Business Wise Business Development System
Lease Agreement Terms and Conditions - NOVEMBER 27, 2018 and PRIOR
These Lease Agreement Terms and Conditions contain the terms under which Business Wise, Inc. (“Supplier”) provides services to Clients (“Lessee”) for the Lease Package service level identified in the Lease Agreement. Lessee’s acceptance of the Lease Agreement or Lessee’s use of the services represents that Lessee accepts these Lease Agreement Terms and Conditions. The Lease Agreement, the Lease Agreement Terms and Conditions, and the User License Agreement hereby collectively form the entire Agreement (the “Agreement”).
The following terms and conditions define; how the services may be accessed and used by Lessee, features of various Lease Package service levels, and the legal terms and conditions of the Agreement.
Supplier's Services. The term "Supplier's Services" as used in the Agreement shall mean the services provided by Supplier to Lessee as indicated in the Lease Agreement document within the section titled “BWise Business Development System Lease Package Details”.
License. Supplier hereby grants Lessee, subject to the terms and conditions of the Agreement, a non exclusive, non transferable right and license to permit access to Supplier's Services that are accessed online through the Internet by Lessee using an Internet Browser. Lessee’s access to Supplier's Services and the related software does not grant a license to any software. Except if expressly authorized in the Agreement, Lessee agrees not to share, rent, lease, sublicense, distribute, transfer, copy, reproduce, modify, store or time-share, or allow third-party usage of Supplier's Services in whole or in part. Unless specifically identified in the Agreement; any other divisions, subsidiaries, or affiliated offices of Lessee’s company, including other franchises under the same name, must have their own Lease Agreement with Supplier.
Lessee agrees that the Email Addresses provided by Supplier are not licensed for any mass email marketing purposes external of Supplier's Services. Lessee shall not copy, transfer, store or aggregate Email Addresses provided by Supplier for any use external of Supplier's Services. Lessee further agrees that the systematic extraction of data by Lessee from Supplier's Services by human efforts or by means of automation using "scrapers", "bots", "spiders" or any other method or technology shall constitute a breach of the Agreement.
BWise Database & Web Application. The BWise Database & Web Application shall contain a listing of companies of all types and sizes for the Lease Package identified in the Lease Agreement, as of the most recent database update, including, but not limited to, company name, address, telephone number, county, industry, size, years in business, start year, and primary contacts (names and titles). Access to this company data is provided by a web application which allows users to selectively search, query, sort, build lists, record prospecting activities, print and or export data depending on the capabilities of the Lease Package.
Printing or Exporting BWise Data. In connection with the foregoing License; Lessee may print or export data in electronic file format, as allowed per the Lease Package output credit limits and reproduce, reformat, analyze, print and display such information in connection with Lessee’s normal business activities. It is understood and agreed that, at the end of the Lease Period, Lessee may only retain company BWise Data printed or exported from Supplier’s Services to which Lessee has added “significant information” pertinent to Lessee. The addition of significant information shall include any of the following; 1) a new or additional contact name for company, or, 2) company’s existing equipment or similar information, or, 3) company’s existing contract information. All other printed or exported electronic data obtained from Supplier’s Services shall be deleted from Lessee files to prevent unauthorized future use, and any remaining unused output credits shall be lost.
The following table shows credit usage for data output via printing and exporting.
BWise Drip Marketing. The Drip Marketing feature provides Lessee with the capability to send rich media content email messages via the Internet to a specified number of email addresses of selected BWise contacts as outlined in Lessee’s Lease Agreement. Supplier grants Lessee a license to use Supplier's Email Addresses solely in conjunction with Lessee's use of the BWise Drip Marketing system. Lessee may not load their own email addresses into Supplier’s systems. Supplier will store within the BWise Drip Marketing system Lessee's email message content for ongoing use; however, it is the responsibility of Lessee to maintain separately an adequate back-up of Lessee's email message content.
