Terms & Conditions
1. Services
Concept will make commercially reasonable efforts to provide access to its Concept Link program (“Services”), which delivers sales and market intelligence designed to help Client identify potential opportunities based on Client’s general target criteria.
2. Term & Cancellation
After the Initial Term, the Agreement will automatically renew on a month-to-month basis unless either party provides thirty (30) days’ written notice of non-renewal. Concept may suspend or terminate Services immediately, without refund, for nonpayment, breach, or misuse of the Services.
3. Fees & Payment
Client shall pay monthly for the Services. Payment is made exclusively by recurring automatic credit card charge through Concept’s secure processor. Upon execution, Client authorizes Concept to automatically charge the card on file in advance of each billing period until this Agreement is terminated in accordance with its terms.
All fees are non-cancellable, non-refundable, and fully earned upon charge, regardless of Service performance or use. Client shall maintain valid payment information at all times. If any charge is declined, Concept may immediately suspend or terminate access without notice, and all outstanding amounts become immediately due and payable.
Concept may adjust pricing after the Initial Term with thirty (30) days’ written notice; continued use constitutes acceptance of new rates.
4. Data & Confidentiality
4.1 Concept Property
All technology, data sources, databases, software, systems, methods, analytics, designs, documentation, and other materials used in or related to the Services (“Concept IP”) are and shall remain the sole and exclusive property of Concept. Nothing in this Agreement transfers or grants to Client any ownership or proprietary interest in the Concept IP or any data produced or delivered through the Services.
4.2 Limited License to Lead Data
Concept grants Client a limited, non-exclusive, non-transferable, revocable license to access and use the individual lead records and contact information provided through the Services (“Lead Data”) solely for Client’s internal sales and marketing purposes during the active term of this Agreement. Client may not sell, share, transfer, sublicense, reproduce, or otherwise make the Lead Data or any portion of the Services available to any third party.
4.3 Aggregated and Derivative Use
Concept may compile, use, and retain aggregated, anonymized, or de-identified data derived from the Services for analytics, benchmarking, and service improvement, provided such data does not identify Client.
4.4 Confidentiality
Each party shall maintain the confidentiality of non-public information disclosed by the other and use such information solely to perform under this Agreement. Concept is not restricted from using general knowledge, skills, or ideas developed in the course of providing the Services.
5. Client Use & Restrictions
Client shall:
1. Provide accurate and lawful targeting criteria;2. Use all delivered information in compliance with applicable laws, including privacy, marketing, and anti-spam regulations; and
3. Be solely responsible for its outreach and communication with contacts derived from the Services.
Client may not reverse engineer, resell, replicate, or use any aspect of the Concept Link program to build a competing service. Any violation may result in immediate suspension or termination without refund.
6. Disclaimers & Limitations
6.1 Disclaimer.
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. CONCEPT MAKES NO REPRESENTATION OR WARRANTY REGARDING THE NUMBER OF OPPORTUNITIES, ACCURACY, COMPLETENESS, OR COMMERCIAL VALUE OF ANY INFORMATION PROVIDED, OR THAT ANY LEAD OR DATA WILL RESULT IN A SALE, CONVERSION, OR BUSINESS OUTCOME.
6.2 Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONCEPT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
CONCEPT’S TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO CONCEPT FOR THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM SHALL BE TERMINATION OF THE SERVICES AND NON-RENEWAL OF THIS AGREEMENT.
7. Indemnification
Client shall indemnify, defend, and hold harmless Concept, its affiliates, officers, employees, and agents from and against any and all claims, damages, losses, or expenses (including reasonable attorney fees) arising from or related to:
Client’s use or misuse of the Services;
Violation of any law or regulation; or
Breach of this Agreement.
Concept shall have no indemnification obligations under this Agreement.
8. Force Majeure
Concept shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, network outages, supplier or data-source failures, government actions, or labor disputes.
Client’s payment obligations are not excused under this Section.
9. Independent Contractor
Concept is an independent contractor; nothing herein creates a partnership or agency relationship.
10. Assignment
Client may not assign or transfer this Agreement without Concept’s prior written consent. Concept may assign this Agreement to an affiliate or successor without notice.
11. No Reliance
Client acknowledges that it has not relied on any statement, representation, or promise not expressly contained in this Agreement.12. Amendment
Concept may modify this Agreement by posting updated terms or notifying Client by email. Continued use of the Services constitutes acceptance of the modified terms.13. Governing Law
This Agreement is governed by and construed under the laws of the State of Ohio, without regard to conflict-of-law principles. The parties consent to exclusive jurisdiction and venue in Cuyahoga County, Ohio.14. Severability
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.15. Entire Agreement
This Agreement constitutes the entire understanding between the parties with respect to the Services and supersedes all prior proposals, discussions, and agreements, whether written or oral.