Ready4, INC.

LEAD GENERATION TERMS AND CONDITIONS

 

PLEASE READ THESE TERMS and conditions CAREFULLY BEFORE USING the product(s) (as defined below) OFFERED BY Ready4, INC. (“Ready4”). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE PRODUCT(S). BY USING THE PRODUCT(S), YOU AGREE TO BE BOUND BY These terms and conditions.

READY4 MAY MODIFY, AMEND OR CHANGE THESE TERMS AND CONDITIONS FROM TIME TO TIME AT ITS SOLE DISCRETION BY POSTING A NEW VERSION OF THESE TERMS AND CONDITIONS AT THE URL: www.ready4.com/lead-terms/. These terms and conditions as may be in effect from time to time, are hereinafter defined as “TERMS and conditions” or “the AGREEMENT.”

These Terms and Conditions form an integral part of each Product Order corresponding to these Term and Conditions and executed by Customer and READY4, pursuant to which READY4 shall make available to Customer the READY4 products, services and data (collectively, the “Product(s)”) identified on each Product Order corresponding to these Terms and Conditions.

  1. Provision of the Product(s).

    • Product Orders. The parties may enter into one or more product orders hereunder, each setting forth relevant details for specified READY4 Product(s) which READY4 shall provide to the Customer (each, a “Product Order”). Each Product Order shall (a) be titled a “Product Order”, (b) be executed by both parties, (c) reference these Term and Conditions, and (d) set forth the Product(s) covered thereby and the Initial Term for each Product. Any conflict between any Product Order and these Terms and Conditions shall be governed in the following order of precedence: (i) these Terms and Conditions, then (ii) the applicable Product Order; provided that a Product Order may expressly modify any provision in these Terms and Conditions (which modification must reference the modified term or condition herein, including the Section number thereof), which modification shall apply only as to such Product Order.

 

  • Grant of Rights. Subject to the terms and conditions of these Terms and Conditions, READY4 hereby grants to Customer a limited, non-exclusive, non-transferable right for [the number of] Authorized Users (as defined below) set forth in the applicable Product Order to access and use the relevant Product during the applicable Product Term, solely for Customer’s internal business purposes. An “Authorized User” shall mean an employee or independent contractor of Customer. Customer is also bound by any further restrictions set forth the Product Order. All rights not expressly granted to Customer are reserved by READY4 and its licensors. There are no implied rights.

  • Passwords. READY4 shall issue Customer with passwords for use by Authorized Users for access to the relevant Product. Customer and Authorized Users shall keep the passwords confidential and not share them with any other party, including any employees or other third parties who are not Authorized Users for the relevant Product. Customer shall be responsible for all use of passwords issued to Customer. Customer shall promptly notify READY4 if any password is lost, stolen or otherwise compromised, to allow READY4 to deactivate the password.

 

  • Restrictions. Each Product, which includes all data and information (“Data”) and software (“Software”) comprised in such Product, may not be disclosed or made available to any third party by Customer, including (a) the provision to any third party of a product or service that uses or is based on Data in any way, (b) the disclosure of any Data to third parties, or (c) the inclusion of Data in a database or report that is made available to third parties. Customer may not (i) modify the Product or any part of it, (ii) copy any Data, (iii) merge, manipulate, process or store the Data, or (iv) access, copy, sell, lease, reverse engineer, decompile or attempt to discover the source code for the Software. Customer shall not voluntarily produce Data in legal proceedings. Customer and all Authorized Users shall comply with these Terms and Conditions. All acts and omissions of Authorized Users shall be deemed to be those of Customer, and Customer shall be responsible therefor. Without limiting any of its other rights or remedies, READY4 reserves the right to suspend any Authorized User’s right to access a Product if READY4 reasonably believes that such Authorized User has materially violated the restrictions and obligations in these Terms and Conditions (in which case, it shall provide Customer prompt written notice of such suspension).

  • Customer Cooperation. Customer shall: (a) reasonably cooperate with READY4 in all matters relating to the Products; (b) respond promptly to any READY4 request to provide information, approvals, authorizations or decisions that are reasonably necessary for READY4 to provide the Products in accordance with these Terms and Conditions; and (c) provide such Customer materials or information as READY4 may reasonably request to provide the Products and ensure that such materials or information are complete and accurate in all material respects.

