Business Wise Business Development System
LEASE AGREEMENT TERMS AND CONDITIONS
These Lease Agreement Terms and Conditions contain the terms under which Business Wise, Inc. (“Supplier”) provides services to 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 access Supplier’s Services 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.
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 via a secure login to Supplier’s web application which allows users to selectively search, sort, build lists, log prospecting activities, and output data, depending on the capabilities of the Lease Package licensed by Lessee.
Lessee agrees that any systematic extraction or copying 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. Lessee agrees that the Email Addresses provided by Supplier are not licensed for use in any email marketing, marketing automation, email automation system or any other software used to automate the sending of emails 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.
Non-Employee Users. Lessee may request that Supplier assign Lessee’s available User License(s) to a third-party contractor working on behalf of Lessee, such as telemarketers or appointment setters who are not direct employees of Lessee. Lessee must email requests for User Licenses for such Non-Employee Users to firstname.lastname@example.org with the subcontractor’s name, email address, company or organization name, and brief description of User’s intended use. Lessee is responsible for ensuring that all third-party contractors logging in to Lessee’s account are aware of and agree to all terms and conditions of accessing Supplier services, with the exact same obligations under this agreement as direct employees of Supplier. Lessee agrees that any mis-use of Supplier’s service (as defined in these Terms & Conditions and User License Agreement and in the sole discretion of Supplier) by a third party contractor using Lessee’s User License(s) will result in the deactivation of User’s access to Supplier’s Services.
Subscription & Account Activation. Supplier will create Lessee’s subscription to allow access to Supplier’s Services and create an Administrative User account for Lessee to create, edit, suspend or terminate User accounts. Each User account is associated with one User License. Login access to Supplier’s Services with this User Account by anyone other than the named individual associated with the User account is not authorized. 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.
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 data output types included, and reproduce, reformat, analyze, print and display such information in connection with Lessee’s internal business activities. Upon lease renewal, output credits will be replenished up to the annual maximum specified in Lessee’s Lease Agreement. It is understood and agreed that, in the event of non-renewal, Lessee may only retain Supplier-owned data that has been printed, exported, or pushed via webhook 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 verified by Lessee 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 mass printing or exporting.
Data Output Type / Credits Required
1-at-a-time printing of company profiles / 0 credits
Mass printing of company profiles / 5 per company
Mass mail merge export / 1 per contact
1-at-a-time premium export / 10 per company
Mass premium export / 10 per company
Mass email export / 5 per contact
BWise Drip Marketing and Automated Email Prospecting Services. The BWise Drip Marketing and Automated Email Prospecting features, if licensed, provide Lessee with the capability to send 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 and Automated Email Prospecting systems. Lessee may not load their own email addresses into Supplier’s systems. Supplier will store within the BWise Drip Marketing and Automated Email Prospecting systems 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 manage their own opt-out data for legal compliance. 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 nor is Supplier under any obligation to review Lessee’s content for accuracy or potential liability.
Lessee agrees that only email addresses with corporate email domains are licensed for use with the BWise Drip Marketing and Automated Email Prospecting Systems. Lessee agrees to send Drip Marketing or Automated Email Prospecting messages only from Senders associated with Lessee’s main email domain. Lessee’s failure to adhere to this 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.
Lessee use of BWise Drip Marketing or Automated Email Prospecting requires that Lessee 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 use of Drip Marketing 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 or other issues Lessee experiences caused by changes made to Lessee’s DNS settings or Lessee’s use of the Drip Marketing or Automated Email Prospecting systems.
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.
BWise Email Creative Services. If included in the Lease Agreement; Supplier will provide email creative services that include; a content discovery and assessment review, copywriting of original email messages and other services as itemized in the lease agreement.
BWise Drip Marketing and Automated Email Prospecting Campaign Administration Services. If included in the Lease Agreement; Supplier will provide Lessee campaign administration services to facilitate the sending of Lessee’s email messages. This includes; campaign list creation and ongoing updating, loading Lessee’s email message content within Supplier’s Drip Marketing or Automated Email Prospecting systems, 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.
Access to Supplier’s Services. Lessee hereby acknowledges that the delivery of Supplier’s Services involves such things as but not limited to problems with Internet access, voice and data networks and systems, computer hardware and software, and humans all of which can be subject to failures. Supplier does not assume any liability whatsoever for Lessee’s inability to access Supplier’s Services caused by such failures. 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 and data is the sole responsibility of Lessee.
Subscriber Data. Users authorized by Lessee to access Supplier’s Services may, at Lessee’s option, input their own information (“Subscriber Data”) into various Custom Fields & Prospecting Activity Records as provided within the BWise Database & Web Application. Lessee agrees not to enter or store in Supplier’s database any of Lessee’s own information that contains Personal Identifying Information (PII) of Lessee’s employees, customers or any other Lessee-owned data that may be subject to Lessee’s own cybersecurity or legal compliance, for which Supplier is not responsible. 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 in writing prior to the Lease Expiration if Lessee desires an electronic file of the Subscriber Data. If requested by Lessee, Supplier will provide Lessee a data file with 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 assumes no 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.
