Legal - leadpops by rebel iQ

LEADPOPS INC.

MASTER SERVICES AGREEMENT

This Master Services Agreement (collectively with the applicable Schedule(s) attached hereto, the “Agreement”) is entered into as of this _______ (“Effective Date”), and constitutes a legally binding agreement, governing the contractual relationship between LeadPops, Inc., a Delaware corporation (“LeadPops”) and __ (“Client”).

WHEREAS, LeadPops is in the business of providing its clients with an automated lead-generating conversion-as-a-service (CaaS) platform, located at www.leadpops.com (“CaaS Platform”) which, provides access to an array of digital products, including without limitation, lead funnels, conversion-optimized website services, and managed marketing services; and

WHEREAS, Client wishes to obtain certain services from LeadPops, and LeadPops wishes to provide certain services to Client, subject to the terms of this Agreement.

NOW, THEREFORE, the parties agree as follows:

LeadPops and Client agree that the terms governing the services which may be provided by LeadPops to Client are set forth in the schedule to this Agreement set forth opposite such services below:

Service Name	Schedule
ConversionPro™ Mortgage Marketing Website Subscription Services	Schedule A
ConversionPro™ Website Lead Funnels Subscription Services	Schedule B
Local Growth Bundle Subscription Services	Schedule C
Deploy Bundle Subscription Services	Schedule D
Originator Everywhere (Google Banner Ads) Subscription Services	Schedule E
Do-it-For-Me Facebook Ads Subscription Services	Schedule F
Do-It-For-Me Google Ads Subscription Services	Schedule G
Local SEO Reputation Management and Listing Citations Subscription Services	Schedule H
Advanced Local Plus Bundle Subscription Services	Schedule I
Local Plus Bundle Subscription Services	Schedule J
ConversionPro™ Blog Subscription Services	Schedule K

Client has selected which services it desires LeadPops to provide in its electronically submitted order to LeadPops, and LeadPops agrees to provide such services under the terms of this Agreement, including those set forth in applicable Schedule(s), and Client agrees to accept such services under the terms of this Agreement, including those set forth in the applicable Schedule(s).

This Agreement, and any of the Schedules hereto, may only be amended by a written instrument executed by each of the parties hereto.

If any of the provisions or portions of this Agreement are held to be invalid under any applicable statute or rule of law, such provisions shall be deemed to be omitted from this Agreement without in any way invalidating or impairing the other provisions of this Agreement.

Except as otherwise provided in this Agreement, a party’s failure or delay in enforcing any provision of this Agreement will not operate as a waiver of the right to enforce that provision or any other provision of this Agreement at any time. A waiver of any provision of this Agreement shall be in writing, specify the provision to be waived and signed/executed by the Party agreeing to the waiver.

This Agreement are not intended to and shall not be construed to give any third-party any interest or rights (including, without limitation, any third-party beneficiary rights) with respect to or in connection with any term, agreement or provision contained herein or contemplated hereby.

Client shall not assign or otherwise transfer Client’s rights and obligations under this Agreement without the prior written consent of LeadPops. Any attempt to make such an assignment without LeadPops’ consent shall be void. LeadPops’ consent shall not be unreasonably withheld. However, this Agreement shall be binding upon and inure to the benefit of LeadPops, its affiliates, or any corporation or other entity to which LeadPops may (i) transfer all or substantially all its assets and business, or (ii) assign the rights and obligations under this Agreement, in which case references to “LeadPops” as used herein shall mean such affiliate, corporation or other entity.

Client acknowledges that LeadPops is merely a service provider. Accordingly, there is no employment, agency, joint venture, or partnership relationship between Client and LeadPops. The Parties are independent contractors.

Except as otherwise provided under this Agreement, any notice required or permitted to be given by Client will be effective only if it is in writing and sent via email to support@leadpops.com. Any notices sent to Client by LeadPops shall be sent to the e-mail address submitted on Client’s electronic order form to LeadPops. Notices shall be deemed to be given twenty-four (24) hours after the email is sent, unless the Party sending such notice is notified that the email address is invalid.
This Agreement may only be amended by a written instrument executed by each of the parties hereto.

In the event of any suit or action to enforce or interpret any provision of this Agreement, LeadPops shall be entitled to recover, in addition to other costs, reasonable attorney fees in connection with the suit, action, or arbitration, and in any appeals. The determination of the amount of reasonable attorney fees to be paid to LeadPops will be decided by the American Arbitration Association in San Diego, California.

This Agreement, including all Schedules hereto together with Client’s electronically submitted order to LeadPops, represents the entire agreement between the parties relating to the subject matter hereof.

Schedule A

ConversionPro™ Mortgage Marketing Website Subscription Services

CAAS PLATFORM AND CONVERSIONPRO™ MORTGAGE MARKETING WEBSITE SERVICE

1.1 CaaS Platform License Grant. LeadPops hereby grants Client with a non-exclusive, revocable, limited, non-transferable, non-sublicensable license to access and use the CaaS Platform and ConversionPro™ Mortgage Marketing Website Services (defined below) for:

(i) Client’s internal business purposes; and

(ii) the Subscription Term (defined below) or applicable duration as agreed by the Parties.

1.2 Client acknowledges, understands and agrees that:

(i) LeadPops reserves the right to determine in LeadPops’ sole and exclusive discretion, the final design, layout, content, domain, hosting and functionality of the CaaS Platform, which is subject to change from time to time without notice and without liability. As such, LeadPops may modify the systems and environment used to deliver the ConversionPro™ Mortgage Marketing Website Services (defined below);

(ii) the CaaS Platform is provided to Client on an “as-is” and “as available” basis. LeadPops may, from time to time and without giving any reason or prior notice to Client, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the CaaS Platform and shall not be liable if any such upgrade, modification, suspension or removal prevents Client from accessing the CaaS Platform.

1.3 ConversionPro™ Mortgage Marketing Website Services. LeadPops currently provides Client, through the CaaS Platform, with

(i) lead funnels which is a plug and play software solution aimed at promoting loan officers’, realtors’, brokers’ and mortgage agents’ website so as to convert marketing leads/traffic (i.e. potential customers) into paying customers, thereby expanding/improving the loan officers’, realtors’, brokers’ and mortgage agents’ brand; and

(ii) access to LeadPops ConversionPro™ website which is optimized for lead generation, and includes (a) multiple lead funnel conversion touchpoints built in to the ConversionPro™ website; and (b) other benefits as more fully described under Schedule A (ConversionPro™ Mortgage Marketing Website Services Description) of this Agreement,

(collectively the “ConversionPro™ Mortgage Marketing Website Service(s)”).

1.4 Client acknowledges and understands that the ConversionPro™ Mortgage Marketing Website Service(s) will not include the following additional services offered by LeadPops via the CaaS Platform: Do It For Me Facebook Ads, Do It for Me Google Ads, Reputation Management (driving reviews and listings/citations), ConversionPro™ Blog, Reviewability and Originator Everywhere (Google Banner Ads) services.

1.5 Subject to the terms and conditions of this Agreement, LeadPops shall use commercially reasonable efforts to provide Client with access to and use of the CaaS Platform, and/or ConversionPro™ Mortgage Marketing Website Services.

1.6 Client agrees to comply with the terms and conditions of this Agreement, LeadPops website terms of service (https://leadpops.com/terms-of-service/) and any other applicable terms as pertains to the provision, by LeadPops, of the ConversionPro™ Mortgage Marketing Website Services.

1.7 Client acknowledges, understands and agrees that LeadPops shall have the sole discretion to determine the manner in which the ConversionPro™ Mortgage Marketing Website Services is provided/delivered to Client, including but not limited to defining and using the technical process, practices, tools, coding, resources, third party contractors, service providers and software to be used for the provision of such ConversionPro™ Mortgage Marketing Website Services to Client.

1.8 Client further acknowledges, understands and agrees that LeadPops may, in its sole discretion, make modifications, updates and upgrades to the ConversionPro™ Mortgage Marketing Website Services in order to comply with applicable law or if LeadPops deems such modifications, updates and upgrades necessary or useful to maintain or enhance the (i) quality or delivery of the ConversionPro™ Mortgage Marketing Website Services; (ii) competitive strength of or market for LeadPops ConversionPro™ Mortgage Marketing Website Services; and (iii) performance and cost effectiveness of the ConversionPro™ Mortgage Marketing Website Services.

1.9 Client acknowledges that LeadPops may change, suspend or discontinue any or all of the ConversionPro™ Mortgage Marketing Website Services, at its sole discretion at any time, without notice and for any or no reason.

1.10 Support Services. LeadPops shall provide Client with support services via telephone and email, between Monday to Friday from 07h00am to 16h00pm PST, in order to address any queries, concerns, or technical issues Client may have pertaining to the ConversionPro™ Mortgage Marketing Website Services as well as to any payment/account issue. LeadPops shall endeavour to resolve any queries and concerns Client may have within seven (7) business days from the date you first logged the issue with us.

RESPONSIBILITIES OF THE PARTIES

2.1 Client’s Responsibilities. Subject to the terms and conditions of this Agreement and, Client agrees to:

(i) access the CaaS Platform and use the ConversionPro™ Mortgage Marketing Website Services in accordance with this Agreement;

(ii) complete and submit LeadPops checklist, as well as provide any other information as is requested by LeadPops and/or used for the provision of ConversionPro™ Mortgage Marketing Website Services;

(iii) secure Client’s own domain to host Client’s customized ConversionPro™ website;

(iv) review and confirm, via email to LeadPops, the contents of Client’s customized ConversionPro™ website, prior to such customized ConversionPro™ website going live;

(v) provide LeadPops with accurate and complete content and information, so as to assist LeadPops to successfully perform the ConversionPro™ Mortgage Marketing Website Services under this Agreement. If any of Client’s content and information is incorrect and/or incomplete, Client shall be liable for any and all delays and/or additional fees that may arise from the ConversionPro™ Mortgage Marketing Website Services as a consequence of Client’s content and information being incorrect and/or incomplete;

(vi) obtain and maintain all necessary licences, approvals and consents and comply with all relevant legislation in relation to the ConversionPro™ Mortgage Marketing Website Services;

(vii) provide LeadPops with the authority to use any and all information provided by Client to formulate and implement Client’s brand message;

(viii) approve all the ConversionPro™ Mortgage Marketing Website Services prior to delivery of Client’s completed customized ConversionPro™ website;

(ix) ensure compliance with all applicable local laws and regulations; and

(x) provide LeadPops with the right to use any content or information provided by Client to LeadPops in the performance of the ConversionPro™ Mortgage Marketing Website Services.

2.2 Client acknowledges and agrees that LeadPops shall not be held liable for any and all non-delivery of the ConversionPro™ Mortgage Marketing Website Services as a result of insufficient content/information and lack of approval.

2.3 Client acknowledges and agrees that all ConversionPro™ Mortgage Marketing Website Services that have been delivered to Client shall be considered as accepted on the date of delivery of Client’s customized ConversionPro™ website.

2.4 Data Protection. Any and all identifying information regarding Client’s customer’s (including but not limited to personal names, phone numbers, addresses and email addresses or other identifying information) provided by Client to LeadPops (“Client’s Customers Data”) in relation to the ConversionPro™ Mortgage Marketing Website Services will be deemed to be the Confidential Information (defined below) of Client and subject to Section 6 (Confidentiality) of this Agreement. Client agrees to grant LeadPops the limited and restricted right to use Client’s Customers Data solely in connection with the provision of the ConversionPro™ Mortgage Marketing Website Services. As such, Client hereby agrees to indemnify and hold LeadPops harmless of and from any and all claims, suits, judgements or proceedings arising from any claim (i) that Client’s Customers Data or other customer’s information has been collected, distributed, or otherwise used by LeadPops in a manner that violates the customer’s privacy rights and/or data protection legislation or (ii) related to the Processing (defined below) of Client’s Customers Data by or on behalf of LeadPops in accordance with this Agreement. For purposes of this Agreement “Processing” means to take any action or perform any operation or set of operations that the CaaS Platform or ConversionPro™ Mortgage Marketing Website Services are capable of taking or performing on any data, information, or other content.

All Client’s Customers Data will be hosted and maintained by LeadPops third party provider, Vendasta. Vendasta’s privacy policy can be found at https://www.vendasta.com/privacy/. For the purposes of this Agreement, all Client’s Customers Data stored in Vendasta will be encrypted and LeadPops will not transfer such Client’s Customers Data to any other hosting entity or location, or disclose/share/sell Client’s Customers Data to any third party without the prior written consent of Client.

2.5 Each Party undertakes to not take any action that will or is reasonably likely to have a material negative impact on the reputation and/or goodwill of the other Party.

2.6 Client agrees that LeadPops, as a third party intermediary, is not a party to any activity, content, transaction and related dispute between Client and a customer.

2.7 Restrictions. Client shall not:

(i) license, sublicense, sell, resell, rent, lease, transfer, distribute or otherwise similarly exploit the ConversionPro™ Mortgage Marketing Website Services or CaaS Platform,

(ii) use or permit others to use any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the CaaS Platform,

(iii) copy, create a derivative work of reverse engineer, reverse assemble, disassemble, or decompile the ConversionPro™ Mortgage Marketing Website Services, or any part thereof or otherwise attempt to discover any source code or modify the CaaS Platform or ConversionPro™ Mortgage Marketing Website Services,

(iv) create a competitive offering based on the ConversionPro™ Mortgage Marketing Website Services, and

(v) use the ConversionPro™ Mortgage Marketing Website Services for any reason or purpose, other than provided under this Agreement and as intended by LeadPops.

2.8 LeadPops’ Responsibilities. Subject to the terms and condition of this Agreement, LeadPops agrees to provide Client with access to the CaaS Platform, ConversionPro™ Mortgage Marketing Website Services in accordance with the terms and conditions of this Agreement. LeadPops reserves the right to deny Client access to the CaaS Platform, ConversionPro™ Mortgage Marketing Website Services, at any time, if LeadPops deems, in its sole discretion, that Client is not complying with this Agreement or to protect LeadPops’ rights, property, and interests.

2.9 LeadPops cannot guarantee that the ConversionPro™ Mortgage Marketing Website Services will generate a profit or a return on investment or positive feedback for the Client or that the ConversionPro™ Mortgage Marketing Website Services will be error-free. LeadPops cannot therefore be liable to Client or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the ConversionPro™ Mortgage Marketing Website Services.

SUBSCRIPTION PLANS, SUBSCRIPTION PLAN FEES, PAYMENT AND TAXES

3.1 Subscription Plans. LeadPops currently offers Clients with several subscription plan options on the CaaS Platform, that enables Client to use the ConversionPro™ Mortgage Marketing Website Services (“Subscription Plan(s)”). Each Subscription Plan shall (i) include restrictions and requirements that outline the features of the Subscription Plan, and (ii) reference the applicable fee. The features of each Subscription Plan shall be further detailed on the LeadPops website located at www.leadpops.com.

3.2 The fees, and any associated setup fees, corresponding to Client’s selected Subscription Plan (“Subscription Plan Fee(s)”), to be paid by Client to LeadPops in consideration of Client’s access to and use of the CaaS Platform and ConversionPro™ Mortgage Marketing Website Services shall be LeadPops’ then current published fees and stated on the applicable invoice.

3.3 Client acknowledges and agrees that the fees corresponding to Client’s selected paid Subscription Plan and ConversionPro™ Mortgage Marketing Website Services shall be (i) quoted and payable in U.S. Dollars (USD); (ii) paid by Client on time; and (iii) strictly non-refundable.

3.4 Client will be billed on a monthly basis (“Billing Cycle(s)”). Billing Cycles may be set on a monthly basis.

3.5 Payment of Client’s selected Subscription Plan Fees shall be made by Client to LeadPops via credit or debit card, and in advance for the full year or month, as per the Subscription Plan Client has selected.

3.6 Late Payments. The invoiced Subscription Plan Fees shall become due and payable to LeadPops within fifteen (15) calendar days from the date of the applicable invoice. Any late payment, except for amounts disputed in good faith by Client (in accordance with Section 3.8 of this Agreement), of any amount owing hereunder shall accrue interest at a rate equal to the lesser of (i) 10% per annum, and (ii) the maximum rate permitted by law. In the event that Client is delinquent in the payment of any amounts LeadPops may suspend access to the ConversionPro™ Mortgage Marketing Website Services provided hereunder. The suspension may continue until such overdue amounts are paid in full. A suspension under this Section 3.6 will not constitute a termination of the Agreement nor will it relieve Client of any of its obligations or liabilities under this Agreement.

3.7 LeadPops may in its sole discretion and at any time, modify the Subscription Plan Fees by posting such modification on LeadPops website or on the invoices sent to Client. Any Subscription Plan Fee change will become effective at the end of the then-current annual Billing Cycle. LeadPops shall provide Client with reasonable prior notice of at least thirty (30) calendar days prior to effectively implementing any change in Subscription Plan Fees in order to give Client the opportunity to cancel (in accordance with Section 9 of this Agreement) Client’s Subscription Plan before such change becomes effective. Client’s continued use of the ConversionPro™ Mortgage Marketing Website Services after the Subscription Plan Fee change has come into effect shall constitute Client’s agreement to pay the modified Subscription Plan Fee.