  1. Downtime. READY4 shall use commercially reasonable efforts to provide access to the Products twenty-four (24) hours a day, seven (7) days a week. Customer agrees that from time to time the Products may be inaccessible or inoperable for various reasons, including (a) equipment malfunctions; (b) periodic maintenance procedures or repairs which READY4 may undertake from time to time; or (c) causes beyond the reasonable control of READY4, including interruption or failure of telecommunication or digital transmission links, hostile network attacks or network congestion or other failures (collectively “Downtime”). READY4 shall use commercially reasonable efforts to minimize any disruption, inaccessibility and/or inoperability of the Product in connection with Downtime, whether scheduled or not.

  2. Ownership. Customer acknowledges and agrees that as between READY4 and Customer, all right, title and interest in and to each Product, including the applicable Data and Software and all improvements and derivatives of the foregoing (including all intellectual property and proprietary rights embodied therein or associated therewith) are and shall remain owned by READY4 or its licensors, and these Terms and Conditions in no way conveys any right, title or interest in any Product other than a limited right to use the Product in accordance with the terms and conditions herein. No right or license is granted hereunder to Customer under any trademarks, service marks, trade names or logos. Customer shall not remove any READY4 trademark, service mark or logo, or any proprietary notices or labels (including any copyright or trademark notices) from any Product.

  3. Fees; Payments; Taxes. Customer shall pay READY4 the fees for each Product specified in the applicable Product Order and any taxes levied on Customer’s license of the Product. Customer shall be invoiced monthly with the first invoice issued on the Order Effective Date of the applicable Product Order. Customer shall pay all invoices within thirty (30) days from the date of invoice. READY4 reserves the right to charge interest on unpaid balances at the rate of one percent (1%) per month or (if lower) the maximum amount permitted by law. Customer agrees to pay all of READY4’s costs of collection, including reasonable attorney’s fees, in the event Customer fails to pay fees due hereunder.

  4. Term; Termination.

    • Product Term. The “Product Term” for each Product shall begin on the Order Effective Date set forth in the applicable Product Order and, unless earlier terminated as provided herein, shall continue for the Initial Term set forth for such Product in such Product Order.

    • Termination. In the event of a material breach of any Product Order or of these Terms and Conditions, the non-breaching party may terminate such Product Order and these Terms and Conditions, provided that the breaching party fails to cure such material breach within thirty (30) days after notice of that breach. Any such termination shall be effective upon ten (10) days’ notice of termination. Upon such termination, Customer shall cease all use of all Products. All accrued rights and liabilities, and any provisions which by their nature should reasonably survive, shall survive termination or expiration of a Product Order and these Terms and Conditions, as applicable.

  5. Customer Data.

    • Data Generally. All data and information which the Customer inputs into a Product (the “Customer Data”) is stored in a private and secure fashion, and will not be used by READY4 except as permitted herein. Customer hereby grants to READY4 a limited, non-exclusive, non-transferable, royalty-free right to use, reproduce, manipulate, display, transmit and distribute the Customer Data solely in connection with providing the Products to Customer, and improving and developing the Products. In addition, READY4 may analyze Customer Data, and data of other Customers, to create aggregated or anonymized statistics or data that do not identify Customer or any individual, and READY4 may during and after the Term use and disclose such statistics or data in its discretion. Except as specified otherwise in these Terms and Conditions, Customer shall be solely responsible for providing, updating, uploading and maintaining all Customer Data. The content of Customer Data shall be Customer’s sole responsibility. READY4 shall operate the Products in a manner that provides reasonable information security for Customer Data, using commercially reasonable data backup, security, and recovery protections.

    • Additional Customer Responsibilities. Customer is solely responsible for all Customer Data. READY4 does not guarantee the accuracy, integrity or quality of Customer Data. Customer shall not: (a) upload or otherwise make available to READY4 any Customer Data that is unlawful or that violates the rights of any third parties; (b) upload or otherwise make available to READY4 any Customer Data that Customer does not have a right to transmit due to any law, rule, regulation or other obligation; (c) use, upload or otherwise transmit any Customer Data that infringes any intellectual property or other proprietary rights of any third party; (d) upload or otherwise make available to READY4 any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, limit the functionality of any computer software or hardware or telecommunications equipment; (e) interfere with or disrupt the Products or servers or networks connected to the Products; or (f) violate any applicable law, rule or regulation, including those regarding the export of technical data.

