Local Lead Capture
Marketing Services Agreement Terms and Conditions

This Marketing Agreement ("Marketing Agreement") and applicable attachments or orders ("Order") are the complete agreement regarding transactions under this agreement (together, the "Agreement") under which {{contact.company}} may order Services. Orders detail the specifics of transactions, such as charges and a description of the Services.

1. Services.

1.1.

In consideration for the payment of the subscription payments made in accordance with the applicable Order, Local Lead Capture hereby provides the Services to {{contact.company}}.

1.2.

"Services" means Local Lead Capture 's subscription services made available via the internet as described in an Order. Services include lead generation, marketing and advertising, data, data cleansing, documents, or other materials that Local Lead Capture provides to {{contact.company}} ("Materials").

1.3.

The Services are available only to Authorized Users. "Authorized User" means employees (and any independent contractors performing functions comparable to employees in the ordinary course of business) of {{contact.company}} and its affiliates who: (a) are authorized by Local Lead Capture; (b) are bound by the Agreement; and (c) have their own subscription.

1.4.

{{contact.company}} may access the Services only to the extent authorized by Local Lead Capture {{contact.company}} is responsible for use of Services by its users, including its Authorized Users. {{contact.company}} shall ensure that Authorized Users comply with Local Lead Capture's terms & conditions and privacy policies which are incorporated herein by reference, when using the Services. {{contact.company}} is responsible for its actions and the contents of its transmissions through the Services. {{contact.company}} is responsible for the compliance of {{contact.company}} Content with this Agreement, including content uploaded by its users.

1.5.

{{contact.company}} may not:

• (a) duplicate, disassemble, reverse engineer, or otherwise reproduce without authorization any portion of the Services;
• (b) resell direct access to the Services to a third party;
• (c) scrape, steal, or copy without authorization Services;
• (d) disclose any performance data relating to the Services;
• (e) sell or transfer to another third party Services in violation of this Agreement; or
• (f) build a product, service, or offering that competes with Local Lead Capture or Services.

1.6.

{{contact.company}} may not use the Services for:

• (a) defamatory, harassing, abusive, threatening, obscene, hateful, sexist, offensive, or fraudulent content or activity;
• (b) activity that violates or infringes upon the rights of third parties;
• (c) activity that violates applicable law;
• (d) sending viruses, spyware or similar computer programming routines, or unsolicited mail; or
• (e) any purposes inconsistent with this Agreement or which violate the Terms of Use and Privacy Policy.

2. {{contact.company}} Responsibilities.

2.1.

The Agreement and Services are a valuable trade secret and confidential proprietary property of Local Lead Capture. {{contact.company}} agrees to access and use Local Lead Capture's Services only as provided in this Agreement and to safeguard Local Lead Capture 's trade secrets and confidential proprietary property. {{contact.company}} agrees to delete the Materials upon termination of this Agreement, unless mutually agreed in writing.

2.2.

{{contact.company}} is hereby provided with limited access to the Services subject to the Agreement. Subject to the terms of the Agreement, Local Lead Capture hereby provides to {{contact.company}} a limited, non-exclusive, non-transferrable, revocable-at-any-time license during the term of the applicable Order to access and use the Materials for its business purposes. Except as otherwise stated in this section or the Order, {{contact.company}} does not obtain any other rights to the Services or Materials. {{contact.company}}'s license to use the Materials is only valid for six (6) months from purchase (or less if required by Local Lead Capture data providers, as set forth in more detail in the Order).

2.3.

{{contact.company}} shall (i) not use for solicitation the name, mailing address or telephone number of a consumer that is designated within the Service as requesting protection from solicitation, (ii) abide by all prevailing federal, state, and local laws and regulations governing fair information practices and consumers' rights to privacy, and (iii) limit access to consumer information to those individuals who have a "need to know" in connection with {{contact.company}}'s business and will obligate those individuals to acknowledge consumers' rights to privacy and adhere to fair information practices and consumer's right to privacy.

2.4.

