These Terms of Service form a legally binding agreement ("Agreement") between Pricestack Inc. dba Preflect Leads ("Preflect Leads", "we", "us", and "our") and the entity or sole proprietor on whose behalf a Preflect Leads account is accessed ("you" and "your"), each a Party and collectively the Parties. This Agreement is the entire agreement and supersedes all prior or contemporaneous terms (including insertion orders, quotes, or emails) except as expressly modified by a written amendment to this Agreement signed by both Parties.
This Agreement does not apply to general browsing of the website www.preflectleads.com. Use of the website www.preflectleads.com is governed by the separate Website Terms of Use available at https://www.preflectleads.com/terms-of-use. In the event of any conflict, this Agreement prevails for all Services-related matters.
You will purchase advertisement impressions ("Impressions") from us through our web-based application at https://app.preflectleads.com (the "App"). For purposes of this Agreement, an "Impression" means a single instance of your advertisement counted by the applicable Ad Network on an internet-connected device ("Device"), as determined and reported by third-party advertising networks ("Ad Networks") from which we purchase and resell Impressions, including but not limited to Meta. Impressions are delivered solely to Devices via Ad Networks, and we make no representations or warranties regarding the specific Devices, audience targeting, viewability, completion rates, geographic location, demographic details, or effectiveness of Impressions beyond what is reported by the Ad Networks.
The delivery, quantity, and characteristics of Impressions are confirmed solely by the Ad Networks' reporting, as received by us and made available to you through the App. You agree to accept such reporting as the sole and conclusive proof of delivery and performance of Impressions, and you waive any right to dispute the accuracy, quality, or conformity of Impressions based on any criteria not reflected in the Ad Networks' reporting. Impressions are provided on an "as is" and "as available" basis, without any warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. Any forecasted Impressions figures are non-binding.
Impressions, the App, Creative Assistance (as defined in Section 1.2), and any ancillary features we may provide are collectively the "Services".
You may provide us with advertising creatives (which may include videos, images, text, or other ad formats) ("Advertising Creatives") that meet the specifications we require, which may change from time to time.
We may assist you with creating or editing advertising creatives used in or in connection with your Advertising Creatives or campaigns ("Creative Assistance"). From time to time, we may provide Creative Assistance at no charge (e.g., any "free creative"); such offers do not transfer ownership of any Creative Deliverable and do not expand your license rights under Section 2.3. When we provide any draft or final creative for your review as part of Creative Assistance (each, a "Creative Deliverable"), you agree to review the Creative Deliverable and either (i) approve it in writing, or (ii) provide written, specific revision requests. All Creative Deliverables, including any edits, modifications, or derivatives created by our AI, software, or personnel in response to your requests, remain our exclusive intellectual property. You may not create derivative works based on any Creative Deliverable, and any edits or changes we make to creatives at your request are owned solely by us.
Previews and Actual Appearance. Any previews, mockups, or sample renderings of ads or creatives (including those displayed in the App or provided by email or other means) are for illustrative purposes only and may differ from the ads as actually delivered by the Ad Networks, including, without limitation, with respect to appearance, format, placement, device, surrounding content, or perceived quality. You agree to accept and pay for all ads delivered through the Services regardless of any such differences in appearance, format, or quality.
You authorize us to, in our sole and absolute discretion, take all actions necessary to fulfill the Services and provide Creative Assistance. You agree to comply with and be bound by all applicable Ad Network terms. You are responsible for your knowledge of, and compliance with, all applicable Ad Network policies, including, without limitation, Meta's ad policies (https://www.facebook.com/policies/ads). We have sole discretion in how we use Ad Networks to fulfill the Services. You acknowledge that you will have no access to, control over, or audit rights to the features or reporting provided to us by Ad Networks. You acknowledge that the advertising accounts, Pixels (defined in Section 3.3), and other assets created by us within the Ad Networks are non-transferable and not usable except through us.
