Last Updated: August 30, 2024
These Terms and Conditions (“Terms of Service”, “Terms and Conditions”, or “Terms”) are a legally binding agreement between you (“you” or “your”) and Chiles Co LLC d/b/a Zeus Leads, (“Zeus Leads,” “we,” “our,” or “us”) governing your use of the Service and your relationship with us.
If you do not agree to these Terms of Service, you shouldn’t access (and you don’t have our permission to access) the Service.
We may modify these Terms of Service (except for section 11) in our sole discretion by posting updated versions of these Terms of Service on the Website or otherwise providing notice to you. All such changes shall become effective upon the posting of the revised Terms of Service on the Website or upon notice to you, as applicable.
You will need to set up an account in order to access the Service, including to receive Output Data. You must only provide Account Information that is your own and that is accurate. You must also keep your contact information up to date, so that we may contact you if needed, such as to deliver any important notices.
You shall ensure that only your employees or service providers, or the employees or service providers of your wholly or majority-owned subsidiaries who have been expressly authorized by you to use the Service in accordance with this Terms of Service, shall use or otherwise access the Service (“Authorized Users”). You may not use the Service if you or any of your Authorized Users are a competitor of Zeus Leads (as determined by us in our sole discretion). You shall ensure that all Authorized Users are at or above the age of majority in their jurisdiction. You must comply with any other eligibility restrictions on Authorized Users set forth in the Order Form and ensure that your Authorized Users comply with these Terms.
We make no representations or promises regarding the security of the Service. Despite our security efforts, it is possible that unauthorized individuals will obtain your information, such as through web-scraping tools (even though we do not authorize and in fact prohibit that behavior). You agree and understand that you will be liable for any activity that occurs through your account and further acknowledge and agree that you and your Authorized Users:
From time to time, Zeus Leads may offer you access to Beta Services, which are optional for you to use. The Beta Services are not made generally available and may contain bugs, errors, defects, or harmful components. Beta Services may be subject to additional terms that may supplement, but not supersede the terms of these Terms of Service. Zeus Leads may terminate access to Beta Services at any time without notice, and may discontinue Beta Services at any time in its sole discretion. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, BETA SERVICES ARE PROVIDED ‘AS IS’ WITHOUT ANY COMMITMENTS, INDEMNITY OR WARRANTY BY ZEUS LEADS OF ANY KIND AND ZEUS LEADS SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE OR HARM ARISING FROM OR RELATED TO BETA SERVICES.
You may procure and use Third-Party Products in connection with the Service. You acknowledge and agree that if you or your users view, access or otherwise interact with Third-Party Products, you or your users, as the case may be, do so at your own risk and we have no liability arising from such access or use. You (and your users, as applicable) are responsible for complying with all terms, conditions and policies imposed by a provider of a Third-Party Product. We cannot guarantee the continued availability of integrations of Third-Party Products with the Service and may cease providing interoperation with a Third-Party Product without entitling you to any refund, credit, or other compensation, if, for example, and without limitation, the provider of a Third-Party Product ceases to make the Third-Party Product available for interoperation with the Service in a manner acceptable to us. Providers of Third-Party Products shall not be considered our Subprocessors as defined in the Zeus Leads Data Processing Agreement.
We may provide the Service through paid accounts, such as by offering a monthly or annual subscription, or through customized provision of service and payment terms (as further set forth under an Order Form or separate agreement). If you wish to enter into such an agreement, please contact us at support@zeusleads.com.
The Service may also be offered as a paid or unpaid account on a “self-serve” basis, in which case you will have the opportunity to click-through these Terms and select the aspects of the Service you want to use, including an amount of credits that can be used toward the Service. You may not open multiple accounts for your use under a self-serve offering or otherwise take any actions which would allow you to circumvent the credit or rate limits which apply to self-serve offerings. Should we discover you doing so, we may in our sole discretion terminate your account immediately, with no right to refund or reinstatement.
All credits purchased or otherwise obtained by you in connection with your use of the Service are subject to the rules and restrictions hereunder. These credits may not be resold or transferred. Credits have an expiration date. For paid accounts, credits expire at the end of your billing cycle.
