Use Conditions

This Terms of Service (the "Agreement") sets forth the terms and conditions that apply to your access and use of the internet website owned and operated by Activolution SL("ACTIVOLUTION ") and located at http://www.activolead.com (the "Site") and the services available thereon, including, without limitation, the services that enable you to create, test and host campaigns and record databases of leads for online marketing purposes (the "Services"). By accepting this agreement, either by completing the online application process by clicking a box indicating your acceptance or by executing a subscription that references this agreement (The “Subscription”), you agree to the terms of this agreement. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms “You” or “Your” shall refer to such entity. If you do not have such autority, or if you do not agree with these terms and conditions, you must not accept this agreement and may not use the services. By accepting this Agreement, you agree to be bound by the terms and conditions of this Agreement and ACTIVOLUTIONs Privacy Policy located at www.activolead.com/crm/terms (the "Privacy Policy"), as it may be amended from time-to-time in the future. ACTIVOLUTION may update this Agreement or the Privacy Policy at any time, without notification to you, and you should review this Agreement and the Privacy Policy from time-to-time by accessing the Site. Your continued use of the Site and/or the Services shall be deemed irrevocable acceptance of any such revisions. Before you continue, you should print or save a local copy of this Agreement and the Privacy Policy for your records.

Ability to Enter into this Agreement In order to enter into this Agreement, you must have reached the legal age of majority in your jurisdiction of residence or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement. It is your responsibility to ensure that you are legally eligible to enter into this Agreement under any laws applicable to you in your jurisdiction of residence or otherwise. If you accept this Agreement, you represent that you have the capacity to be bound by it. In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept this Agreement. You can accept this Agreement by: clicking to accept or agree to this Agreement where this option is made available to you by ACTIVOLUTION in the user interface for any Service; or by actually using the Services. In this case, you understand and agree that ACTIVOLUTION will treat your use of the Services as acceptance of this Agreement from that point onwards. You may not use the Services and may not accept this Agreement if (a) you are not of legal age to form a binding contract with ACTIVOLUTION, or (b) you are a person barred from receiving the Services under the laws of the United States, Spain, Brasil or other countries including the country in which you are a resident or from which you use the Services. Before you continue, you should print or save a local copy of this Agreement for your records.

Your Profile Information and Account In order to access certain Services, you may be required to provide information about yourself (such as API, identification or contact details) as part of the registration process for the Service or as part of your continued use of the Services. You may also have to create passwords or other forms of authentication. You agree to provide true, accurate, current and complete information about yourself, and you may not misrepresent your profile information. You agree and understand that you are responsible for maintaining the confidentiality of any such information or passwords. Accordingly, you agree that you will be solely responsible to ACTIVOLUTION for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify ACTIVOLUTION immediately. Your right to access and use the Services is personal to you and is not transferable by you to any other person or entity. You agree not to disclose your password to any third party. You are solely responsible for all activities that occur under your Account or under your Profile Information. If you become aware of any unauthorized use of your Account or Profile Information, you are responsible for notifying ACTIVOLUTION immediately. By providing us with your e-mail address, you agree to receive all required notices electronically to that e-mail address. It is your responsibility to update or change that e-mail address, as appropriate.

Fees You shall pay all fees specified in any subscription to Services or use of the Site (“Subscription”). We will charge you a periodic fee based on the Subscription you choose. Such fees shall be billed in advance for each period and are non-refundable. There will be no refunds or credits for partial months of service or for periods in which your account remains open but you do not use the Services. We reserve the right to modify our billing rates at any time upon thirty (30) days written notice by posting such fee changes to the Services or on the Site. At our discretion, we may offer free or discounted pricing for use of the Services (a "Trial Program"). Once the terms of any Trial Program have expired, you agree that our normal billing rates shall apply. You agree to comply with any additional terms, restrictions or limitations (including limitations on the total amount of usage) we impose in connection with any Trial Program. You may not sign-up for multiple Accounts in order to receive additional benefits under any Trial Programs.

