Terms of Service

PLEASE READ THIS AGREEMENT BEFORE USING LEAD PURSUIT’S INFORMATION MANAGEMENT SERVICES. BY ACCESSING OR USING LEAD PURSUITS LLC’S INFORMATION MANAGEMENT SOFTWARE OR SERVICES OFFERING, YOU (“the Customer”) SIGNIFY ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES. IF THE PARTIES HAVE A FULLY EXECUTED AGREEMENT THAT EXPRESSLY GOVERNS ORDERS FOR LEAD PURSUIT’S SOFTWARE AS A SERVICE AGREEMENT, SUCH AGREEMENT SHALL SUPERSEDE THIS AGREEMENT.

This SaaS Agreement (“Agreement”) is entered into by and between Lead Pursuits, LLC as set forth below (“Lead Pursuits”) and the entity or person placing an order for or accessing any Services (“Customer” or “you”). If you are an individual and reside in or are a Company and are incorporated in the United States, you are entering into this contract with Lead Pursuits. If you are accessing or using the Services on behalf of your Company, you represent that you are authorized to accept this Agreement on behalf of your Company, and all references to “you” or “Customer” reference your Company.

This Agreement permits Customer to purchase subscriptions to online software-as-a-service products and other services from Lead Pursuits pursuant to any Lead Pursuits ordering documents or procedures, online registration, order descriptions, or order confirmations referencing this Agreement (“Order Form(s)”) and sets forth the basic terms and conditions under which those products and services will be delivered. This Agreement will govern Customer’s initial purchase on the date set forth in the applicable Order Form (the “Effective Date”) as well as any future purchases made by Customer that reference this Agreement. Each Service is provided on a subscription basis for a set term designated on the Order Form (each, a “Subscription Term”).

Modifications to this Agreement: From time to time, Lead Pursuits may modify this Agreement by providing notice to Customer (including by posting such updates on the Service website). Unless otherwise specified by Lead Pursuits, changes become effective for Customer upon renewal of Customer’s current Subscription Term or entry into a new Order Form. Lead Pursuits will use reasonable efforts to notify Customer of the changes through communications via Customer’s account, email or other means. Continued use of the Services after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version. If the Customer objects to such changes, prior to the start of the next Subscription Term, Customer may notify Lead Pursuits of its desire to not renew the Agreement and receive as its sole remedy a refund of any fees Customer has pre-paid for use of the applicable Services for the not yet started portion of the Subscription Term.

SAAS SERVICES

Subject to the terms of this Agreement and during the Subscription Term specified in an applicable Order Form, Lead Pursuits will use commercially reasonable efforts to provide Customer the Services in accordance with this Agreement and the Service Level Terms at Schedule 1. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Lead Pursuits account.

If Customer receives free access or a trial or evaluation subscription to the Service (a “Trial Subscription“), then Customer may use the Services in accordance with the terms and conditions of this Agreement for a period of seven (7) days or such other period granted by Lead Pursuits (the “Trial Period“).

Trial Subscriptions are permitted solely for Customer’s use to determine whether to purchase a paid subscription to the Services. Trial Subscriptions may not include all functionality and features accessible as part of a paid Subscription Term.

If Customer does not enter into a paid Subscription Term, this Agreement and Customer’s right to access and use the Services will terminate at the end of the Trial Period.

Lead Pursuits has the right to terminate a Trial Subscription at any time for any reason.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LEAD PURSUITS WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS.

RESTRICTIONS AND RESPONSIBILITIES

Customer will not: (a) use the Services in excess of the scope of use specified in an applicable Order Form, or (b) directly or indirectly: reverse engineer the Services or any software, documentation, or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software; (c) use the Services or any Software for timesharing or service bureau purposes; or (d) remove any proprietary notices or labels.

Customer represents, covenants, and warrants that Customer will use the Services only in compliance with this Agreement and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Lead Pursuits against any damages, losses, liabilities, settlements, and expenses (including, without limitation, costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services (including but not limited to content Customer uses in conjunction with the Services).