All paid accounts are subject to the following payment terms unless otherwise expressly set forth in an Order Form:
You agree to pay us the applicable fees set forth in an Order Form (whether agreed to on paper or digitally), based on the timetable set forth in the Order Form. We may increase or otherwise change the fees at the end of any term set forth in an Order Form, in our sole discretion, by providing you with written notice (which may be by email or another conspicuous method).
Invoices for fees that are payable by ACH (as set forth in an Order Form) must be paid in full in accordance with the payment terms stated in the Order Form. Fees that are payable by credit card (as set forth in an Order Form) must be paid in full upon purchase of the Service. In addition to any other rights it may have hereunder, Zeus Leads retains the right to suspend your access to the Service (or any portion thereof) in the event of any late payments. Unpaid amounts may be subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection (including reasonable attorney’s fees) that we may incur. You must raise any disputes regarding fees within thirty (30) days from receipt of the first applicable invoice by providing a detailed written description of the basis of such dispute. Any disputes not raised within that time period shall be deemed waived, unless otherwise agreed by us in our sole discretion.
You are responsible for all taxes (including without limitation sales and use taxes) associated with your use of the Service other than taxes based on our net income. If we believe any such tax applies to your subscription and we have a duty to collect and remit such tax, the same may be set forth on an invoice to you unless you provide us with a valid tax exemption certificate, direct pay permit, or multi-state use certificate, and shall be paid by you immediately or as provided in such invoice.
Subscriptions are on a per-seat basis, and for a single “seat” or user, unless otherwise indicated in the Order Form. We may permit you, in our discretion, to increase the number of seats licensed to you during a term, in which case we will then begin to charge you at the new per-seat price. While you may (in our discretion) increase the number of seats during a term, you may not decrease the number of seats during a term. Once you increase your per-seat license, you will be charged on that per-seat basis through the remainder of a term. You may not seat-share or time-share. You may only permit one license seat per Authorized User, at any given time.
All payments by you are nonrefundable. You have no right to refunds or credits for partially used Service(s). However, at any time, and for any reason, we may provide you with a refund, discount, or other consideration. The amount and form of such consideration, and the decision to provide it, is at our sole and absolute discretion. The provision of a refund, discount or other consideration in one instance does not entitle you to, or obligate us to provide, a refund, discount or other consideration in the future.
Your subscription is for the initial service term as specified in the Order Form and shall be automatically renewed for additional periods of the same duration as the initial service term, unless either party requests non-renewal and/or cancels the subscription (i) at least thirty (30) days prior to the end of the then-current term for annual subscriptions or (ii) prior to 11:59 p.m. Central Time on the day before your next recurring billing date for monthly subscriptions. Subscriptions are non-cancelable during the term specified in the Order Form.
As between you and us, all rights, title and interest in and to the Service and the Output Data (including, for avoidance of doubt, all Output Data generated or verified in connection with the licenses you grant us in Section 6(b)), including without limitation the patents, copyrights, trademarks, trade names, service marks, trade secrets and other intellectual property rights, and any goodwill associated therewith, are owned by us. For instance, we own any design, compilation or product features inherent in the Service, such as the way that data is organized, curated, presented and delivered, and any know-how or other intellectual property inherent in the way we create, provide, display or make available the Service. These Terms of Service do not grant you any ownership right, title or interest in any of the above. You therefore may not use the Service, including any Output Data, to create any derivative work, service or product, on your own or on behalf of any other organization, and you may not resell or re-license the Output Data in any manner or form.
Subject to your compliance with these Terms and any Order Forms, you are granted a non-exclusive, revocable, non-assignable and non-sublicensable license, throughout the term of your subscription to: (i) use the Service solely for your personal and/or internal business purposes; and (ii) store, print or make a copy of Output Data solely for your personal or internal business purposes.
You represent and warrant that you will comply with the following restrictions. Additional rules or policies may be displayed or put in place through the Service, including any portal through which you submit or receive data; those rules or policies are incorporated by reference into these Terms of Service and you agree to adhere to them.
In the event you are aware of or suspect a violation of these restrictions and policies, please notify us at abuse@zeusleads.com. We will determine compliance with these restrictions at our sole discretion. In the event that we confirm or reasonably suspect that you have failed to comply with these Terms or have otherwise used the Service in an abusive or fraudulent manner, we may immediately terminate your access to the Service.
