Terms of Service for Inbound Lead Generation Services

Effective June 30, 2022

Welcome, and thank you for your interest in Grin Technology Services, Inc. (“Flossy,” “we,” or “us”) and our website at www.flossy.com, along with our related websites, networks, applications, mobile applications, and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Flossy regarding your use of the Service.

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These Terms and Conditions for Inbound Lead Generation Services (these “Terms”) apply to any insertion order or similar transaction document that references these Terms (“IO”) and is entered into between Grin Technology ServicesInc. dba Flossy (“Flossy”) and the lead generation services provider executing the IO (“Provider”). These Terms govern Provider’s lead generation services provided under the applicable IO (the “Services”). The applicable IO and these Terms together comprise the “Agreement”.

1. Scope. Provider will provide the Services as described in each IO. Provider will, from time to time, provide reports on any information reasonably requested by Flossy regarding the Services. Flossy may propose change orders with respect to the Services, which will only be effective upon the written agreement of both parties (not to be unreasonably withheld). In the event of any conflict or inconsistency between aprovision in these Terms and the applicable IO, the provision in these Terms will govern unless the IO expressly indicates the intent to override the contrary provision herein.

2.  Compliance. Provider will not: (a) make any representations, warranties, or promises to third parties in its performance of the Services other than as expressly authorized by Flossy in writing; (b) make any misleading statements to third parties in its performance of the Services; (c) use Flossy’s name, logos, or trademarks, or describe any Flossy offer, except as expressly authorized by Flossy in writing in each case; or (d) seek to generate leads in violation of any requirements stated in the IO (e.g., as to geography, lead channels, etc.). Provider represents and warrants that it will comply with all data privacy, marketing, consumer protection, and other laws applicable to its performance hereunder.

3. Fees. Flossy will pay fees for the Services as set forth in the applicable IO. Unless otherwise stated in the applicable IO, the fees will be reported and paid by Flossy monthly in arrears using a commercially reasonable payment method. Fees will be calculated by Flossy based on its records. In the event of any dispute between the parties regarding fees, Flossy will make supporting documentation available and the parties will negotiate in good faith to resolve the dispute. Fees will not be owed for any leads: (i) attributable to automatic dialers, bots, or any source other than a live human interaction; or (ii) that do not conform with any applicable qualifications or requirements stated in the IO (e.g., geography, call length, service booking status, etc.).

4. Term. The term of the Agreement begins when the relevant IO is executed by both parties and ends when such IO is terminated or expires. Each IO may contain its own expiration or end date. Except as otherwise provided in the applicable IO: (a) Provider may terminate an IO immediately for cause if Flossy materially breaches such IO and does not cure such breach within 15 days from receipt of written or email notice thereof; and (b) Flossy may terminate an IO at any time upon 24 hours’ prior written or email notice to Provider. Termination or expiration of the Agreement will not affect any obligations or liabilities accruing prior to such termination or expiration. Sections 2, 5, 6, 7, and 8 will survive the expiration or termination of the Agreement.

5. Confidentiality.

5.1. Definition. Confidential Information means any non-public information regarding Flossy’s customers, marketing strategies, or other business, technical, or financial information thatis either identified as confidential or proprietary or should be reasonably understood to be confidential based on the nature of the information or circumstances of the disclosure. Confidential Information includes any information regarding the leads generated for Flossy under a given IO or the performance of the campaign.

5.2. Protection. Provider will only use Confidential Information to perform its obligations or exercise its rights under the Agreement. Provider will not disclose Confidential Information to any individuals or entities except for its officers, employees, agents, and representatives who have a need to know such Confidential Information for the purposes of the Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein. Provider will maintain the Confidential Information in confidence using the same degree of care as it uses to protect its own similar information (but no less than reasonable care). The protections set forth herein will continue to apply to any Confidential Information for the greater of five years, or so long as such Confidential Information is protected as a trade secret under applicable law. Notwithstanding the foregoing, if Provider is required by a binding order of a governmental agency or court of competent jurisdiction to disclose any Confidential Information of Flossy, Provider will, if legally permitted, provide Flossy with prompt written notice sufficient to allow Flossy an opportunity to appear and object to such disclosure. If such objection is unsuccessful, then Provider will produce only such Confidential Information as is required by the court order or governmental action. Upon termination of the Agreement or at any time at Flossy’s request, Provider will promptly return or destroy all Confidential Information (including any copies thereof) in its possession or control.

5.3. Remedies. Provider agrees that Flossy may have no adequate remedy at law if there is a breach or threatened breach of this Section 5 and, accordingly, that Flossy will be entitled to seek injunctive or other equitable relief to prevent or remedy such a breach in addition to any legal remedies available to it.

6. Indemnity. Provider will indemnify Flossy, its affiliates, andtheir respective directors, officers, employees, and agents, from and against all liabilities, claims, losses, damages, suits, fees, judgments, costs, and expenses (including reasonable attorneys’ fees) arising out of any claim based on Provider’s breach of the Agreement or alleging that Provider’s provision of the Services, or Flossy’s use of leads provided by Provider, violates applicable law or any third party’s privacy or other proprietary rights. Flossy will have the right to participate at its own expense in any indemnification action or related settlement negotiations using counsel of its choice. Provider will not consent to the entry of any judgment or enter into any settlement that adversely affects the rights or interests of Flossy without its prior written consent.

7. Limitation ofLiability. IN NO EVENT WILL FLOSSY HAVE ANY LIABILITY: (A) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION THAT MAY BE ASSERTED; OR (B) FOR ANY AMOUNTS IN EXCESS OF THE FEES PAID BY FLOSSY TO PROVIDER UNDER THE APPLICABLE IO GIVING RISE TO THE CLAIM.

8. General.

8.1. Relationship. Provider is an independent contractor of Flossy. Nothing contained in the Agreement will be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship. Provider will have no authority to act as agent for, or on behalf of, Flossy, or to represent Flossy, or bind Flossy in any manner.

8.2. Assignment. Provider may not assign, subcontract, or otherwise delegate its obligations under the Agreement without Flossy’s prior written consent. Subject to the foregoing, the Agreement will be for the benefit of, and binding upon, each party’s permitted successors and assigns.

8.3. Governing Law; Venue. The Agreement will be governed by the laws of the State of California without regard to its conflicts of law rules. Any dispute arising out of the Agreement will be settled exclusively through binding arbitration administered by the American Arbitration Association in Los Angeles County, CA in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) maybe entered in any court having jurisdiction. The prevailing party in any such dispute will be entitled to recover its reasonable attorney’s fees and costs.

8.4. Notices. Notices will be in writing and addressed to the parties as set forth in the IO. Notices will be considered as properly received: (i) when delivered, if delivered in person; (ii) one business day after dispatch, if dispatched by an overnight delivery service that provides signed acknowledgment of receipt; or (iii) three business days after deposit in the U.S. Mail, if sent by certified or registered first class mail, postage prepaid, return receipt requested. A party may change its address by providing written notice to the other party.

8.5. Severability. If any provision of the Agreement is held illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect.

8.6. Entire Agreement; Waiver; Amendments. The Agreement contains the entire agreement between the parties relating to the subject matter thereof, and supersede any prior agreements, oral or written, between the parties regarding such subject matter. No waiver of a breach of any provision of the Agreement by either party will constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver will be effective unless made in writing and signed by a duly authorized representative of the waiving party. No amendments, modifications or changes will be effective unless they are in a writing signed by authorized representatives of the parties.

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