Targeting parameters (collectively, "Targeting"), including interests and geographies (e.g., countries, regions, DMAs, cities, ZIP/postal codes or radii), are provided by Ad Networks and may change at any time. We may, in our sole discretion and without notice, add, remove, substitute, or modify available Targeting in the App and/or adjust, normalize, expand, narrow, or substitute your selected Targeting (including geographies) to comply with Ad Network policies, inventory availability, brand-safety standards, pacing and budget utilization, or performance optimization. Any such changes are deemed authorized by you and made on your behalf as part of the Services, do not constitute a breach, and do not entitle you to any refund or credit, provided our delivery obligations (if any) are met. For clarity, we do not guarantee delivery to any specific Targeting.
You unconditionally authorize Preflect Leads to access, use, and make modifications to any third-party accounts that you connect to the Services (the "Third-Party Accounts"), including, but not limited to, accounts on Meta Platforms, Inc. (such as Facebook Pages and Instagram accounts), during and after the Term. Without limiting the foregoing, you authorize Preflect Leads to create, modify, pause, and delete campaigns, ads, forms, audiences, webhooks, and related settings within the Third-Party Accounts, and to take any other actions that Preflect Leads deems reasonably necessary or advisable to provide or improve the Services. You represent and warrant that you have all necessary rights and authority to grant the foregoing authorizations.
Upon termination of this Agreement, you shall promptly revoke Preflect Leads's access to all Third-Party Accounts, to the extent technically feasible, and you are solely responsible for doing so. Your obligations and our rights under this Section 1.5 will survive termination of this Agreement.
You acknowledge that leads obtained through Meta lead form advertising ("Meta Leads") are collected by Meta and made available to you through the Services subject to Meta's policies and practices. Meta Leads typically remain accessible to you for a brief period of time, after which they may expire and become unavailable. Preflect Leads is not responsible for the retention, durability, or ongoing availability of Meta Leads. You are solely responsible for accessing, securely handling, exporting, and using Meta Leads in compliance with all applicable laws, regulations, privacy standards, and Meta's policies.
Preflect Leads may, in its discretion, link Meta lead forms to a generic privacy policy, but Preflect Leads makes no representations or warranties, whether express or implied, as to the sufficiency, completeness, accuracy, or compliance of any such privacy policy. Preflect Leads hereby expressly disclaims any and all liability arising out of or relating to your use of or reliance on any such generic privacy policy. You shall supply your own compliant privacy policy to Preflect Leads for use in Meta's lead forms, and you are solely responsible for ensuring that your privacy policy complies with all applicable privacy and data protection laws and regulations.
Your business's name, trademarks, logos, images, videos, audio, fonts, and other content are collectively the "Brand Assets". For clarity, Brand Assets include any content (including images and other visual or audiovisual content) displayed on websites and other online channels that you control, to the extent such content is used in connection with the Services. You represent, warrant, and covenant that your Brand Assets do not infringe on any trademark or other proprietary rights of any third party. You grant us a worldwide, non-exclusive, royalty-free, sublicensable license, revocable upon fourteen (14) days' written notice, to use, modify, display, distribute, reproduce, store, and publish the Brand Assets and references to your use of Preflect Leads for the purposes of (a) fulfilling the Services, and (b) marketing Preflect Leads. This includes, but is not limited to, the right to publish and distribute case studies, performance data, testimonials, information on campaign setup, and other marketing materials. You expressly authorize us to access, crawl, and scrape such websites and online channels solely to identify and collect Brand Assets (including images and other visual content) and to store such Brand Assets in systems and repositories, including content delivery networks or other hosting infrastructure, that may be publicly accessible via direct URL, in connection with the Services and our marketing of Preflect Leads. If you revoke our license to Brand Assets, we will cease further use and remove published materials where commercially practical to do so.
We own all rights in the Services, related technology, data, and intellectual property. You grant us a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sublicensable license to use any feedback or data you provide ("Feedback") for improving our products, without compensation.