Sending Emails. In using Supplier’s Services and any Email Addresses provided by Supplier, Lessee shall comply with all provisions of the Agreement, all provisions of the Federal Can Spam Act of 2003 including any future revisions thereto, as well as all other State and Federal Law and Guidelines pertaining to the lawful usage of Email. This includes, but is not limited to, email message content that is lawful; that is properly labeled with accurate headers, subject line and sender disclosure; that does not promote the interests of any third-party; and that provides the ability to opt-out on every email transmission. While Supplier provides certain tools to facilitate compliance with email opt-out legal obligations, it is the responsibility of the Lessee to use these and other tools of their own to maintain and use their own opt-out information and lists. It is Lessee’s responsibility to ensure that all opt-out requests are honored within the time established by current State and Federal Law.
Lessee represents and warrants that Lessee has all necessary rights, title, interest and consent to all email message content utilized by Lessee within Supplier’s Services and Lessee will indemnify Supplier from any claims of infringement. Supplier may take remedial action if any of Lessee’s content violates the terms of the Agreement; however Supplier makes no claim to Lessee’s content or is Supplier under any obligation to review Lessee’s content for accuracy or potential liability.
Lessee agrees that Lessee will not send email messages from Supplier's BWise Drip Marketing system to any single email address licensed from Supplier more than one (1) email message per seven (7) consecutive days or more than three (3) email messages per thirty (30) consecutive days during the term of this Agreement. Lessee agrees that only email addresses with corporate email domains are licensed for use with the BWise Drip Marketing System. Lessee also agrees to send Drip Marketing messages only from Senders associated with Lessee's corporate email domain. Lessee's failure to adhere to these email message send stipulations may result in suspension of services, additional fees and or termination of this Agreement. Lessee is solely responsible for all activities necessary to prepare email message content and release emails for distribution unless specifically included in the Agreement to be performed by Supplier. Any underutilization by Lessee of Email Addresses or Email Message Sends licensed from Supplier shall be forfeited by Lessee at the end of the Lease Period.
If Lessee has a DMARC (Domain-based Message Authentication, Reporting & Conformance) record in the DNS settings associated with Lessee’s email domain, Lessee agrees to set up a dedicated sub-domain of their organization’s email domain for their Drip Marketing campaigns and to update their DNS (Domain Name System) settings per Supplier’s instructions & requirements. Supplier reserves the right to suspend Lessee’s use of Drip Marketing if any issue related to Lessee’s organization’s email domain or Lessee’s content in Supplier’s determination could interfere with or prevent the normal operation & delivery of emails via Supplier’s Services and to reinstate use once Supplier determines the issue is remedied. Supplier is not responsible or liable for any email delivery issues Lessee experiences caused by changes Lessee makes to their DNS settings. Lessee assumes all responsibility and liability resulting from incorrect configuration of their DNS settings, and is responsible for consulting with their domain hosting company before making any DNS changes.
Lessee further agrees to indemnify Supplier against any claims resulting from Lessee’s improper, unauthorized or illegal use of Email Addresses furnished by Supplier, Lessee’s improper use or accidental mis-use of the Drip Marketing features, or Lessee’s distribution of improper email message content that is not in compliance with the Agreement.
Supplier maintains that Supplier is in compliance with the Can Spam Act of 2003 and will ensure compliance with any future revisions to the Act.
BWise Email Message and Landing Page Creative Services. If included in the Lease Agreement; Supplier will provide email message and landing page creative services that include; a content discovery and assessment review, copyrighting of original email messages, and the creation and hosting of landing pages for Lessee's offers with lead capture forms and automatic email alerts for each lead capture. These services are provided in conjunction with Lessee’s licensing of Supplier’s BWise Drip Marketing system.
BWise Drip Marketing Campaign Administration Services. If included in the Lease Agreement; Supplier will provide Lessee administration services to facilitate the sending of Lessee’s email messages. This includes; target audience list (“DripList”) creation and ongoing updating, loading Lessee's email message content within Supplier’s Drip Marketing system, sending email test messages for Lessee's approval and the scheduling of emails for distribution. Lessee is responsible to review and approve the email test messages prior to distribution by Supplier. These services are provided in conjunction with Lessee’s licensing of Supplier’s BWise Drip Marketing system.
