The following Terms & Conditions shall govern your (the Agent’s) use of
the Leads generated by Lenox and all business dealings between the parties.
You should carefully read the following Terms and Conditions as by affirming
your consent below, your use of the Leads and continued use of this site,
You agree to be bound by and to the following and to ensure that your
employees, agents or contractors abide the following:
" UseLenox.com," "Lenox,” "Company," or the "Provider" means the company,
its employees, officers, and agents.
"Agent," "you," or "yours" means the person, persons or entity that holds an
account with the Company to utilize the Leads generated by the Company for
its own insurance marketing purposes. Terms referencing "Agent" or "You"
apply equally to Agent’s employee, agents and contractors.
“Landing Page” in the context of Company’s Lead Generation Services, means
websites or webpages hosted by Company and utilized to generate Leads.
“Lead” means a file containing certain required information on a prospective
customer which has been generated by Company or its Publishers through their
respective websites. The specific information required for each Lead shall
be set forth in an Insertion Order.
“Lead Generation Services” means Company’s generation and distribution of
Leads obtained in whole or in part through the use of Landing Pages hosted
by Company via Company’s Lenox tracking and reporting system, pursuant to
"The Landing Page" in the context of the Company’s Lead Generation Services,
means websites or webpages hosted by the company and utilized to generate
Leads (e.g. www.auto-savings.com).
YOU MUST BE AT LEAST 18 YEARS OF AGE TO USE THIS SITE OR SIGN UP AS AN AGENT. By
signing up as an Agent you attest that you and your employees, agents and
contractors are at least 18 years of age.
Payments must be made on a pre-payment basis via credit card or wire
transfer under Agent’s account in the Company’s Lenox Platform. Leads will
be sold on a flat rate basis at two price points, premium and standard,
respectively. Leads will be purchased in real time, and the designated Lead
rate will be deducted from Agent’s prepayment account balance. Leads will
only be posted/ sold to Agent if they match Agent’s preset criteria as set
forth in their Lenox account. Agent agrees to pay Company for all posted
Leads that meet the criteria set by Agent and all caps and designations made
under Agent’s account shall be the sole responsibility of Agent. Agent
agrees that Company shall not be responsible for any Agent error or mistake
that causes unwanted Leads to be posted/sold to Agent’s account.
Company will provide Agent with Leads generated through its websites and
will deliver those Leads to Agent via the Lenox tracking and reporting
system. All reporting of actionable Leads shall be reflected in the Lenox
Platform. Agent will have three (3) days from the posting of a Lead to
submit a return request for one of the following reasons: (A) system error
in matching criteria as set by Agent; (B) invalid lead info; or (C) user
affirms that they did not request a quote. However, in no event shall
returns be accepted in excess of ten percent (10%) of total leads posted to
Agent in a single calendar week. After the above mentioned three (3) day
period has expired, all Leads shall be deemed valid and accepted. Final
determination of the number of payable Leads sold to Agent will be at the
sole discretion of the Company and Company’s determination shall be final
Collection and Use of Personal Information.
In order to access and use the website and Lenox Platform, Agent must
provide accurate personal and/or company information to Company through this
online registration process. You may be asked to provide your name, company
name, physical address, billing address, telephone number, facsimile number,
e-mail address, website address, tax payer ID number or social security
number, billing or payment information, and other identifying information.
Agent agrees not to disclose to any third party any content contained in any
section of the Platform that requires a username and password with which to
access it. Agent is responsible for maintaining the confidentiality of their
account and password, and Agent agrees to accept responsibility for all
activities that occur under their account or password. Agent agrees to
notify Company immediately of any unauthorized use or access of the Platform
of which they are aware. Company may share your personal information which
you provide with our affiliates, advertisers, outside accounting firms,
legal counsel, state and federal tax services and any government or law
enforcement agency that requests such information.
Agent Warranties and Representations.