(a) Definitions. "Creative Deliverables" means any images, designs, and other materials created, edited, adapted, or supplied by or for Preflect Leads under or in connection with the Services, including without limitation edits, cut-downs, versions, captions, subtitles, stills, thumbnails, supers, overlays, storyboards, scripts, and other static or animated visual assets, whether or not derived from Brand Assets. "Preflect Leads Background IP" means all pre-existing or independently developed templates, libraries, effects, code, tooling, prompts, datasets, workflows, processes, know-how, methods, and other materials of Preflect Leads. "Third-Party Materials" means any stock, music, footage, fonts, effects, plugins, software, or other content licensed from a third party (including outputs subject to third-party terms).
(b) Ownership. As between the Parties, and excluding your pre-existing Brand Assets, Preflect Leads solely and exclusively owns all right, title, and interest (including all intellectual property rights) in and to the Creative Deliverables, Preflect Leads Background IP, and all derivatives, adaptations, and enhancements thereof, whether created solely by Preflect Leads or jointly with you. To the extent any rights in any Creative Deliverable might otherwise vest in you, you hereby irrevocably assign (and agree to cause your personnel and contractors to assign) all such rights to Preflect Leads and waive to the fullest extent permitted any moral rights therein. For clarity, nothing in this Section transfers ownership of your Brand Assets. For the avoidance of doubt, providing Creative Assistance at no charge (including any "free creative") does not alter the foregoing ownership.
(c) Limited License. Subject to your continuing compliance with this Agreement (including timely payment of all Fees), Preflect Leads grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, and non-sublicensable, worldwide, royalty-free license during the Term to use the final, rendered Creative Deliverables solely as advertising creatives delivered through the Services (including use in or in connection with Advertising Creatives delivered through the Services). Any other use (including without limitation use on your websites or social media outside the Services, broadcast, OTT/CTV outside the Services, PR, organic posts, paid media not purchased via the Services, or internal use beyond evaluation) requires Preflect Leads's prior written consent and may be subject to additional fees and third-party license requirements.
Any right to use any Creative Deliverable outside the Services (including any non-Preflect Leads use such as on your websites, social media, PR, organic posts, or paid media not purchased via the Services) must be expressly granted in a separate written instrument signed by Preflect Leads. Any such right, if granted, is a limited, revocable license only, confers no ownership, and remains subject to this Agreement (including suspension and termination). No implied licenses are granted.
(d) Restrictions; Source/Project Files. You will not, and will not permit any third party to, edit, adapt, modify, decompile, reverse engineer, create derivative works of, extract components from, or use any source, working, or project files of the Creative Deliverables or TT Background IP. Delivery of any source/working/project files is not included in the Services and will occur, if at all, only at Preflect Leads's sole discretion under a separate written agreement and fee schedule. No implied licenses are granted.
(e) Suspension; Termination; Takedown. The license in Section 2.3(c) automatically suspends during any period in which Fees are past due and terminates immediately upon termination of this Agreement. Upon suspension or termination, you must promptly cease all use of the Creative Deliverables and remove or cause removal of all copies from Ad Networks, Devices, platforms, and your systems. You will reasonably cooperate with Preflect Leads's takedown efforts. Preflect Leads may disable or request takedown of Creative Deliverables without liability.
(f) Third-Party Materials. Creative Deliverables may incorporate Third-Party Materials licensed by Preflect Leads or by you. Your use of any Creative Deliverable is subject to all applicable third-party license terms, which may limit field of use, platform, geography, duration, impression caps, attribution, or monetization and may expire or be revocable. You are responsible for any additional fees or clearances required for uses you desire beyond the scope of the then-current license. Preflect Leads may remove or replace Third-Party Materials if a license expires, is revoked, or is alleged to infringe, without liability. In addition to your obligations under Section 7, you will defend and indemnify Preflect Leads from and against claims, costs, and liabilities arising from your use of Creative Deliverables in violation of applicable third-party terms.
(g) Residuals; Non-Exclusivity. Preflect Leads and its personnel may use and disclose general knowledge, skills, ideas, concepts, techniques, and know-how retained in unaided memory, and may develop for itself or others materials that are similar to or competitive with the Creative Deliverables. No exclusivity is granted.
