License; Modifications. TA grants Licensee a non-transferable, non-exclusive, revocable, limited license to access and use Conversion Engine functionality, including email drip marketing campaigns (“Emails”) and/or LeadNotifier (collectively, “Conversion Engine Tools”), during the Term solely for use in marketing Licensee’s law practice. TA may change, update or modify, suspend, release new versions of, discontinue any aspect of, including, without limitation, the availability of any Conversion Engine Tools feature, database or content, hours of availability, or equipment needed to access Conversion Engine Tools, or create new modules for the Conversion Engine Tools, each of which may be included within the license described above. Licensee may use the Conversion Engine Tools only while Licensee is a participant in TA’s Services. In any case, Licensee’s participation may be suspended or terminated at any time by TA for any reason.
Emails. Licensee authorizes TA to send the Emails on Licensee’s behalf. It is solely Licensee’s responsibility to review the content of any Emails before use and Licensee may modify the content of the emails as Licensee sees fit. TA shall bear no responsibility for any modifications made to the emails by Licensee.
Texts. LeadNotifier. Licensee is responsible for providing the equipment and services, if any, and configuring the same correctly, as necessary for Licensee’s access to Lead Notifier. TA is not responsible for any telephone or internet connection charges, surcharges, taxes, or other amounts incurred in accessing Lead Notifier, for which Licensee accepts all responsibility. If TA specifies, at any time, any particular system requirements or hardware specifications for use of the Lead Notifier, Licensee will be responsible to provide the same or to cease to use Lead Notifier.
Fees: Licensee shall pay the monthly Conversion Engine Tools fee as agreed upon by the parties. TA shall be entitled to immediately terminate/suspend Licensee’s access to Conversion Engine Tools 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.
Ownership; Use; Intellectual Property. The software, hardware, and other technologies which TA uses to deliver the Conversion Engine Tools contain confidential and proprietary information, trade secrets, and other property rights, and all rights to Conversion Engine Tools and all property rights related to Conversion Engine Tools, including without limitation all patents (registered or unregistered), trade secrets (including diagrams, drawings, processes, production methods, information, data, computer software, and formulas), copyrights (whether registered or unregistered), domain names and subdomains, end-user and consumer information, work product resulting from custom implementation services, and contract rights, including all derivative works thereof, shall remain exclusively with TA or its applicable licensors. Licensee may not modify, create derivative works or, redistribute, sell, decompile, reverse engineer, or disassemble the Conversion Engine Tools otherwise attempt to deduce the source code, design, or data transmission characteristics the Conversion Engine Tools. Licensee agrees to indemnify TA for any claim or liability, and all resulting costs, damages, and expenses (including reasonable attorney’s fees and expenses) for any violation of this section by Licensee. Licensee additionally shall not directly or indirectly copy or reproduce all or any part of the Conversion Engine Tools, including the Emails, in any form including, but not limited to, the copying of presentation, style or organization, for use other than as contemplated under this Agreement. All rights in the Conversion Engine Tools not expressly granted herein are reserved by TA. Licensee will not use the Emails to post, transmit, convey, submit, or distribute any information: (a) in violation of any applicable law, statute, ordinance or regulation; (b) in a manner that will infringe the intellectual property rights of others; (c) that is defamatory, obscene or trade libelous; (d) that contains any viruses, Trojan horses, worms, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (e) that is false, misleading or inaccurate in any way; or (f) in violation of the any acceptable use policy or other policy posted at the Website or otherwise made available to Licensee from time to time.
Service Availability. TA will use commercially reasonable efforts to make Conversion Engine Tools available to Licensee. TA makes no guarantee as to the continuous availability of Conversion Engine Tools or any specific feature of the Conversion Engine Tools. Licensee hereby waives all claims for damages for Conversion Engine Tools unavailability and indemnifies TA for any similar claims made by any other users on Licensee’s account. TA does not guarantee that Conversion Engine Tools may be accessed from all locations or with all equipment or types of communications access. TA does not recommend, and does not support, use of the Conversion Engine Tools in mission critical situations or on mission critical equipment.
LeadNotifier Not for Use in any Emergency Situations: Lead Notifier is intended for general business and organizational use and may not have the capacity to deliver messages of an emergency nature on an immediate basis. Accordingly, TA strongly recommends that alternative methods, specifically intended for mission critical or emergency services usage, be used to deliver emergency messages of any urgent, public safety or similar nature. Licensee agrees that TA has no liability to Licensee arising out of or related to any such use and indemnifies TA for any claim or liability, and all resulting costs, damages, and expenses (including reasonable attorney’s fees and expenses) arising out of Licensee’s use of Lead Notifier for such purposes.
Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TA DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO CONVERSION ENGINE TOOLS. TA MAKES NO WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF CONVERSION ENGINE TOOLS. CONVERSION ENGINE IS 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 CONVERSION ENGINE TOOLS. TA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF CONVERSION ENGINE 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 CONVERSION ENGINE TOOLS. TA DOES NOT WARRANT THAT CONVERSION ENGINE TOOLS 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, SERVICES, PROGRAMS, AND MATERIALS AVAILABLE THROUGH CONVERSION TOOLS. TA SPECIFICALLY DISCLAIMS AND ANY ALL LIABILITY ARISING FROM LICENSEE’S USE OF CONVERSION ENGINE TOOLS, 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. Further, TA disclaims any responsibility for the accuracy, content, or availability of information available through Conversion Engine Tools, and TA shall not be held responsible for the accuracy, legality, or decency of material contained in third-party sites or through third-party services (including any service or content reached through Conversion Engine Tools or the Platform), and Licensee hereby irrevocably waives any claim against TA with respect thereto.
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.
Credit Card Security. LEAD NOTIFIER DOES NOT COMPLY WITH ANY LEVEL OF CREDIT CARD SECURITY OR PCI (PAYMENT CARD INDUSTRY) STANDARDS AND MAY NOT OTHERWISE BE ENCRYPTED OR HACKER-PROOF. TA STRONGLY DISCOURAGES USING LEAD NOTIFIER TO COLLECT CREDIT CARD OR OTHER PERSONAL OR FINANCIAL INFORMATION. TA EXPRESSLY DISCLAIMS ANY, AND LICENSEE AGREES TA HAS NO LIABILITY FOR ANY CLAIMS OR DAMAGES RESULTING FROM FAILURE TO COMPLY WITH ANY DATA SECURITY STANDARDS PERTAINING TO LICENSEE’S USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION ANY CREDIT CARD SECURITY/PCI COMPLIANCE STANDARDS. LICENSEE HEREBY INDEMNIFIES, DEFENDS AND HOLDS HARMLESS TA FROM ANY SUCH CLAIMS OR RELATED CLAIMS, WHETHER BY LICENSEE, A THIRD PARTY, A GOVERNMENTAL AUTHORITY, OR ANY PAYMENT CARD PROVIDERS.
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 Conversion Engine Tools become unavailable or service is interrupted or discontinued. TA strongly recommends that Licensee continue to use other independent means to verify receipt of Leads.