Seller Data Leads & Raw Buyer Leads Subscription Service Agreement
Use of Prospect Avenue, LLC products, software, services, and websites (the “Services”) is subject to the terms of a legal agreement between you and Prospect Avenue, LLC.
In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms. You accept the Terms by:
- Clicking “Start Free Trial”, “Subscribe Now” or any similar sign-up button found on the site and by;
- Use of the Services. You agree that use of the Services will serve as acceptance of the Terms.
You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.
Use of Services by you
In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to Prospect Avenue, LLC will always be accurate, correct and up to date.
You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
Unless you have been specifically permitted to do so in a separate agreement with Prospect Avenue, LLC, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
You agree that you are solely responsible for (and that Prospect Avenue, LLC has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Prospect Avenue, LLC may suffer) of any such breach.
You understand that all information (such as data files, written text, computer software, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”.
You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by the parties who provide that Content to Prospect Avenue, LLC (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by Prospect Avenue, LLC or by the owners of that Content, in a separate agreement.
You acknowledge and agree that Prospect Avenue, LLC (or Prospect Avenue, LLC licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Prospect Avenue, LLC and that you shall not disclose such information without Prospect Avenue, LLC prior written consent.
Unless you have agreed otherwise in writing with Prospect Avenue, LLC, nothing in the Terms gives you a right to use any of Prospect Avenue, LLC trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.
Unless you have been expressly authorized to do so in writing by Prospect Avenue, LLC, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
License from Prospect Avenue, LLC
Prospect Avenue, LLC gives you a personal, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Prospect Avenue, LLC as part of the Services provided to you by Prospect Avenue, LLC (referred to as the “Software” below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Prospect Avenue, LLC, in the manner permitted by the Terms.
You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Prospect Avenue, LLC, in writing.
Unless Prospect Avenue, LLC has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
Unless Prospect Avenue, LLC has given you specific written permission to do so you may not share your login with multiple parties or partners. Prospect Avenue, LLC reserves the rights to suspend or terminate users service at any time if it is determined that user has violated the terms of service. You agree that Prospect Avenue, LLC has sole discretion to determine when the terms have been violated.
Each individual user will be issued a unique username and password. Sharing of credentials is strictly prohibited and will result in immediate termination of user’s account without refund.
Termination of Services with Prospect Avenue, LLC
Terms will be applied until service is ended by either you or Prospect Avenue, LLC as set out below:
If you want to terminate your legal agreement with Prospect Avenue, LLC, you may do so by (a) notifying Prospect Avenue, LLC via a cancellation request of the Services which you use, where Prospect Avenue, LLC has made this option available to you in the platform or (b) a notice can be sent, via email to email@example.com, such notice, however notice is not deemed received until you receive a confirmation of receipt from Prospect Avenue, LLC.
Prospect Avenue, LLC may terminate service at any time if the Terms of any provision put forth in Terms has been violated or if you are unable to comply with any provisions of the Terms. Additionally, service may be terminated if required by law or if a partner of Prospect Avenue, LLC has terminated it’s relationships with Prospect Avenue, LLC or ceased to offer the Services. Prospect Avenue, LLC may also terminate service if in our opinion the service is no longer commercially viable.
Usage of Prospect Avenue, LLC products and services constitutes your acceptance of Prospect Avenue, LLC’s billing policy. All accounts are setup on a prepaid basis. Before service is activated/provided, Prospect Avenue, LLC must receive payment.
Prospect Avenue, LLC accepts payments by credit or debit card. You are required to keep a valid credit or debit card on file for all recurring monthly subscription fees related to provided services. Subscription billing is based upon availability of products and services and not on usage.
Invoices are generated and collected at the beginning of your billing cycle. Service fees collected will not be pro-rated or refunded unless covered by our Refund Policy
By signing up for any services provided by Prospect Avenue, LLC and providing either credit card or debit card, the user consents to the subsequent recurring billing for services provided by Prospect Avenue, LLC. Recurring billing will continue until terminated by either party as set forth in Terms. Billing may be processed and displayed on users credit card statement as Prospect Avenue, LLC.