As between you and us, all right, title, and interest in and to Submitted Data is owned by you.
You agree to and hereby do grant us a license to:
The foregoing license grants to us shall be worldwide, non-exclusive, irrevocable, perpetual, and royalty-free. We shall have the right to sublicense, assign, or transfer such licenses at our discretion.
You represent and warrant that:
You acknowledge and agree that you are solely responsible and liable for your use of the Output Data and any communications made in connection with your use of the Output Data.
You acknowledge that in some countries, U.S. states, or other jurisdictions, you may be required to obtain consent, provide notice, or complete some other action to lawfully conduct certain types of marketing activities or processing of Personal Information. You understand that we have not provided any notices nor obtained any rights or consents on your behalf.
You agree that you will only access, use, or otherwise process such Output Data:
The Zeus Leads Data Processing Agreement is hereby incorporated by reference into these Terms.
You acknowledge the collection, use, disclosure, and other handling of information, including Personal Information, described in our Privacy Policy, which we may update from time to time.
Our Service contains certain “co-operative” elements. This means that in exchange for providing the Submitted Data to us for use as described in Section 6(b) above, and potentially for the use of other customers through our Contributor Database (at our sole discretion), you will receive access to Output Data consisting of information that we hope is equally valuable to you.
YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE (AND ALL OUTPUT DATA PROVIDED THEREIN) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
APART FROM CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREIN OR YOUR BREACH OF SECTION 5 HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICE.
PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.
You agree that these Terms of Service affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.
Most disputes can be resolved without resorting to litigation. You and we agree to use reasonable efforts to settle any dispute or claim, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration, other than lawsuits or arbitration for injunctive relief from alleged intellectual property infringement. To commence this procedure, you agree to contact our support department at support@zeusleads.com, or we may contact you using the last available information we have for you.
If we do not reach an agreed-upon solution within a period of ten (10) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then we both agree to resolve by arbitration any and all controversies, claims, or disputes arising out of, relating to, or resulting from (1) your relationship with us, (2) these Terms of Service, (3) any other aspect of the Service. These Terms of Service are intended to require arbitration of every claim or dispute that lawfully can be arbitrated, except for those claims and disputes which by the terms of these Terms of Service are expressly excluded from section 11.
All claims subject to arbitration shall be finally settled by binding arbitration administered by JAMS in accordance with the JAMS rules in effect at the time the arbitration is initiated, excluding any rules or procedures that would permit class actions or other representative actions. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms of Service including but not limited to any claim that all or any part of these Terms of Service (such as this section 11) is void or voidable, or whether a claim is subject to arbitration, except that the arbitrator shall have no authority to find that a claim may proceed on a class basis or as part of another representative action: only a court may address disputes regarding the validity or enforceability of the Class Action Waiver section below, section 11(A)(v). The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. To start an arbitration, unless there are conflicting rules at www.jamsadr.com, you must do the following:
The parties agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action, seek relief on a class basis, or join or serve as a member of a class action. YOU AND ZEUS LEADS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If for any reason the proper decision-maker determines that the waiver of class and representative actions set forth in this paragraph is void or unenforceable or that an arbitration can proceed on a class or representative basis, then section 11(A) and section 11(B) shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
You have the right to opt-out and not be bound by this version of section 11 by sending written notice of your decision to opt out to support@zeusleads.com with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of the first date that you agree to any version of these Terms of Service that contains this version of section 11. If you do not opt out, you will be bound to arbitrate disputes in accordance with the terms of this section 11. You have the right to consult with counsel of your choice concerning this section 11. You understand that you will not be subject to retaliation if you exercise your right to opt out of coverage under this section 11. If you opt out of section 11, we also will not be bound by it in disputes with you.
We will provide (60) days notice of any changes to this section. Changes will become effective on the sixtieth (60th) day, and will apply prospectively only to claims arising after the sixtieth (60th) day. If a court or arbitrator (in either case, with the authority to make such decision) decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from Section 11 and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section you agreed to.
This section 11 shall survive any termination of these Terms of Use.
