Hearing Leads End User License Agreement IMPORTANT – PLEASE READ CAREFULLY Please note the following preliminary terms, which use some of the definitions set out in paragraph 1 below: This Agreement: This Agreement, and any new versions, between Hearing Leads and You, covers all your use of Hearing Leads Website from any terminals where Hearing Leads Website has been installed or is being used, by you or by third parties. You can accept this Agreement by clicking on the ACCEPT button or similar buttons or links as may be designated by Hearing Leads. Additional Terms: Your agreement with Hearing Leads will also include the Additional Terms (as defined below). The Additional Terms shall include, but are not limited to, the terms and policies set out in the paragraph below. In order to use the Hearing Leads Services, You must accept the Additional Terms. You can accept the Additional Terms by (i) clicking to accept or agree where this option is made available to You, or (ii) by actually using the Hearing Leads Services, in which case You acknowledge and agree that Hearing Leads will treat such use as acceptance of the applicable terms.
You acknowledge and agree that by accepting this Agreement and the Additional Terms you are entering into a legally binding contract, which collectively is referred to below as the “Terms”. If there is any contradiction between the Additional Terms and this Agreement, then the Additional Terms shall take precedence in relation to the relevant Hearing Leads Service. You should print off or save a copy of the Terms for your records. Electronic Signature(s): You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Hearing Leads Website. Furthermore, You hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law. Jurisdiction’s Restrictions: If the law of Your country prohibits You from downloading or using Hearing Leads Website because You are under the age limit or because the Hearing Leads Services are not allowed in Your country, please don’t use it. Table of contents: 1. Definitions 2. License and Restrictions 3. What You should and should not expect from Hearing Leads 4. What we expect from You 5. Term, Termination, Updates 6. Disclaimer of Warranties and Limitation of Liability 7. Additional Terms 8. Miscellaneous 1. Definitions 1.1 The following terms and expressions shall have the following meanings:
Additional Terms: the terms and conditions and policies applicable to Your use of the Hearing Leads Website and the Hearing Leads Services, in addition to this Agreement.
Affiliate: any corporation, company or other entity that directly or indirectly controls, is controlled by, or is under common control with, Hearing Leads. For the purpose of this definition, the word "control" shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of the corporation, company, or other entity. Agreement: this End User License Agreement, as may be renewed and/or amended from time to time. Documentation: any online or otherwise enclosed documentation provided by Hearing Leads.
Effective Date: the date on which this Agreement is entered into by clicking on the ACCEPT button as stated above or upon installation or use of the Hearing Leads Website by You, whichever occurs earlier. IP Rights: means (i) patents, pending patent applications, designs, trade marks and trade names (whether registered or unregistered), copyright and related rights, database rights, know how and confidential information; (ii) all other intellectual property rights and similar or equivalent rights anywhere in the world which currently exist or are recognized in the future; and (iii) applications, extensions and renewals in relation to any such rights. Password: refers to a code You select, which, in combination with the User ID, gives You access to Your User Account. Hearing Leads: refers to the company established under the laws of the United States, Hearing Leads Website with its address at 292 Madison Ave 3rd Floor, NY 10017. Hearing Leads API: application program interface consisting of the set of routines utilized by the Hearing Leads Website to provide the Hearing Leads Website functionality for a given platform or operating system, Hearing Leads API being included in or linked to the Hearing Leads Website as well as any future versions, improvements, developments, programming fixes, updates and upgrades thereof. Hearing Leads Online Material: the Hearing Leads documents and PDFs available for download on the Hearing Leads Website as such may be changed from time to time by Hearing Leads in its sole discretion. Hearing Leads Promotional Materials: any and all trademarks, names, signs, logos, banners, and any other materials, in whatever form, owned and/or used by Hearing Leads for the promotion of its company, its products and activities, other than the Hearing Leads Online Material. Hearing Leads Services: the Hearing Leads Website and any other products and services made available to You by Hearing Leads or its Affiliates, in addition to the Hearing Leads Website. Hearing Leads Website: the website distributed by Hearing Leads for internet communication applications, including without limitation the Hearing Leads API, UI and Documentation, as well as any future versions, improvements, developments, programming fixes, updates and upgrades thereof. Hearing Leads Staff: the officers, directors, employees and agents of Hearing Leads or its Affiliates, or any other persons hired by Hearing Leads or its Affiliates. Hearing Leads Website: any and all elements, contents and the ‘look and feel’ of the website available under the URL, www.Hearing Leads.com , – among other URL’s –, from which website the Hearing Leads Website can be downloaded. Terms: has the meaning given in the “Additional Terms” preliminary term above.