3.8 Client agrees to notify LeadPops of any billing queries and/or errors within thirty (30) calendar days after receipt by Client of any invoice (submitted/sent by LeadPops to Client hereunder). Should Client not notify LeadPops of any billing queries and/or errors within such time period, this absence of notification on Client’s part shall be deemed to constitute Client’s waiver of Client’s right to dispute such queries and errors following the expiration of such thirty (30) calendar day period. Client acknowledges, understands and agrees that LeadPops reserves the right to correct any errors in the Subscription Plan Fees or other related fees, previously quoted by LeadPops to Client and for which LeadPops received payment from Client, (i) by correcting such error in the Subscription Plan Fees or other related fees, or (ii) by issuing a credit note or corrected invoice to Client.

3.9 LeadPops does not guarantee that the Subscription Plan offered on the CaaS Platform and the respective ConversionPro™ Mortgage Marketing Website Services will be offered indefinitely and reserves the right, at its sole discretion, to (i) change the Subscription Plan Fees, Billing Cycle and payment terms, and (ii) alter the offerings, features, content and options associated with any particular Subscription Plan.

3.10 Client acknowledges and agrees that LeadPops may, from time to time, add additional features or functionalities to the CaaS Platform and ConversionPro™ Mortgage Marketing Website Services. As such, Client’s access to and use of any additional features and functionalities to the CaaS Platform and ConversionPro™ Mortgage Marketing Website Services may require the payment of additional fees by Client.

3.11 Taxes. Unless stated otherwise, all Subscription Plan Fees, owed to LeadPops by Client in consideration of Client’s access to and use of the CaaS Platform and ConversionPro™ Mortgage Marketing Website Services, shall be exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, whether disputed or not, including any value-added, sales, use or withholding taxes, assessable by any jurisdiction (“Taxes”). Client shall be responsible for the payment of any and all Taxes (except for those based on LeadPops’ income) associated with Client’s subscription to the ConversionPro™ Mortgage Marketing Website Services. Client hereby indemnifies and holds LeadPops harmless from the payment of any Taxes and costs associated with the collection or withholding thereof, including penalties and interest. If LeadPops is under a legal obligation to pay or collect Taxes for which Client is responsible, the applicable amount shall be invoiced (by LeadPops) to and paid by Client unless Client provides LeadPops with a valid tax exemption certificate from the applicable taxing authority.

PROPRIETARY RIGHTS

4.1 LeadPops and/or its licensors own and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights and other intellectual property rights), in the CaaS Platform, domain names, and to its pre-existing technology, products, ConversionPro™ Mortgage Marketing Website Services, and all modifications, enhancements and derivative works thereof. All the visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, ConversionPro™ Mortgage Marketing Website Services, images, and all other elements contained on LeadPops’ CaaS Platform, are the sole and exclusive property of LeadPops and/or its licensors.

4.2 Client shall not remove or alter any copyright notices or other proprietary rights notices placed on or embedded in the ConversionPro™ Mortgage Marketing Website Services. Client shall immediately notify LeadPops of any infringing copy or reproduction of the ConversionPro™ Mortgage Marketing Website Services, and Client shall not distribute or assist in distributing such infringing copy or reproduction. Client shall take all reasonable steps as requested by LeadPops to protect LeadPops’ intellectual property rights in the ConversionPro™ Mortgage Marketing Website Services including but not limited to copyrights, patent rights, trademarks and trade secrets.

4.3 Client and/or its licensors own and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights and other intellectual property rights), in and to Client’s content and information, and pre-existing technology, products and services. Except for the limited rights granted expressly by Client to LeadPops under this Agreement, Client reserves all rights, title and interests in and to Client’s content and information.

4.4 LeadPops Feedback. Client grants LeadPops a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into LeadPops’ ConversionPro™ Mortgage Marketing Website Services any suggestions, enhancement requests, recommendations or other feedback provided by Client relating to the operation of the ConversionPro™ Mortgage Marketing Website Services.

TRADEMARKS

5.1 Subject to Client’s continued compliance with this Agreement, Client may use certain LeadPops trademarks as advised by LeadPops from time to time and in accordance with any guidelines issued by LeadPops. LeadPops retains all right, title and interest in the LeadPops’ trademarks, all derivative works of LeadPops’ trademarks and all proprietary rights in LeadPops’ trademarks until the termination of this Agreement.

5.2 Client hereby grants to LeadPops a non-exclusive, non-transferable license to use Client’s trademarks for the purposes of promoting and marketing the Deploy Services, and in accordance with Client’s trademark guidelines. Client and/or its licensors retain all right, title and interest in the Client’s trademarks, all derivative works of the Client’s trademarks and all proprietary rights in Client’s trademarks, both during and after termination of this Agreement.

CONFIDENTIALITY

6.1 “Confidential Information” shall mean any know-how, trade secrets, information, data, materials or other confidential and/or proprietary information disclosed by one Party to the other under this Agreement that is either: (i) conspicuously marked or otherwise identified as ‘Confidential’ or ‘Proprietary’ at the time of disclosure; or (ii) should reasonably be understood by the receiving Party to be confidential based upon the nature of the information disclosed or the circumstances of the disclosure. Confidential Information includes any:

(i) business records and plans, user or client feedback, and online accounts;

(ii) form of scientific, technical or data information, CaaS Platform, identification, passwords, technical and business information relating to disclosing Party’s proprietary ideas, software, business or otherwise;

(iii) concepts, reports, data, knowledge, works in progress, information, trade secrets, trademarks, patentable ideas, copyrights, existing and/or contemplated products and services, development tools, specifications, software, maps, drawings, source code, object codes, flow charts, databases, inventions, CaaS Platform content, designs, logos, brochures, images schematics, research and development;

(iv) form of financial information, production, costs, profit and margin information, finances and financial projections, list or information about users, vendors, Clients, business partners, business associates, customers or clients, marketing information, sales leads, strategic alliances, partners, and current or future business plans and models; and

(v) personal identifiable information including but not limited to the name, contact details, address, date of birth, personal preferences, etc. related to any customers, employees, contractors, users or any other person whosoever.

6.2 The Parties acknowledge and agree that each Party will have access to certain trade-secrets and other non-public Confidential Information of the other during and in connection with the performance of its/his/her obligations hereunder, and hereby agrees not to disclose any Confidential Information to any third party and not to use any such Confidential Information for any purpose other than as strictly required for the purpose of performing its/his/her obligations under this Agreement. All such Confidential Information is and shall remain the exclusive property of the disclosing Party and no license shall be granted or implied with respect to such Confidential Information by reason of the other Party’s access to such Confidential Information. Each Party agrees to protect the Confidential Information of the other with the same standard of care and procedures used by such Party to protect its own Confidential Information of similar importance while at all times using the same standard of care.

6.3 Each Party shall take such sufficient precautions to enable such Party to comply with all the terms hereof and to ensure similar compliance thereof by each of their respective employees/personnel. Furthermore, each Party shall bind the Party’s respective employees/personnel to ensure and maintain complete and effective secrecy and confidentiality regarding any and all information whatsoever pertaining to the other Party and which comes to such Party’s knowledge in the course of performing its/his/her obligations under this Agreement.

6.4 Use and Compelled Disclosure of Confidential Information. A Party may use Confidential Information of the other Party: (i) to the extent reasonably necessary to exercise its/his/her rights and perform its obligations under this Agreement. Either Party may disclose the existence of this Agreement and any applicable terms and conditions for the purposes of financing, audits, or internal processes. In the event that a Party receives a court order or other validly issued administrative or judicial notice requesting the disclosure of the other Party’s Confidential Information, it/she/he will, to the extent legally permissible, promptly notify the other Party and, if requested, tender to the other Party the defense of the court order or notice. If requested by the disclosing Party, the receiving Party will cooperate (at the expense of the requesting/disclosing Party) in opposing the court order or notice.

6.5 Exclusions. Confidential Information shall not include information that was: (i) previously known to the receiving Party without an obligation not to disclose such information; (ii) independently developed by the receiving Party without use of the other Party’s Confidential Information; (iii) acquired by the receiving Party from a third-party which was not, to the receiving Party’s knowledge, under an obligation not to disclose such information; or (iv) is or becomes publicly available through no fault of the disclosing Party.

6.6 Each Party acknowledges that monetary damages may not be a sufficient remedy for unauthorised disclosure by such Party of any Confidential Information of the other Party and that such other Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.

6.7 Return or Destruction of Confidential Information. On the expiration or termination of this Agreement, or on the disclosing Party’s request, the receiving Party will promptly (i) return to the disclosing Party all Confidential Information provided by the disclosing Party, (ii) destroy all copies the receiving Party made of any Confidential Information, and/or (iii) if requested by the disclosing Party, deliver to the disclosing Party a certificate executed by the receiving Party confirming compliance with the return or destruction obligation under this Section.

6.8 The Parties’ obligations arising under this Section 5 (Confidentiality) shall (i) survive the termination or expiration of this Agreement and (ii) remain indefinitely in force after the termination or expiration of this Agreement.

WARRANTY AND DISCLAIMER

7.1 DISCLAIMER. THE CONVERSIONPRO™ MORTGAGE MARKETING WEBSITE SERVICES PROVIDED BY LEADPOPS UNDER THIS AGREEMENT, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF LEADPOPS ARE PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. LEADPOPS DOES NOT MAKE ANY OTHER REPRESENTATIONS, WARRANTIES OR COVENANTS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE CAAS PLATFORM AND CONVERSIONPRO™ MORTGAGE MARKETING WEBSITE SERVICES, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF LEADPOPS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF CONDITION, MERCHANTABILITY, TIMELINESS, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, OR NON INFRINGEMENT AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. LEADPOPS DOES NOT WARRANT THAT THE CAAS PLATFORM AND CONVERSIONPRO™ MORTGAGE MARKETING WEBSITE SERVICES, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF LEADPOPS UNDER THIS AGREEMENT ARE FREE FROM BUGS, VIRUSES, HARMFUL COMPONENTS, ERRORS, OR DEFECTS, OR THAT THE OPERATION OF ANY OF THE FOREGOING WILL BE SECURE OR UNINTERRUPTED, NOR DOES LEADPOPS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CAAS PLATFORM AND CONVERSIONPRO™ MORTGAGE MARKETING WEBSITE SERVICES. CLIENT SHALL NOT HAVE THE RIGHT TO PASS ON ANY REPRESENTATION OR WARRANTY OF LEADPOPS TO ANY THIRD-PARTY OR END USER, NOR DOES LEADPOPS PROMISE TO BACKUP ANY OF CLIENT’S DATA. CLIENT ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF PRIVACY, CONFIDENTIAL INFORMATION AND PROPERTY. LEADPOPS SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATION OR WARRANTY, ORAL OR IN WRITING, CONCERNING THE VIABILITY, ENFORCEABILITY, OR COMPLIANCE WITH APPLICABLE LAWS IN RELATION TO THE CONVERSIONPRO™ MORTGAGE MARKETING WEBSITE SERVICES AND THE USE BY CLIENT OF THE CAAS PLATFORM IN A PARTICULAR COUNTRY, TERRITORY, OR REGION.

7.2 LEADPOPS AND ITS VENDORS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION THAT THE CONVERSIONPRO™ MORTGAGE MARKETING WEBSITE SERVICES WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT THE CAAS PLATFORM AND CONVERSIONPRO™ MORTGAGE MARKETING WEBSITE SERVICES, INCLUDING THE ACCESS THERETO AND USE THEREOF, WILL BE UNINTERRUPTED, TIMELY, SECURED, ERROR FREE, THAT DATA WON’T BE LOST, THAT DEFECTS WILL BE CORRECTED, OR THAT THE CAAS PLATFORM AND CONVERSIONPRO™ MORTGAGE MARKETING WEBSITE SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL CODE. LEADPOPS AND ITS VENDORS FURTHER DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION, ALTERATION, LOSS, OR OTHER DAMAGES THAT CLIENT MAY SUFFER, THAT ARE BEYOND LEADPOPS’ CONTROL.

7.3 EXCEPT AS EXPRESSLY SET FORTH HEREIN, LEADPOPS DOES NOT WARRANT, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION (I) THAT THE CAAS PLATFORM AND CONVERSIONPRO™ MORTGAGE MARKETING WEBSITE SERVICES (OR ANY PORTION THEREOF) IS COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF CLIENT’S CONTEMPLATED ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS, SOFTWARE OR TOOLS (OR THAT IT WILL REMAIN AS SUCH AT ANY TIME), OR COMPLY WITH ANY LAWS APPLICABLE TO CLIENT; AND/OR (II) REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS THAT CLIENT OBTAIN THROUGH THE CAAS PLATFORM AND CONVERSIONPRO™ MORTGAGE MARKETING WEBSITE SERVICES.

7.4 While LeadPops may collaborate with Client’s personnel and/or third party vendors to resolve issues, LeadPops shall not be responsible or liable for the functionality or support of Client’s business, services, operations, or any warranties provided by the personnel and/or third party vendors to the Client.

7.5 Mutual Warranties. Each Party hereby represents, warrants, and covenants that: (i) it/she/he has the authority and right to enter into this Agreement, and to perform its/her/his obligations under this Agreement; (ii) no consent, approval, or withholding of objection is required from the Parties senior management, any third-party or governmental authority with respect to the entering into or the performance of this Agreement; and (iii) it/she/he shall be solely responsible for complying with all applicable Federal, state, and local laws and regulations that pertain its/his/her business operation(s) within its/his/her specific industry.

7.6 Downtime. Client acknowledges that the CaaS Platform and/or ConversionPro™ Mortgage Marketing Website Services may be temporarily unavailable due to scheduled maintenance or for unscheduled emergency maintenance, conducted either by LeadPops or by third party service providers, or due to other causes beyond LeadPops’ reasonable control. Where reasonably possible, LeadPops shall use reasonable efforts to provide Client with advance written notice via e-mail as pertains to any scheduled service disruption.

LIMITATION OF LIABILITY

8.1 Aggregate Liability. LEADPOPS TOTAL CUMULATIVE LIABILITY TO THE CLIENT FOR ANY CLAIMS (INCLUDING THIRD-PARTY CLAIMS) ARISING FROM, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF LIABILITY (WHETHER IN CONTRACT, NEGLIGENCE, TORT OR OTHER LEGAL THEORY), WILL NOT EXCEED THE SUBSCRIPTION PLAN FEES PAID BY CLIENT TO LEADPOPS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, MINUS ANY AMOUNTS PAID BY THE LIABLE PARTY DURING THAT SAME PERIOD FOR ANY PRIOR LIABILITY.

8.2 No Consequential Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, INDIRECT, RELIANCE OR PUNITIVE DAMAGES, FOR ANY LOSS OF PROFITS (WHETHER DIRECT OR INDIRECT) OR REVENUE (OTHER THAN SUBSCRIPTION PLAN FEES PAYABLE UNDER THIS AGREEMENT), FOR ANY BUSINESS INTERRUPTION OR LOSS OF BUSINESS INFORMATION OR DATA, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE FAILURE OR MALFUNCTION OR ANY DAMAGES WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR NEGLIGENCE OR TORT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED OR IS REASONABLY FORESEEABLE.

INDEMNIFICATION

9.1 LeadPops shall defend, indemnify and hold Client harmless (including by paying external attorneys’ fees and costs/expenses of defense) and pay any settlement to which LeadPops consents in relation to any third party claim to the extent that such third party claim is arising from the Client’s use of the CaaS Platform and/or ConversionPro™ Mortgage Marketing Website Services infringing upon any intellectual property right of such third-party. LeadPops’ defense and payment obligations will not apply, however, if the third party’s intellectual property infringement claim relates to or arises from:

(i) Client’s modification of the ConversionPro™ Mortgage Marketing Website Services other than as agreed under this Agreement;

(ii) Client’s use of the CaaS Platform and/or ConversionPro™ Mortgage Marketing Website Services in combination with any of Client’s or third party’s product, technology, or information not owned or developed by LeadPops;

(iii) Client’s violation of the terms and conditions of this Agreement; or

(iv) LeadPops’ compliance with any Client’s specifications or requirements, including, without limitation, any functional specifications or information provided by Client to LeadPops.

9.2 LeadPops may, in its sole discretion, without liability to Client, in case of third party’s intellectual property infringement or any other type of claim or court order: (i) obtain the necessary rights from such third party, to permit Client to continue to use the ConversionPro™ Mortgage Marketing Website Services; (ii) replace the ConversionPro™ Mortgage Marketing Website Services with a non-infringing equivalent service or product; or (iii) modify the ConversionPro™ Mortgage Marketing Website Services or CaaS Platform to make it non-infringing. As a condition of receiving any of the foregoing remedies, Client must promptly notify LeadPops, as soon as Client becomes aware of any infringement, in writing of the third-party claim, together with the detailed facts, circumstances. Type and nature of the claim and provide reasonable cooperation (at Client’s own expense) and full authority to LeadPops to defend or settle the claim or lawsuit. LeadPops will have no obligation to pay for any settlement or compromise of such third-party claim made without LeadPops’ written consent. The remedies set out in this Section 8 constitute Client’s sole and exclusive remedy and LeadPops’ sole liability with respect to any infringement by LeadPops of any third party’s intellectual property right arising. The aggregate liability for indemnification under this Section 8 shall not, under any circumstances, exceed the aggregate liability provided under Section 7.1 of this Agreement.