"{{contact.company}} Content" means all content or information that {{contact.company}} provides or authorizes access to for the Services. Except as otherwise provided in the Order, {{contact.company}} hereby grants Local Lead Capture a perpetual, non-exclusive, royalty-free, transferrable, irrevocable to access, display, store, share, create derivative works of, transmit, or otherwise use or process de-identified {{contact.company}} Content to provide or improve Local Lead Capture's Services or for its business purposes. {{contact.company}} warrants that it has the right and authority to provide {{contact.company}} Content and that such materials do not infringe the rights of others or violate applicable law.

2.5.

{{contact.company}} is responsible for obtaining all necessary rights and permissions to enable, and grants such rights and permissions to, Local Lead Capture, its affiliates, and their respective contractors and vendors to use, provide, store and otherwise process {{contact.company}} Content in the Services. This includes {{contact.company}} making necessary disclosures and obtaining consent, if required, before providing individuals' information to Local Lead Capture.

2.6.

{{contact.company}} is responsible for: (a) assessing the suitability of Services for {{contact.company}}'s intended use; (b) taking necessary actions to order, enable, or use available features appropriate for its use of the Services; and (c) complying with applicable law.

3. Charges, Taxes, and Payment.

3.1.

{{contact.company}} agrees to pay all applicable charges specified for the Services and any charges imposed by any authority resulting from {{contact.company}}'s use of the Services, including any applicable sales taxes. {{contact.company}} agrees to set up automatic payments in amounts due as set forth in this Agreement and any Order. To do so, {{contact.company}} shall provide a valid credit card number or establish ACH funds transfer prior to obtaining access to the Services. {{contact.company}} shall ensure adequate funds are available to pay any amounts due hereunder.

3.2.

All subscriptions are annual with monthly or annual billing payments. Except as otherwise stated in the Agreement, all subscription purchases are final and non-refundable. Annual subscription renewal cancellation requests are subject to the terms set forth in Section 10.2.

3.3.

Amounts are due upon receipt of the invoice. Late payment fees may apply for amounts not paid within 30 calendar days of the invoice date. Local Lead Capture may, at its sole discretion, terminate this Agreement if {{contact.company}} has failed to pay any amount due for more than 30 calendar days.

4. Confidentiality.

4.1.

"Confidential Information" means trade secrets, know-how, proprietary information, formulae, processes, techniques, and information concerning past, present, and future marketing, financial, research, and development activities that may be disclosed, orally or in writing, to each other. Confidential Information excludes information that was (a) previously known to the receiving party without an obligation of confidence; (b) independently developed by or for the receiving party without the use of Confidential Information; (c) lawfully acquired by the receiving party from a third party which is not under an obligation of confidence with respect to such information; or (d) or becomes publicly available through no fault of the receiving party without a breach of the Agreement.

4.2.

{{contact.company}} shall maintain the privacy, security, and confidentiality of Confidential Information and its access to the Services. A temporary password will be given upon account creation. {{contact.company}} agrees to immediately reset their initial password with a strong password. {{contact.company}} shall use strong and secure passwords and keep them secure and confidential. {{contact.company}} shall promptly notify Local Lead Capture in the event of a security breach or unauthorized use of their account. {{contact.company}} is responsible for any damages incurred as a result of the unauthorized use of their account.

4.3.

Local Lead Capture shall use reasonable efforts to maintain the privacy, security, and confidentiality of Confidential Information in accordance with the Agreement and its policies.

5. Warranties.

5.1.

Each party warrants to the other that this Agreement been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms.

6. Warranty Disclaimer.

6.1.

THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES, THIS DISCLAIMER MAY NOT APPLY. NEITHER LOCAL LEAD CAPTURE NOR ITS THIRD-PARTY PROVIDERS ASSURES OR ASSUMES ANY LIABILITY TO ANY PERSON OR ENTITY FOR THE PROPER PERFORMANCE OF SERVICES NECESSARY TO THE CONDUCT OF A REAL ESTATE CLOSING. NEITHER Local LOCAL LEAD CAPTURE NOR ITS THIRD-PARTY PROVIDER REPRESENT OR WARRANT (a) UNINTERRUPTED, TIMELY, OR ERROR-FREE SERVICES, (b) THAT LOCAL LEAD CAPTURE WILL CORRECT ANY DEFECTS OR PREVENT THIRD-PARTY DISRUPTIONS OR UNAUTHORIZED THIRD-PARTY ACCESS, OR (c) THAT SERVICES ARE SECURE, AVAILABLE, ACCURATE, PRIVATE, CONFIDENTIAL, APPROPRIATE, RELIABLE, OR COMPLETE. NEITHER LOCAL LEAD CAPTURE NOR ITS THIRD-PARTY PROVIDERS DO NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO ANY PERSON OR ENTITY FOR LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN THE SERVICE, WHETHER SUCH ERRORS OR OMISSIONS RESULT FROM NEGLIGENCE, ACCIDENT, OR OTHER CAUSE.

7. Indemnity.

7.1.

{{contact.company}} shall defend, indemnify, and hold Local Lead Capture, its affiliates, subsidiaries, their respective officers, directors, employees, agents, contractors, successors, and assigns harmless from and against any and all damages, losses, fines, penalties, costs, expenses, liabilities, and other fees (including, without limitation, reasonable legal fees) arising from or relating to any actual, alleged, or threatened claims, demands, investigations, or causes of action by third parties arising from or relating to the Agreement, including, without limitation, any claims relating to the Services.

7.2.

If a third party asserts a claim against {{contact.company}} that services offered by Local Lead Capture infringe a patent, copyright, or trademark, Local Lead Capture will defend {{contact.company}} against that claim and pay amounts finally awarded by a court against {{contact.company}} or included in a settlement approved by Local Lead Capture, provided that {{contact.company}} promptly (a) notifies Local Lead Capture in writing of the claim, (b) supplies information requested by Local Lead Capture, and (c) allows Local Lead Capture to control, and reasonably cooperates in, the defense, settlement, and mitigation.

7.3.

Local Lead Capture's obligation to defend does not apply to any claim based on (a) {{contact.company}}'s combination of Services with data, software, or documentation not supplied, recommended, documented, or approved by Local Lead Capture; or (b) {{contact.company}}'s unauthorized modifications to the Services.

7.4.

This Section 7 describes {{contact.company}}'s sole remedy against Local Lead Capture relating to third-party claims of patent, copyright, or trademark infringement.

8. Limitation of Liability.

8.1.

WHERE PERMITTED BY APPLICABLE LAW, NEITHER PARTY IS LIABLE FOR SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS, REPUTATION, OPPORTUNITIES, VALUE, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS; OR COST OF REPLACEMENT SERVICES. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. WHERE PERMITTED BY APPLICABLE LAW, LOCAL LEAD CAPTURE'S ENTIRE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THE AGREEMENT WILL NOT EXCEED 6 (SIX) MONTHS' SERVICES FEES PAID BY {{contact.company}} TO LOCAL LEAD CAPTURE, REGARDLESS OF THE BASIS OF THE CLAIM.

9. Privacy and Security.

9.1.

Local Lead Capture shall use commercially reasonable efforts to comply with its Privacy Policy.

9.2.

{{contact.company}} shall comply with all applicable privacy laws and respect the privacy rights of individuals. {{contact.company}} shall provide individuals with a privacy notice required for the processing of their personal data and use, maintain, and document appropriate legal purposes and means for processing personal data. {{contact.company}} shall use adequate means to transfer personal data where required to do so and obtain the consent of individuals when using personal data in a manner inconsistent with the notice provided to them at the time of collection.

9.3.

{{contact.company}} shall allow individuals to exercise their rights under applicable law, including, without limitation, restricting processing, deleting, or opting out of sale of personal information; or opting out of receiving emails, calls, or other communications from it. {{contact.company}} shall maintain exclusionary lists relating to individuals who do not wish to receive emails, calls, or other communications from it. {{contact.company}} shall comply with applicable do not call and do not email lists.

