- Lead Generation (LG) is property of the platform in which you have activated this tool. The client ("Client") is the company listed in the platform activating the Lead Generation tool. A description of each product is listed on the purchase page of the tool. These terms apply to the use of the products and corporate location information ("TERMS"). They apply to the entire contractual relationship between LG and Client—thus to all services of LG and all future contracts and orders through the Client—and exclude any of the Client's terms of business. The activation of the tool and the TERMS together constitute the entire agreement between LG and Client and are hereafter jointly referred to as "Agreement". All appendices thereunto form an inseparable and essential component of this Agreement.
- Service obligations of LG: The services to be rendered by LG are stipulated by the Agreement in conjunction with the product description, which can be viewed at any time on LG's internet presence. A major obligation entails inserting and linking the information Client delivers about their corporate locations for the relevant geographical area ("Corporate Location Data") and the number of locations in their database ("LG Database"). To this end, LG will use such Corporate Location Data in separate files, tools and other related products as well, as long as this is necessary, advisable, or helpful, in fulfilling their service obligation. While rendering services, LG will distribute the Corporate Location Data to third parties ("Directory Partner"). Client is aware that in exceptional cases the Directory Partner listed in the product plan may be changed during the contract term, if this becomes necessary due to reasons for which LG is not responsible (e.g., the insolvency of a Directory Partner). Client's claims against LG for damages or reduction are excluded in this regard. LG ensures that Client can add, alter or delete Corporate Site Data via the API or LG Location Control Center at any time during the contract term. LG shall render this service (1) after checking the data or information provided by Client, (2) while observing their contractual obligation to exercise diligence, and (3) in a time period that is reasonable for both Contracting Parties. LG shall transmit the Corporate Location Data to all Directory Partners listed in the product plan so that they may provide the data to their users. Client is aware that LG cannot guarantee the Corporate Location Data from the LG database can be advertised and published at all times for all selected Directory Partners if this is prevented by reasons beyond LG's control. These reasons particularly include (i) space restrictions, (ii) the incompatibility of the Corporate Location Data with the Directory Partners' applications, (iii) the use by Directory Partners of POI sources other than LG, (iv) the Directory Partner's publication and update cycles, and (v) the impossibility for LG to locate certain Client locations. In these cases, any associated liability by LG is excluded unless Client proves LG is responsible for the existing reasons. LG shall work closely together with the Directory Partners in this respect, while observing all contractual obligations to exercise diligence.
3. Obligations of Client / Cooperation Client shall provide LG in advance with all documents, information and materials they need to perform the agreed services. In so doing, Client shall ensure that the transmitted documents, information and materials are applicable and free of errors. Any liability on the part of LG for processing any erroneous information, documents or materials is excluded. Client shall transmit the Corporate Location Data to LG using the LG interface (“API”) or LG Location Control Center. In so doing, he shall select a format that meets LG specifications. Client is aware that individual Directory Partners do not support certain formats, or that some information cannot be shown completely in the form transmitted by Client, due to the technical requirements of individual Directory Partners. LG ensures that this information will be processed as optimally as the Directory Partner makes possible and will be shown or provided to the Directory Partner in question. All Corporate Location Data and all information and materials provided will be checked for their lawfulness before being transmitted. If a legal breach or violation of common decency is present or possible, LG is authorized to refuse to process this information or these materials. LG shall inform Client thereof. Client ensures to the best of his knowledge that a. he is authorized to enter into this Agreement, LG General Terms of Business (TERMS) for Business Customers 2 b. the Corporate Location Data, brands and logos included, as well as all additionally provided materials, information and documents, are free of any third-party rights, encumbrances or interests, and are suitable for integration in all the Directory Partners' products, c. the Corporate Location data contains neither viruses, spyware nor other harmful source codes or materials, and are free from errors or imprecise data, d. he has obtained, and will maintain, all contents, consents, approvals, permits and releases which are necessary to fulfil the obligations under this contract, e. he will not violate any third-party rights by performing his obligations, especially intellectual property rights, and his existing obligations or agreements do not contradict or hinder such rights, f. the Corporate Location Data is in no way illicit, harassing, obscene or pornographic, do not glorify violence, endanger youth or violate third-party rights, and are not otherwise inappropriate. If any of the above obligations are violated, Client shall release LG and the Directory Partners from all third-party claims based on such violation, as well as from any costs incurred by asserting these claims (especially for legal d), unless Client can prove that LG or the Directory Partner was fully or partially to blame for the legal breach. The Parties shall immediately inform each other if they learn of such a claim. If Client, LG or a Directory Partner faces such a claim, or if Client believes the Corporate Location Data could violate third-party intellectual property rights, Client shall immediately procure at his expense (i) the usage rights to the Corporate Location Data for LG, the Directory Partner and his partner company, or (ii) delete, replace or alter the data in question so that they no longer violate any rights.
4. Duration and termination The Agreement will enter into force as soon as the customer activates the tool and shall extend automatically on a monthly basis. The right to terminate for cause remains unaffected by this; this right exists in particular if insolvency proceedings are initiated concerning a Contracting Party's assets, or a motion is made to this effect, or if a Party discontinues or threatens to discontinue their entire business or an essential part thereof. Termination is required in written form.
5. Fees / Payment methods: The services of LG incur a fee after the activation. In particular, the following fees will be due to LG: a. one-time fee after access has been set up if the DIFM option has been selected (“Setup Fee”), b. monthly basic fee (“Basic Fee(s)”) during the contract term and the extension periods. All fees shall be paid by a form of payment kept on file automatically on the last day of the calendar month for the upcoming month.