9.3 Client shall defend, indemnify and hold LeadPops and its officers, directors, employees, and agents harmless from and against any and all third party claims, actions, liability, expenses (including reasonable attorneys’ fees), costs, or losses arising from:

(i) Client’s Customers Data, content and information, including any Processing by or on behalf of LeadPops in accordance with this Agreement;

(ii) Client’s modification of the ConversionPro™ Mortgage Marketing Website Services;

(iii) Client’s combination, operation or use of the ConversionPro™ Mortgage Marketing Website Services with third-party technology;

(iv) any misuse (including but not limited to unlawful use) of the ConversionPro™ Mortgage Marketing Website Services by Client, and Client’s employees, agents or contactors;

(v) the acts (or any failure to act) of Client or its employees, agents or contractors;

(vi) any breach by Client of its/his/her obligations under this Agreement;

(vii) any violation of the representations and warranties provided by Client under this Agreement;

(viii) any breach of security OR any interruption/termination of the ConversionPro™ Mortgage Marketing Website Services, that is directly related to the design, functionality, performance, or operability of the CaaS Platform and/or ConversionPro™ Mortgage Marketing Website Services; or

(ix) any third-party claim against LeadPops for any breach by Client of applicable data privacy laws and regulations.

TERM, SUSPENSION, TERMINATION AND EXPIRATION

10.1 This Agreement shall commence on the Effective Date and remain in force for a period of twelve (12) months (“Initial Subscription Term”). The Initial Subscription Term shall renew for successive periods of twelve (12) months (each a “Renewal Period”) upon LeadPops’ receiving the full upfront monthly payment from Client for the upcoming subsequent Renewal Period, unless:

(i) either Party notifies the other Party of its intention to terminate this Agreement, in writing, at least thirty (30) calendar days before the end of the Initial Subscription Term or applicable Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

(ii) terminated in accordance with the provisions of this Agreement.

The Initial Subscription Term and each successive Renewal Term shall collectively be referred to as “Subscription Term” under this Agreement.

10.2 Suspension. LeadPops may, in its sole discretion, suspend or temporarily disable Client’s access to and use of the CaaS Platform and ConversionPro™ Mortgage Marketing Website Services if:

(i) Client fails to make payment for the ConversionPro™ Mortgage Marketing Website Services on time with such payment having remained unpaid despite LeadPops sending written notice to Client in order to request payment for such ConversionPro™ Mortgage Marketing Website Services;

(ii) LeadPops suspects Client of partaking in any illegal activity;

(iii) LeadPops reasonably believes that Client has violated the terms of this Agreement; or

(iv) requested by law enforcement authorities or other government agencies.

Client acknowledges and agrees that LeadPops shall not be liable to Client or any third party for any loss or damages caused to Client or any third party as a result of the suspension by LeadPops of the ConversionPro™ Mortgage Marketing Website Services. For the avoidance of doubt, any suspension by LeadPops of the ConversionPro™ Mortgage Marketing Website Services shall not relieve Client from Client’s obligation to make payment of the Subscription Plan Fees.

10.3 Termination for Cause. Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate this Agreement without liability to the other if:

(i) the other Party commits a material breach of any of the terms of this Agreement and (if such breach is remediable) fails to remedy such breach within thirty (30) calendar days of the date upon which the non-breaching Party has been notified in writing of such breach;

(ii) an order is made, or a resolution is passed by any competent authority for the winding up of the other Party, or if circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other Party;

(iii) an order is made by any competent authority for the appointment of an administrator to manage the affairs, business and property of the other Party, or legal documents are filed by a third party with a court of competent jurisdiction for the appointment of an administrator of the other Party;

(iv) a receiver is appointed by an authority of competent jurisdiction, or if any other third party takes possession of or sells the other Party’s assets;

(v) the other Party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way;

(vi) the other Party ceases, or threatens to cease, to trade; or

(vii) the other Party takes any similar action in any jurisdiction as a consequence of the other Party incurring debt.

10.4 Termination for Convenience. LeadPops may terminate this Agreement for any reason or no reason at all, and without liability, by giving Client thirty (30) calendar’s notice. For the avoidance of doubt, any termination for convenience by LeadPops shall not relieve Client of the obligation to pay any Subscription Plan Fees payable to LeadPops for the period prior to the effective date of termination.

10.5 Effect of Termination and Expiration. Client acknowledges that upon the termination or expiration of this Agreement or upon the cancellation of Client’s selected Subscription Plan, Client shall cease to access and use the ConversionPro™ Mortgage Marketing Website Services. Any termination or expiration of this Agreement shall not relieve Client from Client’s obligation to make payment of the Subscription Plan Fees owed up until and including the effective date of termination or expiration.

FORCE MAJEURE

Neither Party shall be liable for, or be considered to be in breach of or in default under this Agreement on account of, any delay or failure to access/use the CaaS Platform and/or ConversionPro™ Mortgage Marketing Website Services, as a result of any cause or condition beyond such Party’s reasonable control, including, but not limited to: fire, explosion, power blackout, terrorism, earthquake, storm, flood, wind, drought or acts of God; epidemic and pandemic, court order; act, delay or failure to act by civil, military or other governmental authority; strike, lockout, labor dispute, riot, insurrection, sabotage or war; failure, interruption or degradation of any telecommunications or transmission lines; unavailability of required parts, materials or other items; acts or omissions of Internet traffic carriers, or act, delay or failure to act by the other Party or any third-party (collectively “Force Majeure Event”); provided that such Party uses reasonable efforts to promptly overcome or mitigate the delay or failure to perform. If one of the causes or conditions listed in this Section 10 delays or prevents a Party’s performance, that Party will promptly notify the other and describe the anticipated duration of the delay or prevention, as well as the steps being taken to overcome or mitigate the delay or failure to perform. For the avoidance of doubt, the occurrence of any Force Majeure Event shall not relieve Client of the obligation to pay any Subscription Plan Fees payable to LeadPops for the period of the Force Majeure Event.

DISPUTE RESOLUTION

Should any dispute arise between the Parties as to the meaning or application of this Agreement, the rights or liabilities of the Parties or otherwise in relation to this Agreement, then (without prejudice to any other express or implied rights or powers) the dispute or claim (“Dispute“) shall be resolved as follows:

(i) A Party must not commence arbitration proceedings relating to a Dispute arising under this Agreement unless it has complied with this Section 11;

(ii) A Party claiming that a Dispute has arisen under this Agreement must give the other Party written notice of the particulars of the Dispute;

(iii) In the event of a Dispute, between the Parties hereto, arising out of the use of the CaaS Platform and/or ConversionPro™ Mortgage Marketing Website Services or in any way relating to this Agreement or any term, condition or provision herein mentioned or the construction or interpretation thereof or otherwise in relation hereto, the Parties hereto will use their reasonable best efforts to resolve any Dispute hereunder through good faith negotiations. A Party hereto must submit a written notice to the other Party, and any such Dispute that cannot be resolved within thirty (30) calendar days of receipt of such notice (or such other period to which the Parties may agree) will be submitted to the American Arbitration Association located in San Diego, California which shall have exclusive jurisdiction to adjudicate any Dispute arising out of or relating to this Agreement.

GOVERNING LAW AND JURISDICTION

13.1 This Agreement, and any Dispute arising out of or in connection with the Agreement, its subject matter or its formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws of the state of California (USA). The Parties irrevocably submit to the exclusive jurisdiction of the American Arbitration Association located in San Diego, California. The decisions of the American Arbitration Association shall settle any Dispute which may arise out of or in connection with this Agreement.

13.2 In no event shall any claim, action or proceeding, in relation to Client’s access to and use of the CaaS Platform and/or ConversionPro™ Mortgage Marketing Website Services be instituted by Client against LeadPops more than one (1) year after the cause of action arose.

Schedule A

ConversionPro™ Mortgage Marketing Website Service(s) Description

The following elements/functionalities are included in the ConversionPro™ Mortgage Marketing Website Service(s):

selection of LeadPops themes;
256-bit ssl;
mobile responsive;
75+ built-in lead generation funnels;
Selection of templates from LeadPops’ gallery;
custom background image;
custom logo, colors, and fonts;
secure mini-1003 (or Client’s own link);
custom “about” section (i.e. Client’s bio and photo);
20+ provided lead generation content pages;
access to customizable content pages;
social media icons and links;
compliance information;
Americans with Disabilities Act Standards for Accessible Design (ADA) accessibility plugin;
customer reviews section;
google maps location;
customizable login access to Client’s website;
private and secure enterprise hosting;
regular website backups; and
technical support service of 30 minutes per month.

Schedule B

ConversionPro™ Website Lead Funnels Subscription Services

CAAS PLATFORM AND CONVERSIONPRO™ WEBSITE SERVICE

1.1 CaaS Platform License Grant. LeadPops hereby grants Client with a non-exclusive, limited, non-transferable, non-sublicensable license to access and use the CaaS Platform and ConversionPro™ Website Services (defined below) for:

(iii) Client’s internal business purposes; and

(iv) the Subscription Term (defined below) or applicable duration as agreed by the Parties.

1.2 Client acknowledges, understands and agrees that:

(iii) LeadPops reserves the right to determine in LeadPops’ sole and exclusive discretion, the final design, layout, content, domain, hosting and functionality of the CaaS Platform, which is subject to change from time to time without notice and without liability. As such, LeadPops may modify the systems and environment used to deliver the Conversion Pro Website Services (defined below);

(iv) the CaaS Platform is provided to Client on an “as-is” and “as available” basis. LeadPops may, from time to time and without giving any reason or prior notice to Client, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the CaaS Platform and shall not be liable if any such upgrade, modification, suspension or removal prevents Client from accessing the CaaS Platform.

1.3 ConversionPro™ Website Services. LeadPops currently provides Client, through the CaaS Platform, with

(iii) lead funnels which is a plug and play software solution aimed at promoting a client’s brand thereby converting marketing leads/traffic (i.e. potential clients) into paying clients; and

(iv) access to LeadPops ConversionPro™ website which is optimized for lead generation, and includes (a) multiple lead funnel conversion touchpoints built in to the ConversionPro™ website; and (b) other benefits as more fully described under Schedule A (ConversionPro™ Website Services Description) of this Agreement,

(collectively the “ConversionPro™ Website Service(s)”).

1.4 Client acknowledges and understands that the ConversionPro™ Website Service(s) will not include the following additional services offered by LeadPops via the CaaS Platform: Do It For Me Facebook Ads, Do It for Me Google Ads, Reputation Management (driving reviews and listings/citations), ConversionPro™ Blog, Reviewability and Originator Everywhere (Google Banner Ads) services.

1.7 Client acknowledges, understands and agrees that LeadPops shall have the sole discretion to determine the manner in which the ConversionPro™ Website Services is provided/delivered to Client, including but not limited to defining and using the technical process, practices, tools, coding, resources, third party contractors, service providers and software to be used for the provision of such ConversionPro™ Website Services to Client.

1.8 Client further acknowledges, understands and agrees that LeadPops may, in its sole discretion, make modifications, updates and upgrades to the ConversionPro™ Website Services in order to comply with applicable law or if LeadPops deems such modifications, updates and upgrades necessary or useful to maintain or enhance the (i) quality or delivery of the ConversionPro™ Website Services; (ii) competitive strength of or market for LeadPops ConversionPro™ Website Services; and (iii) performance and cost effectiveness of the ConversionPro™ Website Services.

1.9 Client acknowledges that LeadPops may change, suspend or discontinue any or all of the ConversionPro™ Website Services, at its sole discretion at any time, without notice and for any or no reason.

1.10 Support Services. LeadPops shall provide Client with support services via telephone and email, between Monday to Friday from 07h00am to 16h00pm, in order to address any queries, concerns, or technical issues Client may have pertaining to the ConversionPro™ Website Services as well as to any payment/account issue. LeadPops shall endeavour to resolve any queries and concerns Client may have within seven (7) business days from the date you first logged the issue with us.

RESPONSIBILITIES OF THE PARTIES

2.1 Client’s Responsibilities. Subject to the terms and conditions of this Agreement and, Client agrees to:

(xi) access the CaaS Platform and use the ConversionPro™ Website Services in accordance with this Agreement;

(xii) complete and submit LeadPops checklist, as well as provide any other information as is requested by LeadPops and/or used for the provision of ConversionPro™ Website Services;

(xiii) secure Client’s own domain to host Client’s customized ConversionPro™ website;

(xiv) review and confirm, via email to LeadPops, the contents of Client’s customized ConversionPro™ website, prior to such customized ConversionPro™ website going live;

(xv) provide LeadPops with accurate and complete content and information, so as to assist LeadPops to successfully perform the ConversionPro™ Website Services under this Agreement. If any of Client’s content and information is incorrect and/or incomplete, Client shall be liable for any and all delays and/or additional fees that may arise from the ConversionPro™ Website Services as a consequence of Client’s content and information being incorrect and/or incomplete;

(xvi) obtain and maintain all necessary licences, approvals and consents and comply with all relevant legislation in relation to the ConversionPro™ Website Services;

(xvii) provide LeadPops with the authority to use any and all information provided by Client to formulate and implement Client’s brand message.

(xviii) approve all the ConversionPro™ Website Services prior to delivery of Client’s completed customized ConversionPro™ website; and

(xix) ensure compliance with all applicable local laws and regulations.

2.2 Client acknowledges and agrees that LeadPops shall not be held liable for any and all non-delivery of the ConversionPro™ Website Services as a result of insufficient content/information and lack of approval.

2.3 Client acknowledges and agrees that all ConversionPro™ Website Services that have been delivered to Client shall be considered as accepted on the date of delivery of Client’s customized ConversionPro™ website.

2.4 Data Protection. Any and all identifying information regarding Client’s customer’s (including but not limited to personal names, phone numbers, addresses and email addresses or other identifying information) provided by Client to LeadPops (“Client’s Customers Data”) in relation to the ConversionPro™ Website Services will be deemed to be the Confidential Information (defined below) of Client and subject to Section 6 (Confidentiality) of this Agreement. Client agrees to grant LeadPops the limited and restricted right to use Client’s Customers Data solely in connection with the provision of the ConversionPro™ Website Services. As such, Client hereby agrees to indemnify and hold LeadPops harmless of and from any and all claims, suits, judgements or proceedings arising from any claim (i) that Client’s Customers Data or other customer’s information has been collected, distributed, or otherwise used by LeadPops in a manner that violates the customer’s privacy rights and/or data protection legislation or (ii) related to the Processing (defined below) of Client’s Customers Data by or on behalf of LeadPops in accordance with this Agreement. For purposes of this Agreement “Processing” means to take any action or perform any operation or set of operations that the CaaS Platform or ConversionPro™ Website Services are capable of taking or performing on any data, information, or other content.

2.5 Each Party undertakes to not take any action that will or is reasonably likely to have a material negative impact on the reputation and/or goodwill of the other Party.

2.6 Client agrees that LeadPops, as a third party intermediary, is not a party to any activity, content, transaction and related dispute between Client and a customer.

2.7 Restrictions. Client shall not:

(vi) license, sublicense, sell, resell, rent, lease, transfer, distribute or otherwise similarly exploit the ConversionPro™ Website Services or CaaS Platform,

(vii) use or permit others to use any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the CaaS Platform,

(viii) copy, create a derivative work of reverse engineer, reverse assemble, disassemble, or decompile the ConversionPro™ Website Services, or any part thereof or otherwise attempt to discover any source code or modify the CaaS Platform or ConversionPro™ Website Services, and

(ix) create a competitive offering based on the ConversionPro™ Website Services.

2.8 LeadPops’ Responsibilities. Subject to the terms and condition of this Agreement, LeadPops agrees to provide Client with access to the CaaS Platform, ConversionPro™ Website Services in accordance with the terms and conditions of this Agreement. LeadPops reserves the right to deny Client access to the CaaS Platform, ConversionPro™ Website Services, at any time, if LeadPops deems, in its sole discretion, that Client is not complying with this Agreement or to protect LeadPops’ rights, property, and interests.

2.9 LeadPops cannot guarantee that the ConversionPro™ Website Services will generate a profit or a return on investment or positive feedback for the Client or that the ConversionPro™ Website Services will be error-free. LeadPops cannot therefore be liable to Client or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the ConversionPro™ Website Services.