This section (Arbitration and Class Action Waiver) shall be limited as follows:
The Terms of Service and the relationship between us shall be governed in all respects by the laws of the State of California, without regard to its conflict of law provisions. Any claim or dispute either of us may have against the other that is not subject to arbitration must be resolved by a court located in San Francisco County, California (or by a small claims court located elsewhere in the United States when section 11(b)(ii) applies). We both agree to submit to the personal jurisdiction of the courts located within San Francisco County, California (or a small claims court located elsewhere in the United States when section 11(b)(ii) applies), for the purpose of litigating all such claims or disputes that are not subject to arbitration.
You agree to indemnify, defend, and hold us, our affiliates, directors, officers, employees, contractors, and agents, and our suppliers, licensors, and service providers harmless from and against any actual or threatened loss, liability, claim, demand, damages, costs, or expenses, including reasonable attorneys’ fees and expenses (collectively, “Claims”), arising out of or in connection with: (1) Your use of the Service; (2) Your breach of these Terms of Service; (3) Your violation of any applicable law or rights held by any third party; or (4) the Submitted Data.
We will have the right, but not the obligation, to participate through counsel of our choice in any defense by you of any Claims as to which you are required to defend, indemnify, or hold us harmless. You may not settle any Claims in a manner that may impose any obligation upon us, without our prior written consent. The members of our corporate family, and its agents, partners, employees, contractors, and advertisers, are third-party beneficiaries of this paragraph. Other than such parties, there are no other third-party beneficiaries of the Terms of Service. Should you not in a timely manner agree to indemnify and defend us upon our notice to you of a covered Claim, we may retain our counsel, for whose reasonable fees you shall be liable, and we may settle any such Claim, for which you likewise shall be liable.
We may change the features and functionality of the Service at any time. This may include adding, modifying, or removing any features or functionality of the Service or altering the amount of Output Data or other access we provide. The Terms of Service will apply to any changed version of the Service. We may also suspend or stop the Service altogether. In addition, we may impose or alter fees for new or existing aspects of the Service, including updating our credit conversion policies at any time.
From time to time under these Terms, either Party (the “Disclosing Party”) may disclose or make available to the other Party (the “Receiving Party”), non-public, proprietary, or confidential information of Disclosing Party that is clearly designated by Disclosing Party as confidential or which Receiving Party should reasonably understand Disclosing Party would expect to be treated as confidential (collectively “Confidential Information”); provided, however, that Confidential Information does not include any information that: (i) is or becomes lawfully and generally available to the public other than as a result of Receiving Party’s breach of this section 14 or any other duty or obligation of confidentiality owed to the other Party, (ii) is or becomes available to Receiving Party on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information, (iii) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder as evidenced by its records, or (iv) was or is independently developed by Receiving Party without using any Confidential Information. Without limitation, the “Output Data” is Zeus Leads’ Confidential Data.
Receiving Party will: (i) protect and safeguard the confidentiality of Disclosing Party’s Confidential Information with at least the same degree of care as Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care, (ii) not use Disclosing Party’s Confidential Information, or permit it to be used, for any purpose other than to exercise its rights or perform its obligations under these Terms, and (iii) not disclose any such Confidential Information to any person or entity, except to Receiving Party’s employees, agents, contractors, attorneys, or representatives (“Representatives”) acting in the course of their obligations and rights hereunder.
If Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it will, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy and Receiving Party must only disclose or furnish that portion of Confidential Information as such Receiving Party or the applicable Representative is legally obligated or compelled to so produce or disclose.
At the Disclosing Party’s request, the Receiving Party will return or destroy any Confidential Information Receiving Party obtained from the Disclosing Party. However, nothing contained herein will be construed to prohibit Receiving Party from retaining electronic information maintained in compliance with its digital data retention and automated backup procedures provided that such Confidential Information will remain subject to the confidentiality obligations set forth herein.
In the event of a breach of this section 14, the Receiving Party understands and agrees that direct money damages may not be an adequate remedy for any breach of these Terms by it and that the Disclosing Party may be entitled (without exclusion of other remedies herein) to seek specific performance and injunctive or other equitable relief as a remedy for any such breach. The Receiving Party further agrees to waive any requirement for the Disclosing Party to secure or post any bond in connection with such remedy.
The provisions of this section 14 supersede and replace in whole any previous confidentiality, non-disclosure, or similar agreement between the Parties.