Submission of Content The Site and the Services available thereon enable you to provide or upload content, including but not limited to text, images, data, and other information or content (collectively, "Content"), to ACTIVOLUTION for the purpose of providing the Services. You acknowledge and agree that you are solely responsible for all Content you submit, provide or upload and the consequences for submitting, providing or uploading it. ACTIVOLUTION will use Content you upload solely in connection with providing the Services to you, and for no other reason. You agree that by uploading, or otherwise providing any Content on or through the Site and/or the Services, you grant to ACTIVOLUTION a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, process, display, all or any portion of such Content, solely in connection with providing the Services to you. This license includes the right to host, index, cache or otherwise format your Content in order to provide the Services. You represent and warrant that you own your Content or have the necessary licenses, rights, consents and permissions to grant the license set forth herein and that its provision to ACTIVOLUTION or ACTIVOLUTIONs use thereof will not violate the copyrights, privacy rights, publicity rights, trademark rights, contract rights or any other intellectual property rights or other rights of any person or entity. ACTIVOLUTION retains the right to use or distribute any Aggregated Data generated by our customers or users. "Aggregated Data" means records which have been stripped of information potentially identifying customers, landing pages or end-users, and which have been manipulated or combined to provide generalized, anonymous information.

Intellectual Property Rights All right, title, interest and ownership and intellectual property rights in and to the Site, ACTIVOLUTION trademarks and the templates provided via the Site, including but not limited to its "look and feel" (e.g., text, graphics, images, logos, buttons, icons and the placement and layout thereof), images, video, audio, data, content, software (including html-based computer programs) and other media, material or information, other than your Content, are and will remain the property of ACTIVOLUTION or its software or content suppliers. Any templates or derivatives of templates provided that you may build using the Site belong to ACTIVOLUTION. The Site is protected under Spain, Brasil, United States and international copyright, trademark and other laws and treaties. Subject to the terms and conditions of this Agreement, ACTIVOLUTION grants to you, during the term of this Agreement, a non-transferable, non-sublicensable, non-exclusive, revocable, limited-purpose right to access and use the Services that are subject to a valid Subscription. You acknowledge that any ideas, suggestions, concepts, processes or techniques which you provide to ACTIVOLUTION related to the Services, the Site or ACTIVOLUTION or its business ("Feedback") shall become ACTIVOLUTIONs property without any compensation or other consideration payable to you by ACTIVOLUTION, and you do so of your own free will and volition. ACTIVOLUTION may or may not, in its sole discretion, use or incorporate the Feedback in whatever form or derivative ACTIVOLUTION may decide into the Site, its software, services, documentation, business or other products, or any future versions or derivatives of the foregoing. You hereby assign all rights on a worldwide basis in perpetuity to ACTIVOLUTION in any Feedback and, as applicable, waive any moral rights. ACTIVOLUTION owns any test results, data information and other output generated by your use of the Site and/or the Services during the term of this Agreement.

Confidential Information You agree to safeguard, keep secret and not to disclose to any third party, any Confidential Information acquired, learned or provided from ACTIVOLUTION during the term of this Agreement or following the expiration or termination of this Agreement. "Confidential Information" means any information marked confidential or that ought reasonably to be considered confidential under the circumstances and includes, without limitation, any business plans, customer lists, operation procedures, trade secrets, design formulas and programming code, know-how and processes, computer programs and inventions, discoveries, and improvements of any kinds.

Acceptable Use and Conduct You agree that that you will not publish or make available any Content that, or use the Site in a manner that: (a) infringes, violates or misappropriates any third partys intellectual property or proprietary rights; (b) contains software viruses, Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (c) except where expressly permitted, engages in spamming, "chain letters", "pyramid schemes", advertisement of illegal or controlled products or services, or other advertising or marketing activities that violate this Agreement, the Privacy Policy or any applicable laws, regulations or generally-accepted advertising or marketing industry guidelines; (d) is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes; (e) is libelous or defamatory, or that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or is invasive of anothers privacy; (f) is harmful to minors in any way; (g) is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by ACTIVOLUTION; (h) impersonates an ACTIVOLUTION employee, or any other person, or falsely states or otherwise misrepresents your affiliation with any person or entity, or to obtain access to the Site or a portion thereof without proper authorization; (i) interferes or attempts to interfere with the proper working of the Site or prevents others from using the Site, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the Site, or that otherwise negatively affects other persons ability to use the Site, or inadvertently or intentionally disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Site or any other site or system in use by another user of ACTIVOLUTION; (j) uses any manual or automated means, including agents, robots, scripts, or spiders, to monitor or copy the Site or the content contained therein; (k) facilitates the unlawful distribution of copyrighted Content; (l) licenses, sublicenses, rents or leases the Services to third parties, uses the Services for third party training, commercial time-sharing or service bureau use, or otherwise makes the Services available to third parties or otherwise commercially exploits the Services; (m) includes personal or identifying information about another person in a manner that employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Site to users; (n) constitutes or contains any form of advertising or solicitation to users who have requested not to be contacted about other services, products or commercial interests; (o) stalks or otherwise harasses anyone on the Site or with information obtained from the Site; (p) collects, uses or discloses data, including personal information, about users without their informed consent or for unlawful purposes or in violation of applicable law or regulations; (q) requests, solicits or otherwise obtains access to usernames, passwords or other authentication credentials from any user of the Site for the purposes of automating logins to the Site; (r) attempts to gain unauthorized access to the computer systems of ACTIVOLUTION or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Site; (s) posts adult or pornographic Content; (t) decompiles or reverse engineers or attempt to access the source code of the software underlying the Site, the Services or any other ACTIVOLUTION technology; (u) copies, archives, stores, reproduces, rearranges, modifies, downloads, uploads, creates derivate works from, displays, performs, publishes, distributes, redistributes or disseminates all or any part of the Site; (v) accesses the Site for the purposes of building a product using similar ideas, features, functions, interface or graphics as those found in the Site; (w) accesses the Site for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or (x) accesses the Site to upload any Content or computer code for the purposes of: (i) causing a breach of security to the Site; (ii) interfering with the proper working, functionality or performance of the Site; or (iii) preventing others from accessing or using the Site.