SUBSCRIPTION PLANS, SUBSCRIPTION PLAN FEES, PAYMENT AND TAXES

3.1 Subscription Plans. LeadPops currently offers Clients with several subscription plan options on the CaaS Platform, that enables Client to use the ConversionPro™ Website Services (“Subscription Plan(s)”). Each Subscription Plan shall (i) include restrictions and requirements that outline the features of the Subscription Plan, and (ii) reference the applicable fee. The features of each Subscription Plan shall be further detailed on the LeadPops website located at www.leadpops.com.

3.2 The fees, and any associated setup fees, corresponding to Client’s selected Subscription Plan (“Subscription Plan Fee(s)”), to be paid by Client to LeadPops in consideration of Client’s access to and use of the CaaS Platform and ConversionPro™ Website Services shall be stated on the applicable invoice.

3.3 Client acknowledges and agrees that the fees corresponding to Client’s selected paid Subscription Plan and ConversionPro™ Website Services shall be (i) quoted and payable in U.S. Dollars (USD); (ii) paid by Client on time; and (iii) strictly non-refundable.

3.4 Client will be billed on a monthly basis (“Billing Cycle(s)”). Billing Cycles may be set on a monthly basis.

3.5 Payment of Client’s selected Subscription Plan Fees shall be made by Client to LeadPops via credit or debit card.

3.6 LeadPops may in its sole discretion and at any time, modify the Subscription Plan Fees. Any Subscription Plan Fee change will become effective at the end of the then-current annual Billing Cycle. LeadPops shall provide Client with reasonable prior notice of at least thirty (30) calendar days prior to effectively implementing any change in Subscription Plan Fees in order to give Client the opportunity to cancel (in accordance with Section 10 of this Agreement) Client’s Subscription Plan before such change becomes effective. Client’s continued use of the ConversionPro™ Website Services after the Subscription Plan Fee change has come into effect shall constitute Client’s agreement to pay the modified Subscription Plan Fee.

3.7 Client agrees to notify LeadPops of any billing queries and/or errors within thirty (30) calendar days after receipt by Client of any invoice (submitted/sent by LeadPops to Client hereunder). Should Client not notify LeadPops of any billing queries and/or errors within such time period, this absence of notification on Client’s part shall be deemed to constitute Client’s waiver of Client’s right to dispute such queries and errors following the expiration of such thirty (30) calendar day period. Client acknowledges, understands and agrees that LeadPops reserves the right to correct any errors in the Subscription Plan Fees or other related fees, previously quoted by LeadPops to Client and for which LeadPops received payment from Client, (i) by correcting such error in the Subscription Plan Fees or other related fees, or (ii) by issuing a credit note or corrected invoice to Client.

3.8 LeadPops does not guarantee that the Subscription Plan offered on the CaaS Platform and the respective ConversionPro™ Website Services will be offered indefinitely and reserves the right, at its sole discretion, to (i) change the Subscription Plan Fees, Billing Cycle and payment terms, and (ii) alter the offerings, features, content and options associated with any particular Subscription Plan.

3.9 Client acknowledges and agrees that LeadPops may, from time to time, add additional features or functionalities to the CaaS Platform and ConversionPro™ Website Services. As such, Client’s access to and use of any additional features and functionalities to the CaaS Platform and ConversionPro™ Website Services may require the payment of additional fees by Client.

3.10 Taxes. Unless stated otherwise, all Subscription Plan Fees, owed to LeadPops by Client in consideration of Client’s access to and use of the CaaS Platform and ConversionPro™ Website Services, shall be exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, whether disputed or not, including any value-added, sales, use or withholding taxes, assessable by any jurisdiction (“Taxes”). Client shall be responsible for the payment of any and all Taxes (except for those based on LeadPops’ income) associated with Client’s subscription to the ConversionPro™ Website Services. Client hereby indemnifies and holds LeadPops harmless from the payment of any Taxes and costs associated with the collection or withholding thereof, including penalties and interest. If LeadPops is under a legal obligation to pay or collect Taxes for which Client is responsible, the applicable amount shall be invoiced (by LeadPops) to and paid by Client unless Client provides LeadPops with a valid tax exemption certificate from the applicable taxing authority.

PROPRIETARY RIGHTS

4.1 LeadPops and/or its licensors own and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights and other intellectual property rights), in the CaaS Platform, domain names, and to its pre-existing technology, products, ConversionPro™ Website Services, and all modifications, enhancements and derivative works thereof. All the visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, ConversionPro™ Website Services, images, and all other elements contained on LeadPops’ CaaS Platform, are the sole and exclusive property of LeadPops and/or its licensors.

4.2 Client shall not remove or alter any copyright notices or other proprietary rights notices placed on or embedded in the ConversionPro™ Website Services. Client shall immediately notify LeadPops of any infringing copy or reproduction of the ConversionPro™ Website Services, and Client shall not distribute or assist in distributing such infringing copy or reproduction. Client shall take all reasonable steps as requested by LeadPops to protect LeadPops’ intellectual property rights in the ConversionPro™ Website Services including but not limited to copyrights, patent rights, trademarks and trade secrets.

4.4 LeadPops Feedback. Client grants LeadPops a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into LeadPops’ ConversionPro™ Website Services any suggestions, enhancement requests, recommendations or other feedback provided by Client relating to the operation of the ConversionPro™ Website Services.

TRADEMARKS

5.2 Client hereby grants to LeadPops a non-exclusive, non-transferable license to use Client’s trademarks for the purposes of promoting and marketing the ConversionPro™ Website Services, and in accordance with Client’s trademark guidelines. Client and/or its licensors retain all right, title and interest in the Client’s trademarks, all derivative works of the Client’s trademarks and all proprietary rights in Client’s trademarks, both during and after termination of this Agreement.

CONFIDENTIALITY

(v) business records and plans, user or client feedback, and online accounts;

(vi) form of scientific, technical or data information, CaaS Platform, identification, passwords, technical and business information relating to disclosing Party’s proprietary ideas, software, business or otherwise;

(vii) concepts, reports, data, knowledge, works in progress, information, trade secrets, trademarks, patentable ideas, copyrights, existing and/or contemplated products and services, development tools, specifications, software, maps, drawings, source code, object codes, flow charts, databases, inventions, CaaS Platform content, designs, logos, brochures, images schematics, research and development;

(viii) form of financial information, production, costs, profit and margin information, finances and financial projections, list or information about users, vendors, Clients, business partners, business associates, customers or clients, marketing information, sales leads, strategic alliances, partners, and current or future business plans and models; and

(vi) personal identifiable information including but not limited to the name, contact details, address, date of birth, personal preferences, etc. related to any customers, employees, contractors, users or any other person whosoever.

6.6 The Parties’ obligations arising under this Section 6 (Confidentiality) shall (i) survive the termination or expiration of this Agreement and (ii) remain indefinitely in force after the termination or expiration of this Agreement.

WARRANTY AND DISCLAIMER

7.1 THE CONVERSIONPRO™ WEBSITE SERVICES PROVIDED BY LEADPOPS UNDER THIS AGREEMENT SHALL BE PERFORMED IN A TIMELY AND PROFESSIONAL MANNER BY QUALIFIED PERSONNEL AND SHALL CONFORM TO THE STANDARDS GENERALLY OBSERVED IN THE INDUSTRY FOR SIMILAR SERVICES AT THE TIME SUCH CONVERSIONPRO™ WEBSITE SERVICES ARE RENDERED.

7.2 DISCLAIMER. THE CONVERSIONPRO™ WEBSITE SERVICES PROVIDED BY LEADPOPS UNDER THIS AGREEMENT, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF LEADPOPS ARE PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. LEADPOPS DOES NOT MAKE ANY OTHER REPRESENTATIONS, WARRANTIES OR COVENANTS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE CAAS PLATFORM AND CONVERSIONPRO™ WEBSITE SERVICES, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF LEADPOPS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF CONDITION, MERCHANTABILITY, TIMELINESS, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, OR NON INFRINGEMENT AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. LEADPOPS DOES NOT WARRANT THAT THE CAAS PLATFORM AND CONVERSIONPRO™ WEBSITE SERVICES, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF LEADPOPS UNDER THIS AGREEMENT ARE FREE FROM BUGS, VIRUSES, HARMFUL COMPONENTS, ERRORS, OR DEFECTS, OR THAT THE OPERATION OF ANY OF THE FOREGOING WILL BE SECURE OR UNINTERRUPTED, NOR DOES LEADPOPS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CAAS PLATFORM AND CONVERSIONPRO™ WEBSITE SERVICES. CLIENT SHALL NOT HAVE THE RIGHT TO PASS ON ANY REPRESENTATION OR WARRANTY OF LEADPOPS TO ANY THIRD-PARTY OR END USER, NOR DOES LEADPOPS PROMISE TO BACKUP ANY OF CLIENT’S DATA. CLIENT ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF PRIVACY, CONFIDENTIAL INFORMATION AND PROPERTY. LEADPOPS SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATION OR WARRANTY, ORAL OR IN WRITING, CONCERNING THE VIABILITY, ENFORCEABILITY, OR COMPLIANCE WITH APPLICABLE LAWS IN RELATION TO THE CONVERSIONPRO™ WEBSITE SERVICES AND THE USE BY CLIENT OF THE CAAS PLATFORM IN A PARTICULAR COUNTRY, TERRITORY, OR REGION.

7.3 LEADPOPS AND ITS VENDORS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION THAT THE CONVERSIONPRO™ WEBSITE SERVICES WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT THE CAAS PLATFORM AND CONVERSIONPRO™ WEBSITE SERVICES, INCLUDING THE ACCESS THERETO AND USE THEREOF, WILL BE UNINTERRUPTED, TIMELY, SECURED, ERROR FREE, THAT DATA WON’T BE LOST, THAT DEFECTS WILL BE CORRECTED, OR THAT THE CAAS PLATFORM AND CONVERSIONPRO™ WEBSITE SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL CODE. LEADPOPS AND ITS VENDORS FURTHER DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION, ALTERATION, LOSS, OR OTHER DAMAGES THAT CLIENT MAY SUFFER, THAT ARE BEYOND LEADPOPS’ CONTROL.

7.4 EXCEPT AS EXPRESSLY SET FORTH HEREIN, LEADPOPS DOES NOT WARRANT, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION (I) THAT THE CAAS PLATFORM AND CONVERSIONPRO™ WEBSITE SERVICES (OR ANY PORTION THEREOF) IS COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF CLIENT’S CONTEMPLATED ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS, SOFTWARE OR TOOLS (OR THAT IT WILL REMAIN AS SUCH AT ANY TIME), OR COMPLY WITH ANY LAWS APPLICABLE TO CLIENT; AND/OR (II) REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS THAT CLIENT OBTAIN THROUGH THE CAAS PLATFORM AND CONVERSIONPRO™ WEBSITE SERVICES.

7.5 While LeadPops may collaborate with Client’s personnel and/or third party vendors to resolve issues, LeadPops shall not be responsible or liable for the functionality or support of Client’s business, services, operations, or any warranties provided by the personnel and/or third party vendors to the Client.

7.6 Mutual Warranties. Each Party hereby represents, warrants, and covenants that: (i) it/she/he has the authority and right to enter into this Agreement, and to perform its/her/his obligations under this Agreement; (ii) no consent, approval, or withholding of objection is required from the Parties senior management, any third-party or governmental authority with respect to the entering into or the performance of this Agreement; and (iii) it/she/he shall be solely responsible for complying with all applicable Federal, state, and local laws and regulations that pertain its/his/her business operation(s) within its/his/her specific industry.

7.7 Downtime. Client acknowledges that the CaaS Platform and/or ConversionPro™ Website Services may be temporarily unavailable due to scheduled maintenance or for unscheduled emergency maintenance, conducted either by LeadPops or by third party service providers, or due to other causes beyond LeadPops’ reasonable control. Where reasonably possible, LeadPops shall use reasonable efforts to provide Client with advance written notice via e-mail as pertains to any scheduled service disruption.

LIMITATION OF LIABILITY

8.1 Aggregate Liability. NEITHER PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER FOR ANY CLAIMS (INCLUDING THIRD-PARTY CLAIMS) ARISING FROM, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF LIABILITY (WHETHER IN CONTRACT, NEGLIGENCE, TORT OR OTHER LEGAL THEORY), WILL EXCEED THE SUBSCRIPTION PLAN FEES PAID BY CLIENT TO LEADPOPS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, MINUS ANY AMOUNTS PAID BY THE LIABLE PARTY DURING THAT SAME PERIOD FOR ANY PRIOR LIABILITY.

INDEMNIFICATION

9.1 LeadPops shall defend, indemnify and hold Client harmless (including by paying external attorneys’ fees and costs/expenses of defense) and pay any settlement to which LeadPops consents in relation to any third party claim to the extent that such third party claim is arising from the Client’s use of the CaaS Platform and/or ConversionPro™ Website Services infringing upon any intellectual property right of such third-party. LeadPops’ defense and payment obligations will not apply, however, if the third party’s intellectual property infringement claim relates to or arises from:

(v) Client’s modification of the ConversionPro™ Website Services other than as agreed under this Agreement;

(vi) Client’s use of the CaaS Platform and/or ConversionPro™ Website Services in combination with any of Client’s or third party’s product, technology, or information not owned or developed by LeadPops;

(vii) Client’s violation of the terms and conditions of this Agreement; or

(viii) LeadPops’ compliance with any Client’s specifications or requirements, including, without limitation, any functional specifications or information provided by Client to LeadPops.

9.2 LeadPops may, in its sole discretion, without liability to Client, in case of third party’s intellectual property infringement or any other type of claim or court order: (i) obtain the necessary rights from such third party, to permit Client to continue to use the ConversionPro™ Website Services; (ii) replace the ConversionPro™ Website Services with a non-infringing equivalent service or product; or (iii) modify the ConversionPro™ Website Services or CaaS Platform to make it non-infringing. As a condition of receiving any of the foregoing remedies, Client must promptly notify LeadPops, as soon as Client becomes aware of any infringement, in writing of the third-party claim, together with the detailed facts, circumstances. Type and nature of the claim and provide reasonable cooperation (at Client’s own expense) and full authority to LeadPops to defend or settle the claim or lawsuit. LeadPops will have no obligation to pay for any settlement or compromise of such third-party claim made without LeadPops’ written consent. The remedies set out in this Section 9 constitute Client’s sole and exclusive remedy and LeadPops’ sole liability with respect to any infringement by LeadPops of any third party’s intellectual property right arising. The aggregate liability for indemnification under this Section 9 shall not, under any circumstances, exceed the aggregate liability provided under Section 8.1 of this Agreement.

(x) Client’s Customers Data, content and information, including any Processing by or on behalf of LeadPops in accordance with this Agreement;

(xi) Client’s modification of the ConversionPro™ Website Services;

(xii) Client’s combination, operation or use of the ConversionPro™ Website Services with third-party technology;

(xiii) any misuse (including but not limited to unlawful use) of the ConversionPro™ Website Services by Client, and Client’s employees, agents or contactors;

(xiv) the acts (or any failure to act) of Client or its employees, agents or contractors;

(xv) any breach by Client of its/his/her obligations under this Agreement;

(xvi) any violation of the representations and warranties provided by Client under this Agreement;

(xvii) any breach of security OR any interruption/termination of the ConversionPro™ Website Services, that is directly related to the design, functionality, performance, or operability of the CaaS Platform and/or ConversionPro™ Website Services; or

(xviii) any third-party claim against LeadPops for any breach by Client of applicable data privacy laws and regulations.

TERM, SUSPENSION, TERMINATION AND EXPIRATION

(iii) either Party notifies the other Party of its intention to terminate this Agreement, in writing, at least thirty (30) calendar days before the end of the Initial Subscription Term or applicable Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

(iv) terminated in accordance with the provisions of this Agreement.

The Initial Subscription Term and each successive Renewal Term shall collectively be referred to as “Subscription Term” under this Agreement.

10.2 Suspension. LeadPops may, in its sole discretion, suspend or temporarily disable Client’s access to and use of the CaaS Platform and ConversionPro™ Website Services if:

(v) Client fails to make payment for the ConversionPro™ Website Services on time with such payment having remained unpaid despite LeadPops sending written notice to Client in order to request payment for such ConversionPro™ Website Services;

(vi) LeadPops suspects Client of partaking in any illegal activity;

(vii) LeadPops reasonably believes that Client has violated the terms of this Agreement; or

(viii) requested by law enforcement authorities or other government agencies.

Client acknowledges and agrees that LeadPops shall not be liable to Client or any third party for any loss or damages caused to Client or any third party as a result of the suspension by LeadPops of the ConversionPro™ Website Services. For the avoidance of doubt, any suspension by LeadPops of the ConversionPro™ Website Services shall not relieve Client from Client’s obligation to make payment of the Subscription Plan Fees.

