TERMS OF USE AGREEMENT  


Effective Date: September 22, 2022

The ercassistant.com website and its associated services and content (collectively “Website”) is owned and operated by LeadRoller, LLC (“LeadRoller”, “our”, “us”, “we”), a Texas limited liability company with its principal place of business in Rancho Palos Verdes, California.  LeadRoller has adopted this Terms of Use Agreement (“Agreement”) to inform you (“User(s)”) of your rights and duties when using the Website.  If you do not agree with the terms and conditions of this Agreement, you are expressly prohibited from using the Website and must discontinue your use immediately.  

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE WEBSITE AND ASSOCIATED SERVICES. BY ACCESSING OR USING THE WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

LEADROLLER MAY, FROM TIME TO TIME, AND RESERVES THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, TO MODIFY, LIMIT, CHANGE, DISCONTINUE, OR REPLACE THE WEBSITE OR THIS AGREEMENT. IN THE EVENT LEADROLLER MODIFIES, LIMITS, CHANGES, OR REPLACES THE WEBSITE OR THIS AGREEMENT, YOUR USE OF THE WEBSITE AFTER SAID MODIFICATION, LIMITATION, CHANGE, OR REPLACEMENT CONSTITUTES YOUR MANIFESTATION OF ASSENT TO THE MODIFICATION, LIMITATION, CHANGE, OR REPLACEMENT.

Definitions
As used in this Agreement:
  • “Account” means a Registered User’s account with the Website.  
  • “Registered User(s)” means any individual who creates an account and/or pays for Services on the Website.
  • “User(s)” means all individuals that visit and access the website, including Registered Users. 
  • “You / Your / You’re” means Users. 

About The Website
The Website is a lead generation website that connects customers to reputable businesses who are leaders in their respective industries in order to fulfill the customers’ business needs. 

Warranties and Representations
You warrant and agree that you have the right and legal capacity to enter into this Agreement and to adhere to its terms and conditions.  You warrant that you are a human individual that is eighteen (18) years of age or older.  If you are under eighteen (18) years of age but at least thirteen (13) years of age, you must present this Agreement to your parent or legal guardian for their review. You warrant that you are not prohibited from assenting to this Agreement by any preexisting Agreement.  

You warrant and represent that any and all information that you provide to LeadRoller and the Website is accurate and valid. You agree to comply in good faith with the terms of this Agreement.

You will not use the Website in any way that violates the rights of third parties, and you agree to comply with any and all applicable local, national, state, provincial, and international laws, treaties, and regulations.  Given the global nature of the Internet, you agree to comply with all laws and rules where you reside or where you use the Website.  The Website is operated in the United States and LeadRoller makes no representation that its Website or services or products are appropriate, lawful, or available for use in other locations.  

Ownership of Website and License
You acknowledge and agree that LeadRoller is the owner of, or has rights in and to, the Website and its associated content, including but not limited to all intellectual property rights inherent therein. The Website is protected by all applicable laws, intellectual property or otherwise, and you are expressly prohibited from using the Website for any purposes not explicitly stated in this Agreement. Specifically, and except where otherwise allowed under this Agreement, you are prohibited from framing, scraping, aggregating, hacking, reverse engineering, crawling, reproducing, preparing derivative works of, distributing, performing publicly, or displaying publicly the Website, whether in whole or in part, without the prior written consent of LeadRoller. 

LeadRoller hereby grants you a limited, non-exclusive, non-sublicensable, royalty free, non-assignable, and revocable license to use the Website for its customary and intended purposes. Violation of the terms of this Agreement or use of the Website for a use outside of its customary and intended purposes, such as, but not limited to downloading (other than page caching) or modifying the Website or any portion of it will result in the termination of this license.  Absent prior written permission from LeadRoller, you are not permitted to reproduce, prepare derivative works, distribute copies, perform, display, or use for commercial purposes the Website or its content.  This license is revocable at any time, and any rights not expressly granted herein are reserved to LeadRoller.  