Although Lead Pursuits has no obligation to monitor Customer’s use of the Services, Lead Pursuits may do so and may prohibit any use of the Services it believes may be in violation of the foregoing.

Lead Pursuits likewise has no obligation to monitor, review or verify Uploaded Content (as defined in Section: Customer Content and the Library), and is not responsible for it. Automated processing of Uploaded Content, such as parsing it, indexing it or citing it in a report, is not a review or approval of it. Lead Pursuits personnel will access Uploaded Content only where reasonably needed: (a) to provide, secure or support the Services; (b) to investigate a suspected breach of this Agreement or a report under Section: Copyright Complaints and Abuse Reports; or (c) to comply with law.

Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and the like (collectively, “Equipment”).

Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords, and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

The Service is subject to the scope of use specified in the applicable Order Form. Customer agrees that it is solely responsible for the nature and content of all materials, works, data, statements, and other visual, graphical, video, written or audible communications of any nature submitted by Customer or otherwise used through its Account. Customer agrees not to use or permit the use of the Service: (a) to communicate any message or material that is defamatory, harassing, libelous, threatening, or obscene; (b) in a way that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity or that may otherwise be unlawful or give rise to civil or criminal liability; (c) in any manner that is likely to damage, disable, overburden, or impair the Service or interfere in any way with the use or enjoyment of the Service by others; (d) to introduce any Malware or other malicious activity in Customer’s use of the Service; (e) in violation of any export law or regulation; or (f) in any way that constitutes or encourages conduct that could constitute a criminal offense.

Without limiting the restrictions above, Customer will not upload, or allow anyone to upload, any file that: (a) Customer has no right to upload, or that it is unlawful to upload; (b) infringes or misappropriates any copyright, trademark, trade secret or other intellectual property right; (c) contains another person’s confidential or proprietary information without that person’s authority (for example, a competitor’s or a former employer’s proposal material, or material received under a non-disclosure agreement); (d) contains personal data about other people without the authority, notice and consent that applicable law requires, or contains government identification numbers, financial account or payment card numbers, health information or similar sensitive personal data that the Services do not need; (e) contains classified information, Controlled Unclassified Information (CUI), or technical data controlled under the International Traffic in Arms Regulations (ITAR) or the Export Administration Regulations (EAR), which the Services are not designed or authorized to hold; (f) is abusive, harassing, threatening, defamatory, obscene or hateful, or sexually exploits children (Lead Pursuits reports apparent child sexual abuse material to the National Center for Missing and Exploited Children, as the law requires); or (g) contains Malware, or is designed to damage, disrupt or overload the Services or to manipulate their processing, including instructions hidden in a file and aimed at the Services’ AI tools.

Lead Pursuits may refuse, remove or disable any file that it reasonably believes breaks the paragraph above, as set out in this Section.

Each party acknowledges it is responsible to comply with all applicable requirements of the General Data Protection Regulation (GDPR) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time. The parties acknowledge that:

If Lead Pursuits processes any personal data on the Customer’s behalf when performing its obligations under this Agreement, the Customer is the data controller and the Lead Pursuits is the data processor for the purposes of the GDPR;

Section: Data Processing sets out the parties’ obligations for personal data that Lead Pursuits processes on Customer’s behalf, under the GDPR and other applicable data protection laws; and

The personal data may be transferred or stored outside the EU or the country where the Customer and the authorized users are located in order to carry out the Service and Lead Pursuit’s other obligations under this Agreement.

Lead Pursuits may at any time suspend any use of the Service and/or remove or disable any content as to which Lead Pursuits reasonably and in good faith believes is in violation of this Agreement. Lead Pursuits agrees to provide Customer with notice of any such suspension or disablement before its implementation unless such suspension or disablement is necessary to comply with legal process, regulation, order or prevent imminent harm to the Service or any third party, in which case Lead Pursuits will notify Customer to the extent allowed by applicable law of such suspension or disablement as soon as reasonably practicable thereafter.

CUSTOMER CONTENT AND THE LIBRARY

Definitions. The “Library” is the part of the Services where Customer and its users upload and keep their own documents, through the web application or the API. “Uploaded Content” means any file that Customer or its users upload to the Services, including to the Library, and any text, data or index that Lead Pursuits derives from it. Uploaded Content is Customer Data and is Confidential Information of Customer.