Agent hereby warrants and represents that: A. Agent has full power and
authority to enter into this Agreement; B. Agent not use or attempt to use
the Company’s Lead Generation Services for any purpose that is in violation
of this Agreement or that violates any law or regulation, or industry
standards and guidance applicable to the Agent’s performance under this
Agreement; C. Agent additionally represents and warrants that its
collection, storage and use of the Leads, including but not limited to any
telephone calls or text messages to the Leads, will comply with the terms of
this Agreement and all applicable laws and regulations, including but not
limited to the Telephone Consumer Protection Act (“TCPA”) and the Cellular
Telecommunications Industry Association (“CTIA”) regulations; D. Agent
further represents and warrants that it will not use the Leads to
disseminate material that is illegal, obscene, pornographic, shows nudity,
indecent, offensive to the average reasonable person, threatening, abusive,
libelous, defamatory, discriminatory, promotes racism, bigotry or hatred;
infringes on any intellectual property right or is otherwise in violation of
any copyright or trademark law; in violation of any right of privacy; that
promotes harmful, unlawful, seditious, or criminal activity; that could give
rise to civil or criminal liability; that contains viruses, worms, Trojan
Horse or other harmful files; or that appears or purports to be from someone
other than the Agent or that impersonates another person or entity; E. Agent
understands and acknowledges that such Leads are being sold for Agent’s
personal use, and Agent may not resell any Leads at any time to any Third
Party; F. In the event Agent utilizes Leads to market via email, Agent
represents and warrants that it will comply in all respects with the CAN
SPAM ACT of 2003, as amended in addition to the following procedures to
allow a recipient to request not to receive future commercial electronic
mail messages (the “Opt-Out Procedures”): If a product, service or Internet
site of Agent is advertised or promoted by the message, then Agent will
include a clearly and conspicuously displayed, functioning return email
address or other Internet-based mechanism that (a) a recipient may use to
request not to receive future commercial electronic mail messages from Agent
at the email address where the message was received; and (b) remains capable
of receiving such messages or communications for no less than 30 days after
the transmission of the original message; G. If a recipient makes a request
using a mechanism provided pursuant to Section F, not to receive some or any
commercial electronic mail messages from Agent, then Agent shall not
initiate, assist, or cause any person to initiate or assist, the
transmission to the recipient, more than 10 business days after the receipt
of such request, of a commercial email message that falls within the scope
of the request; and Agent shall not sell, lease, exchange, or otherwise
transfer or release the email address of the recipient (including through
any transaction or other transfer involving mailing lists bearing the email
address of the recipient) for any purpose other than compliance with any
Federal, State, or local law, statute, regulation or ordinance; H. Agent
acknowledges that any threatened or actual violation of these
representations and warranties may result in immediate termination from the
site and/or program, disclosure of Agent’s identity to the Advertiser,
government agencies, law enforcement or other third parties and/or the
pursuance of all appropriate legal remedies; I. Agent will indemnify the
Company for any costs, fees, or expenses, including actual attorney’s fees
and costs, arising from any claim that Agent’s advertisements, the
advertised product or service, or its use of any Leads, violates any law,
regulation, or right of a third party and/or for any breach of the terms
contained herein; and Agent will promptly notify Company of any claim that
may give rise to indemnification.
Indemnification, Defense and Notification. Agent agrees that it will defend
and hold harmless the Company, its directors, officers, employees,
Advertisers, Agencies, Affiliates and clients (collectively, the “Covered
Entities”) from and against any and all claims, actions or demand brought by
or against the Company and/or any of the Covered Entities alleging: with
respect to the Agent’s business, including the actions of Agent’s employees,
contractors or other agents: (a) infringement or misappropriation of any
intellectual property rights; (b) defamation, libel, slander, obscenity,
pornography, or violation of the rights of privacy or publicity; (c) any
other offensive, harassing or illegal conduct or violation of any law, rule
or regulation, including, the CAN SPAM ACT OF 2003, as amended; CTIA or TCPA
requirements; (d) any breach of the foregoing representations and
warranties; or (e) spamming. Agent hereby agrees to indemnify the Company
and each Covered Entity from and against all damages, costs, and fees
awarded in favor of third parties, and Agent will indemnify and hold
harmless the Company each Covered Entity from and against all claims,
demand, liabilities, losses, damages, expenses and costs (including
reasonable attorney fees) (collectively, "Losses") suffered by the Company
and each Covered Entity which Losses result from or arise out of Agent’s use
of the Leads, the operation of Agent’s business, the violation by Agent of
any law, rule or regulation, or a breach of these Terms and Conditions.