Intellectual Property
All trademarks (common law or registered) and copyrights (common law or registered) displayed on this Website are the property of their respective owners.  Specifically, all photographs featured on the Website are copyrighted and owned by LeadRoller, unless otherwise stated. All LeadRoller marks are the property of LeadRoller, including, but not limited to all trademarks used and owned by LeadRoller and all LeadRoller logos. The Website, including its look and feel, color selections, layout, and arrangement, is the trade dress of LeadRoller. You are prohibited from using LeadRoller’s trademarks, service marks, and trade dress, or any colorable imitation thereof, to indicate the source of, sponsorship of, approval of, affiliation with, connection with, or association with your goods or services without the prior written consent of LeadRoller.

Website Use & Accounts
You may only use the Website pursuant to the terms of this Agreement. You understand that the Website is subject to change and may be modified at any time without notice. The Website is provided AS IS, and may contain bugs, errors, or other defects. Your use of the Website is at your own risk. Users are solely responsible for their use of the Website and shall abide by, and ensure compliance with, all laws in connection with use of the Services, including, but not limited to, laws related to recording, intellectual property, privacy, and export control. 

When contacting LeadRoller or creating an Account through the Website, you are agreeing to receive email notifications from LeadRoller and other third-parties.  The email notifications from LeadRoller contain an unsubscribe feature that allows you to “opt out” from future notifications.  Please see the Website’s Privacy Policy, which is incorporated into this Agreement by reference, regarding the collection and use of this and other information about you.  User information will be used consistent with the Privacy Policy.  LeadRoller does not endorse you or discriminate based upon any information provided by you or made available through the Website.

You have a duty to ensure that the information provided through the Website and within your Account is truthful, current, complete, and accurate. You understand and agree that you have an ongoing duty to update and keep current the information provided through the Website if and when that information changes. You are expressly prohibited from providing information that in a way impersonates another person, contains offensive or obscene language, or otherwise violates the rights of a third party. You expressly agree that you will not interfere with or disrupt a third party’s enjoyment and use of the Website.  LeadRoller reserves the right to restrict access to, monitor, suspend, disable, or delete Users’ information at any time, in its sole discretion, and without prior warning.  You agree to hold harmless and indemnify LeadRoller for any damages that arise out of or in relation to the use of the Website. 
Registered Users agree to keep their Account secure from unauthorized access.  Registered Users will login to their Account using an e-mail and Account password.  Registered Users should not reveal their passwords to others.  Registered Users agree that they alone are responsible for their Account and all associated activities and purchases.  Registered Users accept full responsibility for any and all use of their Account, whether authorized or unauthorized.  In the case of unauthorized access to a Registered User’s Account, you agree to contact LeadRoller immediately.  Registered Users agree to hold harmless and indemnify LeadRoller for any damages that arise out of or in relationship to the use of their Account. 

Registered Users may cancel their Account from within your Account settings.  If a Registered Users cancels their Account, LeadRoller is under no obligation to preserve your data for any length of time and will not be responsible for any loss of data.  LeadRoller is under no obligation to provide you with the data associated with your Website use and/or Account, except as otherwise provided in the Privacy Policy. LeadRoller recommends that you maintain your own backup of information submitted to the Website.

Electronic Communications
Visiting the Website or making any contact to LeadRoller or through the Website to third parties shall constitute electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Website, satisfy any legal requirement that such communications be in writing. 

"By providing your contact information to LeadRoller, you are providing your prior express written consent to be contacted at the provided telephone number with offers and marketing communications from LeadRoller and affiliated professionals via automated telephone dialing and texting systems and artificial or pre-recorded voice (including SMS and MMS) and/or email, even if the telephone number you provided is on a corporate, state or national Do Not Call list. Consent is not required as a condition to purchase any goods or services."

Pricing
Prices for any services and products are subject to change without notice. We reserve the right at any time to modify or discontinue any of our services and products (or any part or content thereof) without notice. We shall not be liable to you or to any third party for any modification, price change, suspension or discontinued services and products. In the event a service or product is listed at an incorrect price due to typographical error or error in pricing information received from our suppliers, we shall have the right to refuse or cancel any orders placed for product/service listed at the incorrect price. This right to refuse or cancel any order shall exist whether or not the order has been confirmed and you have been charged. In a charge has already occurred and your order is cancelled, we will promptly issue a credit in the amount of the incorrect price.

Prices and Availability
Any and all prices displayed on the Website are quoted in U.S. Dollars, and are valid and effective only in the United States. LeadRoller reserves the right without prior notice to discontinue or change specifications on products and services offered on this Website without incurring any obligations.

