Terms and Conditions
About mFunnel
mFunnel, a unit of Madison Communications, (“mFunnel”, “we,” “us”, or “our”) Provides customer acquisition platform that allows our customers (also refered as advertisers) to acquire qualified leads. (the “Service”). A “Customer” is an entity with whom mFunnel has an agreement to provide the Service.
About the Terms
This Terms of Service (the “Agreement”) is an agreement between the Customer and mFunnel, together the “Parties” and each, a “Party”, and is entered the date the Customer signs up for leads with website or the date specified on the Service Agreement. (the “Effective Date”).
If you register as an advertiser with mFunnel, you acknowledge your understanding of these terms and enter the Agreement on behalf of Customer. You furthermore acknowledge that Customer is not domiciled in Hong Kong. Please make sure you have the necessary authority to enter into the Agreement on behalf of Customer before proceeding.
BY USING ANY ELEMENT OF THE mFUNNEL SOLUTION (INCLUDING THE WEBSITE), CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 15. IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE mFUNNEL SOLUTION, INCLUDING USE OF ANY PART THEREOF. CUSTOMER REPRESENTS AND WARRANTS TO mFUNNEL THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING THE mFunnel SOLUTION ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO mFunnel THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.
mFunnel Acquisition Platform Services
“Services” means the services provided by mFunnel that facilitates lead aquisition through a variety of digital platform Channels, as more particularly described on the mFunnel Website. Services are availed by the advertiser
Details of how services can be availed
➤ Advertiser signs up with mFunnel for procuring Leads
➤ Advertiser needs to pay in advance by topping up the wallet.
➤ For every valid lead, wallet will be deducted basis the pre agreed Cost Per Lead [CPL]
➤ Advertiser can place leads submitted to him for review
➤ If the mfunnel quality team certifies the invalidity of the lead, a replacement lead will be provided.
Fees
Fees. Advertiser will pay to mFunnel the applicable fees described on the mFunnel Website or Service Agreement (the “Fees”) during the Term in accordance with the payment terms set out herein.
Cost Per Lead
Advertiser will pay fee on a cost per lead basis to mFunnel to access information about the prospective business prospects of advertiser ("Leads"). There could be additional charges, in which case mFunnel shall advise Customer in writing as to the applicable charges and Customer shall have the right to accept such charges or decline them and not use the associated channel.
Payment Terms
All Fees shall be in U.S. Dollars or in Indian Rupees
mFunnel shall charge and invoice Customer the applicable Fees, in advance, by credit card or bank transfer, on the Effective Date and on every monthly anniversary thereafter or as specified on the Service Agreement;
When topping up for mFunnel wallet, please note it shall be subject to currency exchange and payment gateway transaction fee.
Payment obligations hereunder are not subject to any set-off or withholding rights whatsoever, any and all of which are hereby expressly waived by Customer.
Defination and Explanation
Valid Lead
➤ Lead profile matches specified customer profile.
➤ Lead is contactable within 3 attempts
➤ Lead seeks service in specified geography.
InValid Lead
➤ Lead is seeking service not specified by you
➤ Lead is not contactable
➤ Lead seeks service outside specified geography.
➤ Lead is job-seeking or soliciting contracts, etc.
Lead Replacement
➤ Raise "Replace Lead" request within 8 hours of lead receipt.
➤ mFunnel's Quality team will review your request's validity.
➤ Replacements will be provided for all legitimate requests.
➤ On replacements, decision of mFunnel Quality team is final.
Refunds & Termination
Term
Term. This Agreement will commence on the Effective Date and continue to be in effect until your subscription has been terminated in accordance with the terms Customer agreed to on the mFunnel website at the time of signup (the “Term”). For greater certainty, if Customer has subscribed to an ongoing subscription, then such subscription will automatically renew at its expiry for the same period of time, at the then-current subscription rate described on the mFunnel Website.
Refund and Cancellation
➤ You can cancel your subscription at any time.
➤ Wallet balance at the end of the cancellation day will be refunded.
➤ We will issue refund within 7 working days
➤ Refund will be issued to your original payment source.
Termination
➤ mFunnel can terminate your subscription.
➤ Repeated invalid replacement requests is most common cause for termination.
➤ Upon termination, the refund amount will be your wallet balance, minus the value of valid leads.
➤ Refund will be issued to your original payment source with 7 working days.
➤ Termination For Convenience.
Either Party may elect to terminate this Agreement and your subscription to mFunnel services as of the end of your then-current Term by providing notice, on or prior to the date thirty (30) days preceding the end of such Term. For clarity, per section 14), unless this Agreement and your subscription are so terminated, your subscription will renew for a Term equivalent in length to the then expiring Term.