(h) No Challenge. You will not challenge, or assist others in challenging, Preflect Leads's ownership or rights in the Creative Deliverables, Preflect Leads Background IP, or any associated intellectual property, nor claim any rights therein except as expressly licensed in this Section.
(i) Work-Made-for-Hire Disclaimer. The Parties agree the Creative Deliverables are not "works made for hire" for you. If any Creative Deliverable is nonetheless deemed a work made for hire for you, you hereby irrevocably assign to Preflect Leads all right, title, and interest therein.
You represent, covenant, and warrant that you will use the Services in compliance with all applicable laws, regulations, and our policies then in effect, including, without limitation, laws and regulations relating to advertising, consumer protection, privacy and data protection, telemarketing, SMS and other messaging. Although we have no obligation to monitor your use of the Services, we may do so and may prohibit any use we believe may be in violation of the foregoing.
You remain solely responsible for ensuring that all Advertising Creatives, lead forms, and other advertising materials (including any creatives we create or edit as part of Creative Assistance) and Brand Assets comply with all applicable laws, regulations, and third-party rights; you have an affirmative duty to review and clear all such materials for legal and regulatory compliance prior to their use in the Services. We reserve the right, at our sole discretion, to reject any creatives, videos, images, forms, or Brand Assets for any reason, including but not limited to non-compliance with our policies, specifications, or Ad Network requirements. Ad Networks may reject creatives, videos, images, lead forms, or Brand Assets at their discretion, which may delay or prevent delivery of Impressions or Leads without liability to us.
You are responsible for the security of your accounts (including computer systems and email accounts) and are responsible for all actions taken by anyone using your accounts. From time to time, we may provide you with unique URLs, campaign links, or other link-based access mechanisms in connection with the Services (collectively, "Campaign Link(s)"). Campaign Links may allow access to your campaigns, settings, billing information, and other data without additional authentication. Campaign Links are intended to be kept private, and anyone who has access to a Campaign Link may be able to view or modify the associated information. We do not guarantee the privacy or security of information accessible via a Campaign Link, and we have no obligation to verify the identity or authority of any person using a Campaign Link. You are solely responsible for safeguarding Campaign Links and for all access and actions taken via Campaign Links, whether or not authorized by you.
We may provide tracking pixels from Ad Networks ("Pixels"). If utilized, you are solely responsible for ensuring compliance with all applicable data protection laws. We are not a data controller and do not control or store the data collected via the Pixels. If you provide us with clear and timely written instructions requesting our assistance for data subject requests during the Term, we will use commercially reasonable efforts to cooperate.
You are responsible for obtaining all necessary consents, releases, and permissions (including model releases and location releases) from any individuals, entities, or property owners involved in or appearing in any images, photographs, or other content created, captured, or provided as part of Creative Assistance (including, for example, any photo or image shoots), and you represent and warrant that all such rights have been secured prior to any such creation or capture.
Any leads, prospects, or similar contact records made available to you through the Services (collectively, "Leads") are provided "as is" and "as available." We do not make, and expressly disclaim, any representations or warranties (express or implied) regarding the quality, accuracy, completeness, timeliness, responsiveness, suitability, or commercial value of any Leads, or that any Leads will convert, be interested in your offerings, or be appropriate for any particular use. We do not warrant, represent, or guarantee that any consent, authorization, or permission associated with any Lead (including, without limitation, consent to receive email, SMS, telemarketing calls, or other communications) is valid, sufficient, current, or compliant with applicable laws, regulations, or industry standards.
You are solely responsible for assessing and ensuring the legal and regulatory compliance of (a) any lead forms, disclosures, and privacy notices used in connection with the Services (including, without limitation, forms used to collect email opt-ins under CAN-SPAM, telemarketing consents under applicable telemarketing and do-not-call laws, and SMS marketing consents under applicable messaging and telecommunications laws), and (b) any communications that you or your representatives send to Leads via email, phone, SMS, or any other channel. Without limiting the generality of the foregoing, you are solely responsible for determining whether your use of any form, script, template, workflow, or other tool made available through the Services is compliant for your particular use case, jurisdiction, and audience.
