Terms and Conditions
TDTM Aged Leads MarketplaceEffective Date:
This Terms and Conditions Agreement (the “Agreement”) is entered into by and between Top of Funnel, LLC d/b/a TDTM (“TDTM,” “We,” “Us,” or “Our”) and the purchaser of data (“Buyer,” “Client,” “You,” or “Your”) (collectively, the “Parties”). By purchasing any products or services from TDTM, Buyer acknowledges and agrees to be bound by the terms and conditions set forth herein.
1. DEFINITIONS
1.1 “Aged Leads” shall mean consumer or business lead data originally generated days, weeks, or months prior to purchase, which may have been previously sold or distributed.1.2 “Enhanced Data” shall mean Aged Leads that have been supplemented with additional demographic, behavioral, or interest data points, including but not limited to TrustedForm certificates, where available.1.3 “Data” shall collectively refer to all Aged Leads and Enhanced Data purchased from TDTM.
2. NATURE OF DATA
2.1 Buyer acknowledges that the Data is provided “AS IS” without any express or implied warranties, including, without limitation, warranties of merchantability, fitness for a particular purpose, or non-infringement.2.2 Buyer understands that Data accuracy, contactability, responsiveness, and conversion potential are inherently variable and cannot be guaranteed.
3. COMPLIANCE OBLIGATIONS
3.1 Buyer shall comply with all applicable federal, state, and local laws and regulations, including but not limited to:(a) Telephone Consumer Protection Act (TCPA);(b) Telemarketing Sales Rule (TSR);(c) CAN-SPAM Act;(d) Applicable State Do Not Call (“DNC”) requirements; and(e) General Data Protection Regulation (“GDPR”) and other international privacy laws, if applicable.3.2 Buyer acknowledges and agrees that Buyer is solely responsible for any legal or regulatory compliance in connection with the use of the Data.3.3 TDTM disclaims any responsibility for Buyer’s compliance obligations.
4. ALL SALES FINAL
4.1 Due to the digital and non-returnable nature of the Data, ALL SALES ARE FINAL.4.2 No refunds, returns, or exchanges will be provided once Data has been delivered.
5. NO PERFORMANCE GUARANTEE
5.1 TDTM makes no guarantee, representation, or warranty regarding:(a) Response rates;(b) Contact rates;(c) Conversion rates; or(d) The overall performance of the Data.5.2 Buyer accepts full responsibility for all outcomes resulting from the use of the Data.
6. LIMITATION OF LIABILITY
6.1 In no event shall TDTM, its owners, officers, employees, agents, or affiliates be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation loss of profits, revenue, data, goodwill, or business opportunities.6.2 TDTM’s aggregate liability for any claim shall not exceed the total amount paid by Buyer for the specific Data giving rise to the claim.
7. INTELLECTUAL PROPERTY
7.1 All Data remains the property of TDTM until payment is received in full.7.2 Upon full payment, Buyer is granted a limited, non-exclusive, non-transferable license to use the Data for lawful, internal marketing and prospecting purposes only.7.3 Buyer shall not resell, relicense, redistribute, or otherwise transfer the Data without the prior written consent of TDTM.
8. DELIVERY
8.1 Data shall be delivered electronically via secure download link, email, or direct integration into Buyer’s designated platform.8.2 Delivery timelines are estimates only and may vary depending on order volume, enhancements, and other factors.
9. INDEMNIFICATION
9.1 Buyer agrees to defend, indemnify, and hold harmless TDTM, its owners, employees, and affiliates from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from:(a) Buyer’s use of the Data;(b) Buyer’s breach of this Agreement; or(c) Buyer’s violation of any applicable law or regulation.
10. GOVERNING LAW
10.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado without regard to conflict of law principles.10.2 The Parties agree that any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Douglas County, CO.
11. MODIFICATIONS
11.1 TDTM reserves the right to amend or modify this Agreement at any time, with such modifications effective upon posting to the TDTM website.11.2 Buyer’s continued purchase or use of Data following such modifications constitutes acceptance of the updated Agreement.
12. ENTIRE AGREEMENT
12.1 This Agreement constitutes the entire understanding between the Parties with respect to the subject matter herein and supersedes all prior or contemporaneous agreements, whether written or oral.12.2 No waiver or modification of any provision shall be effective unless in writing and signed by both Parties.