subscription Term, at which point the Agreement will not renew beyond the then-current Subscription Term. Further, if White Peak should discontinue the Purchased Service, you will have no further financial obligation to White Peak.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.
21. ENTIRE AGREEMENT.
This Agreement, and any and all exhibits and attachments are the complete and exclusive agreement between the Parties with respect to the Purchased Services, superseding and replacing any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter. The terms and conditions of this Agreement will prevail over any contrary or inconsistent terms in any purchase order. This Agreement may only be modified, or any rights under it waived, by a written document executed by both Parties.
22. IN WITNESS WHEREOF,
White Peak and You enter into this Agreement with the intent of being mutually bound by its terms. By accepting these Terms & Conditions (i.e. this Agreement), You warrant and represent that You have the authority and capacity to bind the Partner.
To accept this Agreement, click the “Accept Terms & Conditions” button at the prompt above.
Effective as of 2/1/2019