Ownership. As between the parties, Customer owns its Uploaded Content. Lead Pursuits claims no ownership of it, and this Agreement gives Lead Pursuits no rights in it except the licence below.

Customer’s rights in what it uploads. Customer represents and warrants that, for all Uploaded Content: (a) Customer owns it, or has every right, licence, consent and permission needed to upload it and to let Lead Pursuits process it as this Agreement describes; (b) where it includes personal data about other people (for example, staff resumes), Customer has given every notice and obtained every consent that applicable law requires; and (c) uploading it does not breach any law, contract, non-disclosure agreement or duty of confidentiality. Customer’s indemnity in Section: Restrictions and Responsibilities covers any claim arising from Uploaded Content.

Limited licence. Customer grants Lead Pursuits a non-exclusive, royalty-free licence to store, copy, convert, parse, index and otherwise process Uploaded Content, and to display and quote it to Customer’s own users (including by citing it in capture reports and other Output). The licence lasts for the Subscription Term and for any later period in which Lead Pursuits holds Uploaded Content under Section: Renewals, Term and Termination. Lead Pursuits may use it only to provide, secure and support the Services for Customer and to comply with law. • This processing includes automated processing by artificial intelligence (AI) services. • Lead Pursuits may have its service providers carry out this processing on its behalf. They must be bound by confidentiality and security obligations at least as protective as this Agreement. They currently include Google Cloud (storage and hosting) and Google Vertex AI (document parsing, search indexing and report drafting). • Lead Pursuits will not sell Uploaded Content, disclose it to other customers, or use it to train or fine-tune AI models. • The AI Data provisions of Section: Confidential Information and Proprietary Rights do not apply to Uploaded Content.

COPYRIGHT COMPLAINTS AND ABUSE REPORTS

Lead Pursuits respects intellectual property rights and responds to notices of claimed copyright infringement under the Digital Millennium Copyright Act (17 U.S.C. § 512).

Notices. Anyone who believes that material stored on the Services infringes their copyright may send a written notice to Lead Pursuits’ designated agent:

Copyright Agent, Lead Pursuits, LLC 204 Yale Avenue, Suite B Claremont, California 91711 (213) 915-4272 copyright@leadpursuits.com

The notice must include: 1. the sender’s physical or electronic signature; 2. identification of the copyrighted work claimed to be infringed; 3. identification of the material claimed to be infringing, with enough information for Lead Pursuits to locate it; 4. the sender’s address, telephone number and email address; 5. a statement that the sender believes in good faith that the use is not authorized by the copyright owner, its agent or the law; and 6. a statement, under penalty of perjury, that the information in the notice is accurate and that the sender is the copyright owner or is authorized to act on the owner’s behalf.

Counter-notices. If Lead Pursuits removes or disables Customer’s material in response to a notice, it will take reasonable steps to tell Customer. Customer may then send a counter-notice to the same agent. The counter-notice must include: 1. Customer’s physical or electronic signature; 2. identification of the material and where it appeared before it was removed; 3. a statement, under penalty of perjury, that Customer believes in good faith that the material was removed by mistake or misidentification; and 4. Customer’s name, address and telephone number, and a statement that Customer consents to the jurisdiction of the federal district court for its address (or, if it is outside the United States, of any judicial district in which Lead Pursuits may be found) and will accept service of process from the person who sent the original notice.

Lead Pursuits may restore the material 10 to 14 business days after it receives a valid counter-notice. It will not restore the material if, before then, the person who sent the notice tells Lead Pursuits that they have filed a court action.

Repeat infringers. In appropriate circumstances, Lead Pursuits will terminate the Accounts of users and Customers who repeatedly infringe.

Other abuse reports. To report illegal or abusive content on the Services, or misuse of the Services, email report-abuse@leadpursuits.com with enough detail for Lead Pursuits to find the content. Lead Pursuits reviews reports and may act on them under Section: Restrictions and Responsibilities. It does not undertake to reply to each report.