To the maximum extent permitted by law, you hereby release Preflect Leads from, and agree not to assert, any and all claims, liabilities, damages, losses, or costs (including reasonable attorneys' fees) arising out of or relating to (i) your use of or reliance on any Lead, or (ii) any communications or marketing activities (including email, telemarketing, and SMS marketing) that you or your representatives conduct using the contact information or other data obtained from or through the Services.
Preflect Leads may, during and after the Term, retain, modify, or delete data stored in connection with or by the Services for commercial purposes, in accordance with applicable data protection laws. Preflect Leads may retain data as necessary to meet legal, regulatory, and auditing needs. You acknowledge that Preflect Leads's decisions regarding data retention, modification, and deletion shall be at Preflect Leads's sole discretion, provided such actions are compliant with applicable laws. The rights and obligations in this Section 3.6 will survive termination of this Agreement.
Through the App, you set and subscribe to recurring budgets for each advertising campaign (collectively, "Subscriptions"). You agree to pay the subscription amounts ("Fees") when due. You waive all claims related to the Fees unless made within thirty (30) days after the charge date.
You may prepay Fees ("Prepayments"). Prepayments are non-refundable and apply to Fees as they become due.
If you cancel a Subscription before it ends, you receive a prorated credit applicable to a future charge, but not refundable.
If we receive a credit from an Ad Network for material issues with Impressions sold to you, and if your prorated share of such credit is at least fifty dollars ($50), we will pass through your prorated share as a credit applicable to a future charge, but not refundable.
You agree to pay all sales, use, value-added, and other taxes and duties imposed by any government authority, whether quoted at checkout or not, which may change periodically.
ALL SALES ARE FINAL AND FEES NON-REFUNDABLE FOR ANY REASON.
We have sole discretion to choose, and change, which payment method(s) we accept, at any time, without prior notice. You unconditionally authorize us to automatically charge any payment method provided to us.
We may use Ethoca, CDRN, RDR, and other chargeback alert programs (collectively, "Dispute Programs") to detect and mitigate chargebacks. You acknowledge and agree that any refund from us, whether through the Dispute Programs or otherwise, does not constitute a waiver, relinquishment, or forfeiture of Preflect Leads's right to collect the amounts due. You may only be released from liability for Fees by specific, express written notice from us.
If you fail to pay us, in full when due, or if any payments are returned, disputed, or reversed (e.g., by a chargeback from the credit card issuer), then (a) you shall owe interest on the amount due, at the rate of the lesser of 2% per month or the lawful maximum, (b) you agree to reimburse us for expenses and recovery costs incurred in collecting such payments, including reasonable attorneys' fees, within seven (7) days of notice thereof, and (c) in addition to all other lawful remedies, we may suspend delivery of Impressions without prior notice.
The term ("Term") of this Agreement begins when you first register or use the Services, and continues until terminated by either party with seven (7) days' advance written notice for any reason. Prior to terminating this Agreement, you shall cancel your Subscriptions by providing written notice to support@preflectads.com. Upon termination, your access to the Services will immediately cease, and all licenses granted to you hereunder (including under Section 2.3) will end. If you wish to resume using the Services after termination, you must accept the then-current version of this Agreement, which you can access on the website (https://app.preflectleads.com/terms-of-service or the then-current location) and your acceptance of which is evidenced by your resumed use.
All sections of this Agreement which by their nature should survive termination, will survive termination, regardless of the cause of such termination. Without limiting the foregoing, this includes but is not limited to indemnity, warranty, release of and limitations on liability, Third-Party Account authorizations (Section 1.6), data retention (Section 3.6), and dispute resolution.