Prospect Avenue, LLC services may be made available without billing during a set free trial period. The account must be cancelled in writing prior to the end of the free trial period or it will automatically be converted into a paid subscription. Free trial periods are only available to new subscribers. Prospect Avenue, LLC reserves the right to immediately terminate accounts which are created by users who have previously used the service and also reserves the right to collect any past due balances upon the creation of a new account.
Exclusion of Warranties
Nothing in these terms shall exclude or limit Prospect Avenue, LLC warranty or liability for losses which may not be lawfully excluded or limited by applicable law. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only the limitations which are lawful in your jurisdiction will apply to you and our liability will be limited to the maximum extent permitted by law.
You expressly understand and agree that your use of the services is at your sole risk and that the services are provided “as is” and “as available”.
In particular, Prospect Avenue, LLC or its subsidiaries and affiliates do not represent or warrant to you that your use of the services will meet your requirements. Namely, Prospect Avenue, LLC or its subsidiaries and affiliates do not represent or warrant your use of the services will be uninterrupted, timely, secure or free from error. Prospect Avenue, LLC or its subsidiaries and affiliates do not represent or warrant that any information obtained by you as a result of your use of the services will be accurate or reliable. Prospect Avenue, LLC or its subsidiaries and affiliates do not represent or warrant that defects in the operation or functionality of any software provided to you as part of the services will be corrected.
Any material downloaded or otherwise obtained through the use of the services is done at your own discretion and risk and that 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 Prospect Avenue, LLC or through or from the services shall create any warranty not expressly stated in the Terms.
Prospect Avenue, LLC further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.
By using Prospect Avenue, LLC services, you agree that your use complies with the Telephone Consumer Protection Act (“TCPA”), Telemarketing Sales Rule (“TSR”), and state law regarding “do-not-call” lists and calls to cell phones. With respect to any Proceeding brought by someone other than the Purchaser that arises out of Purchaser’s use, the Purchaser shall indemnify Prospect Avenue, LLC and its indemnities against all Indemnifiable Losses arising out of that Proceeding, except to the extent that Prospect Avenue, LLC exclusively and intentionally caused those Indemnifiable Losses.
BUYER LEADS WITH ISA ADD-ON SERVICE AGREEMENT
This service agreement will be in effect upon acknowledgment of this Agreement and the terms herein and the monthly subscription amount as indicated on the website for services provided by Prospect Avenue, LLC (“Servicer”) for the Subscriber (“Client’). WHEREAS, the Servicer will perform certain Services, as hereinafter defined, for the Client, and the Client desires to accept such contracting Services from the Servicer on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1.1 The Services. The Client hereby engages the Servicer, and the Servicer hereby accepts such engagement, as an independent Servicer to provide the service of this Agreement (the “Services”) for the Client on the terms and conditions set forth in this Agreement.
Services include real estate buyer lead generation for the agreed upon amount as defined by the subscription choice (Agent Level, Small/Medium Team Level, or Teamerage/Brokerage Level) in the territory defined by Client.
Servicer shall make contact attempts, the type and amounts of said attempts will be as defined by the subscription choice (Standard ISA or Premium ISA) on each lead to determine the validity of each lead, and engage in communication on qualified leads to determine specific information about what each potential client is looking for; i.e. purchasing, selling, time frames, etc. Servicer shall work each lead diligently at the information gathering stage, and once Servicer determines that a lead is ready to move into an action stage for buying, selling, leasing etc., Servicer shall either live transfer or arrange appointments with the Client for personal contact with a qualified lead (“Qualified Lead”).
1.2 Relationship of Parties. The Servicer is an independent contractor of the Client, and this Agreement shall not be construed to create any association, partnership, joint venture, employment, or agency relationship between the Servicer and the Client for any purpose. The Servicer (i) has no authority to bind the Client, and shall not hold itself out as having such authority; and (ii) the Servicer shall not make any agreements or representations on the Client’s behalf without the Client’s prior written consent.