  6. Representations and Warranties; Disclaimer.

    • General Representations and Warranties. Each party hereby represents and warrants to the other party that: (a) it is a corporation, company or other entity (as applicable) duly organized, validly existing and in good standing in its jurisdiction of organization; (b) its execution, delivery and performance of these Terms and Conditions have been duly and validly authorized by all necessary organizational action on its part; (c) the provisions set forth in these Terms and Conditions constitute legal, valid, and binding obligations of such party enforceable against such party in accordance with their terms, subject to bankruptcy, insolvency and other laws affecting creditors’ rights generally; and (d) its execution, delivery and performance of these Terms and Conditions do not and will not conflict with, result in a breach of, constitute a default under, or require the consent of any third party under, any agreement or other obligation to which such party is subject.

    • READY4 Limited Warranty. READY4 does not warrant that it will be able to correct all reported defects or that use of any Product will be uninterrupted or error free. READY4 makes no warranty regarding features or services provided by any third parties. READY4 retains the right to modify its services and the Products in its sole discretion. Customer’s sole remedy for READY4’s breach of the warranty in this paragraph shall be that READY4 shall remedy the applicable error, or if READY4 is unable to do so in a timely manner, refund to Customer actual damages up to a limit of the fees paid for the applicable Product for the period during which the breach of warranty occurred.

    • Disclaimer. READY4 makes no representation or warranty as to the standard of any Data, including the accuracy, timeliness, categorization, or completeness thereof. Customer acknowledges that errors in Data will occur and that Data is provided “as is”, without warranty. Furthermore, the purposes for which Customer uses any Product are at Customer’s own risk. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, READY4 HEREBY EXCLUDES ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR WARRANTIES ARISING THROUGH COURSE OF PERFORMANCE OR USAGE OF TRADE. IN ADDITION, ALTHOUGH READY4 WILL TAKE REASONABLE MEASURES TO PROVIDE REASONABLE ACCESS TO THE WEBSITE HOSTING EACH PRODUCT (IF APPLICABLE), READY4 HEREBY DISCLAIMS ANY AND ALL LIABILITY PERTAINING TO (I) THE TRANSMISSION OF INFORMATION OVER THE INTERNET, OR (II) ANY IMPAIRMENT OR DISRUPTION OF CUSTOMER’S CONNECTION TO THE INTERNET OR ACCESS TO ANY PRODUCT.

 

  1. Limitations of Liability.

    • Damages Cap. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, READY4’S TOTAL LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO ANY PRODUCT OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO READY4 UNDER THIS AGREEMENT DURING THE PRIOR 12 MONTHS.

    • Disclaimer of Indirect Damages. EXCEPT FOR (A) CUSTOMER’S OBLIGATION TO PAY ALL AMOUNTS DUE HEREUNDER, (B) ITS INDEMNIFICATION OBLIGATIONS OR (C) ITS BREACH OF ANY INTELLECTUAL PROPERTY OR CONFIDENTIALITY OBLIGATIONS OR RESTRICTIONS HEREIN (INCLUDING ANY LIMITATIONS OR RESTRICTIONS ON USE OF THE PRODUCTS), IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOSS OF DATA, PROFITS OR REVENUE) ARISING OUT OF OR RELATED TO THE PRODUCTS OR THIS AGREEMENT, WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.

    • Basis of the Bargain. THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 8 ARE A FUNDAMENTAL BASIS OF THE BARGAIN, THAT READY4 HAS SET ITS FEES IN RELIANCE ON THE ENFORCEABILITY OF THESE PROVISIONS, AND THAT THEY SHALL APPLY NOTWITHSTANDING THAT ANY REMEDY SHALL FAIL ITS ESSENTIAL PURPOSE.

  2. Indemnification.

    • READY4 Indemnification. READY4 shall defend, indemnify and hold harmless Customer and its directors, officers, employees and agents (“Customer Indemnified Parties”) from and against any third party claims, actions, proceedings, demands, lawsuits, damages, liabilities and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Claims”) to the extent based on any claim that any Product infringes, misappropriates or otherwise violates (collectively, “Infringes”) any third party intellectual property or proprietary right (excluding patents).