Confidentiality
All Users agrees to regard and preserve as confidential all non-public information provided by other Users relating to the business, systems, operations, strategic plans, clients, pricing (including, but not limited to, the pricing terms herein), methods, processes, financial data, programs, and/or products of the other User in any form, that are designated as “confidential,” or a reasonable person knows or reasonably should understand to be confidential (herein “Confidential Information”). For purposes of this Agreement, your Confidential Information shall include your Personal Information (as defined in the Privacy Policy), and any information disclosed to LeadRoller by you relating to the business, systems, operations, strategic plans, clients, pricing, methods, processes, financial data, programs, and/or products of you. Users agree to limit their disclosure of other Users’ Confidential Information to as few persons as possible and only to those persons with a need to know that are its or its affiliates’ personnel and subject to an obligation to keep such information confidential. Except as needed to fulfill their respective obligations under the Agreement, no User shall, without first obtaining the other Users’ prior written consent, disclose to any person, firm or enterprise, except as expressly permitted herein, or use for its own benefit, or the benefit of a third party, the Confidential Information of another User. 

“Confidential Information” shall not include content or information that (a) is already rightfully known to a User at the time it is obtained from another User, free from any obligation to keep such information confidential; (b) is or becomes publicly known or available through no wrongful act of a User; (c) is rightfully received from a third party without restriction and without breach of this Agreement; or (d) is developed by a User without the use of any proprietary, non-public information provided by the other User under the Agreement. Any information that comes from the Testimony given in the course of the Services is not subject to the Confidentiality Clause to the extent the information is used for the intended purposes of the Services.

Users may disclose Confidential Information where required by law, regulation, or court order, provided that the User subject to such law, regulation or court order shall, where permitted, notify the other User of any such use or requirement prior to disclosure in order to afford such other User an opportunity to seek a protective order to prevent or limit disclosure of the information to third parties.

The confidentiality obligations set forth in this section of the Agreement shall remain in effect for a period of five (5) years from the disclosure of the information. Users agree (a) to take reasonable steps to protect the other Users’ Confidential Information, and these steps must be at least as protective as those the receiving User takes to protect its own Confidential Information, and no less than a reasonable standard of care; (b) to notify the disclosing User promptly upon discovery of any unauthorized use or disclosure of Confidential Information; and (c) in the event of any unauthorized disclosure by a receiving User, to cooperate with the disclosing User to help regain control of the Confidential Information and prevent further unauthorized use or disclosure of it.

User Generated Content 
Users may submit content to the Website, including, but not limited to text, photos, ideas, suggestions, information, files, and videos (collectively “User Generated Content”).  

Except as otherwise licensed herein, you own all rights in and to your User Generated Content.  User Generated Content may be hosted, shared, and/or published as part of the Website’s associated services.  User Generated Content posted to public areas of the Website, including as comments to posts and reviews, will be publicly visible to all visitors of the Website.  You expressly acknowledge, however, that LeadRoller does not guarantee any confidentiality with respect to any submissions of your User Generated Content.

By submitting User Generated Content to the Website, you grant LeadRoller a non-exclusive, irrevocable, royalty free, worldwide, and perpetual license to use your User Generated Content for the customary and intended purposes of the Website and any purpose related thereto, including, without limitation, to reproduce, prepare derivative works, distribute copies, perform, sell, display, research, and use any of the User Generated Content. These purposes may include, but are not limited to, providing you or third parties with the Website or its associated services, improving the Website or its associated services, and archiving or making backups of the Website. You agree to waive all moral rights in and to your User Generated Content across the world, whether you have or have not asserted moral rights in or to your User Generated Content. By submitting User Generated Content to the Website, you further agree to waive all rights of publicity or privacy with respect to the User Generated Content submitted.

You warrant that any User Generated Content that you submit to the Website will not violate the rights of third parties, including, but not limited to, trademark rights, copyright rights, and rights of publicity and privacy, or violate any applicable law, statute, ordinance, treaty, or regulation, whether local, state, provincial, national, or international. You agree not to upload any User Generated Content that is (a) defamatory, libelous, unlawful, obscene, threatening, harmful or could encourage criminal or unethical behavior; (b) contains or transmits a virus, trojan horse, worm, logic bomb, or other material that is malicious or technologically harmful; or (c) is otherwise harmful to LeadRoller or any other person or entity. 