MONTHLY COST AND EXPENSES
2.1 Compensation. The Client shall pay to the Servicer, as full compensation for the Services provided by Servicer, a monthly subscription fee for the Services (the “Monthly Payment”). The first Payment will be collected during the initial subscription sign up process via credit card and that date will be the renewal date “(the “Renewal Date”). As an example, if Client subscribes on the 3rd of the current month, Servicer will be authorized to charge Client’s card on the 3rd of each subsequent month until the Client cancels the subscription.
3.1 Confidential Information. For the purpose of this Agreement, “Confidential Information” shall mean all information, and all tangible and intangible embodiments thereof, which is disclosed by the Servicer or the Client (“Disclosing Party”) to the other party hereto (“Recipient”) pursuant to this Agreement, including (a) any trade secrets of the Disclosing Party; (b) any information disclosed in writing or other tangible medium, that is marked or identified as confidential at the time of disclosure to the Recipient; or (c) any information, whether or not marked or identified as confidential in the manner set forth above, that is information the Recipient should reasonably understand to be, or those in the industry typically treat as, confidential or proprietary information.
3.2 Duration of Confidentiality. During the term of this Agreement, and thereafter following the expiration or earlier termination thereof, the Recipient shall hold as secret and maintain in confidence the Confidential Information of the Disclosing Party, shall use such Confidential Information only as explicitly set forth in this Agreement, and shall not disclose, use, or grant the use of the Confidential Information of the Disclosing Party to any third party, and may only disclose the Disclosing Party’s Confidential Information to the Recipient’s directors, officers, members, managers and employees on a need-to-know basis and to the extent such disclosure is reasonably necessary to carry out the Recipient’s activities as expressly authorized by this Agreement.
REPRESENTATIONS AND WARRANTIES
4.1 Representations and Warranties. Except as expressly stated in this agreement, the servicer makes no express or implied warranties, including warranties of merchantability, fitness for a particular purpose, noninfringement, accuracy or condition of data or that services will be uninterrupted or error free. Except as expressly provided in this agreement. (i) The services are provided “as is” without warranty of any kind, either expressed or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose and non-infringement. The servicer does not warrant that the services will meet the requirements of any third party and, in particular, the service does not warrant that the services will be error free or will operate without interruption.
INDEMNIFICATION, LIMITATION OF LIABILITY
5.1 Client Indemnification. The Client shall defend, indemnify, and hold harmless the Servicer, its affiliates and their officers, directors, members, managers, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from: (a) any damage to the Servicer resulting from Client’s acts or omissions; and (b) the material breach of any representation, warranty, or obligation of the Client under this Agreement.
5.2 Limitation of Liability. The Servicer’s entire liability to the Client, or to any party or person claiming through the Client, relating in any manner to the Services rendered pursuant to this Agreement, shall be limited exclusively to the return of the Fee paid pursuant to this Agreement.
TERM & TERMINATION
6.1 Term. The term of this Agreement shall commence on the Renewal Date and shall continue on a monthly basis for a minimum of 3 months (“Initial Period”). After the Initial Period, the Client or Servicer may cancel by providing the other party with written notice within three (3) business days prior to the next Renewal Date. An e-mail to firstname.lastname@example.org with confirmed receipt shall suffice as written notice.
7.1 Governing Law. This Agreement shall be governed by and construed and enforced exclusively under the laws of the State of New York in all respects as such laws are applied to agreements among New York residents entered into and performed entirely within New York.
7.2 Entire Agreement.
This Agreement (a) constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof, and (b) supersedes and merges all prior agreements, contracts, understandings and negotiations regarding the subjects hereof. No party shall be liable or bound to any other in any manner by any oral or written representations, warranties, covenants and agreements except as specifically set forth herein and
7.3 Force Majeure.
Neither party will be liable for any delay or failure in performance of any part of this Agreement as a result of Force Majeure.
Updated: May 2023