DATA PROCESSING

This Section applies to personal data contained in Customer Data that Lead Pursuits processes on Customer’s behalf (“Customer Personal Data”). For Customer Personal Data, Customer is the data controller and Lead Pursuits is the data processor; where the California Consumer Privacy Act, as amended (the “CCPA”), applies, Customer is a “business” and Lead Pursuits is its “service provider”. Personal data that Lead Pursuits collects for its own purposes, such as account, billing and website visitor data, is covered by the Lead Pursuits Privacy Policy instead.

Lead Pursuits will: (a) process Customer Personal Data only to provide, secure and support the Services, on Customer’s instructions, and as the law requires; this Agreement and Customer’s use of the Services are Customer’s instructions; (b) not sell or share Customer Personal Data (as the CCPA defines “sell” and “share”), not retain, use or disclose it for any purpose other than providing the Services or outside its direct business relationship with Customer, and not combine it with personal data it receives from others, except as the CCPA permits; (c) make sure that everyone it authorizes to process Customer Personal Data is bound by a duty of confidentiality; (d) keep reasonable technical and organizational security measures in place to protect Customer Personal Data; (e) use service providers (“Subprocessors”) only under written terms that protect Customer Personal Data at least as much as this Section, and remain responsible for them; its Subprocessors currently are Google (Google Cloud hosting and storage, Vertex AI processing, and Google Workspace for email) and Cloudflare (network delivery and security), and Lead Pursuits will update this list before it adds a new one; (f) help Customer, as reasonably required, to respond to requests from individuals exercising their data protection rights, and pass any such request it receives to Customer; (g) tell Customer without undue delay after it becomes aware of a breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data; (h) give Customer the information reasonably needed to show that Lead Pursuits meets this Section, and let Customer take reasonable steps to stop and fix any use of Customer Personal Data that this Section does not allow; (i) tell Customer if it can no longer meet its obligations under this Section; (j) delete or return Customer Personal Data when this Agreement ends, as set out in Section: Renewals, Term and Termination, unless the law requires Lead Pursuits to keep it; and (k) comply with its obligations under the CCPA and give Customer Personal Data the same level of privacy protection that the CCPA requires of Customer.

Lead Pursuits certifies that it understands and will comply with the restrictions in this Section.

CONFIDENTIAL INFORMATION AND PROPRIETARY RIGHTS

Either party has disclosed, or may disclose, business, technical or financial information relating to its business (“Confidential Information”). Confidential Information of Lead Pursuits includes non-public information regarding features, functionality and performance of the Service. Confidential Information of Customer includes non-public data provided by Customer to Lead Pursuits to enable the provision of the Services (“Customer Data”). A party receiving confidential information (“Receiving Party”) from the party disclosing Confidential Information (“Disclosing Party”) agrees: (a) to take reasonable precautions to protect such Confidential Information, and (b) not to use (except in performance of the Services or as otherwise permitted in this Agreement) or divulge to any third person any such Confidential Information. The obligations of confidentiality stated in this section shall survive for five (5) years from the last date Customer uses the Service.

The Disclosing Party agrees that the foregoing shall not apply with respect to any information that: (a) is or becomes generally available to the public; or (b) was in its possession or known by it prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Confidential Information of the Disclosing Party; or (e) is required to be disclosed by law.

Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required: (a) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and have made a reasonable effort to obtain a protective order; or (b) to establish a party’s rights under this Agreement, including to make required court filings; or (c) in confidence, to legal counsel, consultants, accountants, banks, and financing sources, and their advisors; (d) to respond to due diligence requests in connection with an actual or proposed merger, acquisition, or similar transaction (but only with respect to the terms and conditions of this Agreement); or (e) to respond to an emergency which Lead Pursuits believes in the good faith should be disclosed to assist in preventing the death or serious bodily injury of any person or material damage to property.

Lead Pursuits shall own and retain all right, title and interest in and to (a) the Services and Software, including all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services, and (c) all intellectual property rights related to any of the foregoing.