Disclaimer of Warranties YOUR USE OF THE SITE AND ALL CONTENT FORMING PART OF OR RELATED TO THE SITE, INCLUDING ANY CONTENT YOU UPLOAD OR SUBMIT AND ANY THIRD PARTY SOFTWARE AND CONTENT, ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ACTIVOLUTION EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND WITH RESPECT TO THE SITE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT. ACTIVOLUTION DISCLAIMS ANY WARRANTY THAT THE SITE OR ANY CONTENT, INCLUDING WITHOUT LIMITATION ANY THIRD PARTY SOFTWARE AND CONTENT, WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT, FROM TIME-TO-TIME, ACTIVOLUTION MAY REMOVE THE SITE FOR INDEFINITE PERIODS OF TIME WITHOUT NOTICE TO YOU. YOUR ACCESS AND USE OF THE SITE MAY BE INTERRUPTED FROM TIME TO TIME FOR ANY OF SEVERAL REASONS, INCLUDING, WITHOUT LIMITATION, THE MALFUNCTION OF EQUIPMENT, PERIODIC UPDATING, MAINTENANCE OR REPAIR OF THE SITE OR OTHER ACTIONS THAT ACTIVOLUTION, IN ITS SOLE DISCRETION, MAY ELECT TO TAKE. ACTIVOLUTION MAKES NO GUARANTEE REGARDING: (A) THE SECURITY OF ANY INFORMATION PROVIDED BY YOU INCLUDING BUT NOT LIMITED TO YOUR API; OR (B) THE COMPATIBILITY OF YOUR SOFTWARE, HARDWARE OR CONTENT WITH THE SITE. ACTIVOLUTION IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD-PARTY PROVIDER OF ANY CONTENT, SERVICE, NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICE PROVIDERS, HOSTING SERVICES UTILIZED BY ACTIVOLUTION, TELECOMMUNICATIONS PROVIDERS, CONTENT PROVIDED BY OTHER USERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY ACTIVOLUTION. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR CONTENT IS COMPATIBLE WITH THE SITE. ACTIVOLUTION DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR ANY UNAUTHORIZED USE OF YOUR CONTENT BY THIRD PARTIES OR OTHER USERS OF THE SITE AND IS NOT RESPONSIBLE FOR PROTECTING YOUR CONTENT. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ACTIVOLUTION OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. THE SITE IS OFFERED AND CONTROLLED BY ACTIVOLUTION FROM ITS FACILITIES IN SPAIN. ACTIVOLUTION MAKES NO REPRESENTATIONS THAT THE SITE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SITE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.

Third Party Sites and Content The Site may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. These other websites are not under ACTIVOLUTIONs control, and you acknowledge that ACTIVOLUTION is not responsible or liable for any third party content, including but not limited to the accuracy, integrity, quality, usefulness, legality, appropriateness, safety or intellectual property rights of or relating to such third party content or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by ACTIVOLUTION or any association with its operators. You further acknowledge and agree that ACTIVOLUTION shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third party content, goods or services available on or through any such website or resource. Access and use of third party sites, including the information, material, products and services on third party sites or available through third party sites, is solely at your own risk.