Impressions are subject to Ad Networks' policies and practices and may be delivered on various platforms, channels, at various times, and to various audiences. You acknowledge that due to the nature of digital advertising, Impressions may be subject to industry-standard discrepancies, fraud risks, or technical issues inherent to Ad Networks and Devices, and you assume all such risks. Any disputes regarding Impressions must be submitted in writing to us within fourteen (14) days of the relevant reporting becoming available in the App. We do not guarantee the quantity, pacing, or attributes of Impressions. We warrant solely that we will use reasonable efforts to deliver Impressions in a good and workmanlike manner consistent with industry standards and will accurately report through the App the quantity of Impressions as reported to us by the Ad Networks. Except for this limited warranty, we disclaim all other warranties, express or implied, regarding Impressions, including but not limited to which Advertising Creatives are used, channels or platforms of delivery, targeted audiences, or adjacent content.
We may provide other data and reporting, including but not limited to clicks, ad reach, or leads, all of which may be estimated or approximated. We disclaim all warranties, express or implied, regarding the accuracy, completeness, or reliability of all data and reporting, except for the Limited Warranty on Impression Reporting (Section 6.1). You are advised not to rely upon data and reporting that we provide.
We disclaim all warranties, express or implied, that the Services will achieve any particular results, including any indicated in our marketing materials.
We disclaim all warranties, express or implied, regarding Creative Assistance (including any image-based Creative Assistance), including merchantability, fitness for a particular purpose, and non-infringement. You waive all claims arising from or related to Creative Assistance.
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND. WE DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY SPECIFIC RESULTS WILL BE ACHIEVED FROM THEIR USE.
You agree to defend, indemnify, and hold harmless Preflect Leads, its officers, directors, employees, and subsidiaries from and against any and all liabilities, damages, costs, and expenses (including settlement costs and reasonable attorneys' fees) arising out of or related to any third-party claim or demand resulting from your use of the Services, breach of this Agreement, violations of laws or third-party rights, your Brand Assets, or data handling. You will promptly assume and diligently conduct the defense, keep us reasonably informed, and consult with us in good faith. If you fail to promptly assume or diligently conduct the defense, we may do so and you will reimburse our reasonable fees and costs. No settlement imposing obligations on or admitting fault by Preflect Leads, or lacking a full release of Preflect Leads, may be entered without our prior written consent. This indemnity obligation applies even if we provide assistance with creating, editing, or reviewing images, videos, lead forms, or Brand Assets under Section 1.2, and notwithstanding any approvals or presumptions of approval thereunder.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE PREFLECT LEADS FROM LIABILITY TO YOU AND YOUR AFFILIATES UNDER THIS AGREEMENT OR IN CONNECTION WITH THE SERVICES DURING AND AFTER TERMINATION, WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY LOST PROFITS, PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF DATA, BUSINESS INTERRUPTION, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, RELIANCE, PUNITIVE, OR MULTIPLE DAMAGES, EVEN IF THESE LOSSES, DAMAGES, OR COSTS ARE FORESEEABLE, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THEIR POSSIBILITY.
OUR AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT PAID BY YOU TO US UNDER THIS AGREEMENT IN THE THREE (3) MONTHS PRECEDING THE INITIAL EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND DOLLARS ($1,000).
The Parties agree that the limitations of liability set forth in this section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The Parties acknowledge that access to the Services has been granted, and the Agreement entered into, in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the Parties.
This Agreement shall be governed by the laws of the State of Nevada without giving effect to its conflict of laws principles.
(a) Scope of Arbitration. All disputes, claims, and controversies, whether based on past, present, or future events, arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation, or validity of any provision of this Agreement, and the determination of the scope or applicability of the Agreement to arbitrate any dispute, claim, or controversy originating from this Agreement, will be determined by binding arbitration in Las Vegas.
(b) Arbitration Administration. The American Arbitration Association will administer the arbitration under its Commercial Arbitration Rules.
(c) Applicable Law in Arbitration. The arbitrator will apply the substantive law of the State of Nevada and of the United States, excluding their conflict or choice of law rules.
(d) Provisional Remedies. Nothing in this Agreement will preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
(e) Federal Arbitration Act Application. The Parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provisions in this Section 9 referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. Sections 1–16) will govern any arbitration conducted in accordance with this Agreement.
(f) Judgment on Award. Judgment on the award may be entered in any court having jurisdiction.