    • Customer Indemnification. Customer shall defend, indemnify and hold harmless READY4 and its directors, officers, employees, agents and providers (“READY4 Indemnified Parties”) from and against any Claims to the extent based on (i) Customer’s misuse of the Product (including any use not strictly in accordance with the documentation therefor, these Terms and Conditions and the Terms of Use), or (ii) any claim that the Customer Data Infringes any third party intellectual property or proprietary right (excluding patents).

    • Indemnification Process. As conditions of the indemnification obligations in Sections 9.1 and 9.2 above: (a) the applicable Customer Indemnified Party or READY4 Indemnified Party (the “Indemnitee”) will provide the indemnifying party (the “Indemnitor”) with prompt written notice of any Claim for which indemnification is sought (provided that failure to so notify will not remove the Indemnitor’s indemnification obligations except to the extent it is prejudiced thereby), (b) the Indemnitee will permit the Indemnitor to control the defense and settlement of such Claim, and (c) the Indemnitee will reasonably cooperate with the Indemnitor in connection with the Indemnitor’s evaluation, defense and settlement of such Claim. In defending any Claim, the Indemnitor shall use counsel reasonably satisfactory to the other party. The Indemnitor shall not settle or compromise any such Claim or consent to the entry of any judgment without the prior written consent of the other party (not unreasonably withheld).

    • Exclusions. READY4’s obligations in Section 9.1 above shall not apply to any Claim to the extent arising from or relating to (a) misuse of the Product (including any use not strictly in accordance with the documentation therefor, these Terms and Conditions and the Terms of Use), (b) any modification, alteration or conversion of the Product not created or approved in writing by READY4, (c) any combination of the Product with any computer, hardware, software or service not provided by READY4, (d) READY4’s compliance with specifications or other requirements of Customer, or (e) any third party data or Customer Data. If a Product is or may be subject to a Claim of Infringement described in Section 9.1 above, READY4 may, at its cost and sole discretion: (i) obtain the right for Customer to continue using the Product as contemplated herein; or (ii) replace or modify the Product so that it becomes non-Infringing without substantially compromising its principal functions; or (iii) to the extent the foregoing are not commercially reasonable, terminate these Terms and Conditions and return to Customer any pre-paid fees for the Product associated with the then-remaining Term. READY4’s obligations in this Section 9 shall be READY4’s sole obligations, and Customer’s sole remedies, in the event of any Infringement of intellectual property or proprietary rights by or related to the Product.

  3. Confidentiality.

    • Definition. “Confidential Information” means information that is disclosed by either party (the “Disclosing Party”) to the other party (the “Receiving Party”) hereunder during the Term that is clearly labeled or identified as confidential or proprietary when disclosed, or that, under the circumstances, should reasonably be treated as confidential, except that “Confidential Information” shall not include any information that (a) is or becomes generally known to the public through no fault of, or breach of these Terms and Conditions by, the Receiving Party; (b) is rightfully in the Receiving Party’s possession at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without restriction on use or disclosure. In addition, (i) the terms and conditions of these Terms and Conditions shall be deemed to be Confidential Information of both parties; and (ii) the Products, including the applicable Data and Software, shall be deemed Confidential Information of READY4, regardless of whether or not they are labeled or identified, or would reasonably be considered confidential.

    • General Obligations. Each party agrees that it will during the Term and thereafter (a) not disclose the other party’s Confidential Information to any third party (other than as permitted in the last sentence of this paragraph); (b) use the other party’s Confidential Information only to the extent reasonably necessary to perform its obligations or exercise its rights under these Terms and Conditions; (c) disclose the other party’s Confidential Information only to those of its employees and independent contractors who reasonably need to know such information for purposes of these Terms and Conditions and who are bound by confidentiality obligations offering substantially similar protection to those in this Section 10; and (d) protect all Confidential Information of the other party from unauthorized use, access, or disclosure in the same manner as it protects its own confidential information of a similar nature, and in no event with less than reasonable care. Notwithstanding the above, this paragraph shall not prohibit: (i) a party from disclosing Confidential Information of the other party to the extent required by applicable law, rule or regulation (including a court order or other government order) or the rules and regulations of the SEC or any national securities exchange; provided that such party provides the other party prior written notice of such disclosure, to the extent practicable, and reasonably cooperates with efforts of the other party to seek confidential treatment thereof, to the extent such cooperation is requested by the other party; or (ii) a party from disclosing the terms and conditions of these Terms and Conditions to its attorneys and financial advisors, or current or potential lenders, other sources of financing, investors or acquirers; provided that such third parties are bound by confidentiality obligations offering substantially similar protection to those in this Section 10 (provided further that such third parties are only permitted to use such information for the purpose of advising, lending or providing financing to, or investing in or acquiring, such party, as applicable).