Privacy
Customer understands that Personal Data, including of Administrative Users, Customer’s Client and Chat Participants, will be treated in accordance with mFunnel’s privacy policy (the “Privacy Policy”). Furthermore, mFunnel agrees to observe the privacy and data protection requirements outlined in mFunnel’s Service Data Privacy Statement (the “Service Data Privacy Statement”) when processing data on behalf of Customer during provision of the Service. The Privacy Policy, including the Service Data Privacy Statement, is hereby incorporated by reference and forms part of this Agreement.
Confidential Information
Definitions. For purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the “Recipient” and the Party disclosing such information will be the “Discloser” and “Confidential Information” means any and all information of Discloser disclosed by Discloser to Recipient or otherwise coming into the possession of Recipient during the Term that is marked as “confidential” or that a reasonable person would understand to be confidential; provided that Discloser’s Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by Recipient outside the scope of this relationship by personnel not having access to any Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations. Notwithstanding the foregoing, the terms and conditions of this Agreement and all mFunnel Property (including any part thereof), whether marked as “confidential” or not, will be mFunnel’s Confidential Information will not be Customer’s Confidential Information.
Confidentiality Covenant
Recipient hereby agrees that during the Term and at all times thereafter it will not: (i) disclose such Confidential Information of the Discloser to any person, except to its own personnel or affiliates having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser except to exercise its license rights or perform its obligations under this Agreement; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. The recipient will be deemed to have discharged its confidentiality obligations under this Section 11 (Confidential Information) if Recipient uses the same degree of care in safeguarding the Confidential Information of Discloser as it uses in protecting its own confidential information of a similar nature from unauthorized disclosure.
Exceptions to Confidentiality.
Recipient may disclose Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by order of a court or similar judicial or administrative body, provided that the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its employees, accountants, internal and external auditors, legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services related to mFunnel’s business; or (iii) in the case of mFunnel, to potential assignees, acquirers or successors of mFunnel if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of mFunnel.
Warranty; Disclaimer; Indemnity
EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE mFunnel SOLUTION (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY mFunnel TO CUSTOMER ARE PROVIDED “AS IS”, “AS AVAILABLE”. FURTHERMORE, ANY PARTS OF THE mFunnel SOLUTION DELIVERED THROUGH THE EARLY ACCESS PROGRAM, OR UNDER A FREE LABS SUBSCRIPTION ARE EXCLUDED FROM ANY WARRANTIES PROVIDED WITHIN THIS AGREEMENT.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, mFunnel HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. mFunnel DOES NOT WARRANT THAT THE mFunnel SOLUTION (OR ANY PART THEREOF) WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR-FREE, OR THAT ALL ERRORS CAN OR WILL BE CORRECTED. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, mFunnel EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE mFunnel SOLUTION (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.
THIRD-PARTY MESSAGING PLATFORMS, CUSTOMER APPLICATION, PRE-INTEGRATED THIRD-PARTY BUSINESS APPLICATIONS, AND CUSTOM-INTEGRATED BUSINESS APPLICATIONS DISCLAIMER. CUSTOMER ACKNOWLEDGES THAT mFunnel’S PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT IS DEPENDENT ON: (I) CUSTOMER HAVING TAKEN ALL STEPS NECESSARY TO ENABLE THE AVAILABLE INTEROPERABILITY BETWEEN THE mFunnel PLATFORM AND ALL APPLICABLE THIRD PARTY MESSAGING PLATFORMS, CUSTOMER APPLICATION, PRE-INTEGRATED THIRD-PARTY BUSINESS APPLICATIONS, AND CUSTOM-INTEGRATED BUSINESS APPLICATIONS ( THROUGH THE USE OF THE mFunnel API); AND (II) ACCESS TO SERVICES, SOFTWARE OR SYSTEMS OF THIRD PARTIES (INCLUDING THIRD PARTY SERVICE PROVIDERS OF ALL APPLICABLE THIRD PARTY MESSAGING PLATFORMS, PRE-INTEGRATED THIRD-PARTY BUSINESS APPLICATIONS, AND CUSTOM-INTEGRATED BUSINESS APPLICATIONS) AND DATA STORED OR MAINTAINED THEREON (COLLECTIVELY, THE “EXTERNAL DEPENDENCIES”). mFunnel IS NOT RESPONSIBLE FOR ANY EXTERNAL DEPENDENCIES AND WILL HAVE NO LIABILITY IN RESPECT OF ANY INTERFERENCE WITH CUSTOMER’S USE OR ANY USER’S USE OF OR ACCESS TO THE mFunnel SOLUTION OR SECURITY OR PRIVACY BREACHES ARISING FROM OR ATTRIBUTABLE TO ANY EXTERNAL DEPENDENCIES, AND CUSTOMER WAIVES ANY AND ALL CLAIMS AGAINST mFunnel IN CONNECTION THEREWITH.
THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.
Indemnity.