Limitation of Liability You agree that, under no legal theory, including, but not limited to negligence, breach, of warranty or condition, breach of contract or tort, shall ACTIVOLUTION or its affiliates, contractors, employees or agents, be liable to you or any this party acting on your behalf for any indirect, incidental, special, consequential, punitive, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses or the cost of any substitute equipment, facilities or services (even if ACTIVOLUTION has been advised of the possibility of such damage), arising from or relating to this agreement or your use of or your inability to use the site, or for any damages arising from or related to this agreement or any subscription. ACTIVOLUTIONS liability under this agreement is limited to the total amounts you paid to ACTIVOLUTION in the twelve (12) months immediately preceding the occurrence of loss or damage. The foregoing limitations shall also apply with respect to any damages incurred by reason of any content or services provided on any third party sites or otherwise provided by any third parties other than ACTIVOLUTION and received by you through or advertised on the site or received by you on any this party sites. You also agree that ACTIVOLUTION will not be responsable or liable for any los sor damage of any kind incurred as the result of any interactions or dealings with advertisers or as the result of the presence of such advertisers on the site. ACTIVOLUTION reserves the right to modify, suspend or discontinue the Site and/or Services, or any portion thereof, with or without notice at any time and for any reason, including, but not limited to, a failure to comply with the terms of this Agreement. ACTIVOLUTION shall have no liability whatsoever for any damages, liabilities, losses or any other consequences that you may incur as a result of any such modification, suspension or discontinuance.

Indemnity You agree to indemnify, defend, and hold harmless ACTIVOLUTION, and its subsidiaries, affiliates, co-branders, all third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives, from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys fees) arising out of or relating to this Agreement or the Site, including but not limited to in relation to: (a) your use, non-use or misuse of, or connection to the Site, the Services and any Content, including without limitation your Content and any third party Content, forming part of the Site; (b) your breach or alleged breach of this Agreement; and (c) your violation of any rights, including intellectual property rights, of a third party. ACTIVOLUTION reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify ACTIVOLUTION and you agree to cooperate with ACTIVOLUTIONs defense of these claims. You agree not to settle any matter without the prior written consent of ACTIVOLUTION. ACTIVOLUTION will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Cancellation and Termination You may cancel your Subscription upon thirty (30) days written notice ACTIVOLUTION for the ANNUAL subscriptions and fifteen (15) days for the MONTHLY subscriptions. You will remain liable for all charges accrued on your Account up to the time that you downgrade, including full monthly fees for the month in which you cancelled your account. ACTIVOLUTION is under no obligation to store your Content and may delete your Account and your Content immediately upon. ACTIVOLUTION may keep your Account and your Content indefinitely following cancellation. ACTIVOLUTION reserves the right at any time, and without cost, charge or liability, to terminate this Agreement at its sole discretion for any reason, including, but not limited to, a failure to comply with the terms of this Agreement. ACTIVOLUTION also reserves the right to deny access to anyone, including, but not limited to those users who use proxy servers and/or IP addresses residing in certain geographical areas outside Spain, the United States or Brasil. ACTIVOLUTION reserves the right to terminate any portion of the Site at any time, for any reason, with or without notice.

Changes to the Terms ACTIVOLUTION may make changes to his Agreement from time-to-time. When these changes are made, ACTIVOLUTION will make a new copy of the Terms of Services available at www.activolead.com/crm/terms and any new additional terms will be made available to you from within, or through, the affected Services. You understand and agree that if you use the Services after the date on which the Agreement was modified or additional terms added, ACTIVOLUTION will treat your use as acceptance of the updated or modified Agreement.

Miscellaneous If there is any dispute between you and ACTIVOLUTION about or involving this Agreement, the Site or the Services, you hereby agree that the dispute shall be governed by and construed in accordance with the laws of Spain, without regard to its conflict of law provisions. You hereby agree to submit to the exclusive jurisdiction of the courts in Madrid with respect to any claim, proceeding or action relating to or otherwise arising out of this Agreement, the Site or the Services, howsoever arising, provided always that ACTIVOLUTION may seek and obtain injunctive relief in any jurisdiction. If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement. You agree that this Agreement is specifically enforceable by injunctive relief and other equitable remedies without proof of monetary damages. You agree that if ACTIVOLUTION does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which ACTIVOLUTION has the benefit of under any applicable law), this will not be taken to be a formal waiver of ACTIVOLUTIONs rights and that those rights or remedies will still be available to ACTIVOLUTION. The sections of "Submission of Content", "Intellectual Property Rights", "Confidential Information", "Disclaimer of Warranties", "Third Party Sites and Content", "Limitation of Liability", "Indemnity" and "Miscellaneous" will survive any actual or purported termination or expiry of this Agreement and continue in full force and effect.