UI: the user interface of the Hearing Leads Website. User Account: refers to the account with User ID and Password that You create for Your use of the Hearing Leads Website. User ID: refers to an identification code You selected, which in combination with the Password, gives access to Your User Account. You: You, the end user of the Hearing Leads Website, also used in the form “Your” where applicable. 1.2 References to the singular include the plural and vice versa, and references to one gender include the other gender. 1.3 Any phrase introduced by the expressions “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. 2. License and Restrictions 2.1 License: Subject to the terms of this Agreement, Hearing Leads hereby grants You a limited, non-exclusive, non-sub licensable, non-assignable, free of charge license to use, download, install and use the Hearing Leads Website on Your computer, phone or PDA for the sole purpose of personally using the internet referral and communication applications provided by Hearing Leads and any other applications that may be explicitly provided by Hearing Leads. You are allowed to use the Hearing Leads Website at university or any other educational institution, subject to paragraph 4.4 below and in accordance with this Agreement and any applicable Additional Terms. You are allowed to use the Hearing Leads Website at work to make communications relating to Your business in accordance with this Agreement and any applicable Additional Terms (such as the Terms of Service referred to in paragraph 7 below if You use the VoIP products and/or are a Member or an Administrator of a Business Control Panel). 2.2 No Granting of Rights to Third Parties: You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Hearing Leads Website or any part thereof. 2.3 No Modifications: You will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Hearing Leads Website or any part thereof except to the extent permitted by law. 2.4 Third Parties: The Hearing Leads Website may be incorporated into, and may incorporate itself, website and other technology owned and controlled by third parties. Any such third party website or technology that is incorporated in the Hearing Leads Website falls under the scope of this Agreement. Any and all other third party website or technology that may be distributed together with the Hearing Leads Website will be subject to You explicitly accepting a license agreement with that third party. You acknowledge and agree that You will not enter into a contractual relationship with Hearing Leads or its Affiliates regarding such third party website or technology and you will look solely to the applicable third party and not to Hearing Leads or its Affiliates to enforce any of your rights. 2.5 Exclusive Ownership: Any and all IP Rights in the Hearing Leads Website, the Hearing Leads Website, the Hearing Leads Online Material and the Hearing Leads Promotional Materials are and shall remain the exclusive property of Hearing Leads and/or its licensors. Nothing in this Agreement intends to transfer any such IP Rights to, or to vest any such IP Rights in, You. You are only entitled to the limited use of the IP Rights granted to You in this Agreement. You will not take any action to jeopardize, limit or interfere with Hearing Leads’s IP Rights. Any unauthorized use of Hearing Leads’s IP Rights is a violation of this Agreement as well as a violation of intellectual property laws and treaties, including without limitation copyright laws and trademark laws. All title and IP Rights in and to any third party content that is not contained in the Hearing Leads Website, but may be accessed through use of the Hearing Leads Website, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. 2.6 No Removal of Notices: You agree that You will not remove, obscure, make illegible or alter any notices or indications of the IP Rights and/or Hearing Leads’s rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to any materials. 2.7 Use of Hearing Leads API.