Notwithstanding anything else in this Agreement, Lead Pursuits shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and development of related systems and technologies. Lead Pursuits uses machine learning tools and human resources to enhance the Software, create Trained Model(s), and otherwise to develop and improve Lead Pursuits’ products, services and technologies, on the basis of Content and Training Data. Information and data created by means of this process, including the Trained Models, is referred to herein as “AI Data.” AI Data does not include Output or Content. Customer acknowledges that a fundamental component of Lead Pursuits’ Services and Software is the use of AI Data for the purpose of improving and providing Lead Pursuits’ products and services. Notwithstanding anything to the contrary, Customer agrees that Lead Pursuits is hereby granted the right to use (during and after the term hereof) AI Data submitted hereunder to train its algorithms internally through machine learning techniques for such purpose.

In this Agreement: “Content” means the procurement records, documents and other information that Lead Pursuits collects from public sources, or licenses from third parties, and makes available through the Services; “Training Data” means data about the provision, use and performance of the Services, such as usage logs, feature interactions and error reports, that is aggregated or de-identified so that it does not identify Customer or any individual; Training Data does not include Uploaded Content; “Trained Model(s)” means the machine learning models, rules and other technology that Lead Pursuits creates or improves using Content and Training Data; “Output” means the results the Services produce for Customer, such as lead summaries, matches, answers, capture reports and other drafts; “Malware” means viruses, worms, Trojan horses, ransomware, spyware and any other code, file or program designed to harm, disrupt or gain unauthorized access to software, systems or data; and “Implementation Services” means any onboarding, configuration, data import, training or other professional services that Lead Pursuits provides to set up or support Customer’s use of the Services.

PAYMENT OF FEES

Customer will pay Lead Pursuits the fees specified in the applicable Order Form (the “Fees”). If Customer believes that Lead Pursuits has billed Customer incorrectly, Customer must contact Lead Pursuits no later than 30 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Lead Pursuits’ customer support department.

Fees are due and payable in advance via Credit Card or as otherwise specified in the applicable Order Form. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than taxes based on Lead Pursuits’ net income. All fees are non-cancelable and non-refundable, except where expressly set forth in Section: IP Indemnification.

If Customer is paying via Credit Card, and agreeing to purchase any Services, Customer hereby authorizes Lead Pursuits (or its designee) to automatically charge Customer’s Credit Card on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) during the Subscription Term for all fees in accordance with the applicable Order Form. Customer acknowledges and agrees that the amount billed and charged each month may vary depending on Customer’s use of the Services and may include subscription fees for the remainder of Customer’s applicable billing period and overage fees for the prior month.

RENEWALS, TERM AND TERMINATION

Subject to earlier termination as provided below, this Agreement is effective as of the Effective Date. It shall remain in effect unless and until terminated; provided that this Agreement shall automatically terminate upon the earlier of (a) the termination or expiration of all Subscription Terms or (b) termination as provided below. Unless otherwise specified on the applicable Order Form, each Subscription Term will automatically renew for the period of the initial Subscription Term specified on the order form unless either party gives the other written notice of termination before the expiration of the then-current Subscription Term.

Either party may terminate this Agreement if the other party materially breaches any of the terms or conditions of this Agreement and such breach remains uncured following thirty (30) days written notice to the other party. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Lead Pursuits will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Lead Pursuits may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

WARRANTY AND DISCLAIMER

Lead Pursuits warrants that the Services will be delivered in a professional manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Lead Pursuits or by third-party providers, or because of other causes beyond Lead Pursuits’ reasonable control, but Lead Pursuits shall make reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, LEAD PURSUITS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND LEAD PURSUITS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

IP INDEMNIFICATION

Lead Pursuits will defend Customer against any third party claim that the Service infringes a patent, registered trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of Customer’s actions) (“Claim Against Customer“), and will indemnify Customer for the resulting costs and damages finally awarded against Customer to such third party by a court of competent jurisdiction or agreed to in settlement. To the extent permitted by law, Lead Pursuits will have no liability to Customer under this for any Claim Against Customer that arises out of: (a) any unauthorized use, reproduction, or distribution of the Service by Customer; (b) use of the Service in combination with any other software or equipment not supported by Lead Pursuits; or (c) any modification or alteration of the Service by anyone other than Lead Pursuits without the written approval of Lead Pursuits. In the event of a Claim Against Customer pursuant to this Section, Lead Pursuits may (at Lead Pursuits’ option and expense): (i) obtain for Customer the right to continue using the Service; (ii) modify the Service to make it non-infringing; or (iii) if subsections (i) and (ii) are not commercially viable (as determined by Lead Pursuits in its sole discretion), terminate this Agreement and refund Customer on a pro-rated basis any Fees pre-paid to Lead Pursuits for the corresponding unused period of the Service.