10. Changes.

10.1.

Local Lead Capture may, at Local Lead Capture's reasonable discretion, modify the Services from time to time, with prior written notice where practicable, without any additional liability. Local Lead Capture's modification to the Services will replace prior versions as of the effective date. {{contact.company}} may not refuse these modifications to the Services. Notwithstanding the foregoing, Local Lead Capture is not required to modify the Services.

10.2.

Local Lead Capture may update its Terms of Use and Privacy Policy from time to time in accordance with their terms.

10.3.

Except as otherwise provided, all changes to the Agreement must be in writing and signed by both parties.

11. Term and Termination.

11.1.

The term of the SaaS Agreement begins upon execution and continues until terminated as described below. Termination of this SaaS Agreement by either party automatically terminates all Orders.

11.2.

The term of Services is set forth in the Order. Services renew annually automatically unless {{contact.company}} provides written notice to Local Lead Capture not to renew at least 60 calendar days prior to the annual renewal.

11.3.

Local Lead Capture may immediately, in its sole discretion and without prior written notice, temporarily suspend or limit {{contact.company}}'s use of the Services or the Agreement where Local Lead Capture reasonably suspects a breach of the Agreement. Local Lead Capture shall provide notice of the actions {{contact.company}} must take to reinstate the Services. Local Lead Capture may terminate the Services or this Agreement without any additional liability for {{contact.company}}'s failure to take required actions.

11.4.

Local Lead Capture may terminate an Order or the Agreement without cause on at least 90 days' written notice to the {{contact.company}}.

11.5.

The Agreement shall automatically terminate upon the liquidation or insolvency of either party or the appointment of a trustee or receiver for either party.

11.6.

Upon termination of the SaaS Agreement or applicable Order: (a) Local Lead Capture may immediately terminate {{contact.company}}'s access to Local Lead Capture's Services; and (b) {{contact.company}} shall immediately cease using any portion of Local Lead Capture's Services.

11.7.

{{contact.company}} may not terminate the Agreement for convenience, except as otherwise stated in Section 10.2. Either party may terminate the Agreement for material breach upon 30 calendar days' prior written notice, provided that the breaching party does not cure it within the 30-calendar day notice period. {{contact.company}}'s failure to timely pay Local Lead Capture is a material breach.

11.8.

If the Agreement is terminated for any reason (except for material breach by Local Lead Capture), {{contact.company}} shall pay to Local Lead Capture, on the date of termination, the total amount outstanding under the Agreement. If Local Lead Capture terminates for a reason other than {{contact.company}}'s material breach of the Agreement or if the Agreement is terminated for material breach by Local Lead Capture, Local Lead Capture shall provide {{contact.company}} a pro rata refund for any prepaid fees.

11.9.

After termination, {{contact.company}} shall securely delete or destroy the Materials it has already incorporated into its databases or used for its business purposes. Upon request, {{contact.company}} shall certify such deletion or destruction by its Chief Information Technology Officer, or equivalent, of {{contact.company}}. Local Lead Capture may audit {{contact.company}}'s compliance with these obligations and the license upon 5 days' prior written notice.

11.10.

After termination, except as otherwise provided in an applicable Order, Local Lead Capture may retain de-identified {{contact.company}} Content incorporated into its Services, and {{contact.company}} hereby grants Local Lead Capture a perpetual, non-exclusive, royalty-free, transferrable, irrevocable license to access, display, store, share, create derivative works of, transmit, or otherwise use or process this {{contact.company}} Content to provide or improve Local Lead Capture's Services or for its business purposes.

12. Governing Law.

12.1.

This Agreement is governed by the laws of the State of Ohio, United States, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of, and venue in, the state or federal courts located in Franklin County, Ohio, in any action or proceeding arising from or relating to this Agreement. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

12.2.

Either party may seek injunctive or other equitable relief for actual or threatened breach of confidentiality, security, or intellectual property protections hereunder by {{contact.company}} under the Agreement.

12.3.

Each party irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising from or relating to this Agreement.