2.7.1 You may make use of the Hearing Leads API provided that:
(i) You comply with the Hearing Leads API Terms of Use (ii) Your use of the Hearing Leads API is for legitimate purposes only and shall not adversely affect the functionality or performance of the Hearing Leads Website or services provided by Hearing Leads; and (iii) You will monitor the Hearing Leads Website in order to ensure that You are aware of any changes in the Hearing Leads API Terms of Use. If such changes are not acceptable to You, You will immediately stop using the Hearing Leads API and, where applicable, the Hearing Leads Website. 2.7.2 If You are interested in using the Hearing Leads API for a purpose which is not permitted under this Agreement or the Hearing Leads API Terms of Use, You will have to obtain Hearing Leads’s prior written consent and explicitly agree upon any further commercial terms. 2.8 Hearing Leads Promotional Materials: Nothing in this Agreement will give You any right to use the Hearing Leads Promotional Materials. 3. What You should and should not expect from Hearing Leads 3.1 Utilization of Your Computer: Hearing Leads Website may utilize the processor and bandwidth of the computer (or other applicable device) You are utilizing, for the limited purpose of facilitating the communication between You and third parties. Hearing Leads will use its commercially reasonable efforts to protect the privacy and integrity of the computer resources (or other applicable device) You are utilizing and of Your communication, however Hearing Leads cannot give any warranties in this respect. 3.1 New Versions of the Hearing Leads Website: Hearing Leads, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the Hearing Leads Website. Hearing Leads has no obligation to make available to You any subsequent versions of the Hearing Leads Website. You may have to enter into a renewed version of this Agreement, in the event you want to download, install or use a new version of the Hearing Leads Website. 3.2 Suspension: Hearing Leads may, in its sole discretion and to the maximum extent permitted within Your jurisdiction, modify or discontinue or suspend Your ability to use any version of the Hearing Leads Website, and/or disable any Hearing Leads Website You may already have accessed or installed without any notice to You, for the repair, improvement, and/or upgrade of the underlying technology or for any other justifiable reason, including but not limited to, circumstances where You, at Hearing Leads’s discretion, are in breach of the Terms, creating problems, possible legal liabilities, or engaging in fraudulent, immoral or illegal activities, or for other similar reasons. 4. What we expect from You 4.1 Lawful purposes: You will use the Hearing Leads Website solely for lawful purposes. In this respect You may not, without limitation (a) intercept or monitor, damage or modify any communication which is not intended for You; (b) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the Hearing Leads Website or the communication; (c) send any unsolicited commercial communication not permitted by applicable law; (d) expose any third party to material which is offensive, harmful to minors, indecent or otherwise objectionable in any way; (e) use the Hearing Leads Website to cause or intend to cause embarrassment or distress to, or to threaten, harass or invade the privacy of, any third party; or (f) use any material or content that is subject to any third party proprietary rights, unless you have a license or permission from the owner of such rights. 4.2 Representations: You represent and warrant that You are authorized to enter into and comply with the Terms. Furthermore, You represent and warrant that You will at any and all times meet with Your obligations under the Terms, as well as any and all laws, regulations and policies that may apply to the use of the Hearing Leads Website and/or the Hearing Leads Services. 4.3 Indemnification: YOU AGREE TO INDEMNIFY, DEFEND AND HOLD Hearing Leads AND ITS AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES INCURRED BY SUCH PARTIES, IN CONNECTION WITH OR ARISING OUT OF YOUR (A) VIOLATION OR BREACH OF ANY TERM OF THIS AGREEMENT OR ANY APPLICABLE LAW OR REGULATION, WHETHER OR NOT REFERENCED HEREIN, OR (B) VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY, OR (C) USE OR MISUSE OF THE Hearing Leads WEBSITE, OR (D) COMMUNICATION SPREAD BY MEANS OF THE Hearing Leads WEBSITE. 4.4 Utilization of Your Computer: If Your use of the Hearing Leads Website is dependant upon the use of a processor and bandwidth owned or controlled by a third party, You acknowledge and agree that Your license to use the Hearing Leads Website is subject to You obtaining consent from the relevant third party for such use. You represent and warrant that by accepting this Agreement and using the Hearing Leads Website, You have obtained such consent. 