Leads Online Agreement

LEADS ONLINE AGREEMENT

PARTIES

Provider Name:

Client Name:

RECITALS

WHEREAS, Provider operates online systems for the generation, capture and delivery of prospective customer contact information (the "Leads") and has the capability to provide such Leads to Client; and

WHEREAS, Client desires to purchase Leads from Provider for Client’s business purposes, and Provider is willing to supply Leads to Client on the terms and conditions set forth in this Agreement;

WHEREAS, the parties wish to set forth the scope, payment, delivery, confidentiality and other terms that will govern their relationship.

EFFECTIVE DATE

This Agreement shall be effective as of (the "Effective Date").

SCOPE OF WORK

Provider shall deliver to Client, and Client shall purchase from Provider, consumer and/or business leads captured via Provider's online marketing channels as further described below. Leads shall include the contact data and prospect information captured at the point of submission and any additional data expressly agreed in writing.

DELIVERY AND ACCEPTANCE

Provider shall deliver Leads to Client via the delivery method agreed by the parties (electronic transmission, API push, or other secure delivery). Each Lead delivered shall include the date and time of capture and the contact information supplied by the prospect. Client shall have days from receipt to validate and notify Provider in writing of any rejection pursuant to the rejection criteria set forth in this Agreement. Absent timely written rejection, Leads shall be deemed accepted.

PAYMENT TERMS

Client shall pay Provider for Leads in accordance with the pricing and schedule below. All amounts are stated in U.S. dollars unless otherwise specified.

Late payments shall accrue interest at the lesser of per month or the maximum rate permitted by law, plus a one-time administrative late fee of for invoices unpaid beyond days.

TERM AND TERMINATION

The initial term of this Agreement shall commence on and continue through unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon prior written notice to the other party. Either party may terminate immediately for material breach if such breach is not cured within after receipt of written notice of the breach.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information from the other party. "Confidential Information" means nonpublic information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential. Each party shall (a) use Confidential Information solely for the performance of this Agreement; (b) restrict disclosure to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and (c) exercise at least the same degree of care to protect such information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that is or becomes publicly known through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY; DATA USE

Provider retains all right, title and interest in Provider systems, marketing assets, methodologies and any intellectual property created prior to or independently of this Agreement. Client shall own any customer data it collects and may use accepted Leads in accordance with applicable law. Provider grants Client a limited, nonexclusive right to use Provider-delivered Lead data solely for Client's internal sales and marketing efforts and not for resale, assignment or transfer to third parties except as expressly permitted in writing.

INDEMNIFICATION

Each party shall defend, indemnify and hold harmless the other party from and against claims, losses, liabilities and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct or violation of applicable law in connection with its performance hereunder. Indemnification obligations are conditioned upon prompt written notice of the claim and the opportunity for the indemnifying party to control defense and settlement.

LIMITATION OF LIABILITY

EXCEPT FOR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR STRICT LIABILITY. EXCEPT FOR CLAIMS ARISING FROM WILLFUL MISCONDUCT OR FRAUD, THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties shall first attempt to resolve disputes by good faith negotiation. If negotiation fails, either party may pursue remedies in the state or federal courts located within the jurisdiction of the governing law state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all schedules, attachments and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings. No amendment or waiver shall be binding unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

The parties are independent contractors. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or successor in connection with a sale of substantially all of its business. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address designated in writing.

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