As a condition of receiving an indemnification under this Agreement, Customer will provide Lead Pursuits with (i) prompt written notice of the claim; (ii) complete control over the defense and settlement of the claim (provided, that the Lead Pursuits will not settle any claim without the Customer’s prior written permission, which will not be unreasonably withheld, delayed or conditioned, in the event the settlement fails to unconditionally release the Customer from all liability pertaining to such claim); and (iii) such assistance in connection with the defense and settlement of the claim, at the Customer’s expense, as the Lead Pursuits may reasonably request.

LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; OR FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO LEAD PURSUITS FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT LEAD PURSUITS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PUBLICITY

Press Releases. Neither party will issue any press release or similar publicity regarding the parties’ relationship under this Agreement without the other’s written approval.

Identification of Customer. Lead Pursuits may identify Customer, by name and by logo, as a customer of the Services on Lead Pursuits’ website and other marketing materials.

Case Study. Provided that Customer is satisfied with the Services, Lead Pursuits may develop a case study for public dissemination and marketing use by Lead Pursuits describing the benefits Customer has derived from the Services. Customer will reasonably cooperate with such a case study. Publishing shall be subject to Customer’s prior written approval, not to be unreasonably withheld.

MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain effect and enforceable. Neither party shall be liable to the other for any delay or failure to perform any of the obligations set forth under this Agreement due to any act of God and/or force majeure causes beyond its reasonable control, including but not limited to hurricane, fire, flood, earthquake, pandemic, government regulation or temporary order, terrorism or similar acts. This Agreement is not assignable, transferable or sublicensable by Customer except with Lead Pursuits’ prior written consent. Lead Pursuits’ may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is 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 this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Lead Pursuits in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

If you are a person and reside in or are a company and are incorporated in the United States or Canada, this Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. Any disputes hereunder will be resolved via binding arbitration in Claremont, California under the rules of the American Arbitration Association. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right at any time to institute an action in any court of proper jurisdiction for injunctive or other equitable relief.

SCHEDULE 1

Service Level Terms

Service Availability:

The Services shall be available 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance. Further, any downtime resulting from outages of third-party connections or utilities or other reasons beyond Lead Pursuits’ control will also be excluded from any such calculation. Customer’s sole and exclusive remedy, and Lead Pursuits’ entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than twenty-four consecutive hours, Lead Pursuits will credit Customer 5% of Service fees for each period of twenty-four or more consecutive hours of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer (with notice to Lead Pursuits) recognizes that downtime is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify Lead Pursuits in writing within twenty-four hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in any one (1) calendar month in any event. Lead Pursuits will only apply a credit to the month in which the incident occurred. Lead Pursuits’ blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Lead Pursuits to provide adequate service levels under this Agreement.

The scheduled time for maintenance is 9 p.m. to 3 a.m. PST/PDT, and may be used by Lead Pursuits with no advance notification to Customer. Lead Pursuits may expand these scheduled times provided that Lead Pursuits notifies Customer at least one day in advance. In addition, in the event that Lead Pursuits in its sole discretion determines that any unscheduled maintenance is necessary, Lead Pursuits will use commercially reasonable efforts to notify Customer.

The rights and remedies granted under this Schedule apply to Customer only if Customer is a current subscriber of the Services. This Schedule describes Customer’s sole remedy, and Lead Pursuits’ entire obligation, if it fails to satisfy its uptime guarantee. This Schedule does not diminish or override the disclaimer of warranties in the Agreement to which this Schedule is attached (except as expressly stated therein).