User Licenses. User Licenses are granted for the sole use by Lessee’s employees within Lessee’s offices under the same name as shown in the Lease Agreement. User Licenses cannot be shared or used by more than one individual User. All Users must be in the employment of the Lessee and utilizing their access to Supplier's Services for the benefit of the Lessee. User licenses may be reassigned from time to time to new Users who are replacing former Users. Each User will be required to accept the User License Agreement prior to accessing Supplier's Services.
Subscription & Account Activation. Supplier will create Lessee’s subscription to allow access to Supplier's Services and Supplier will create the initial Administrative User account and Supplier will provide instructions to the Lessee’s Administrative User how to create, edit, suspend or terminate User accounts. Each User account is associated with one User License. Lessee is solely responsible for the management oversight of their User accounts, and any unauthorized access to Supplier's Services caused by Lessee shall constitute a breach of the Agreement.
Subscription Access. Lessee hereby acknowledges that the delivery of Supplier’s Services involves such things as but not limited to Internet access, voice & data communication systems, computer hardware systems, computer software, and humans all of which can be subject to failures. Supplier’s sole liability to Lessee for Supplier’s failure to provide Lessee access to Supplier's Services shall be a day-for-day extension of the Lease Period for each contiguous whole day Supplier is not able to provide access to Lessee’s subscription. Any modification to Lessee’s computer hardware or software that might be necessary or desired by Lessee for the purpose of accessing Supplier's Services is the sole responsibility of Lessee.
Subscriber Data. Users authorized by Lessee to access Supplier's Services may input their own information (“Subscriber Data”) into various User Fields & Prospecting Activity Records as provided within the BWise Database & Web Application. Users are solely responsible for the accuracy, completeness and any proprietary nature of this information. Supplier claims no ownership of Subscriber Data and Supplier assumes no liability whatsoever with regard to this Subscriber Data. Supplier will store Subscriber Data during the term of the Lease and for a period of 30 calendar days beyond the Lease expiration. Lessee shall notify Supplier prior to the Lease Expiration if Lessee desires an electronic file of the Subscriber Data. This electronic file will contain Lessee’s Subscriber Data cross referenced with the Company Name and Business Wise ID#.
Supplier will respect confidentiality of Lessee’s Subscriber Data and Supplier will not review, data mine, share, distribute, or copy in any form Lessee’s Subscriber Data except as necessary to manage the Agreement. Supplier will utilize the same measures Supplier uses to protect and backup Supplier’s Services to protect and backup Lessee’s Subscriber Data. Supplier shall not assume any liability whatsoever for the theft or loss of Lessee’s Subscriber Data. Restoration of lost data will be based on Supplier’s most recent backup.
Linked Sites. Within the BWise Database & Web Application there are various “Links” to other external websites which are incorporated into the system for the convenience of the User. Supplier assumes no liability whatsoever for the content or services provided at these sites or Lessee’s usage thereof.
Third-Party Services & Integrations. Some BWise features utilize third-party services & integrations to operate. Supplier assumes no liability or responsibility for the content, services or technical administration required by these third-party integrations or Lessee’s usage thereof. Use of the BWise Push to CRM feature requires Lessee have their own paid Zapier account, which is not included with your BWise subscription. Lessee is responsible to confirm that their CRM is supported by Zapier at this link - https://zapier.com/apps/categories/crm - and to review and confirm that the Zapier Actions and field mapping options available for their CRM meet their needs. Lessee is responsible for setting up the Push to CRM integration in their own paid Zapier account using Supplier-provided instructions. At Lessee’s request, Supplier agrees to provide up to (1) hour of complimentary Zapier technical support for the purpose of assisting Lessee with the initial setup of the Zapier Push to CRM Zap. Additional requests by Lessee for Supplier technical support with Lessee’s Zapier account is billable to Lessee.