10.3 Termination for Cause. Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate this Agreement without liability to the other if:

(viii) the other Party commits a material breach of any of the terms of this Agreement and (if such breach is remediable) fails to remedy such breach within thirty (30) calendar days of the date upon which the non-breaching Party has been notified in writing of such breach;

(ix) an order is made, or a resolution is passed by any competent authority for the winding up of the other Party, or if circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other Party;

(x) an order is made by any competent authority for the appointment of an administrator to manage the affairs, business and property of the other Party, or legal documents are filed by a third party with a court of competent jurisdiction for the appointment of an administrator of the other Party;

(xi) a receiver is appointed by an authority of competent jurisdiction, or if any other third party takes possession of or sells the other Party’s assets;

(xii) the other Party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way;

(xiii) the other Party ceases, or threatens to cease, to trade; or

(xiv) the other Party takes any similar action in any jurisdiction as a consequence of the other Party incurring debt.

10.4 Termination for Convenience. LeadPops may terminate this Agreement for any reason or no reason at all, and without liability, by giving Client thirty (30) calendar’s notice. For the avoidance of doubt, any termination for convenience by LeadPops shall not relieve Client of the obligation to pay any fees payable to LeadPops for the period prior to the effective date of termination.

10.5 Effect of Termination and Expiration. Client acknowledges that upon the termination or expiration of this Agreement or upon the cancellation of Client’s selected Subscription Plan, Client shall cease to access and use the ConversionPro™ Website Services. Any termination or expiration of this Agreement shall not relieve Client from Client’s obligation to make payment of the Subscription Plan Fees owed up until and including the effective date of termination or expiration.

FORCE MAJEURE

Neither Party shall be liable for, or be considered to be in breach of or in default under this Agreement on account of, any delay or failure to access/use the CaaS Platform and/or ConversionPro™ Website Services, as a result of any cause or condition beyond such Party’s reasonable control, including, but not limited to: fire, explosion, power blackout, terrorism, earthquake, storm, flood, wind, drought or acts of God; epidemic and pandemic, court order; act, delay or failure to act by civil, military or other governmental authority; strike, lockout, labor dispute, riot, insurrection, sabotage or war; failure, interruption or degradation of any telecommunications or transmission lines; unavailability of required parts, materials or other items; acts or omissions of Internet traffic carriers, or act, delay or failure to act by the other Party or any third-party; provided that such Party uses reasonable efforts to promptly overcome or mitigate the delay or failure to perform. If one of the causes or conditions listed in this Section 11 delays or prevents a Party’s performance, that Party will promptly notify the other and describe the anticipated duration of the delay or prevention, as well as the steps being taken to overcome or mitigate the delay or failure to perform.

DISPUTE RESOLUTION

(iv) A Party must not commence arbitration or court proceedings (except proceedings seeking interlocutory relief) relating to a Dispute arising under this Agreement unless it has complied with this Section 12;

(v) A Party claiming that a Dispute has arisen under this Agreement must give the other Party written notice of the particulars of the Dispute;

(vi) In the event of a Dispute, between the Parties hereto, arising out of the use of the CaaS Platform and/or ConversionPro™ Website Services, or in any way relating to this Agreement or any term, condition or provision herein mentioned or the construction or interpretation thereof or otherwise in relation hereto, the Parties hereto will use their reasonable best efforts to resolve any Dispute hereunder through good faith negotiations. A Party hereto must submit a written notice to the other Party, and any such Dispute that cannot be resolved within thirty (30) calendar days of receipt of such notice (or such other period to which the Parties may agree) will be submitted to the courts located in San Diego County, California which shall have exclusive jurisdiction to adjudicate any Dispute arising out of or relating to this Agreement. Each Party hereby consents to the exclusive jurisdiction of such courts.

GOVERNING LAW AND JURISDICTION

13.1 This Agreement, and any Dispute arising out of or in connection with the Agreement, its subject matter or its formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws of the state of California (USA). The Parties irrevocably submit to the exclusive jurisdiction of the courts located in San Diego County, California. The decisions of such courts shall settle any Dispute which may arise out of or in connection with this Agreement.

13.2 In no event shall any claim, action or proceeding, in relation to Client’s access to and use of the CaaS Platform and/or ConversionPro™ Website Services be instituted by Client against LeadPops more than one (1) year after the cause of action arose.

GENERAL PROVISIONS

14.1 Non-Exclusivity. The Parties’ respective obligations under this Agreement are non-exclusive and nothing herein is intended to restrict Client from accessing or using any other third-party’s products or services, even if such products or services are similar to the ConversionPro™ Website Services, provided by LeadPops hereunder.

Schedule A

ConversionPro™ Website Service(s) Description

The following elements/functionalities are included in the ConversionPro™ Website Service(s):

selection of LeadPops themes;
256-bit ssl;
mobile responsive;
75+ built-in lead funnels;
Selection of templates;
custom background image;
custom logo, colors, and fonts;
secure mini-1003 (or Client’s own link);
custom “about” section (i.e. Client’s bio and photo);
20+ provided lead generation content pages;
access to customizable content pages;
social media icons and links;
compliance information;
Americans with Disabilities Act Standards for Accessible Design (ADA) accessibility plugin;
customer reviews section;
google maps location;
customizable login access;
private and secure enterprise hosting;
regular website backups; and
technical support service of 30 minutes per month.

Schedule C

Local Growth Bundle Subscription Services

CAAS PLATFORM AND LOCAL GROWTH SERVICES

(v) Client’s internal business purposes; and

(vi) the Subscription Term (defined below) or applicable duration as agreed by the Parties.

1.2 Client acknowledges, understands and agrees that:

(v) LeadPops reserves the right to determine in LeadPops’ sole and exclusive discretion, the final design, layout, content, domain, hosting and functionality of the CaaS Platform, which is subject to change from time to time without notice and without liability. As such, LeadPops may modify the systems and environment used to deliver the Local Growth Services (defined below);

(vi) the CaaS Platform is provided to Client on an “as-is” and “as available” basis. LeadPops may, from time to time and without giving any reason or prior notice to Client, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the CaaS Platform and shall not be liable if any such upgrade, modification, suspension or removal prevents Client from accessing the CaaS Platform.

1.3 Local Growth Services. LeadPops currently provides Client, through the CaaS Platform, with access to LeadPops ConversionPro™ Website & Lead Funnels, Local SEO Reputation Management and Listings & Citations, Do-It-For-Me Hyperlocal Google Ads, ConversionPro™ Blog and Originator Everywhere (Google Banner Ads) Services (collectively the “Local Growth Service(s)”). The Local Growth Services provides Client with:

(v) lead funnels which is a plug and play software solution aimed at promoting a client’s brand thereby converting marketing leads/traffic (i.e. potential clients) into paying clients;

(vi) access to LeadPops ConversionPro™ website which is optimized for lead generation, and includes (a) multiple lead funnel conversion touchpoints built in to the ConversionPro™ website;

(vii) the ability to leverage and promote positive reviews to ensure Client’s website is more visible on Google’s local search engine, and thereby increasing the number of leads/traffic to Clients website;

(viii) the ability to improve the Client’s online credibility and ranking;

(ix) the placement and running of ads through Google so as to target and attract marketing leads/traffic (i.e. potential clients) and improve Client’s brand awareness;

(x) access to LeadPops Do-It-For-Me Hyperlocal Google Ads campaign which is built, managed and optimized by LeadPops client success manager team;

(xi) the creation and edification of professionally written, ever-green, mortgage relevant content/blogs which are posted on Client’s ConversionPro™ Website so as to generate, target and attract marketing leads/traffic (i.e. potential clients) and improve Client’s brand awareness;

(xii) the posting of one (1) high-quality conversion rate optimized blog, per month for the duration of Client’s selected Subscription Plan (defined below) term, by LeadPops client success manager team;

(xiii) the creation and management of banner ads, by LeadPops team members;

(xiv) the placement and running of banner ads on third party websites, through the Google Display Network, so as to target and attract marketing leads/traffic (i.e. potential clients) and improve Client’s brand awareness; and

(xv) other benefits as more fully described under Schedule A (Local Growth Services Description) of this Agreement,

1.4 For the avoidance of doubt, the ConversionPro™ Blog Services is available only to clients who have subscribed to LeadPops ConversionPro™ Website Services, and the content /topic of the blog to be posted on Client’s ConversionPro™ Website shall be determined solely by LeadPops.

1.5 Client acknowledges and understands that the Local Growth Service(s) will not include the following additional services offered by LeadPops via the CaaS Platform: Do-It-For-Me Facebook Ads and Reviewability services.

1.6 Subject to the terms and conditions of this Agreement, LeadPops shall use commercially reasonable efforts to provide Client with access to and use of the CaaS Platform, and/or Local Growth Services.

1.7 Client agrees to comply with the terms and conditions of this Agreement, LeadPops website terms of service (https://leadpops.com/terms-of-service/) and any other applicable terms as pertains to the provision, by LeadPops, of the Local Growth Services.

1.8 Client acknowledges, understands and agrees that LeadPops shall have the sole discretion to determine the manner in which the Local Growth Services is provided/delivered to Client, including but not limited to defining and using the technical process, practices, tools, coding, resources, third party contractors, service providers and software to be used for the provision of such Local Growth Services to Client.

1.9 Client further acknowledges, understands and agrees that LeadPops may, in its sole discretion, make modifications, updates and upgrades to the Local Growth Services in order to comply with applicable law or if LeadPops deems such modifications, updates and upgrades necessary or useful to maintain or enhance the (i) quality or delivery of the Local Growth Services; (ii) competitive strength of or market for LeadPops Local Growth Services; and (iii) performance and cost effectiveness of the Local Growth Services.

1.10 Client acknowledges that LeadPops may change, suspend or discontinue any or all of the Local Growth Services, at its sole discretion at any time, without notice and for any or no reason.

1.11 Support Services. LeadPops shall provide Client with support services via telephone and email, between Monday to Friday from 07h00am to 16h00pm PST, in order to address any queries, concerns, or technical issues Client may have pertaining to the Local Growth Services as well as to any payment/account issue. LeadPops shall endeavour to resolve any queries and concerns Client may have within seven (7) business days from the date you first logged the issue with us.

RESPONSIBILITIES OF THE PARTIES

2.1 Client’s Responsibilities. Subject to the terms and conditions of this Agreement and, Client agrees to:

(xx) access the CaaS Platform and use the Local Growth Services in accordance with this Agreement;

(xxi) complete and submit LeadPops checklist, as well as provide any other information as is requested by LeadPops and/or used for the provision of the Local Growth Services;

(xxii) secure Client’s own domain to host Client’s customized ConversionPro™ website;

(xxiii) review and confirm, via email to LeadPops, the contents of Client’s customized ConversionPro™ website, prior to such customized ConversionPro™ website going live;

(xxiv) approve all relevant Local Growth Services prior to delivery of Client’s completed customized ConversionPro™ website;

(xxv) provide LeadPops with a list of customers (including but not limited to the customers, full name, phone number, address, and respective email address) that the Client wishes for LeadPops to contact. Such customer information shall be sent by Client to LeadPops via email and in CSV format;

(xxvi) provide LeadPops with accurate and complete content and information (including but not limited to the specific locations Client would prefer to run the Google ads, dedicated monthly ad spend, and type of banner ad), so as to assist LeadPops to successfully perform the Local Growth Services under this Agreement. If any of Client’s content and information is incorrect and/or incomplete, Client shall be liable for any and all delays and/or additional fees that may arise from the Local Growth Services as a consequence of Client’s content and information being incorrect and/or incomplete;

(xxvii) attend all meetings and participate in check-in calls with the client success manager as appointed/assigned by LeadPops to Client’s account;

(xxviii) follow the advice and guidance provided by LeadPops client success manager in relation to the use of the Local Growth Services;

(xxix) obtain and maintain all necessary licences, approvals and consents and comply with all relevant legislation, including data protection legislation, in relation to the Local Growth Services;

(xxx) provide LeadPops with the authority to use any and all information provided by Client to formulate and implement Client’s brand message;

(xxxi) ensure compliance with all applicable local laws and regulations; and

(xxxii) provide LeadPops with the right to use any content or information provided by Client to LeadPops in the performance of the Local Growth Services.

2.2 Client acknowledges and agrees that LeadPops shall not be held liable for any and all non-delivery of the Local Growth Services as a result of insufficient content/information and lack of approval.

2.3 Client acknowledges and agrees that the delivery of the ConversionPro™ Website & Lead Funnels Service portion of the Local Growth Services shall be considered as accepted on the date of delivery of Client’s customized ConversionPro™ website.

2.4 Data Protection. Any and all identifying information regarding Client’s customer’s (including but not limited to personal names, phone numbers, addresses and email addresses or other identifying information) provided by Client to LeadPops (“Client’s Customers Data”) in relation to the Local Growth Services will be deemed to be the Confidential Information (defined below) of Client and subject to Section 6 (Confidentiality) of this Agreement. Client agrees to grant LeadPops the limited and restricted right to use Client’s Customers Data solely in connection with the provision of the Local Growth Services. As such, Client hereby agrees to indemnify and hold LeadPops harmless of and from any and all claims, suits, judgements or proceedings arising from any claim (i) that Client’s Customers Data or other customer’s information has been collected, distributed, or otherwise used by LeadPops in a manner that violates the customer’s privacy rights and/or data protection legislation or (ii) related to the Processing (defined below) of Client’s Customers Data by or on behalf of LeadPops in accordance with this Agreement. For purposes of this Agreement “Processing” means to take any action or perform any operation or set of operations that the CaaS Platform or Local Growth Services are capable of taking or performing on any data, information, or other content.

2.5 Each Party undertakes to not take any action that will or is reasonably likely to have a material negative impact on the reputation and/or goodwill of the other Party.

2.6 Client agrees that LeadPops, as a third party intermediary, is not a party to any activity, content, transaction and related dispute between Client and a customer.

2.7 Restrictions. Client shall not:

(x) license, sublicense, sell, resell, rent, lease, transfer, distribute or otherwise similarly exploit the Local Growth Services or CaaS Platform,

(xi) use or permit others to use any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the CaaS Platform,

(xii) copy, create a derivative work of reverse engineer, reverse assemble, disassemble, or decompile the Local Growth Services, or any part thereof or otherwise attempt to discover any source code or modify the CaaS Platform or Local Growth Services,

(xiii) create a competitive offering based on the Local Growth Services, and

(xiv) use the Local Growth Services for any reason or purpose, other than provided under this Agreement and as intended by LeadPops.

2.8 LeadPops’ Responsibilities. Subject to the terms and condition of this Agreement, LeadPops agrees to provide Client with access to the CaaS Platform, Local Growth Services in accordance with the terms and conditions of this Agreement. LeadPops reserves the right to deny Client access to the CaaS Platform, Local Growth Services, at any time, if LeadPops deems, in its sole discretion, that Client is not complying with this Agreement or to protect LeadPops’ rights, property, and interests.

2.9 LeadPops cannot guarantee that the Local Growth Services will generate a profit or a return on investment or positive feedback/reviews for the Client or that the Local Growth Services will be error-free. LeadPops cannot therefore be liable to Client or any third party for damages, including lost profits, loss of data, lost savings or other incidental, consequential or special damages arising out of the Local Growth Services.

SUBSCRIPTION PLANS, SUBSCRIPTION PLAN FEES, PAYMENT AND TAXES

3.1 Subscription Plans. LeadPops currently offers Clients with several subscription plan options on the CaaS Platform, that enables Client to use the Local Growth Services (“Subscription Plan(s)”). Each Subscription Plan shall (i) include restrictions and requirements that outline the features of the Subscription Plan, and (ii) reference the applicable fee. The features of each Subscription Plan shall be further detailed on the LeadPops website located at www.leadpops.com.

3.2 The fees, and any associated setup fees, corresponding to Client’s selected Subscription Plan (“Subscription Plan Fee(s)”), to be paid by Client to LeadPops in consideration of Client’s access to and use of the CaaS Platform and Local Growth Services shall be LeadPops’ then current published fees and stated on the applicable invoice.

3.3 Client acknowledges and agrees that the fees corresponding to Client’s selected paid Subscription Plan and Local Growth Services shall be (i) quoted and payable in U.S. Dollars (USD); (ii) paid by Client on time; and (iii) strictly non-refundable.

3.4 Client will be billed on a monthly basis (“Billing Cycle(s)”). Billing Cycles may be set on a monthly basis.

3.6 Late Payments. The invoiced Subscription Plan Fees shall become due and payable to LeadPops within fifteen (15) calendar days from the date of the applicable invoice. Any late payment, except for amounts disputed in good faith by Client (in accordance with Section 3.8 of this Agreement), of any amount owing hereunder shall accrue interest at a rate equal to the lesser of (i) 10% per annum, and (ii) the maximum rate permitted by law. In the event that Client is delinquent in the payment of any amounts LeadPops may suspend access to the Local Growth Services provided hereunder. The suspension may continue until such overdue amounts are paid in full. A suspension under this Section 3.6 will not constitute a termination of the Agreement nor will it relieve Client of any of its obligations or liabilities under this Agreement.