Agent will provide the Company with prompt written notice of each any claim
of which Agent becomes aware which may affect a Covered Entities’ interests
In addition to the above indemnification, Agent agrees to indemnify and hold
harmless any and all Advertisers or Agencies that are clients of the Company
from any and all liability, including actual attorney's fees and expenses
incurred by that Advertiser or Agency as a result of Agent’s breach of any
law, regulation or any of the foregoing representations or warranties. Agent
acknowledges and agrees that the Advertiser or Agency is an intended third
party beneficiary of the rights and responsibilities contained in this
Agreement and that the Advertiser or Agency may enforce this Agreement.
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE
FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, OTHER THAN AS
SET-FORTH ABOVE, COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
COMPANY DOES NOT MAKE ANY WARRANTY THAT THE GENERATED LEADS WILL MEET
AGENT’S REQUIREMENTS, OR THAT THE LEADS WILL BE TIMELY, SECURE, OR ERROR
FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; COMPANY DOES NOT MAKE ANY
WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE LEADS OR
AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH USE OF
THE LEADS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY
AGENT FROM COMPANY OR THE COMPANY'S REPRESENTATIVES WILL CREATE ANY WARRANTY
NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF
CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO AGENT.
Limitation of Liability.
IN NO EVENT SHALL THE COMPANY BE LIABLE FOR LOSS OF ANTICIPATED PROFITS,
BUSINESS, REVENUE, GOODWILL OR OTHER LOSSES INCURRED IN CONNECTION WITH
AGENT’S USE OF THE LEADS, SUCH CLAIMS BEING EXPRESSLY WAIVED; (b) FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES, DIRECTLY OR INDIRECTLY ARISING FROM THE
PROVISION OF THE NETWORK; (c) CLAIMS BY THIRD PARTIES THAT AGENT HAS
VIOLATED ANY LAWS OR RIGHTS OF THIRD PARTIES, AS AGENT AGREES TO INDEMNIFY
THE COMPANY FROM ALL SUCH CLAIMS (d) OR FAILURE IN PERFORMANCE OF THIS
AGREEMENT DUE TO CAUSES BEYOND ITS CONTROL INCLUDING, BUT NOT LIMITED TO,
WORK STOPPAGES, FIRES, CIVIL DISOBEDIENCE, RIOTS, REBELLIONS, ACTS OF GOD,
LAWS, REGULATIONS, ACTS OF THE GOVERNMENT, ACTS OF OTHER THIRD PARTIES, AND
SIMILAR OCCURRENCES. In the event the Company is found liable for any act or
inaction pursuant to these Terms and Conditions are the dealings between the
parties; the Company's total cumulative liability for such breaches, losses,
and injuries shall be the actual value of the damages or losses caused to
the Agent but in no event shall this amount exceed the total amount paid by
Agent at under this contract.
Relationship of Parties.
Company and Agent are independent contractors and this Agreement will not
establish any relationship of partnership, joint venture, employment,
franchise or agency between Company and Agent. Neither Company nor Agent
will have the power to bind the other or incur obligations on the other’s
behalf without the other’s prior written consent, except as otherwise
expressly provided herein.
All content on this Website, including, but not limited to, text, design,
graphics, logos, button icons, images, audio clips, digital downloads,
interfaces, data compilations, software, and code, and the compilation of
all content on this site, as well as all software used on this site is the
property of Company, its affiliates, or its content suppliers, and is
protected by United States and international copyright laws. Nothing
contained on the Website should be construed as granting, by implication,
estoppel, or otherwise, any license or right to use any of the copyrighted
works displayed or contained in the Website without the express, written
consent of Company.