(g) Limitations on Arbitrator's Powers. The arbitrator shall have the power to award any remedy provided under applicable law, except that the arbitrator shall have no power to award: (a) punitive, exemplary, or multiple damages under any legal theory (as further specified in Section 8 of this Agreement); nor (b) any damages against Preflect Leads in excess of the limits set forth in Section 8 of this Agreement.
(h) Confidentiality of Arbitration. All aspects of the arbitration shall be confidential, and the Parties and the arbitrator shall not disclose to others, or permit disclosure of, any information related to the proceedings, including but not limited to discovery, testimony and other evidence, briefs and the award, except for disclosure to its insurers, accountants, or as required by law or court order.
ANY ARBITRATION OF A CLAIM WILL BE ON AN INDIVIDUAL BASIS. YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING THE RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER IN A CLASS ACTION LAWSUIT.
IF, FOR ANY REASON, A CLAIM OR DISPUTE PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.
Any action or proceeding arising out of or related to this Agreement that is not subject to arbitration shall be brought exclusively in the state or federal courts located in Clark County, Nevada, and each Party irrevocably consents to the personal jurisdiction and venue of such courts.
We may use third-party service providers (including subcontractors and subprocessors) to provide the Services and Creative Assistance. We remain responsible for their performance of our obligations and for their compliance with applicable confidentiality and data-protection obligations. No third-party beneficiaries are created by this Section.
We may, at our sole discretion, pay commissions to third parties for referrals or other services related to this Agreement. You hereby waive any right to claim against us for any failure by such third parties to disclose their compensation or relationship with us, and you agree that we have no obligation to disclose such payments to you.
No agency, partnership, joint venture, or employment is created as a result of this Agreement, and you do not have any authority of any kind to bind us in any respect whatsoever.
You acknowledge and agree that in entering into this Agreement, you have not relied and are not relying on any representations, warranties, or other statements whatsoever, whether written or oral, other than those expressly set out in this Agreement, and no right or remedy shall arise from such.
You represent and warrant to us that you have had this Agreement reviewed by independent legal counsel of your choice, or if you have not, that you had the opportunity to do so, and hereby waive any claim, objection or defense on the grounds that this Agreement has not been reviewed by legal counsel of your choice.
We may assign this Agreement without consent to any Affiliate (meaning an entity that controls, is controlled by, or is under common control with us) or in connection with a merger, reorganization, change of control, or sale of substantially all assets relating to the Services, upon notice to you. You waive any right or claim resulting from such assignment unless you provide us with specific notice of such right or claim within fourteen (14) days after our notice to you. No rights or obligations under this Agreement may be assigned or delegated except as provided in this Section without the prior written consent of the other Party, and any assignment or delegation in violation of this Section is void. This Agreement binds and benefits the Parties and their permitted successors and assigns.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
The failure of either Party to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof, nor a relinquishment of the right to enforce such provision in the future.
We may amend this Agreement at any time by providing you with at least thirty (30) days' prior written notice of the amended Agreement. If you do not agree to the proposed changes, you may terminate this Agreement pursuant to Section 5.1. If you do not terminate within the thirty (30)-day period, the amendments shall automatically become effective and binding on both Parties at the end of such period.
The Parties agree that this Agreement may be executed and delivered by electronic signatures, and that a signed copy transmitted by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy. The electronic signatures on this Agreement are considered equivalent to handwritten signatures for purposes of validity, enforceability, and admissibility.
All notices under this Agreement must be in writing and will be deemed to have been duly given when: (a) received, if personally delivered; (b) receipt is electronically confirmed, if transmitted by email; (c) the day after it is sent, if sent for next-day delivery by a recognized overnight delivery service; or (d) upon receipt, if sent by certified or registered mail, return receipt requested. All notices sent by one Party to the other Party by any means other than email must also be sent via email. Your email notices to us must be addressed to support@preflectads.com. Our email notices to you may be addressed to any email address associated with your account, as reflected in the App, or any email which you have used to communicate with us.