4.5 Export Restrictions: Hearing Leads Website may be subject to international rules that govern the export of website. You shall comply with all applicable international and national laws that apply to the Hearing Leads Website as well as end-user, end-use and destination restrictions issued by national governments. This website is controlled under ECCN 5D992.b.1 of the Export Administration Regulations (“EAR”) per CCATS # G047973 and thus may not be exported or re exported to or downloaded by any person in any countries controlled for anti terrorism reasons under the EAR, which include Iran, North Korea, Cuba, Syria and Sudan. EAR 742.15(a), Title 15 Code of Federal Regulations. Moreover, the website may not be exported or re exported to or downloaded by any person or entity subject to US sanctions regardless of location. See http://www.bis.doc.gov/ComplianceAndEnforcement/ListsToCheck.htm and EAR Part 736. Hearing Leads is making this website available to You for download only on the condition that You certify that You are not such a person or entity and that the download is not otherwise in violation of US export control and sanctions regulations. 5. Term, Termination, Updates 5.1 Term: This Agreement will be effective as of the Effective Date and will remain effective until terminated by either Hearing Leads or You as set out below. The Additional Terms will be effective as of the date upon which they are accepted by You or You use the relevant Hearing Leads Service (as applicable), and will remain effective until terminated by either Hearing Leads or You as set out below and/or in the applicable terms. 5.2 Termination: You may terminate the Terms with immediate effect at any time. Without limiting other remedies, Hearing Leads may limit, suspend, or terminate this license and Your use of Hearing Leads Website and Hearing Leads Services, prohibit access to the Hearing Leads Website and delete Your User Account and/or User ID, with immediate effect, automatically and without recourse to the courts, if we think that You are in breach of the Terms, creating problems, legal liabilities (actual or potential), infringing someone else’s intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons. Hearing Leads shall effect such termination by providing notice to You to the email address You have provided, and/or by preventing Your access to Your User Account. We reserve the right to cancel User Accounts that have been inactive for more than one (1) year. 5.3 Consequences of Termination: Upon termination of this Agreement and the Additional Terms: (a) all licenses and rights to use the Hearing Leads Website and the Hearing Leads Services shall immediately terminate; (b) You will immediately cease any and all use of the Hearing Leads Website and Hearing Leads Services; and (c) You will immediately remove the Hearing Leads Website from all hard drives, networks and other storage media and destroy all copies of the Hearing Leads Website in Your possession or under Your control. 5.4 New Versions: Hearing Leads reserves the right to change this Agreement at any time by publishing the revised Agreement on the Hearing Leads Website. The revised Agreement shall become effective within thirty (30) days of such publication, unless You expressly accept the revised Agreement earlier by clicking on the accept button. Your express acceptance or Your continued use of the Hearing Leads Website after expiry of the notice period of thirty (30) days, shall constitute Your acceptance to be bound by the terms and conditions of the revised Agreement. Hearing Leads reserves the right to change any of the Additional Terms from time to time and such changes shall become effective either within thirty (30) days of publication of the revised version on the Hearing Leads Website (unless You expressly accept the revised terms earlier by clicking on the accept button if this option is made available), or within the timeframe set out in the applicable terms if different. 6. Disclaimer of Warranties and Limitation of Liability 6.1 No Warranties: THE Hearing Leads WEBSITE IS PROVIDED “AS IS” WITH NO WARRANTIES WHATSOEVER; Hearing Leads DOES NOT, EITHER EXPRESSED, IMPLIED OR STATUTORY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE Hearing Leads WEBSITE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE FOR A PARTICULAR PURPOSE. Hearing Leads FURTHER DOES NOT REPRESENT OR WARRANT THAT THE Hearing Leads WEBSITE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES Hearing Leads WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR ANY QUALITY OF CALLS MADE THROUGH THE Hearing Leads WEBSITE. 6.2 Your own Risk: You acknowledge and agree that the entire risk arising out of Your use of the Hearing Leads Website remains with You, to the maximum extent permitted by law. 6.3 No Liability: The Hearing Leads Website is being provided to You free of charge. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT Hearing Leads, ITS AFFILIATES, ITS LICENSORS AND THE Hearing Leads STAFF WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE Hearing Leads WEBSITE, AS SET FORTH BELOW. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE Hearing Leads WEBSITE IS TO IMMEDIATELY DEINSTALL AND CEASE USE OF SUCH Hearing Leads WEBSITE. 