USER-LICENSE AGREEMENT

THIS USER-LICENSE AGREEMENT (this “Agreement”) is entered by and between:

The Lead Laboratory LLC, a Delaware limited liability company  (“TLL”), and any person or entity entering into a contract with TLL to purchase Leads (as defined below) and as further defined in each separate Pricing Agreement,  if applicable (“Customer”). 

This Agreement sets forth the terms and conditions that govern the Customer’s rights to access and use customer leads from TLL (“Lead(s)”).  Please read this Agreement carefully.  BY CLICKING AN ACCEPTANCE BUTTON OR OTHERWISE INDICATING ASSENT ELECTRONICALLY, OR PURCHASING THE LEADS, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT DO NOT PURCHASE AND/OR USE THE LEADS.

NOW, THEREFORE, in consideration of the parties' mutual promises contained in this Agreement, the parties, intending to be legally bound, incorporate all recitals and agree as follows:

1.       Leads.  TLL shall provide the Leads to Customer in the following manner:

a)            Upon payment by Customer (described in Section 3), TLL will make available for download from its website, or in a manner otherwise agreed upon by the Parties, a copy of the Leads for Customer’s use.

b)           The Customer shall receive a perpetual, non-transferrable, non-exclusive license to use the purchased Leads for proper business and commercial use only in accordance with all applicable laws and regulations and Customer shall not sell, distribute, lease, or sublicense the Leads.

c)            TLL retains all ownership rights in the Leads. TLL retains all rights including but not limited to using, modifying, selling, distributing, and licensing the Leads.

2.      License Term.  The term of the license to use the Leads as contemplated herein shall be perpetual and commence upon download by Customer.

3.      Payment.  Payment shall be made by Customer in accordance with the following payment schedule and terms, unless otherwise agreed upon by the Parties pursuant to a separate Pricing Agreement: :

a)            Customer will be invoiced weekly for Leads which shall be generated the following week as described below. All payments shall be due by 5:00 p.m. Pacific Standard Time each Friday immediately preceding the generation and availability of the Leads (“Due Date”). 

b)            TLL shall endeavor to have the new weekly Leads generated and available by _________ (day of the week) of each week following the properly processed payment.  Customer is responsible for informing TLL in the event a hold must be placed on processing payment.

c)            If the Customer fails to pay in advance for the Leads by the Due Date, Leads will not be delivered or made available by TLL.

d)            Customer shall receive corresponding physical lead kits for each Lead ordered from TLL (“Kit(s)”), provided that TLL may change the number of Kits for distribution at any time in its sole discretion. Kits will be distributed in advance on a monthly basis based on the requested monthly Lead order. In the event Customer cancels any Lead order after receiving the Kits distributed in advance, Customer shall return any unused, undamaged kits within 30 days at the sole cost and expense of Customer. If Customer fails to return unused, undamaged Kits within 30 days or if the Kits are used or damaged as determined in PA’s sole discretion, Customer agrees to purchase the remaining Kits at the cost of $1.00 per Kit.

e)            Customer may purchase additional Kits at the cost of $1.00 per kit.

4.      Taxes and Fees.  Each party shall pay their own taxes, costs, and fees arising out of this Agreement.

5.      Representations and Warranties. 

a)            This Agreement is executed and delivered by the authorized person, officer, or agent of both parties.  No other act or proceeding is necessary by either party to authorize and enter into this Agreement which constitutes a valid and binding agreement between the parties.  And by entering into this Agreement, neither party will be in violation of any laws or agreements. 

b)           Customer will keep the Leads as confidential information and will only use it for Customer’s business purposes and agrees not to share with any third-party other than Customer’s board, members, officers, employees, and agents for its business purposes. 

c)            Customer agrees not to use the Leads in any way that is illegal, misleading, defamatory, indecent or obscene, threatening, infringing of any third party proprietary rights, invasive of personal privacy, or otherwise objectionable.   Customer shall abide by all applicable laws and regulations.

6.      All Sales are Final.

7.      Indemnification.  Customer will defend, release, indemnify, and hold TLL (and its officers, directors, employees and agents) harmless from and against all claims, suits, actions, proceedings, costs, damages, liabilities, losses, and expenses (“Losses”) arising out of or in connection with (i) Customer’s use or misuse of the Leads; (ii) Customer’s contact with any person or entity contained or related to the Leads; (iii) Customer’s violation or breach of any term or condition of this Agreement or any applicable law, regulation, policy, or guideline; (iv) Customer’s violation of any rights of any third party; and (v) Customer’s unauthorized use, sale, distribution, lease, or sublicense of the Leads.  

8.      Disclaimers and Limitations.

a)            THE WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY PA. THERE ARE NO OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE LEADS ARE PROVIDED TO CUSTOMER ON AN “AS IS” BASIS. CUSTOMER ASSUMES ALL RESPONSIBILITY RELATED TO THE LEADS UPON RECEIPT.  CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE LEADS ARE ACCURATE OR SUFFICIENT FOR CUSTOMER’S PURPOSES. TLL DOES NOT WARRANT TO ACCURACY, VIABILITY, OR SUFFICIENCY OF THE LEADS IN ANY WAY. 

b)           Customer assumes all obligations and responsibilities related in any way to the Leads after download and fully releases TLL from any obligations and responsibilities related in any way to the Leads or from Customer’s use of the Leads. 

9.      Survival of Provisions.  The following provisions of this Agreement will survive expiration or sooner termination of this Agreement along with provisions that are reasonably interpreted to survive expiration or sooner termination of this Agreement: all definitions, accrued obligations, and the following Sections and paragraphs: 1, 2, 3, 4, 5, 6, 7, 8, and 11. 

10.      Default.  If Customer fails to perform any of the covenants, obligations, representations, or warranties under this Agreement, TLL may elect to terminate this Agreement and (i) receive all payments that would have been due under this Agreement; or (ii) receive a payment of $100,000, whichever is greater, as liquidated damages, to which Customer agrees is fair and acceptable.

11.   Assignment. Customer shall not assign this Agreement to any other third-party. 

12.    Miscellaneous.

a.            Choice of Law. This Agreement will be interpreted exclusively in accordance with the laws of the State of Delaware.

b.            Representation by Counsel: Interpretation.  The parties hereto each acknowledge that each party to this Agreement has been represented by counsel in connection herewith. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities herein against the party that drafted it has no application and any such right is expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to affect the intentions of the parties.

c.            Attorneys’ Fees.  In any dispute arising under or relating to this Agreement, the reasonable attorneys’ fees, expenses and costs of the party ultimately prevailing in such dispute will be paid by the other party.

d.            Severability.  If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the invalid, illegal, or unenforceable provision will not affect any other provisions of this Agreement. 

e.            No Third Party Beneficiaries.  Nothing in this Agreement is intended or shall be construed or interpreted to give any person or entity other than the parties hereto any legal or equitable right, remedy, or claim under or in respect of this Agreement or any provision contained herein.

f.              No Waiver. The failure of a party to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless agreed to by that party in writing.

g.            Time is of the Essence.  Time is of the essence with respect to this Agreement.

h.            Entire Agreement. This Agreement comprises the entire agreement between Customer and TLL and supersedes all prior or contemporaneous agreements, whether written or oral, between the parties regarding the subject matter contained herein.