The registered and unregistered trademarks, service marks, trade names,
graphics, logos, page headers, button icons, scripts, trade dress, or other
indicia of trade origin of Company, its affiliates, or Advertisers may not
be used in connection with any business, product, or service whose source is
not Company, in any manner that is likely to cause confusion among
customers, the trade, or the public, or in any manner that disparages or
discredits Company or any of its affiliates. All other trademarks, service
marks, trade names, and logos not owned by Company, its affiliates or
advertisers that appear on the Website are the property of their respective
owners, who may or may not be affiliates with, connected to, or sponsored by
Company or its affiliates. Nothing contained on the Website should be
construed as granting, by implication, estoppel or otherwise, any license or
right to use any of the trademarks, service marks, trade names, graphics,
logos, page headers, button icons, scripts, trade dress, or other indicia of
trade origin of Company, its affiliates or advertisers displayed or
contained in the Website without the express, written consent of Company,
its affiliates or advertisers.
License and Site Access.
Company grants Agent a nonexclusive, nontransferable, limited right and
license to access and make use of this website and to make use of the
generated Leads provided hereon, provided that Agent fully complies with all
Terms and Conditions. Agent agrees not to download (other than page caching)
or modify this website or software or any portion of it. This license does
not include any derivative use of the website or its contents or software;
any downloading or copying of account information or software for the
benefit of anyone other than the Company; or any use of data mining, robots,
or similar data gathering and extraction tools. The website or any portion
of the website may not be reproduced, duplicated, copied, sold, or resold.
Agent may not frame or utilize framing techniques to enclose any trademark,
logo, or other proprietary information (including, without limitation,
images, text, page layout, or form) of Company or its affiliates without its
or their respective express, written consent. Any unauthorized use
terminates the permission or license granted by Company.
Agent agrees not to disclose to any third party any website content
contained in any section of this website that requires a username and
password with which to access it. Agent agrees to notify Company immediately
of any unauthorized use or access of the website of which they are aware.
Agent acknowledges that during the course of its relationship with the
Company, Agent may have access to confidential business information of the
Company, its advertisers, clients and affiliates and agrees to maintain the
Confidentiality of that information during the term of this Agreement and
for a period of three years following termination of this Agreement
If Agent breaches this Agreement, solicits any of the Company’s Advertisers,
violates any regulation, law or government mandate, or infringes on any
right of third parties, the Company may immediately terminate this Agreement
and Agent’s right to use the generated Leads immediately, without any
additional notice. The Company reserves the right to terminate, with or
without cause, Agent’s right to use the website immediately and without any
additional notice. Upon termination, Agent shall pay any monies due and
owing to Company and shall be liable for any and all losses or injuries that
are incurred by Company or any of its Affiliates or Advertisers, as a result
of Agent’s breach.
Entire Agreement and Amendments.
This writing is intended by the parties as a final expression of their
agreement and is intended also as a complete and exclusive statement of the
terms of their agreement concerning the use of the generated Leads. No
course of prior dealings between the parties and no usage of trade shall be
relevant to supplement or explain any term used in this Agreement. No
amendment or extension of this Agreement shall be binding unless in writing
and signed by both parties. Whenever a term defined by the Uniform
Commercial Code is used in this Agreement, the definition contained in the
code is to control.
Agent may not assign this Agreement or any rights hereunder without the
express written consent of the Company. This Agreement is binding on the
parties respective successors and permitted assigns.
If a court or arbitrator of competent jurisdiction holds any provision of
this Agreement to be illegal, unenforceable, or invalid in whole or in part
for any reason, the validity and enforceability of the remaining provisions,
or portions of them, will not be affected.
Failure to invoke any right, condition, or covenant in this Agreement by
either party shall not be deemed to imply or constitute a waiver of any
rights, condition, or covenant and neither party may rely on such failure.
No claim or right arising out of the breach of this Agreement can be
discharged in whole or in part by a waiver or renunciation of such claim or
right unless the waiver or renunciation is in writing signed by the
In any action brought to enforce any provision of this Agreement, the losing
party shall pay the prevailing party’s reasonable attorney fees and costs.
This Agreement and all rights and obligations hereunder, including matters
of construction, validity, and performance, shall be governed by and
construed according to the laws of the State of California.