    • Return or Destruction. Except as otherwise expressly provided in these Terms and Conditions, the Receiving Party will return to the Disclosing Party, or destroy or erase, the Disclosing Party’s Confidential Information in tangible form, upon the termination of these Terms and Conditions; provided that (a) Receiving Party may retain a copy of Disclosing Party’s Confidential Information solely for the purposes of tracking Receiving Party’s rights and obligations hereunder with respect thereto, (b) Receiving Party may retain copies of Disclosing Party’s Confidential Information solely to the extent required by law or by applicable professional standards which require such party to retain copies of its working papers, and (c) Receiving Party may retain Disclosing Party’s Confidential Information solely to the extent reasonably necessary for Receiving Party to exercise rights or perform obligations under these Terms and Conditions that survive such termination.

    • Feedback. Notwithstanding the above or anything to the contrary herein, to the extent that Customer at any time provides READY4 with any feedback or suggestions regarding any Product, including potential improvements or changes thereto (collectively, “Feedback”), the Feedback shall not be considered Confidential Information of Customer, and READY4 shall be free to use, disclose, and otherwise exploit in any manner, the Feedback for any purpose.

  4.  

    • Compliance with Laws. Each party shall comply with all laws, rules, regulations and ordinances applicable to its activities hereunder.

    • Hosting Providers. Customer acknowledges that the Products are hosted by third party hosting providers (the “Hosting Contractors”). READY4 may change its Hosting Contractors at any time. Customer’s use of any Product is subject to any applicable restrictions imposed by the Hosting Contractors. Notwithstanding any other provision of these Terms and Conditions, READY4 shall not be liable for any problems, failures, defects or errors with any Product to the extent caused by the Hosting Contractors. Customer acknowledges that the fees payable for each Product reflect the fact that READY4 is not responsible for the acts and omissions of the Hosting Contractors.

    • Assignment. Customer may not assign these Terms and Conditions, or assign any of its rights or delegate any of its obligations under these Terms and Conditions, without the prior written consent of READY4. READY4 may freely assign these Terms and Conditions, or assign any of its rights or delegate any of its obligations under these Terms and Conditions. Any purported assignment or delegation in violation of this paragraph is null and void. These Terms and Conditions will bind and inure to the benefit of each party’s successor and permitted assigns.

    • Entire Agreement. These Terms and Conditions and the corresponding Product Order contain the complete understanding and agreement of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, oral or written, with respect thereto. No pre-printed terms on any purchase order, invoice or similar document issued in relation to these Terms and Conditions shall have any effect on the parties or these Terms and Conditions.

    • Notices. Unless otherwise specifically provided herein, all notices required or permitted by these Terms and Conditions shall be in writing and may be delivered personally, or may be sent by facsimile, overnight delivery or certified mail, return receipt requested, to the addresses set forth in the Product Order, unless the parties are subsequently notified of any change of address in accordance with this Section. Any notice shall be deemed to have been received as follows: (a) by personal delivery, upon receipt; (b) by facsimile or guaranteed overnight delivery, one business day after transmission or dispatch; or (c) by certified mail, as evidenced by the return receipt. If notice is sent by facsimile, a confirming copy of the same shall be sent by mail to the receiving party.

    • Force Majeure. READY4 shall not be liable or responsible to Customer, nor be considered to have defaulted or breached these Terms and Conditions, for any failure or delay in fulfilling or performing any provision of these Terms and Conditions to the extent such failure or delay is caused by or results from any act, circumstance or other cause beyond the reasonable control of READY4, including acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable technology or components, telecommunication breakdown, or power outage.

Publicity. READY4 shall have the right to use Customer’s name and logo on client lists published on READY4’s website and in marketing materials. READY4 may announce the relationship hereunder in a press release provided that READY4Ready4

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