3.7 LeadPops may in its sole discretion and at any time, modify the Subscription Plan Fees by posting such modification on LeadPops website or on the invoices sent to Client. Any Subscription Plan Fee change will become effective at the end of the then-current annual Billing Cycle. LeadPops shall provide Client with reasonable prior notice of at least thirty (30) calendar days prior to effectively implementing any change in Subscription Plan Fees in order to give Client the opportunity to cancel (in accordance with Section 10 of this Agreement) Client’s Subscription Plan before such change becomes effective. Client’s continued use of the Local Growth Services after the Subscription Plan Fee change has come into effect shall constitute Client’s agreement to pay the modified Subscription Plan Fee.

3.9 LeadPops does not guarantee that the Subscription Plan offered on the CaaS Platform and the respective Local Growth Services will be offered indefinitely and reserves the right, at its sole discretion, to (i) change the Subscription Plan Fees, Billing Cycle and payment terms, and (ii) alter the offerings, features, content and options associated with any particular Subscription Plan.

3.10 Client acknowledges and agrees that LeadPops may, from time to time, add additional features or functionalities to the CaaS Platform and Local Growth Services. As such, Client’s access to and use of any additional features and functionalities to the CaaS Platform and Local Growth Services may require the payment of additional fees by Client.

3.11 Taxes. Unless stated otherwise, all Subscription Plan Fees, owed to LeadPops by Client in consideration of Client’s access to and use of the CaaS Platform and Local Growth Services, shall be exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, whether disputed or not, including any value-added, sales, use or withholding taxes, assessable by any jurisdiction (“Taxes”). Client shall be responsible for the payment of any and all Taxes (except for those based on LeadPops’ income) associated with Client’s subscription to the Local Growth Services. Client hereby indemnifies and holds LeadPops harmless from the payment of any Taxes and costs associated with the collection or withholding thereof, including penalties and interest. If LeadPops is under a legal obligation to pay or collect Taxes for which Client is responsible, the applicable amount shall be invoiced (by LeadPops) to and paid by Client unless Client provides LeadPops with a valid tax exemption certificate from the applicable taxing authority.

PROPRIETARY RIGHTS

4.1 LeadPops and/or its licensors own and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights and other intellectual property rights), in the CaaS Platform, domain names, and to its pre-existing technology, products, Local Growth Services, and all modifications, enhancements and derivative works thereof. All the visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, Local Growth Services, images, and all other elements contained on LeadPops’ CaaS Platform, are the sole and exclusive property of LeadPops and/or its licensors.

4.2 Client shall not remove or alter any copyright notices or other proprietary rights notices placed on or embedded in the Local Growth Services. Client shall immediately notify LeadPops of any infringing copy or reproduction of the Local Growth Services, and Client shall not distribute or assist in distributing such infringing copy or reproduction. Client shall take all reasonable steps as requested by LeadPops to protect LeadPops’ intellectual property rights in the Local Growth Services including but not limited to copyrights, patent rights, trademarks and trade secrets.

4.3 Client and/or its licensors own and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights and other intellectual property rights), in and to Client’s Customers Data, content and information, and pre-existing technology, products and services. Except for the limited rights granted expressly by Client to LeadPops under this Agreement, Client reserves all rights, title and interests in and to Client’s Customers Data, content and information.

4.4 LeadPops Feedback. Client grants LeadPops a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into LeadPops’ Local Growth Services any suggestions, enhancement requests, recommendations or other feedback provided by Client relating to the operation of the Local Growth Services.

TRADEMARKS

5.2 Client hereby grants to LeadPops a non-exclusive, non-transferable license to use Client’s trademarks for the purposes of promoting and marketing the Local Growth Services, and in accordance with Client’s trademark guidelines. Client and/or its licensors retain all right, title and interest in the Client’s trademarks, all derivative works of the Client’s trademarks and all proprietary rights in Client’s trademarks, both during and after termination of this Agreement.

CONFIDENTIALITY

(ix) business records and plans, user or client feedback, and online accounts;

(x) form of scientific, technical or data information, CaaS Platform, identification, passwords, technical and business information relating to disclosing Party’s proprietary ideas, software, business or otherwise;

(xi) concepts, reports, data, knowledge, works in progress, information, trade secrets, trademarks, patentable ideas, copyrights, existing and/or contemplated products and services, development tools, specifications, software, maps, drawings, source code, object codes, flow charts, databases, inventions, CaaS Platform content, designs, logos, brochures, images schematics, research and development;

(xii) form of financial information, production, costs, profit and margin information, finances and financial projections, list or information about users, vendors, Clients, business partners, business associates, customers or clients, marketing information, sales leads, strategic alliances, partners, and current or future business plans and models; and

(vii) personal identifiable information including but not limited to the name, contact details, address, date of birth, personal preferences, etc. related to any customers, employees, contractors, users or any other person whosoever.

6.8 The Parties’ obligations arising under this Section 6 (Confidentiality) shall (i) survive the termination or expiration of this Agreement and (ii) remain indefinitely in force after the termination or expiration of this Agreement.

WARRANTY AND DISCLAIMER

7.1 DISCLAIMER. THE LOCAL GROWTH SERVICES PROVIDED BY LEADPOPS UNDER THIS AGREEMENT, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF LEADPOPS ARE PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. LEADPOPS DOES NOT MAKE ANY OTHER REPRESENTATIONS, WARRANTIES OR COVENANTS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE CAAS PLATFORM AND LOCAL GROWTH SERVICES, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF LEADPOPS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF CONDITION, MERCHANTABILITY, TIMELINESS, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, OR NON INFRINGEMENT AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. LEADPOPS DOES NOT WARRANT THAT THE CAAS PLATFORM AND LOCAL GROWTH SERVICES, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF LEADPOPS UNDER THIS AGREEMENT ARE FREE FROM BUGS, VIRUSES, HARMFUL COMPONENTS, ERRORS, OR DEFECTS, OR THAT THE OPERATION OF ANY OF THE FOREGOING WILL BE SECURE OR UNINTERRUPTED, NOR DOES LEADPOPS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CAAS PLATFORM AND LOCAL GROWTH SERVICES. CLIENT SHALL NOT HAVE THE RIGHT TO PASS ON ANY REPRESENTATION OR WARRANTY OF LEADPOPS TO ANY THIRD-PARTY OR END USER, NOR DOES LEADPOPS PROMISE TO BACKUP ANY OF CLIENT’S DATA OR CLIENT’S CUSTOMERS DATA. CLIENT ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF PRIVACY, CONFIDENTIAL INFORMATION AND PROPERTY. LEADPOPS SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATION OR WARRANTY, ORAL OR IN WRITING, CONCERNING THE VIABILITY, ENFORCEABILITY, OR COMPLIANCE WITH APPLICABLE LAWS IN RELATION TO THE LOCAL GROWTH SERVICES AND THE USE BY CLIENT OF THE CAAS PLATFORM IN A PARTICULAR COUNTRY, TERRITORY, OR REGION.

7.2 LEADPOPS AND ITS VENDORS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION THAT THE LOCAL GROWTH SERVICES WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT THE CAAS PLATFORM AND LOCAL GROWTH SERVICES, INCLUDING THE ACCESS THERETO AND USE THEREOF, WILL BE UNINTERRUPTED, TIMELY, SECURED, ERROR FREE, THAT DATA WON’T BE LOST, THAT DEFECTS WILL BE CORRECTED, OR THAT THE CAAS PLATFORM AND LOCAL GROWTH SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL CODE. LEADPOPS AND ITS VENDORS FURTHER DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION, ALTERATION, LOSS, OR OTHER DAMAGES THAT CLIENT MAY SUFFER, THAT ARE BEYOND LEADPOPS’ CONTROL.

7.3 EXCEPT AS EXPRESSLY SET FORTH HEREIN, LEADPOPS DOES NOT WARRANT, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION (I) THAT THE CAAS PLATFORM AND LOCAL GROWTH SERVICES (OR ANY PORTION THEREOF) IS COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF CLIENT’S CONTEMPLATED ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS, SOFTWARE OR TOOLS (OR THAT IT WILL REMAIN AS SUCH AT ANY TIME), OR COMPLY WITH ANY LAWS APPLICABLE TO CLIENT; AND/OR (II) REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS THAT CLIENT OBTAIN THROUGH THE CAAS PLATFORM AND LOCAL GROWTH SERVICES.

7.6 Downtime. Client acknowledges that the CaaS Platform and/or Local Growth Services may be temporarily unavailable due to scheduled maintenance or for unscheduled emergency maintenance, conducted either by LeadPops or by third party service providers, or due to other causes beyond LeadPops’ reasonable control. Where reasonably possible, LeadPops shall use reasonable efforts to provide Client with advance written notice via e-mail as pertains to any scheduled service disruption.

LIMITATION OF LIABILITY

8.1 Aggregate Liability. LEADPOP’S TOTAL CUMULATIVE LIABILITY TO THE CLIENT FOR ANY CLAIMS (INCLUDING THIRD-PARTY CLAIMS) ARISING FROM, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF LIABILITY (WHETHER IN CONTRACT, NEGLIGENCE, TORT OR OTHER LEGAL THEORY), WILL NOT EXCEED THE SUBSCRIPTION PLAN FEES PAID BY CLIENT TO LEADPOPS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, MINUS ANY AMOUNTS PAID BY THE LIABLE PARTY DURING THAT SAME PERIOD FOR ANY PRIOR LIABILITY.

INDEMNIFICATION

9.1 LeadPops shall defend, indemnify and hold Client harmless (including by paying external attorneys’ fees and costs/expenses of defense) and pay any settlement to which LeadPops consents in relation to any third party claim to the extent that such third party claim is arising from the Client’s use of the CaaS Platform and/or Local Growth Services infringing upon any intellectual property right of such third-party. LeadPops’ defense and payment obligations will not apply, however, if the third party’s intellectual property infringement claim relates to or arises from:

(ix) Client’s modification of the Local Growth Services other than as agreed under this Agreement;

(x) Client’s use of the CaaS Platform and/or Local Growth Services in combination with any of Client’s or third party’s product, technology, or information not owned or developed by LeadPops;

(xi) Client’s violation of the terms and conditions of this Agreement; or

(xii) LeadPops’ compliance with any Client’s specifications or requirements, including, without limitation, any functional specifications or information provided by Client to LeadPops.

9.2 LeadPops may, in its sole discretion, without liability to Client, in case of third party’s intellectual property infringement or any other type of claim or court order: (i) obtain the necessary rights from such third party, to permit Client to continue to use the Local Growth Services; (ii) replace the Local Growth Services with a non-infringing equivalent service or product; or (iii) modify the Local Growth Services or CaaS Platform to make it non-infringing. As a condition of receiving any of the foregoing remedies, Client must promptly notify LeadPops, as soon as Client becomes aware of any infringement, in writing of the third-party claim, together with the detailed facts, circumstances. Type and nature of the claim and provide reasonable cooperation (at Client’s own expense) and full authority to LeadPops to defend or settle the claim or lawsuit. LeadPops will have no obligation to pay for any settlement or compromise of such third-party claim made without LeadPops’ written consent. The remedies set out in this Section 9 constitute Client’s sole and exclusive remedy and LeadPops’ sole liability with respect to any infringement by LeadPops of any third party’s intellectual property right arising. The aggregate liability for indemnification under this Section shall not, under any circumstances, exceed the aggregate liability provided under Section 8.1 of this Agreement.

(xix) Client’s Customers Data, content and information, including any Processing by or on behalf of LeadPops in accordance with this Agreement;

(xx) Client’s modification of the Local Growth Services;

(xxi) Client’s combination, operation or use of the Local Growth Services with third-party technology;

(xxii) any misuse (including but not limited to unlawful use) of the Local Growth Services by Client, and Client’s employees, agents or contactors;

(xxiii) the acts (or any failure to act) of Client or its employees, agents or contractors;

(xxiv) any breach by Client of its/his/her obligations under this Agreement;

(xxv) any violation of the representations and warranties provided by Client under this Agreement;

(xxvi) any breach of security OR any interruption/termination of the Local Growth Services, that is directly related to the design, functionality, performance, or operability of the CaaS Platform and/or Local Growth Services; or

(xxvii) any third-party claim against LeadPops for any breach by Client of applicable data privacy laws and regulations.

TERM, SUSPENSION, TERMINATION AND EXPIRATION

(v) either Party notifies the other Party of its intention to terminate this Agreement, in writing, at least thirty (30) calendar days before the end of the Initial Subscription Term or applicable Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

(vi) terminated in accordance with the provisions of this Agreement.

The Initial Subscription Term and each successive Renewal Term shall collectively be referred to as “Subscription Term” under this Agreement.

10.2 Suspension. LeadPops may, in its sole discretion, suspend or temporarily disable Client’s access to and use of the CaaS Platform and Local Growth Services if:

(ix) Client fails to make payment for the Local Growth Services on time with such payment having remained unpaid despite LeadPops sending written notice to Client in order to request payment for such Local Growth Services;

(x) LeadPops suspects Client of partaking in any illegal activity;

(xi) LeadPops reasonably believes that Client has violated the terms of this Agreement; or

(xii) requested by law enforcement authorities or other government agencies.

Client acknowledges and agrees that LeadPops shall not be liable to Client or any third party for any loss or damages caused to Client or any third party as a result of the suspension by LeadPops of the Local Growth Services. For the avoidance of doubt, any suspension by LeadPops of the Local Growth Services shall not relieve Client from Client’s obligation to make payment of the Subscription Plan Fees.

10.3 Termination for Cause. Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate this Agreement without liability to the other if:

(xv) the other Party commits a material breach of any of the terms of this Agreement and (if such breach is remediable) fails to remedy such breach within thirty (30) calendar days of the date upon which the non-breaching Party has been notified in writing of such breach;

(xvi) an order is made, or a resolution is passed by any competent authority for the winding up of the other Party, or if circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other Party;

(xvii) an order is made by any competent authority for the appointment of an administrator to manage the affairs, business and property of the other Party, or legal documents are filed by a third party with a court of competent jurisdiction for the appointment of an administrator of the other Party;

(xviii) a receiver is appointed by an authority of competent jurisdiction, or if any other third party takes possession of or sells the other Party’s assets;

(xix) the other Party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way;

(xx) the other Party ceases, or threatens to cease, to trade; or

(xxi) the other Party takes any similar action in any jurisdiction as a consequence of the other Party incurring debt.

10.5 Effect of Termination and Expiration. Client acknowledges that upon the termination or expiration of this Agreement or upon the cancellation of Client’s selected Subscription Plan, Client shall cease to access and use the Local Growth Services. Any termination or expiration of this Agreement shall not relieve Client from Client’s obligation to make payment of the Subscription Plan Fees owed up until and including the effective date of termination or expiration.

FORCE MAJEURE

Neither Party shall be liable for, or be considered to be in breach of or in default under this Agreement on account of, any delay or failure to access/use the CaaS Platform and/or Local Growth Services, as a result of any cause or condition beyond such Party’s reasonable control, including, but not limited to: fire, explosion, power blackout, terrorism, earthquake, storm, flood, wind, drought or acts of God; epidemic and pandemic, court order; act, delay or failure to act by civil, military or other governmental authority; strike, lockout, labor dispute, riot, insurrection, sabotage or war; failure, interruption or degradation of any telecommunications or transmission lines; unavailability of required parts, materials or other items; acts or omissions of Internet traffic carriers, or act, delay or failure to act by the other Party or any third-party (collectively “Force Majeure Event”); provided that such Party uses reasonable efforts to promptly overcome or mitigate the delay or failure to perform. If one of the causes or conditions listed in this Section 11 delays or prevents a Party’s performance, that Party will promptly notify the other and describe the anticipated duration of the delay or prevention, as well as the steps being taken to overcome or mitigate the delay or failure to perform. For the avoidance of doubt, the occurrence of any Force Majeure Event shall not relieve Client of the obligation to pay any Subscription Plan Fees payable to LeadPops for the period of the Force Majeure Event.

DISPUTE RESOLUTION

(vii) A Party must not commence arbitration proceedings (except proceedings seeking interlocutory relief) relating to a Dispute arising under this Agreement unless it has complied with this Section 12;

(viii) A Party claiming that a Dispute has arisen under this Agreement must give the other Party written notice of the particulars of the Dispute;

(ix) In the event of a Dispute, between the Parties hereto, arising out of the use of the CaaS Platform and/or Local Growth Services, or in any way relating to this Agreement or any term, condition or provision herein mentioned or the construction or interpretation thereof or otherwise in relation hereto, the Parties hereto will use their reasonable best efforts to resolve any Dispute hereunder through good faith negotiations. A Party hereto must submit a written notice to the other Party, and any such Dispute that cannot be resolved within thirty (30) calendar days of receipt of such notice (or such other period to which the Parties may agree) will be submitted to the American Arbitration Association located in San Diego, California which shall have exclusive jurisdiction to adjudicate any Dispute arising out of or relating to this Agreement.

GOVERNING LAW AND JURISDICTION

13.2 In no event shall any claim, action or proceeding, in relation to Client’s access to and use of the CaaS Platform and/or Local Growth Services be instituted by Client against LeadPops more than one (1) year after the cause of action arose.