Customer will defend, indemnify and hold harmless mFunnel, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all third party (including Administrative Users, Customer’s Client, and Chat Participants) liability (including damages, recoveries, deficiencies, interest, penalties and reasonable legal fees), directly or indirectly arising from or in connection with, or relating to: (i) Customer Data; (ii) Customer’s breach of any of Customer’s obligations, representations or warranties under this Agreement; (iii) use of the mFunnel Solution (or any part thereof) by Customer, any Administrative User, any Customer’s Client or any Chat Participant in combination with any Customer Applications or any third party software, application or service; (iv) misrepresentation, criminal behaviour or gross negligence on the part of Customer, any Administrative User, any Customer’s Client, or any Chat Participant; or (v) any actual or alleged infringement, violation or misappropriation of the rights of any person (including intellectual property or privacy rights) as a result of Customer’s, any Administrative User’s, any Customer’s Client or any Chat Participant’s use of the mFunnel Solution (or any part thereof) contrary to the terms of this Agreement. Customer will fully cooperate with mFunnel in defence of any claim defended by Customer pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of mFunnel.
THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.
Limitation of Liabilities
The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:
AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF mFunnel IN CONNECTION WITH OR UNDER THIS AGREEMENT EXCEED THE number OF FEES PAID BY CUSTOMER IN THE PRIOR 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR USD $500, WHICHEVER IS THE LESSER. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL mFunnel’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL mFunnel BE LIABLE TO CUSTOMER OR ANY USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (II) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL; (III) BUSINESS INTERRUPTION; (IV) ANY COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
General Provisions
Notices.
Notices sent to either Party will be effective when delivered in person or by email, one day after being sent by overnight courier, or two days after being sent by first-class mail postage prepaid to the official contact designated by the Parties and immediately after being received by the other Party’s server. Notices must be in writing and sent: (i) if to mFunnel, to the address set out in the introductory paragraph of this Agreement; and (ii) if to Customer, to the current postal or email address that mFunnel has on file with respect to Customer. mFunnel may change its contact information by posting the new contact information on the mFunnel Website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with mFunnel through the mFunnel Platform current at all times during the Term.
Assignment
Customer will not assign this Agreement to any third party without mFunnel’s prior written consent, which consent will not be unreasonably withheld. mFunnel may assign this Agreement or any rights under this Agreement to any third party without Customer’s consent in connection with any merger or change of control of mFunnel or the sale of all or substantially all of mFunnel’s assets provided that any such successor agrees to fulfil its obligations pursuant to this Agreement. Any assignment in violation of this Section will be void. The terms of this Agreement will be binding upon permitted assignees. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.
Jurisdiction
All disputes of whatever nature between mFunnel and the subscriber shall be filed in and settled exclusively by the Courts in Mumbai alone.
Construction.
Except as otherwise provided in this Agreement, the Parties rights and remedies under this Agreement are cumulative. The term “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of mFunnel in this Agreement means the right of mFunnel to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to Customer.
Force Majeure
Neither Party will be liable for delays caused by any event or circumstances beyond mFunnel’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving mFunnel employees), Internet service provider failures or delays, or the unavailability or Modification by third parties of third party websites.
Severable
Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be illegal or unenforceable will be severed from this Agreement, and all other provisions of this Agreement will remain in full force and effect.
Waiver
A waiver of any provision of this Agreement must be in writing, and a waiver in one instance will not preclude enforcement of such provision on other occasions.
Independent Contractors
Customer’s relationship to mFunnel is that of an independent contractor, and neither Party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of mFunnel.
Entire Agreement.
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all other communications, whether written or oral.
Amendments
Subject to the following sentence, no amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. NOTWITHSTANDING THE PRECEDING SENTENCE, mFunnel MAY UNILATERALLY AMEND THIS AGREEMENT, IN WHOLE OR IN PART (EACH, AN “AMENDMENT”), BY: (I) GIVING CUSTOMER PRIOR NOTICE OF SUCH AMENDMENT; OR (II) POSTING NOTICE OF SUCH AMENDMENT ON THE WEBSITE. UNLESS OTHERWISE INDICATED BY mFunnel, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE THE NOTICE OF SUCH AMENDMENT IS PROVIDED TO CUSTOMER OR IS POSTED ON THE WEBSITE (WHICHEVER IS THE EARLIER). IF CUSTOMER HAS PREPAID ANY FEES TO mFunnel AND PROVIDES NOTICE TO mFunnel WITHIN 30 DAYS OF THE EFFECTIVE DATE OF AN AMENDMENT THAT CUSTOMER WISHES TO EXERCISE ITS TERMINATION FOR CONVENIENCE RIGHT PURSUANT TO SECTION 14 OF THIS AGREEMENT, THEN mFunnel WILL REFUND CUSTOMER AN AMOUNT ON A PRO-RATED BASIS CALCULATED BASED ON THE EFFECTIVE DATE OF TERMINATION UNTIL THE END OF THE PREPAID SUBSCRIPTION PERIOD.
English Language
English Language. It is the express wish of the Parties that this Agreement and all related documents be drawn up in English.