Internet Usage. Access to Supplier’s Services is provided to Lessee through the Internet. Lessee hereby acknowledges that there can be limitations, delays and other problems inherent in the use of the Internet. Supplier assumes no liability whatsoever for any problems or damages resulting from Lessee’s utilization of the Internet to access Supplier’s Services.
Training. Supplier will provide introductory and refresher training to all Lessee employees licensed to use Supplier's Services. Such training shall be provided at Supplier’s offices during regularly scheduled training times or as agreed upon by the Supplier and Lessee. Outsourced telemarketers or other non-employee contractors with Supplier-approved access to Lessee's account will be trained by Lessee.
Help Desk Support. Supplier will maintain Help Desk Support capable of providing assistance regarding instructions for access to and use of Supplier's Services. This support will also include requested research on changes in company data as well as new companies. Help Desk Support will be available during normal business hours Monday thru Friday. Lessee does hereby grant Supplier permission to access Lessee’s subscriber account for the purposes of providing Help Desk Support. Help Desk support for outsourced telemarketers or other non-employee contractors with Supplier-approved access to Lessee's account will be managed and routed to Supplier solely through an employee of Lessee. Help Desk Support requests by Lessee for assistance with Lessee’s use of any third-party service is billable to Lessee.
Term. The term of the Agreement shall be for the Lease Period indicated in the Lease Agreement. Lessee may renew the Agreement for additional terms at then current fees at the end of the current term. Subscription upgrades are the only form of subscription modification allowed during the term of the lease and require a new full-term Lease Agreement.
Fees. The fee for the term of the Agreement is stated in the Lease Agreement document. Payment, either full or partial, of the amounts indicated in the Lease Agreement shall constitute complete agreement and acceptance of the terms of the Agreement with the same effect as a signature. Failure to make timely payments as indicated shall constitute a breach of the Agreement by Lessee and Supplier may disable Lessee’s access to Supplier's Services.
Sales Tax. Supplier will list separately in the Lease Agreement and in all Invoices any sales tax amounts applicable to the Agreement. Lessee acknowledges that sales tax legislation may be amended from time to time and alter the sales tax amount applicable to the Agreement. Supplier will be responsible to adjust as necessary the sales tax applicable to any unpaid balance on the Agreement and Lessee shall be responsible for payment of all applicable sales tax amounts.
Proprietary Protection. Supplier claims United States and foreign copyright ownership with respect to Supplier’s Services as compilations and expressions of distinctive and creative formats. Supplier’s Services including any adaptations or modifications, printed or electronic copies thereof, which are only provided to or accessed by Lessee pursuant to the Agreement, are protected by copyright law, patent law, moral rights law, trade secret law, confidential information law, trademark law, unfair competition law or other similar rights. Supplier will indemnify Lessee against any claims of infringement.
Lessee shall not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of any services or any software, or documentation, or data related to Supplier's Services. Furthermore, Lessee shall not; modify, translate, or create derivative works based on the services or any software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the services or any software. During the term of the Agreement, Lessee shall exercise all diligent and reasonable precautions to prevent the loss or theft of Supplier’s Services, the company data therein, and any other related intellectual property of Supplier.
Supplier's Warranty Disclaimer. Supplier will employ due care and attention in maintaining and updating Supplier's Services. However, Lessee acknowledges that any collection and compilation of data, software development, or the delivery of services through the Internet may entail the likelihood of some human and machine errors, omissions, delays, interruptions, and losses. Accordingly, Lessee agrees that Lessee’s use of Supplier’s Services is at Lessee’s sole risk and is provided to Lessee on an “as is” and “as available” basis. Supplier shall not be liable to Lessee for any loss or injury suffered by Lessee due to Lessee’s use of Supplier’s Services.