You agree that you are solely responsible for any User Generated Content that you submit to the Website.  LeadRoller acts solely as a repository of data, and therefore makes no guarantees as to the validity, accuracy, relevance, usefulness, or legal status of any User Generated Content.  LeadRoller does not guarantee the confidentiality of any User Generated Content you share through the Website with any third party.  

LeadRoller reserves the right to remove User Generated Content without prior notice and may, at its sole discretion, remove User Generated Content that it determines violates the terms of this Agreement.  LeadRoller also reserves the right to terminate a User’s access to the Website for any reason, including, but not limited to, for repeatedly infringing on the intellectual property or other rights of third parties or otherwise violating the terms of this Agreement, or for no reason, and without prior notice.

To learn more about LeadRoller’s copyright policies and learn how to submit an infringement claim based upon User Generated Content, please reference LeadRoller’s Copyright Policy below.

Copyright Policy 
We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Website infringe your copyright, you may request removal of those materials (or access to them) from the Website by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following: 

  • Your physical or electronic signature.
  • Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works. 
  • Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material. 
  • Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address). 
  • A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law. 
  • A statement that the information in the written notice is accurate. 
  • A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. 
Our Designated Copyright Agent to receive DMCA Notices is:  LeadRoller Copyright Agent LeadRoller, LLC 23 Santa Catalina Dr. Rancho Palos Verdes, CA 90275 Telephone: (323) 676-2719 Email Address: privacy@leadroller.com

If you fail to comply with all the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. 

Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA. 

Counter-Notification Procedures
If you believe that material you posted on the Website was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a “Counter-Notice”) by submitting written notification to our copyright agent designated above. Pursuant to the DMCA, the Counter-Notice must include substantially the following:
  • Your physical or electronic signature.
  • An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
  • Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
  • A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
  • A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Website may be found) and that you will accept service from the person (or an agent of that person) who provided the Website with the complaint at issue.
The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice.

Please be aware that if you knowingly materially misrepresent that material or activity on the Website was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Repeat Infringers
It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

Prohibited Uses
You expressly agree that you will not use the Website to violate any law, statute, ordinance, regulation, or treaty, to violate the rights of third parties, or for a use outside of the customary and intended purposes of the Website.

Specifically, you are prohibited from: 
  • Posting or transmitting content that:
    • Infringes upon the intellectual property rights of others;
    • Threatens or encourages bodily harm and/or destruction of property or that is offensive, defamatory, derogatory, pornographic or obscene; 
    • Promotes hate, violence, harassment, stalking, discrimination, terrorism, or intolerance of any kind based upon race, ethnicity, religion, sexual orientation, or disability;
    • Incites any illegal activity or unlawful sexual solicitation;
    • Relates to weaponry, controlled substances, gambling, or debt collection;
    • Raises support or defense of anyone alleged to be involved in criminal activity;
    • Impersonates another or is fraudulent, inaccurate, or misleading;
    • Constitutes an unwanted commercial solicitation, a phishing scam, a pyramid scheme, or a chain letter; 
    • Intends to collect personal or personally identifiable information from others;
    • Violates any term or condition of this Agreement;
  • Using a robot, spider, scraper, or other automated technology to access the Website; 
  • Imposing a disproportionate load on the Website or its server infrastructure or otherwise attempting to interfere with the operation of the Website; 
  • Attempting to gain access to the private data or personal information of a Website user or third party;
  • Circumventing LeadRoller’ technological and physical security measures; 
  • Suggesting an affiliation with or endorsement by LeadRoller. 


If you encounter content or witness behavior that you believe is inappropriate and violates this Agreement, you may report it to LeadRoller by sending an email to: privacy@leadroller.com. 

Geographic Restrictions
LeadRoller is located in the United States. We provide the Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws. 

Mobile Devices
The Website is fully accessible via a mobile device.  To the extent you access the Website through a mobile device, your wireless carrier’s standard charges, rates, and fees may apply.  LeadRoller is not responsible for any fees or errors that occur while accessing the Website via mobile device.  

Section 230 of Communications Decency Act
You acknowledge and agree that LeadRoller is an interactive computer service provider under Section 230 of the Communications Decency Act. Though LeadRoller may edit, remove, or control the content displayed through the Website, you agree that LeadRoller will not be considered an information content provider and will not be held liable for the republication of defamatory or tortious content created by third parties, whether through the Website or otherwise.  