Schedule A

Local Growth Service(s) Description

The following elements/functionalities are included in the Local Growth Service(s):

(a) ConversionPro™ Website & Lead Funnels Service:

selection of LeadPops themes;
256-bit ssl;
mobile responsive;
75+ built-in lead funnels;
Selection of templates;
custom background image;
custom logo, colors, and fonts;
secure mini-1003 (or Client’s own link);
custom “about” section (i.e. Client’s bio and photo);
20+ provided lead generation content pages;
access to customizable content pages;
social media icons and links;
compliance information;
Americans with Disabilities Act Standards for Accessible Design (ADA) accessibility plugin;
customer reviews section;
google maps location;
customizable login access;
private and secure enterprise hosting;
regular website backups; and
technical support service of 30 minutes per month.

(b) Local SEO Reputation Management and Listings & Citations Service:

managed services which include:

– sending a personalized reputation builder email, requesting customers to leave a review/feedback. This email shall be sent by LeadPops to past and future customers, on behalf of the Client;

– training the Client’s staff (as needed) on the manner in which to request reviews from customers;

– ensuring the Client’s SEO included higher ranking keywords; and

– correcting errors and adding missing information to Client’s data posted on the Web, to improve the Client’s ranking and update the Client’s business information; and

the option to claim the Client’s own Google Business Page, for an additional one-time fee.

Google ads account creation;
keyword research;
campaign and ad group creation;
monitoring of keyword performance;
adding negatives to improve performance;
bid optimization;
ad extensions setup;
ads monitoring and management;
custom funnel/landing page creation;
google analytics and google tag manager installation;
customer relationship management integration;
transparency so as to ensure continual access to Client’s account;
ad testing and ongoing optimization; and
monthly reporting.

(d) ConversionPro™ Blog Service:

monthly relevant, evergreen, professionally written content published automatically to the Client’s LeadPops ConversionPro™ Website;
call-to-action links strategically inserted throughout the content to attract/target potential clients into the Client’s gamified LeadPops lead funnels. The dates on the call-to-action links are updated daily to ensure visitors are aware that the Client’s content/blog is current;
built-in opportunities to promote and share the Client’s content/blog on all of the Client’s marketing channels; and
the insertion of call-to-action links and embedded LeadPops lead funnels inside the Client’s content/blog sidebar.

(e) Originator Everywhere (Google Banner Ads) Service:

Do-It-For-Me campaign setup and optimization of Google Ads on the Google Display Network;
setup and optimize banner ads targeting prospective clients through Google Display Network’s available interest/demographic targeting;
targeting leads through custom audiences including keywords, websites, and additional interest;
keyword research;
close monitoring of keyword performance;
ads monitoring and management;
custom funnel creation;
customer relationship management integration;
ad testing and ongoing optimization; and
monthly reporting.

Schedule D

Deploy Bundle Subscription Services

CAAS PLATFORM AND DEPLOY SERVICES

(vii) Client’s internal business purposes; and

(viii) the Subscription Term (defined below) or applicable duration as agreed by the Parties.

1.2 Client acknowledges, understands and agrees that:

(vii) LeadPops reserves the right to determine in LeadPops’ sole and exclusive discretion, the final design, layout, content, domain, hosting and functionality of the CaaS Platform, which is subject to change from time to time without notice and without liability. As such, LeadPops may modify the systems and environment used to deliver the Deploy Services (defined below);

(viii) the CaaS Platform is provided to Client on an “as-is” and “as available” basis. LeadPops may, from time to time and without giving any reason or prior notice to Client, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the CaaS Platform and shall not be liable if any such upgrade, modification, suspension or removal prevents Client from accessing the CaaS Platform.

1.3 Deploy Services. LeadPops currently provides Client, through the CaaS Platform, with access to LeadPops ConversionPro™ Website & Lead Funnels, Local SEO Reputation Management and Listings & Citations and Do-It-For-Me Facebook Ads Services (collectively the “Deploy Service(s)”). The Deploy Services provides Client with:

(xvi) lead funnels which is a plug and play software solution aimed at promoting a client’s brand thereby converting marketing leads/traffic (i.e. potential clients) into paying clients;

(xvii) access to LeadPops ConversionPro™ website which is optimized for lead generation, and includes (a) multiple lead funnel conversion touchpoints built in to the ConversionPro™ website;

(xviii) the ability to leverage and promote positive reviews to ensure Client’s website is more visible on Google’s local search engine, and thereby increasing the number of leads/traffic to Clients website;

(xix) the ability to improve the Client’s online credibility and ranking;

(xx) the ability to generate quality mortgage leads through Facebook advertising;

(xxi) the placement and running of ads through Facebook so as to target and attract marketing leads/traffic (i.e. potential clients) and improve Client’s brand awareness; and

(xxii) access to LeadPops Do-It-For-Me Facebook Ads campaign which is built, managed and optimized by LeadPops client success manager team; and

(xxiii) other benefits as more fully described under Schedule A (Deploy Services Description) of this Agreement,

1.4 Client acknowledges and understands that the Deploy Service(s) will not include the following additional services offered by LeadPops via the CaaS Platform: Do-It-For-Me Google Ads, ConversionPro™ Blog, Reviewability and Originator Everywhere (Google Banner Ads) services.

1.5 Subject to the terms and conditions of this Agreement, LeadPops shall use commercially reasonable efforts to provide Client with access to and use of the CaaS Platform, and/or Deploy Services.

1.7 Client acknowledges, understands and agrees that LeadPops shall have the sole discretion to determine the manner in which the Deploy Services is provided/delivered to Client, including but not limited to defining and using the technical process, practices, tools, coding, resources, third party contractors, service providers and software to be used for the provision of such Deploy Services to Client.

1.8 Client further acknowledges, understands and agrees that LeadPops may, in its sole discretion, make modifications, updates and upgrades to the Deploy Services in order to comply with applicable law or if LeadPops deems such modifications, updates and upgrades necessary or useful to maintain or enhance the (i) quality or delivery of the Deploy Services; (ii) competitive strength of or market for LeadPops Deploy Services; and (iii) performance and cost effectiveness of the Deploy Services.

1.9 Client acknowledges that LeadPops may change, suspend or discontinue any or all of the Deploy Services, at its sole discretion at any time, without notice and for any or no reason.

1.10 Support Services. LeadPops shall provide Client with support services via telephone and email, between Monday to Friday from 07h00am to 16h00pm PST, in order to address any queries, concerns, or technical issues Client may have pertaining to the Deploy Services as well as to any payment/account issue. LeadPops shall endeavour to resolve any queries and concerns Client may have within seven (7) business days from the date you first logged the issue with us.

RESPONSIBILITIES OF THE PARTIES

2.1 Client’s Responsibilities. Subject to the terms and conditions of this Agreement and, Client agrees to:

(xxxiii) access the CaaS Platform and use the Deploy Services in accordance with this Agreement;

(xxxiv) complete and submit LeadPops checklist, as well as provide any other information as is requested by LeadPops and/or used for the provision of the Deploy Services;

(xxxv) secure Client’s own domain to host Client’s customized ConversionPro™ website;

(xxxvi) review and confirm, via email to LeadPops, the contents of Client’s customized ConversionPro™ website, prior to such customized ConversionPro™ website going live;

(xxxvii) approve all relevant Deploy Services prior to delivery of Client’s completed customized ConversionPro™ website;

(xxxviii) provide LeadPops with a list of customers (including but not limited to the customers, full name, phone number, address, and respective email address) that the Client wishes for LeadPops to contact. Such customer information shall be sent by Client to LeadPops via email and in CSV format;

(xxxix) provide LeadPops with accurate and complete content and information, including but not limited to the specific locations Client would prefer to run the Facebook ads, dedicated monthly ad spend, and type of ad, so as to assist LeadPops to successfully perform the Deploy Services under this Agreement. If any of Client’s content and information is incorrect and/or incomplete, Client shall be liable for any and all delays and/or additional fees that may arise from the Deploy Services as a consequence of Client’s content and information being incorrect and/or incomplete;

(xl) attend all meetings and participate in check-in calls with the client success manager as appointed/assigned by LeadPops to Client’s account;

(xli) follow the advice and guidance provided by LeadPops client success manager in relation to the use of the Deploy Services;

(xlii) obtain and maintain all necessary licences, approvals and consents and comply with all relevant legislation, including data protection legislation, in relation to the Deploy Services;

(xliii) provide LeadPops with the authority to use any and all information provided by Client to formulate and implement Client’s brand message;

(xliv) ensure compliance with all applicable local laws and regulations; and

(xlv) provide LeadPops with the right to use any content or information provided by Client to LeadPops in the performance of the Deploy Services.

2.2 Client acknowledges and agrees that LeadPops shall not be held liable for any and all non-delivery of the Deploy Services as a result of insufficient content/information and lack of approval.

2.3 Client acknowledges and agrees that the delivery of the ConversionPro™ Website & Lead Funnels Service portion of the Deploy Services shall be considered as accepted on the date of delivery of Client’s customized ConversionPro™ website.

2.4 Data Protection. Any and all identifying information regarding Client’s customer’s (including but not limited to personal names, phone numbers, addresses and email addresses or other identifying information) provided by Client to LeadPops (“Client’s Customers Data”) in relation to the Deploy Services will be deemed to be the Confidential Information (defined below) of Client and subject to Section 6 (Confidentiality) of this Agreement. Client agrees to grant LeadPops the limited and restricted right to use Client’s Customers Data solely in connection with the provision of the Deploy Services. As such, Client hereby agrees to indemnify and hold LeadPops harmless of and from any and all claims, suits, judgements or proceedings arising from any claim (i) that Client’s Customers Data or other customer’s information has been collected, distributed, or otherwise used by LeadPops in a manner that violates the customer’s privacy rights and/or data protection legislation or (ii) related to the Processing (defined below) of Client’s Customers Data by or on behalf of LeadPops in accordance with this Agreement. For purposes of this Agreement “Processing” means to take any action or perform any operation or set of operations that the CaaS Platform or Deploy Services are capable of taking or performing on any data, information, or other content.

2.5 Each Party undertakes to not take any action that will or is reasonably likely to have a material negative impact on the reputation and/or goodwill of the other Party.

2.6 Client agrees that LeadPops, as a third party intermediary, is not a party to any activity, content, transaction and related dispute between Client and a customer.

2.7 Restrictions. Client shall not:

(xv) license, sublicense, sell, resell, rent, lease, transfer, distribute or otherwise similarly exploit the Deploy Services or CaaS Platform,

(xvi) use or permit others to use any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the CaaS Platform,

(xvii) copy, create a derivative work of reverse engineer, reverse assemble, disassemble, or decompile the Deploy Services, or any part thereof or otherwise attempt to discover any source code or modify the CaaS Platform or Deploy Services,

(xviii) create a competitive offering based on the Deploy Services, and

(xix) use the Deploy Services for any reason or purpose, other than provided under this Agreement and as intended by LeadPops.

2.8 LeadPops’ Responsibilities. Subject to the terms and condition of this Agreement, LeadPops agrees to provide Client with access to the CaaS Platform, Deploy Services in accordance with the terms and conditions of this Agreement. LeadPops reserves the right to deny Client access to the CaaS Platform, Deploy Services, at any time, if LeadPops deems, in its sole discretion, that Client is not complying with this Agreement or to protect LeadPops’ rights, property, and interests.

2.9 LeadPops cannot guarantee that the Deploy Services will generate a profit or a return on investment or positive feedback/reviews for the Client or that the Deploy Services will be error-free. LeadPops cannot therefore be liable to Client or any third party for damages, including lost profits, loss of data, lost savings or other incidental, consequential or special damages arising out of the Deploy Services.

SUBSCRIPTION PLANS, SUBSCRIPTION PLAN FEES, PAYMENT AND TAXES

3.1 Subscription Plans. LeadPops currently offers Clients with several subscription plan options on the CaaS Platform, that enables Client to use the Deploy Services (“Subscription Plan(s)”). Each Subscription Plan shall (i) include restrictions and requirements that outline the features of the Subscription Plan, and (ii) reference the applicable fee. The features of each Subscription Plan shall be further detailed on the LeadPops website located at www.leadpops.com.

3.2 The fees, and any associated setup fees, corresponding to Client’s selected Subscription Plan (“Subscription Plan Fee(s)”), to be paid by Client to LeadPops in consideration of Client’s access to and use of the CaaS Platform and Deploy Services shall be LeadPops’ then current published fees and stated on the applicable invoice.

3.3 Client acknowledges and agrees that the fees corresponding to Client’s selected paid Subscription Plan and Deploy Services shall be (i) quoted and payable in U.S. Dollars (USD); (ii) paid by Client on time; and (iii) strictly non-refundable.

3.4 Client will be billed on a monthly basis (“Billing Cycle(s)”). Billing Cycles may be set on a monthly basis.

3.6 Late Payments. The invoiced Subscription Plan Fees shall become due and payable to LeadPops within fifteen (15) calendar days from the date of the applicable invoice. Any late payment, except for amounts disputed in good faith by Client (in accordance with Section 3.8 of this Agreement), of any amount owing hereunder shall accrue interest at a rate equal to the lesser of (i) 10% per annum, and (ii) the maximum rate permitted by law. In the event that Client is delinquent in the payment of any amounts LeadPops may suspend access to the Deploy Services provided hereunder. The suspension may continue until such overdue amounts are paid in full. A suspension under this Section 3.6 will not constitute a termination of the Agreement nor will it relieve Client of any of its obligations or liabilities under this Agreement.

3.7 LeadPops may in its sole discretion and at any time, modify the Subscription Plan Fees by posting such modification on LeadPops website or on the invoices sent to Client. Any Subscription Plan Fee change will become effective at the end of the then-current annual Billing Cycle. LeadPops shall provide Client with reasonable prior notice of at least thirty (30) calendar days prior to effectively implementing any change in Subscription Plan Fees in order to give Client the opportunity to cancel (in accordance with Section 10 of this Agreement) Client’s Subscription Plan before such change becomes effective. Client’s continued use of the Deploy Services after the Subscription Plan Fee change has come into effect shall constitute Client’s agreement to pay the modified Subscription Plan Fee.

3.9 LeadPops does not guarantee that the Subscription Plan offered on the CaaS Platform and the respective Deploy Services will be offered indefinitely and reserves the right, at its sole discretion, to (i) change the Subscription Plan Fees, Billing Cycle and payment terms, and (ii) alter the offerings, features, content and options associated with any particular Subscription Plan.

3.10 Client acknowledges and agrees that LeadPops may, from time to time, add additional features or functionalities to the CaaS Platform and Deploy Services. As such, Client’s access to and use of any additional features and functionalities to the CaaS Platform and Deploy Services may require the payment of additional fees by Client.

3.11 Taxes. Unless stated otherwise, all Subscription Plan Fees, owed to LeadPops by Client in consideration of Client’s access to and use of the CaaS Platform and Deploy Services, shall be exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, whether disputed or not, including any value-added, sales, use or withholding taxes, assessable by any jurisdiction (“Taxes”). Client shall be responsible for the payment of any and all Taxes (except for those based on LeadPops’ income) associated with Client’s subscription to the Deploy Services. Client hereby indemnifies and holds LeadPops harmless from the payment of any Taxes and costs associated with the collection or withholding thereof, including penalties and interest. If LeadPops is under a legal obligation to pay or collect Taxes for which Client is responsible, the applicable amount shall be invoiced (by LeadPops) to and paid by Client unless Client provides LeadPops with a valid tax exemption certificate from the applicable taxing authority.

PROPRIETARY RIGHTS

4.1 LeadPops and/or its licensors own and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights and other intellectual property rights), in the CaaS Platform, domain names, and to its pre-existing technology, products, Deploy Services, and all modifications, enhancements and derivative works thereof. All the visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, Deploy Services, images, and all other elements contained on LeadPops’ CaaS Platform, are the sole and exclusive property of LeadPops and/or its licensors.

4.2 Client shall not remove or alter any copyright notices or other proprietary rights notices placed on or embedded in the Deploy Services. Client shall immediately notify LeadPops of any infringing copy or reproduction of the Deploy Services, and Client shall not distribute or assist in distributing such infringing copy or reproduction. Client shall take all reasonable steps as requested by LeadPops to protect LeadPops’ intellectual property rights in the Deploy Services including but not limited to copyrights, patent rights, trademarks and trade secrets.

4.3 Client and/or its licensors own and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights and other intellectual property rights), in and to Client’s Customers Data, content and information, and pre-existing technology, products and services. Except for the limited rights granted expressly by Client to LeadPops under this Agreement, Client reserves all rights, title and interests in and to Client’s Customers Data, content and information.

4.4 LeadPops Feedback. Client grants LeadPops a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into LeadPops’ Deploy Services any suggestions, enhancement requests, recommendations or other feedback provided by Client relating to the operation of the Deploy Services.