Compliance with Laws. Lessee represents & warrants that Lessee’s use of Supplier's Services will comply with all applicable laws and regulations. Lessee agrees that Lessee is solely responsible for determining whether Supplier's Services are appropriate for Lessee's use under regulations such as CAN-SPAM, GLB, EU Data Privacy Laws (GDPR), HIPAA or other laws. If Lessee is subject to any such laws or regulations and Lessee uses Supplier's service, then Supplier will not be liable if Supplier’s Services do not meet those requirements. Lessee agrees to indemnify and hold Supplier harmless from any losses or claims, including attorney's fees, that result from any use of Supplier's Services that violates any such laws or regulations.
Limit of Liability. Except as expressly stated in the Agreement, neither party's liability to the other arising out of or related to the Agreement will exceed the total Fee for the services or products provided by the Agreement. In no event will either party be liable to the other for any consequential, indirect, special, incidental or punitive damages, including Attorney’s fees, regardless of the form of action, whether in an agreement, tort, strict product liability or otherwise, even if advised of the possibility of such damages and even if the damages were foreseeable. These stated limitations shall not apply to any sharing or theft of Supplier’s intellectual property due to Lessee’s negligence or willful misconduct; or any indemnification provided to either party per the Agreement.
Termination. Either party may terminate the Agreement on fifteen days notice if the other party has committed a breach of the Agreement and such breach has not been cured within fifteen days following such notice. Lessee may terminate the Agreement only if Supplier has breached the Agreement and only if Lessee has submitted the required notice of breach to Supplier. Supplier may terminate the Agreement for cause or convenience upon delivery of the required notice to Lessee.
Upon termination by Supplier for convenience or for Supplier’s breach; 1) Lessee’s access to Supplier's Services will be disabled by Supplier and Lessee shall discontinue use of all information obtained from Supplier's Services in the same manner as if the Lease expired at the end of the Lease Period; 2) Supplier shall return to Lessee the portion of previously paid fees allocable to the remaining term of the Agreement; 3) Supplier will provide to Lessee an electronic file of Lessee’s Subscriber Data. The return of fees and the providing of an electronic file of the Subscriber Data shall be Supplier’s limit of liability for termination of the Agreement either due to Supplier’s convenience or breach.
Upon termination by Supplier due to Lessee’s breach; 1) Lessee’s access to the Supplier's Services will be disabled by Supplier and Lessee shall discontinue use of all information obtained from Supplier's Services in the same manner as if the Lease expired at the end of the Lease Period; 2) Supplier will not return to Lessee any portion of previously paid fees allocable to the remaining term of the Agreement; 3) Lessee shall be responsible to make immediate payment in-full of all amounts necessary to achieve full payment of the Lease Package total fee; 4) Supplier will not be obligated to provide Lessee an electronic file of Lessee’s Subscriber Data.
Notices. Any notice or other communication required for the Termination of the Agreement shall be in writing and delivered by certified mail and addressed as provided in the Agreement or as otherwise requested by the receiving party. Notices delivered by certified mail shall be effective three (3) days after deposit in the mail. Other notices or communications between the parties of this Agreement may be delivered by email communication.
Governing Law. The Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Georgia.
Modifications. The service level provided by Supplier to Lessee and identified in the Lease Agreement document may not be modified except by written document signed by authorized representatives of both parties. Supplier reserves the right at any time to add, revise, or remove portions of these Lease Agreement Terms and Conditions as well as the User License Agreement. Supplier will make reasonable efforts to notify Lessee by email communication of any changes to the Lease Agreement Terms and Conditions or the User License Agreement.
Waivers. The non-enforcement or waiver of any provision on one occasion shall not constitute a waiver of such provision on any other occasions unless expressly agreed by both parties in writing. If any provision of Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable.
Entire Agreement. Both parties agree that the Agreement plus any written modifications represent the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of the Agreement. No agency, partnership, joint venture, or employment is created as a result of the Agreement, and Lessee and Supplier do not have any authority of any kind to bind the other in any respect whatsoever.
Assignment. The Agreement may not be assigned by either party without the express written consent of the other party.
Business Wise, Inc. Corporate Office
6190 Powers Ferry Rd. Suite 190
Atlanta, GA 30339