In the event of a breach of the Resale Restriction in section 5, the Parties agree that money damages may not be an adequate remedy. Accordingly, in the event of such a breach, you agree that we will be entitled (without exclusion of other remedies herein, including monetary remedies) to seek specific performance and injunctive or other equitable relief as a remedy for any such breach, including disgorgement of profits. You further agree to waive any requirement that Zeus Leads secure or post any bond in connection with such remedy. You further agree that should we prevail in a suit in which we assert violation of the Resale Restriction, you will pay our reasonable attorneys’ fees and costs, including costs of investigation.
These Terms of Service are the entire and exclusive understanding and agreement between us and you regarding the Service as well as the Submitted Data. These Terms supersede and replace any and all prior oral or written understandings or agreements between us and you regarding such topics (including, with respect to the subject matter hereof, any non-disclosure or confidentiality agreement previously entered into between us), provided that any modification in an Order Form shall govern and supersede any conflicting provision in these Terms.
The relationship between you and us is that of independent contractors, and nothing in these Terms of Service shall be construed to create or imply any other relationship (such as a partnership or an employer/employee or agency relationship).
We may assign these Terms at our discretion. You may not assign, sublicense, or transfer these Terms (or our license grant to you herein) in whole or in part to anyone else.
If any provision of these Terms is determined by a court to be invalid, illegal, or unenforceable, that determination will not affect the validity or enforceability of the remaining provisions of the Terms, and each provision shall be considered as separate, severable, and distinct from each other.
If we (or you) don’t enforce any part of these Terms, it won’t be considered a waiver. No waiver of any obligation or right of either party shall be effective unless in writing, executed by the party against whom it is being enforced.
Legal notices to us (including but not limited to termination notices) must be sent to support@zeusleads.com or 3018 Rusty Bridge Ct. Spring, TX 77386. We will send legal notices to you via a method of our choosing that is reasonably intended to provide such notice to you, including without limitation via the Service or to the email or other address you have provided to us.
In addition to any other remedies it may have, either party may terminate these Terms, effective immediately, if (A) the other party breaches these Terms and fails to cure such breach within thirty (30) days of its receipt of a written notice identifying the breach in reasonable detail (or ten (10) days in the case of non-payment), or (B) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings, or assignment of substantially all of its assets for the benefit of creditors, or if the other party becomes the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days. If the Agreement is terminated as a result of a material breach by you, then you shall pay in full all remaining fees payable through the remainder of any outstanding Order Form; or if you have prepaid any fees, then those fees are nonrefundable.
In addition to the right to terminate for cause, (a) for paid subscriptions, we may terminate these Terms for convenience by providing you at least thirty (30) days’ prior written notice; and (b) for unpaid accounts only, either party may terminate these Terms, effective immediately, by providing the other party written notice. For paid subscriptions, you will pay in full for the Service up to and including the last day on which the Service is provided.
If these Terms terminate, you will no longer be authorized to access the Services (except as provided under section 4 hereunder).
For non-paying customers, if there is no activity in your account for six (6) months or more, Zeus Leads reserves the right to deactivate your account, delete data from your account, and/or restrict access to certain functionality in your account, at Zeus Leads’ sole discretion.
Sections 1 and 5-12, 14-16 of these Terms will survive termination.
We will not be deemed responsible or liable for any failure to perform or delay in performance under these Terms (or any Order Form) where such delay or failure is beyond our control, including, without limitation, where caused by strikes or labor disputes, internet or telecommunications failures, shortages of or inability to obtain labor, energy, or supplies, war, terrorism, riot, acts of God or governmental action, natural disasters including floods, earthquakes, and hurricanes, acts by hackers or other malicious third parties, and problems with the Internet generally, and such performance shall be excused to the extent that it is prevented or delayed by reason of any of the foregoing.
We, or service providers working with us, may monitor the Service for any legitimate business purpose, including to monitor compliance with these Terms or evaluate how the Service is being accessed and used. We will be the sole and final arbiter as to whether the Service is being misused or these Terms are being violated. If we believe you have violated these Terms (or any law) we may terminate your account and access to the Service immediately and without notice. In such a situation, we also may seek civil, criminal, or injunctive relief, at our sole discretion and without obligation, to enforce this Terms of Service and the law.
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