Third Party & Affiliate Links
You understand that the Website may contain links to third party websites, applications, or services that LeadRoller does not own or control. You agree that LeadRoller will not be held responsible or liable for the content of third-party websites, applications, or services and that LeadRoller’ inclusion of those websites, applications, or services within its Website does not constitute LeadRoller’ endorsement of, recommendation of, or affiliation with any of those websites, applications, or services.

No Endorsement
From time to time, LeadRoller will refer to commercial products, processes, services, experts, and/or websites. Any reference is not intended to be an endorsement or statement that the information provided by the other party is accurate.  LeadRoller does not endorse any commercial product, process, service, expert, or website. The views and opinions of affiliates, contributors, and others expressed on this Website do not necessarily state or reflect those of LeadRoller and are not intended to be used for product endorsement purposes.

Term and Termination This Agreement will remain in full force and effect so long as the Website is in operation. LeadRoller may terminate this Agreement without liability at any time, without notice, and for any reason, including but not limited to for your violation of a term or condition of this Agreement. 

Disclaimer of Warranties
LEADROLLER DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM OR LIABILITY ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE. LEADROLLER PROVIDES THE WEBSITE, PRODUCTS, AND SERVICES PROVIDED THROUGH THE WEBSITE ON AN AS-IS BASIS AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, OR QUALITY. SOME JURISDICTIONS DO NOT ALLOW AN EXCLUSION OF IMPLIED WARRANTIES. IF YOU ARE LOCATED IN SUCH A JURISDICTION, THIS EXCLUSION MAY NOT APPLY.

LEADROLLER WILL NOT BE HELD LIABLE OR RESPONSIBLE FOR ANY CONTENT POSTED ON THE WEBSITE, INCLUDING BUT NOT LIMITED TO ANY ADVICE OR MARKETING PROVIDED BY ANY THIRD PARTY, ANY THIRD-PARTY LINKS POSTED ON THE WEBSITE, OR ANY CONTENT TRANSMITTED THROUGH THE WEBSITE. LEADROLLER IS A SERVICE PROVIDER AND DOES NOT ASSUME RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, ALTERATION, AND/OR DESTRUCTION OF IDENTITY. LEADROLLER RESERVES THE RIGHT TO DISCONTINUE THE WEBSITE AT ANY TIME. 

LEADROLLER WILL NOT BE HELD LIABLE FOR NETWORK, INTERNET, COMPUTER, HARDWARE, OR SOFTWARE PROGRAM MALFUNCTIONS, FAILURE, DELAYS, OR DIFFICULTIES WITH THE WEBSITE AT ANY TIME.

Limitation of Liability
LEADROLLER WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL THEORY FOR ANY DAMAGES, CLAIMS, INJURIES, JUDGMENTS, COSTS, OR LIABILITIES ARISING OUT OF OR RELATED TO YOUR USE OR MISUSE OF THE WEBSITE OR PRODUCTS AVAILABLE THEREON, INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, LOSS OF INCOME, SPECIAL DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNITIVE DAMAGES, OR EXEMPLARY DAMAGES. YOU UNDERSTAND AND AGREE THAT THE MAXIMUM AMOUNT THAT LEADROLLER CAN BE HELD LIABLE TO YOU UNDER ANY CIRCUMSTANCE IS THE AMOUNT THAT YOU PAID, IF ANY, FOR PRODUCTS OR SERVICES THROUGH THE WEBSITE. IF NO AMOUNT IS PAID BY YOU TO LEADROLLER, YOU AGREE THAT YOU WILL BE LIMITED TO INJUNCTIVE RELIEF ONLY UNLESS OTHERWISE PERMITTED BY LAW. 

THE WEBSITE MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. LEADROLLER IS NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED ON THE WEBSITE. 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES. IF YOUR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, YOU SHOULD SEEK LEGAL COUNSEL TO UNDERSTAND YOUR LEGAL RIGHTS UNDER THE LAW.