6.4 Limitation of Liability: IN NO EVENT SHALL Hearing Leads, ITS AFFILIATES, ITS LICENSORS OR THE Hearing Leads STAFF BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR: 6.4.1 ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF OR CORRUPTION TO DATA, INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE Hearing Leads WEBSITE; AND 6.4.2 ANY LOSS OF INCOME, BUSINESS OR PROFITS (WHETHER DIRECT OR INDIRECT) ARISING OUT OF THE USE OR INABILITY TO USE THE Hearing Leads WEBSITE; 6.4.3 ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF; (I) ANY DISRUPTIONS OR DELAYS IN ANY COMMUNICATION WHEN USING THE Hearing Leads WEBSITE; (II) THE SUSPENSION OR TERMINATION OF THIS AGREEMENT BY YOU OR BY Hearing Leads FOR ANY REASON; AND (III) THE RELEASE OR THE DECISION NOT TO RELEASE NEW VERSIONS OF THE Hearing Leads WEBSITE TO YOU. 6.5 THE LIMITATIONS ON Hearing Leads’S LIABILITY TO YOU IN PARAGRAPH 6.5 ABOVE SHALL APPLY WHETHER OR NOT Hearing Leads, ITS AFFILIATES OR THE Hearing Leads STAFF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES ARISING. 6.6 NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR RESTRICT OR SHALL BE CONSTRUED AS EXCLUDING OR RESTRICTING THE LIABILITY OF Hearing Leads FOR (I) THE DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF Hearing Leads, THE Hearing Leads STAFF OR ITS AGENTS, OR (II) ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY LAW. 6.7 Jurisdiction’s Limitations: As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You. In such event the liability will be limited to the maximum extent possible within the applicable legislation. 7. Additional Terms 7.1 In addition to this Agreement, You have to comply with the following Additional Terms when receiving the Hearing Leads Website and the Hearing Leads Services. We expect You to read these Additional Terms carefully, all of which are made part of this Agreement: • Distribution of Hearing Leads Website. You are not allowed to distribute the Hearing Leads Website or any part thereof in a CD-ROM, DVD or other similar physical media unless You comply with the Distribution Terms. Any other distribution of the Hearing Leads Website is subject to paragraph 7.2 below. • Hearing Leads API. You are not allowed to use the Hearing Leads API unless You comply with the API Terms • Hearing Leads Online Material. You are not allowed to use the Hearing Leads Online Material unless You comply with the Online Material Terms • The use of www.Hearing Leads.com website is subject to the Terms of Use with Hearing Leads 7.2 Any other exceptions: If You are interested in doing anything which is not permitted under this Agreement or by one of the above Additional Terms, You will have to obtain Hearing Leads’s prior written consent and explicitly agree upon any further terms. 7.3 Your Confidential Information and Your Privacy: Hearing Leads is committed to respecting Your privacy and the confidentiality of Your personal data. The Privacy Policy sets out how Hearing Leads may use Your personal data, the traffic data and the content contained in Your communication(s). If You object to Your information being used in the way set out in the Privacy Policy then please do not use the Hearing Leads Services. 8. Miscellaneous 8.1 Entire Agreement: The terms and conditions of the Terms constitute the entire agreement between You and Hearing Leads with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter. Nothing in this clause shall exclude or restrict the liability of either You or Hearing Leads arising out of fraud or fraudulent misrepresentation. 8.2 Partial Invalidity: If any provision of the Terms, or any part of a provision, is found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, and the provision (or part-provision) in question is not of a fundamental nature to the Terms as a whole, the legality, validity or enforceability of the remainder of the Terms (including the remainder of the term which contains the relevant provision) shall not be affected. 8.3 No waiver: The failure to exercise, or delay in exercising, a right, power or remedy provided by the Terms or by law shall not constitute a waiver of that right, power or remedy. If Hearing Leads waives a breach of any provision of the Terms this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision. 8.4 Assignment: You are not allowed to assign the Terms or any rights hereunder. Hearing Leads is allowed at its sole discretion to assign the Terms or any rights hereunder to any third party, without giving prior notice. 8.5 Applicable Law and Competent Court: The Terms shall be governed by and interpreted in accordance with the laws of the United States and shall be subject to the jurisdiction of the courts of the United States 8.6 Language: The original English version of the Terms may have been translated into other languages. In the event of inconsistency or discrepancy between the English version and any other language version, the English language version shall prevail. 8.7 Survival: The terms of paragraphs 2.5, 5 and 6 of this Agreement, and any other provision of the Additional Terms which is expressed to survive or operate in the event of termination, shall survive termination of this Agreement and the applicable Additional Terms for whatever reason. YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE ACCEPT BUTTON AND/OR CONTINUING TO INSTALL THE Hearing Leads WEBSITE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO Hearing Leads THE RIGHTS SET FORTH HEREIN.