6. License transfer/Usage rights Under the conditions of these TERMS, and for the duration of the contract term, Client guarantees LG and their accepting partner companies the worldwide, simple, and transferable right to use without charge any or all of the Client's provided brand logos, symbols and other materials ("Client Materials") which are protected by copyright or other rights (e.g., photos, product catalogues, etc.), including all rights, solely as are necessary for LG to render their contractual services. It particularly includes the right (i) to combine, alter or augment the Corporate Location Data with other data obtained by LG and their partner company; (ii) to use the Corporate Location Data within LG, (iii) to update, store, download, run, reproduce, digitalize, duplicate, copy, translate or process the Corporate Location Data in the LG database; (iv) to sell, ship, advertise, let, sublet, market, license, or sublicense products, either directly or indirectly, or to use to the full extent methods, processes and devices in any form, including all present or future scientific, digital, mechanical or electronic means, which contain the Corporate Location Data or products derived therefrom, (v) to present, reproduce, exhibit, publish, or exploit the Corporate Location Data or products derived therefrom (directly or in a LG General Terms of Business (TERMS) for Business Customers 3 distribution chain) to any Directory Partner through or for the use of any products from Directory Partners, and (vi) to allow the Directory Partners' users to use the Corporate Location Data indirectly through the Directory Partner. LG is strictly prohibited from disposing of or otherwise selling the Client materials provided solely by Client, since this is not covered by the transfer of rights. It is hereby clarified that LG is allowed to commission third parties to perform the activities named, and to grant them the necessary sub-licenses to the rights under this Agreement. If Client deletes, supplements, or alters Corporate Location Data, this will in no case affect a sub-license granted to the Directory Partners or their users by LG, as long as the deleted, supplemented or altered Corporate Location Data were used by the Directory Partners, their users, or both. Client hereby acknowledges and agrees that as soon as Corporate Location Data from Directory Partners or their users are utilized, LG will not be obligated to ensure that the respective data will be deleted from any services, systems or devices which are used under the control of the Directory Partners, their users, or third parties, or that the data will not be altered or used by the persons named. This also applies mutatis mutandis if the contractual relationship between LG and Client is terminated. To comply with data protection legal standards, LG will inform all directory partners in the event of a termination of the contractual agreement with the client and/or should the client wish to remove any personally identifying information or other information related to data protection.
7. Maintenance of Secrecy "Confidential Information" is defined as this Agreement as well as any information relating to LG, Client, their respective customers or business partners, and any secret information revealed under circumstances which would reasonably be considered confidential, whether the information is relayed verbally, pictorially, in writing or using another medium. The Parties shall not reveal any confidential information without the other's written consent. Nor shall the Parties use the other’s logos and names for marketing or advertising purposes.
8. Liability LG is liable for contractually agreed main obligations in accordance with statutory provisions. If LG erroneously processes Corporate Location Data from Client (by inclusion, linking, etc.), LG is not liable if LG rectifies the error during a time period which is reasonable for both Parties. LG is not liable for damages if Client administers or uses the provided API or LG Location Control Centers in a faulty or inadequate manner. LG shall comply with all applicable statutory provisions while rendering their services, including, but not limited to, relevant provisions of data protection law, state and federal law of the United States and the State of California, and industrial property rights (including copyright and trademark law). Client is aware that it is impossible, even with state-of-the-art technology, to create software which can work without error in all applications and combinations. In the event of a technical performance failure, LG shall attempt to rectify the disruption with normal commercial prudence. Any liability from LG is hereby excluded unless the technical malfunction is disproportionately long, and LG has not attempted to rectify the malfunction with normal commercial prudence. Liability for consequential damages, atypical or indirect damages, minor downtime, or loss of prospective profits, revenues, data, business, reputation or prospective transactions is excluded. Moreover, LG shall be liable for damages only if these were caused by gross negligence or willful intent from LG or one of their vicarious agents. If LG's liability is excluded or limited, this also applies to the personal liability of LG's employees, staff, co-workers, representatives and vicarious agents.
9. No transfer Client hereby agrees that upon prior written notification LG can fully or partially transfer, re-establish, forward or otherwise dispose of their rights and obligations under this Agreement, and release themselves from same, to any partner company of LG, any company which LG takes over completely or essentially, or any legal successor if LG is merged or acquired, provided that LGs legal successor ensures Client in writing that they are obligated by the provisions under this Agreement. The term "Partner Company" here means any company which controls another company or is jointly controlled by it. The terms "control" and "controlled" mean the legal, usufructuary or equitable ownership, whether direct or indirect, of more than 50% of the entire voting rights in the company. Client shall not sell, assign or transfer any of his rights guaranteed herein without LG's consent.
10. Applicable law and competent court This Agreement is subject to the law of the state of California, notwithstanding the "conflict of laws" principles and excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The place of performance for the contractual services to be rendered by LG is LG's registered office. The courts of the state of California, will be responsible for all legal disputes arising from this Agreement. LG General Terms of Business (TERMS) for Business Customers 4
11. Miscellaneous This Agreement constitutes the entire agreement between the Parties regarding its subject and replaces all former agreements, whether verbal or written, relating to that subject. Evidence to the contrary is excluded. LG reserves the right to amend these General Terms of Business at any time if adhering to a reasonable notice period of at least four weeks. If Client makes no objection within four weeks after notification or publication, the amended business conditions are deemed accepted. The notification of the amendment will contain separate reference to the significance of this four-week notice period. If Client objects to the amended business conditions in a timely manner, LG is entitled, under consideration of Client's justified interests, to terminate any contract with the Client existing at the time at which the amendment enters into force; otherwise, the contractual relationship based on the previous TERMS remains in existence. Amendments to this Agreement are required in written form. This also applies to amendments of this requirement for written form.