Responsibilities. TA’s appointment setting services (the “Services”) shall only be available to Licensee if Licensee receives TA’s High Performance Marketing Services. TA will provide the Services to Licensee for all Leads (as defined in the Marketing General Terms of Service above) delivered to Licensee by TA. Such Services shall include: setting, confirming and, if possible, rescheduling appointments with Licensee as well as a follow-up reminder call. TA is entitled to outsource such Services to third party providers without Licensee’s prior consent.
Fees: Licensee shall pay the monthly Appointment Setting fee as agreed upon by the parties. TA shall be entitled to immediately terminate/suspend Licensee’s access to the Services and the Software at any time in the event Licensee a) fails to pay any fees due to TA for any services provided by TA to Licensee or b) otherwise breaches/threatens breach of any its obligations.
Confidential Information; Intellectual Property. Each party agrees to treat all information as confidential. TA will use reasonable efforts to avoid eliciting information from Licensee’s clients that would be subject to attorney-client privilege, except at the explicit direction of Licensee.
Disclaimer of Warranties; Damages; Limitation of Liability. Licensee agrees that TA’s services are administrative in nature, and TA will not provide any legal advice to any client of Licensee or otherwise take any action which may be construed as the practice of law. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TA DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES. TA MAKES NO WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, THE NUMBER OF APPOINTMENTS TA WILL SET ON LICENSEE’S BEHALF OR REGARDING DROPPED PHONE CALLS, RESPONSE TIME, ERRORS MADE OR OTHER RESULTS. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EACH OF WHICH IS HEREBY DISCLAIMED). LICENSEE IS SOLELY RESPONSIBLE FOR THE BACKUP OF ANY DATA WHICH LICENSEE MAY REQUIRE BE STORED IN RESPECT OF THE SERVICES. TA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES IS BORNE BY LICENSEE. WHILE TA MAKES REASONABLE EFFORTS TO APPRISE ITSELF OF APPLICABLE LAWS AND REGULATIONS, TA MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE LEGALITY OR ACCURACY OF THE INFORMATION AND MATERIALS AVAILABLE THROUGH THE SERVICES. TA DOES NOT WARRANT THAT THE SERVICES ARE COMPLIANT WITH APPLICABLE LAWS AND RULES IN ALL 50 STATES AND IT IS SOLELY LICENSEE’S OBLIGATION TO VERIFY THAT THIS PRODUCT IS IN COMPLIANCE WITH THE APPLICABLE LAWS AND RULES OF LICENSEE’S JURISDICTION. LICENSEE ASSUMES THE SOLE RISK OF MAKING USE AND/OR RELYING ON THE INFORMATION, AND MATERIALS AVAILABLE THROUGH THE SERVICES. TA SPECIFICALLY DISCLAIMS AND ANY ALL LIABILITY ARISING FROM LICENSEE’S USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO, LIABILITY ARISING FROM THE CAN-SPAM ACT, THE TELEPHONE CONSUMER PROTECTION ACT (TCPA) AND THE NATIONAL DO NOT CALL REGISTRY, AND ATTORNEY SOLICITATION RULES, AND LICENSEE HEREBY IRREVOCABLY WAIVES ANY CLAIMS AGAINST TA WITH RESPECT THERETO. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO PORTIONS OF THIS DISCLAIMER MAY NOT APPLY TO LICENSEE AND LICENSEE MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION. TA will not be liable for any special, indirect or consequential damages suffered by Licensee or any damages resulting from missed appointments.
Indemnification. Licensee will also indemnify and defend TA against any malpractice or other claim initiated by any Licensee client and any violation of applicable law by Licensee.
PLEASE NOTE- Licensee specifically agrees that Licensee shall pay for all Leads in accordance with the Marketing General Terms of Service agreement that Licensee has entered into with TA and/or its affiliated entities for marketing services, regardless of whether any of the Services become unavailable or service is interrupted or discontinued. TA strongly recommends that Licensee continue to use other independent means to verify receipt of Leads.