13. Audit.

{{contact.company}} hereby agrees that upon reasonable notice and at a mutually agreeable time, Local Lead Capture may periodically audit {{contact.company}}'s books and records relevant to the use of this Service in order to ensure compliance with the terms hereof. The third-party data providers of Local Lead Capture shall be deemed intended third-party beneficiaries of this provision and shall also be entitled to investigate all legitimate reports of abuse or misuse of their Service. Violations discovered in any review will be subject to immediate action including, but not limited to, termination of {{contact.company}}'s right to use the Service, legal action, and/or referral to federal or state regulatory agencies.

14. General.

14.1.

This Agreement constitutes the entire agreement of the parties and supersedes all prior or contemporaneous understandings, representations, discussions, or agreements between the parties relating to its subject matter.

14.2.

In the event of a conflict between the Terms of Use and this Agreement, this Agreement governs. If there is a conflict between the Order and the Agreement, the Order governs.

14.3.

If any provision of the Agreement is invalid or unenforceable, the remaining provisions remain in full force and effect.

14.4.

The waiver of a breach of any term of the Agreement, which must be in writing, will not operate as or be construed to be a waiver of any other previous or subsequent breach of the Agreement.

14.5.

{{contact.company}} agrees not to hire or attempt to hire for employment, either directly or indirectly, an employee, agent, supplier, or contractor of Local Lead Capture during the term of this Agreement and for a period of 2 years after termination of this Agreement.

14.6.

Local Lead Capture is an independent contractor. {{contact.company}} is responsible for its use of Local Lead Capture Services. Each party is responsible for determining the assignment of its and its affiliates' personnel, and their respective contractors and vendors, and for their direction, control, and compensation.

14.7.

Local Lead Capture may collect information relating to {{contact.company}}'s use of the Services. Local Lead Capture may internally use this information for providing or improving the Services.

14.8.

Except as otherwise provided herein, {{contact.company}} may not assign the Agreement, in whole or in part, without the prior written consent of Local Lead Capture. {{contact.company}} may assign the Agreement with 30 calendar days' prior written notice to Local Lead Capture upon a merger, acquisition, or purchase or sale of substantially all its assets so long as such transaction is not with a competitor of Local Lead Capture Local Lead Capture may assign the Agreement at its sole discretion. Any assignment, transfer, or delegation in violation of this section is void.

14.9.

All notices and other communications under this Agreement must be in writing and sent to the business address specified in this Agreement, unless a Party designates a different address in writing. All notices and other communications under this Agreement shall be deemed to have been given on the date sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next operating business day if sent after normal business hours of the recipient or if mailed, on the third day after the date mailed, by certified or registered mail (in each case, return receipt requested, postage pre-paid). Notices must be sent to the respective parties at the following addresses:

14.10.

This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and become effective when counterparts have been signed by each party and delivered to the other party.

14.11.

The Parties agree that the electronic signatures of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic Signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including clicking a button or checking a box next to the statement "I Agree". The Parties consent to the use of electronic signatures and communication. Any reproduction of this Agreement made by reliable means is considered an original.

14.12.

This Agreement does not create any third-party rights. Neither party will bring a legal action arising from or relating to the Agreement more than two years after the cause of action arose.

14.13.

Any terms that by their nature extend beyond the Agreement termination remain in effect until satisfied and apply to successors and assignees.

14.14.

Unless {{contact.company}} requests otherwise in writing in advance, {{contact.company}} authorizes Local Lead Capture to use {{contact.company}}’s logo, name, or trademark on its website or other media as a {{contact.company}}.

14.15.

Neither party is not responsible for failure to fulfill its obligations under the Agreement due to causes beyond its control, except that {{contact.company}}’s payment obligations hereunder may not be delayed under such causes beyond 15 calendar days.

14.16.

The parties hereto are sophisticated, commercial parties. The Agreement will not be construed against the drafter.

14.17.

Parties acknowledge that they have read the Agreement, understand it, and agree to be bound by its terms. The person signing on behalf of each party is authorized to do so.