Indemnification
You agree to hold harmless, indemnify, and defend LeadRoller, its officers, employees, agents, successors, and assigns, from and against any and all claims, demands, losses, damages, rights, and actions of any kind, including, but not limited to, property damage, infringement, personal injury, and death, that either directly or indirectly arise out of or are related to your use of the Website, your use or provision of any products or services made through the Website, your reliance upon advice provided through the Website, your submission of User Generated Content to the Website, your violation of any term or condition of this Agreement, your violation of any applicable law, statute, ordinance, regulation, or treaty, whether local, state, national, or international, or your violation of the rights of a third party.

Your obligation to defend LeadRoller under the terms of this Agreement will not provide you with the right to control LeadRoller’ defense, and LeadRoller reserves the right to control its defense and choose its counsel regardless of your contractual requirement to indemnify LeadRoller.

No Assignment
You acknowledge and agree that you are prohibited from assigning your rights and obligations under this Agreement. LeadRoller may assign its rights and obligations under this Agreement at any time, including but not limited to in a sale of the Website. 

Jurisdiction, Governing Law, and Resolution of Disputes
This Agreement will be interpreted, governed, construed, and enforce in accordance with the laws of the United States of American and the State of Texas without giving effect to any conflicts of laws principles.  The parties submit to and agree to personal jurisdiction in Texas, with venue proper in Austin, Texas.  

YOU AND LEADROLLER AGREE THAT ARBITRATION WILL BE THE EXCLUSIVE FORUM AND REMEDY AT LAW FOR ANY DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT, YOUR USE OF THE WEBSITE, OR THE PURCHASE OF PRODUCTS OR SERVICES FROM LEADROLLER, INCLUDING ANY DISPUTES CONCERNING THE VALIDITY, INTERPRETATION, VIOLATION, BREACH, OR TERMINATION OF THIS AGREEMENT. ARBITRATION UNDER THIS AGREEMENT WILL BE HELD IN AUSTIN, TEXAS AND IN ACCORDANCE WITH THE MOST RECENTLY EFFECTIVE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATION PROCEEDING WILL BE DECIDED BY A SINGLE ARBITRATOR AND THE ARBITRATOR WILL DECIDE THE ARBITRATION PROCEEDING BY APPLYING THE LAWS AND LEGAL PRINCIPLES OF THE STATE OF TEXAS AND THE FEDERAL LAWS OF THE UNITED STATES. THE LOSING PARTY WILL BE REQUIRED TO PAY THE PREVAILING PARTY’S REASONABLE ATTORNEYS’ FEES. YOU AND LEADROLLER AGREE THAT THE SITUS OF THIS AGREEMENT IS IN THE STATE OF TEXAS. YOU AND LEADROLLER AGREE TO SUBMIT TO THE EXCLUSIVE PERSONAL JURISDICTION OF ANY SUCH ARBITRATOR OR ARBITRATION PROCEEDING.

Severability
If any provision of this Agreement is found to be invalid or unenforceable for any reason whatsoever, the remaining provisions will remain valid and unimpaired and will continue in full force and effect.

Integration
LeadRoller hereby incorporates its Privacy Policy and Copyright Policy into this Agreement. This Agreement and its incorporated Privacy Policy and Copyright Policy constitutes the entire agreement between the parties with respect to the use of the Website. You acknowledge and agree that any additional provisions that may appear in any communication from you will not bind LeadRoller. 

No Waiver 
You understand and agree that no term or provision of this Agreement will be deemed to have been waived and no breach will be deemed to have been consented to unless said waiver or consent is in writing and signed by the party to be charged.

Child Online Privacy Protection Act
The Website is not directed to persons under the age of eighteen (18) and LeadRoller will not knowingly collect personally identifiable information from children under the age of eighteen (18). If LeadRoller inadvertently collects such personally identifiable information, LeadRoller will delete the personally identifiable information in accordance with its security protocols. 

Limitation on Actions
LEADROLLER AND YOU BOTH AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE OR ANY PRODUCTS OR SERVICES PURCHASED THROUGH THE WEBSITE MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. FAILURE TO ASSERT SAID CAUSE OF ACTION WITHIN ONE YEAR WILL PERMANENTLY BAR ANY AND ALL RELIEF.

YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST LEADROLLER ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

Reservation of Rights
All rights not expressly granted herein are reserved to LeadRoller. 

Notice
Any notice required by this Agreement must be in writing and must be emailed to: privacy@leadroller.com.  
This Agreement is enforced by the Internet lawyers of Traverse Legal, PLC.