Training. Supplier will provide training to all Lessee employees licensed to use Supplier’s Services. Such training shall be provided via regularly-scheduled webinars 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. Help Desk Support will be available during normal business hours Monday thru Friday, Eastern Standard Time. Lessee grants 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 does not include any assistance with the use of any third party services.
Third-Party Services & Integrations. Some BWise features utilize third-party services and 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 Lessee’s 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 meets their needs. Lessee is responsible for setting up the Push to CRM integration in their own paid Zapier account using Supplier-provided instructions. Any technical assistance that Supplier agrees, at Supplier’s sole discretion, to provide Lessee with Lessee’s use of 3rd party services is billable by Supplier on an hourly basis at $150/hr. Lessee agrees that any assistance provided by Supplier at Lessee’s request with any 3rd party application, integration or service used by Lessee is offered solely on a “work-for-hire” basis, separate from this Agreement, and performed and provided with no guarantees or warranties of any kind.
Lease Term. The term of the Agreement shall be for the initial Lease Period indicated in the Lease Agreement and automatically renews for 1 year. Supplier will email Lessee a renewal reminder and invoice approximately 30 days prior to the end of the current Lease Period. If Lessee does not wish to renew, Lessee must email Supplier a subscription cancellation request to email@example.com prior to the end of business on the last day of Lessee’s current Lease Period.
Lease Agreement Fees. Lease Agreement Fees are any and all Fees associated with Lessee’s use of Suppliers Services, including both Fees listed in the Lease Agreement document as well as any Fees for additional services related to Lessee’s use of Suppliers Services requested by Lessee not included in the original Lease Agreement document and invoiced separately. Lessee may pay Lease Agreement Fees monthly, quarterly or annually at varying rates as determined by Supplier. Supplier reserves the right to adjust Fees, payment schedule or payment terms at each renewal interval of this Lease Agreement and will notify Lessee of any such changes prior to processing renewal payments subject to such changes. Any adjustments to Fees made at a renewal interval will apply only to future renewal payments.
Lease Agreement Fees are payable and due in full immediately upon each due date until Lease Agreement is terminated in accordance with these Terms. Lease Agreement Fees are exclusive of any taxes assessed or imposed by any government authority, for which Lessee is solely responsible. Lessee acknowledges that sales tax legislation may be amended from time to time and alter the sales tax amount applicable to the Agreement.
Lessee authorizes Supplier to bill and automatically charge Lessee for all Lease Agreement Fees to Lessee’s authorized credit card on file on each payment due date, unless Lessee elects to pay via automatic ACH payments or has been otherwise approved by Supplier to pay via using an alternate payment method. 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. Supplier will activate Lessee’s account access to Supplier’s Services upon receiving both written approval of this Agreement as well as payment, either initial payment or payment in full.
Supplier agrees to provide Lessee an unconditional 30 day money back guarantee of all fees paid by Lessee for services under this Agreement prior to the initial creation and activation of Lessee’s account access to Supplier’s Services. After the 30th day from the initial account creation and activation, all Fees received by Supplier from Lessee for services provided under this Agreement are non-cancellable, final and non-refundable, unless otherwise agreed to by Supplier or required by Law. There are no refunds or credits for periods where the Lessee did not use Lessee’s activated Account, used it only partially, did not utilize any aspect of Supplier’s Service in full or in part, or if Agreement has been terminated under these Terms.
Lessee must notify Supplier of any change to Lessee’s payment account information by e-mail to firstname.lastname@example.org or calling Supplier’s Billing Department at the number in the bottom of each page of this document. 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.
Delayed Payments/Non-payment of Lease Fees. Where Supplier does not receive payment towards the Lease Fees within the due date, Lessee shall be notified of such non-payment. Supplier must receive payments within a maximum of thirty (30) days from the date of Supplier’s notice to Lessee, failing which, in addition to Supplier’s right to other remedies available under law, Supplier may (i) charge interest for late payment at 1.5% per month on the outstanding balance; (ii) suspend Lessee’s access to and use of the Services until Supplier receives Lessee’s payment towards the outstanding Lease Fees; and/or (iii) terminate Lessee’s Agreement in accordance with these Terms.
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. 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 or inability to access Supplier’s Services.
Compliance with Laws. Lessee represents and 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 Fees for the services or products provided and paid for during the current year of the Agreement. Supplier shall have no liability whatsoever to Lessee in the event that Supplier discontinues business operations or no longer offers Supplier’s Services as outlined in 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 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 and; 2) At Lessee’s request, Supplier may provide to Lessee an electronic file of Lessee’s Subscriber Data.
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; 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 provide Lessee an electronic file of Lessee’s Subscriber Data.
Notices. Any notice required for the Termination of the Agreement by Lessee shall be emailed to email@example.com. Notices or other communication regarding Termination of the Agreement by Supplier will be emailed to the primary Administrator of your account.
Governing Law. The Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Georgia.
Modifications. Supplier may update these Terms from time-to-time. Terms will be posted at www.businesswise.com/tac/bwisetac. Any exceptions to these standard Terms & Conditions approved in writing in an Addendum to this Agreement by both parties within the Lessee’s current Lease Period shall take precedence over these standard Terms & Conditions.
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
3350 Riverwood Parkway, Suite 1900
Atlanta, GA 30339