TRADEMARKS

CONFIDENTIALITY

(xiii) business records and plans, user or client feedback, and online accounts;

(xiv) form of scientific, technical or data information, CaaS Platform, identification, passwords, technical and business information relating to disclosing Party’s proprietary ideas, software, business or otherwise;

(xv) concepts, reports, data, knowledge, works in progress, information, trade secrets, trademarks, patentable ideas, copyrights, existing and/or contemplated products and services, development tools, specifications, software, maps, drawings, source code, object codes, flow charts, databases, inventions, CaaS Platform content, designs, logos, brochures, images schematics, research and development;

(xvi) form of financial information, production, costs, profit and margin information, finances and financial projections, list or information about users, vendors, Clients, business partners, business associates, customers or clients, marketing information, sales leads, strategic alliances, partners, and current or future business plans and models; and

(viii) personal identifiable information including but not limited to the name, contact details, address, date of birth, personal preferences, etc. related to any customers, employees, contractors, users or any other person whosoever.

WARRANTY AND DISCLAIMER

7.1 DISCLAIMER. THE DEPLOY SERVICES PROVIDED BY LEADPOPS UNDER THIS AGREEMENT, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF LEADPOPS ARE PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. LEADPOPS DOES NOT MAKE ANY OTHER REPRESENTATIONS, WARRANTIES OR COVENANTS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE CAAS PLATFORM AND DEPLOY SERVICES, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF LEADPOPS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF CONDITION, MERCHANTABILITY, TIMELINESS, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, OR NON INFRINGEMENT AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. LEADPOPS DOES NOT WARRANT THAT THE CAAS PLATFORM AND DEPLOY SERVICES, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF LEADPOPS UNDER THIS AGREEMENT ARE FREE FROM BUGS, VIRUSES, HARMFUL COMPONENTS, ERRORS, OR DEFECTS, OR THAT THE OPERATION OF ANY OF THE FOREGOING WILL BE SECURE OR UNINTERRUPTED, NOR DOES LEADPOPS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CAAS PLATFORM AND DEPLOY SERVICES. CLIENT SHALL NOT HAVE THE RIGHT TO PASS ON ANY REPRESENTATION OR WARRANTY OF LEADPOPS TO ANY THIRD-PARTY OR END USER, NOR DOES LEADPOPS PROMISE TO BACKUP ANY OF CLIENT’S DATA OR CLIENT’S CUSTOMERS DATA. CLIENT ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF PRIVACY, CONFIDENTIAL INFORMATION AND PROPERTY. LEADPOPS SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATION OR WARRANTY, ORAL OR IN WRITING, CONCERNING THE VIABILITY, ENFORCEABILITY, OR COMPLIANCE WITH APPLICABLE LAWS IN RELATION TO THE DEPLOY SERVICES AND THE USE BY CLIENT OF THE CAAS PLATFORM IN A PARTICULAR COUNTRY, TERRITORY, OR REGION.

7.2 LEADPOPS AND ITS VENDORS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION THAT THE DEPLOY SERVICES WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT THE CAAS PLATFORM AND DEPLOY SERVICES, INCLUDING THE ACCESS THERETO AND USE THEREOF, WILL BE UNINTERRUPTED, TIMELY, SECURED, ERROR FREE, THAT DATA WON’T BE LOST, THAT DEFECTS WILL BE CORRECTED, OR THAT THE CAAS PLATFORM AND DEPLOY SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL CODE. LEADPOPS AND ITS VENDORS FURTHER DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION, ALTERATION, LOSS, OR OTHER DAMAGES THAT CLIENT MAY SUFFER, THAT ARE BEYOND LEADPOPS’ CONTROL.

7.3 EXCEPT AS EXPRESSLY SET FORTH HEREIN, LEADPOPS DOES NOT WARRANT, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION (I) THAT THE CAAS PLATFORM AND DEPLOY SERVICES (OR ANY PORTION THEREOF) IS COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF CLIENT’S CONTEMPLATED ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS, SOFTWARE OR TOOLS (OR THAT IT WILL REMAIN AS SUCH AT ANY TIME), OR COMPLY WITH ANY LAWS APPLICABLE TO CLIENT; AND/OR (II) REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS THAT CLIENT OBTAIN THROUGH THE CAAS PLATFORM AND DEPLOY SERVICES.

7.6 Downtime. Client acknowledges that the CaaS Platform and/or Deploy Services may be temporarily unavailable due to scheduled maintenance or for unscheduled emergency maintenance, conducted either by LeadPops or by third party service providers, or due to other causes beyond LeadPops’ reasonable control. Where reasonably possible, LeadPops shall use reasonable efforts to provide Client with advance written notice via e-mail as pertains to any scheduled service disruption.

LIMITATION OF LIABILITY

INDEMNIFICATION

9.1 LeadPops shall defend, indemnify and hold Client harmless (including by paying external attorneys’ fees and costs/expenses of defense) and pay any settlement to which LeadPops consents in relation to any third party claim to the extent that such third party claim is arising from the Client’s use of the CaaS Platform and/or Deploy Services infringing upon any intellectual property right of such third-party. LeadPops’ defense and payment obligations will not apply, however, if the third party’s intellectual property infringement claim relates to or arises from:

(xiii) Client’s modification of the Deploy Services other than as agreed under this Agreement;

(xiv) Client’s use of the CaaS Platform and/or Deploy Services in combination with any of Client’s or third party’s product, technology, or information not owned or developed by LeadPops;

(xv) Client’s violation of the terms and conditions of this Agreement; or

(xvi) LeadPops’ compliance with any Client’s specifications or requirements, including, without limitation, any functional specifications or information provided by Client to LeadPops.

9.2 LeadPops may, in its sole discretion, without liability to Client, in case of third party’s intellectual property infringement or any other type of claim or court order: (i) obtain the necessary rights from such third party, to permit Client to continue to use the Deploy Services; (ii) replace the Deploy Services with a non-infringing equivalent service or product; or (iii) modify the Deploy Services or CaaS Platform to make it non-infringing. As a condition of receiving any of the foregoing remedies, Client must promptly notify LeadPops, as soon as Client becomes aware of any infringement, in writing of the third-party claim, together with the detailed facts, circumstances. Type and nature of the claim and provide reasonable cooperation (at Client’s own expense) and full authority to LeadPops to defend or settle the claim or lawsuit. LeadPops will have no obligation to pay for any settlement or compromise of such third-party claim made without LeadPops’ written consent. The remedies set out in this Section 9 constitute Client’s sole and exclusive remedy and LeadPops’ sole liability with respect to any infringement by LeadPops of any third party’s intellectual property right arising. The aggregate liability for indemnification under this Section shall not, under any circumstances, exceed the aggregate liability provided under Section 8.1 of this Agreement.

(xxviii) Client’s Customers Data, content and information, including any Processing by or on behalf of LeadPops in accordance with this Agreement;

(xxix) Client’s modification of the Deploy Services;

(xxx) Client’s combination, operation or use of the Deploy Services with third-party technology;

(xxxi) any misuse (including but not limited to unlawful use) of the Deploy Services by Client, and Client’s employees, agents or contactors;

(xxxii) the acts (or any failure to act) of Client or its employees, agents or contractors;

(xxxiii) any breach by Client of its/his/her obligations under this Agreement;

(xxxiv) any violation of the representations and warranties provided by Client under this Agreement;

(xxxv) any breach of security OR any interruption/termination of the Deploy Services, that is directly related to the design, functionality, performance, or operability of the CaaS Platform and/or Deploy Services; or

any third-party claim against LeadPops for any breach by Client of applicable data privacy laws and regulations.

TERM, SUSPENSION, TERMINATION AND EXPIRATION

(vii) either Party notifies the other Party of its intention to terminate this Agreement, in writing, at least thirty (30) calendar days before the end of the Initial Subscription Term or applicable Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

(viii) terminated in accordance with the provisions of this Agreement.

The Initial Subscription Term and each successive Renewal Term shall collectively be referred to as “Subscription Term” under this Agreement.

10.2 Suspension. LeadPops may, in its sole discretion, suspend or temporarily disable Client’s access to and use of the CaaS Platform and Deploy Services if:

(xiii) Client fails to make payment for the Deploy Services on time with such payment having remained unpaid despite LeadPops sending written notice to Client in order to request payment for such Deploy Services;

(xiv) LeadPops suspects Client of partaking in any illegal activity;

(xv) LeadPops reasonably believes that Client has violated the terms of this Agreement; or

(xvi) requested by law enforcement authorities or other government agencies.

Client acknowledges and agrees that LeadPops shall not be liable to Client or any third party for any loss or damages caused to Client or any third party as a result of the suspension by LeadPops of the Deploy Services. For the avoidance of doubt, any suspension by LeadPops of the Deploy Services shall not relieve Client from Client’s obligation to make payment of the Subscription Plan Fees.

10.3 Termination for Cause. Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate this Agreement without liability to the other if:

(xxii) the other Party commits a material breach of any of the terms of this Agreement and (if such breach is remediable) fails to remedy such breach within thirty (30) calendar days of the date upon which the non-breaching Party has been notified in writing of such breach;

(xxiii) an order is made, or a resolution is passed by any competent authority for the winding up of the other Party, or if circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other Party;

(xxiv) an order is made by any competent authority for the appointment of an administrator to manage the affairs, business and property of the other Party, or legal documents are filed by a third party with a court of competent jurisdiction for the appointment of an administrator of the other Party;

(xxv) a receiver is appointed by an authority of competent jurisdiction, or if any other third party takes possession of or sells the other Party’s assets;

(xxvi) the other Party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way;

(xxvii) the other Party ceases, or threatens to cease, to trade; or

(xxviii) the other Party takes any similar action in any jurisdiction as a consequence of the other Party incurring debt.

10.5 Effect of Termination and Expiration. Client acknowledges that upon the termination or expiration of this Agreement or upon the cancellation of Client’s selected Subscription Plan, Client shall cease to access and use the Deploy Services. Any termination or expiration of this Agreement shall not relieve Client from Client’s obligation to make payment of the Subscription Plan Fees owed up until and including the effective date of termination or expiration.

FORCE MAJEURE

Neither Party shall be liable for, or be considered to be in breach of or in default under this Agreement on account of, any delay or failure to access/use the CaaS Platform and/or Deploy Services, as a result of any cause or condition beyond such Party’s reasonable control, including, but not limited to: fire, explosion, power blackout, terrorism, earthquake, storm, flood, wind, drought or acts of God; epidemic and pandemic, court order; act, delay or failure to act by civil, military or other governmental authority; strike, lockout, labor dispute, riot, insurrection, sabotage or war; failure, interruption or degradation of any telecommunications or transmission lines; unavailability of required parts, materials or other items; acts or omissions of Internet traffic carriers, or act, delay or failure to act by the other Party or any third-party (collectively “Force Majeure Event”); provided that such Party uses reasonable efforts to promptly overcome or mitigate the delay or failure to perform. If one of the causes or conditions listed in this Section 11 delays or prevents a Party’s performance, that Party will promptly notify the other and describe the anticipated duration of the delay or prevention, as well as the steps being taken to overcome or mitigate the delay or failure to perform. For the avoidance of doubt, the occurrence of any Force Majeure Event shall not relieve Client of the obligation to pay any Subscription Plan Fees payable to LeadPops for the period of the Force Majeure Event.

DISPUTE RESOLUTION

(x) A Party must not commence arbitration proceedings (except proceedings seeking interlocutory relief) relating to a Dispute arising under this Agreement unless it has complied with this Section 12;

(xi) A Party claiming that a Dispute has arisen under this Agreement must give the other Party written notice of the particulars of the Dispute;

(xii) In the event of a Dispute, between the Parties hereto, arising out of the use of the CaaS Platform and/or Deploy Services, or in any way relating to this Agreement or any term, condition or provision herein mentioned or the construction or interpretation thereof or otherwise in relation hereto, the Parties hereto will use their reasonable best efforts to resolve any Dispute hereunder through good faith negotiations. A Party hereto must submit a written notice to the other Party, and any such Dispute that cannot be resolved within thirty (30) calendar days of receipt of such notice (or such other period to which the Parties may agree) will be submitted to the American Arbitration Association located in San Diego, California which shall have exclusive jurisdiction to adjudicate any Dispute arising out of or relating to this Agreement.

GOVERNING LAW AND JURISDICTION

13.2 In no event shall any claim, action or proceeding, in relation to Client’s access to and use of the CaaS Platform and/or Deploy Services be instituted by Client against LeadPops more than one (1) year after the cause of action arose.

Schedule A

Deploy Service(s) Description

The following elements/functionalities are included in the Deploy Service(s):

selection of LeadPops themes;
256-bit ssl;
mobile responsive;
75+ built-in lead funnels;
Selection of templates;
custom background image;
custom logo, colors, and fonts;
secure mini-1003 (or Client’s own link);
custom “about” section (i.e. Client’s bio and photo);
20+ provided lead generation content pages;
access to customizable content pages;
social media icons and links;
compliance information;
Americans with Disabilities Act Standards for Accessible Design (ADA) accessibility plugin;
customer reviews section;
google maps location;
customizable login access;
private and secure enterprise hosting;
regular website backups; and
technical support service of 30 minutes per month.

(d) Local SEO Reputation Management and Listings & Citations Service:

managed services which include:

– sending a personalized reputation builder email, requesting customers to leave a review/feedback. This email shall be sent by LeadPops to past and future customers, on behalf of the Client;

– training the Client’s staff (as needed) on the manner in which to request reviews from customers;

– ensuring the Client’s SEO included higher ranking keywords; and

– correcting errors and adding missing information to Client’s data posted on the Web, to improve the Client’s ranking and update the Client’s business information; and

the option to claim the Client’s own Google Business Page, for an additional one-time fee.

setup of Client’s Facebook business page (if necessary);
creation of cover image on Client’s Facebook business page (if necessary);
setup and/or construction of ads;
ad copy;
custom targeting and placement of ads;
Facebook ads monitoring and management;
creation of custom funnel/landing page;
customer relationship management integration;
setup of Facebook;
ad testing and ongoing optimization;
monthly reporting; and
thirty (30) minute monthly coaching/consultation call.

Schedule E

Originator Everywhere (Google Banner Ads) Subscription Services

CAAS PLATFORM AND ORIGINATOR EVERYWHERE SERVICE

1.1 CaaS Platform License Grant. LeadPops hereby grants Client with a non-exclusive, revocable, limited, non-transferable, non-sublicensable license to access and use the CaaS Platform and Originator Everywhere Services (defined below) for:

(ix) Client’s internal business purposes; and

(x) the Subscription Term (defined below) or applicable duration as agreed by the Parties.

1.2 Client acknowledges, understands and agrees that:

(ix) LeadPops reserves the right to determine in LeadPops’ sole and exclusive discretion, the final design, layout, content, domain, hosting and functionality of the CaaS Platform, which is subject to change from time to time without notice and without liability. As such, LeadPops may modify the systems and environment used to deliver the Originator Everywhere Services (defined below);

(x) the CaaS Platform is provided to Client on an “as-is” and “as available” basis. LeadPops may, from time to time and without giving any reason or prior notice to Client, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the CaaS Platform and shall not be liable if any such upgrade, modification, suspension or removal prevents Client from accessing the CaaS Platform.

1.3 Originator Everywhere Services. LeadPops currently provides Client, through the CaaS Platform, with

(xxiv) the creation and management of banner ads, by LeadPops team members;

(xxv) the placement and running of banner ads on third party websites, through the Google Display Network, so as to target and attract marketing leads/traffic (i.e. potential clients) and improve Client’s brand awareness; and

(xxvi) other benefits as more fully described under Schedule A (Originator Everywhere Services Description) of this Agreement,

(collectively the “Originator Everywhere Service(s)”).

1.4 Client acknowledges and understands that the Originator Everywhere Service(s) will not include the following additional services offered by LeadPops via the CaaS Platform: ConversionPro™ Website, Do It For Me Facebook Ads, Do It For Me Google Ads, Reputation Management (driving reviews and listings/citations), ConversionPro™ Blog, Reviewability and Google search ad campaigns services.

1.7 Client acknowledges, understands and agrees that LeadPops shall have the sole discretion to determine the manner in which the Originator Everywhere Services is provided/delivered to Client, including but not limited to defining and using the technical process, practices, tools, coding, resources, third party contractors, service providers and software to be used for the provision of such Originator Everywhere Services to Client.

1.8 Client further acknowledges, understands and agrees that LeadPops may, in its sole discretion, make modifications, updates and upgrades to the Originator Everywhere Services in order to comply with applicable law or if LeadPops deems such modifications, updates and upgrades necessary or useful to maintain or enhance the (i) quality or delivery of the Originator Everywhere Services; (ii) competitive strength of or market for LeadPops Originator Everywhere Services; and (iii) performance and cost effectiveness of the Originator Everywhere Services.

1.9 Client acknowledges that LeadPops may change, suspend or discontinue any or all of the Originator Everywhere Services, at its sole discretion at any time, without notice and for any or no reason.

1.10 Support Services. LeadPops shall provide Client with support services via telephone and email, between Monday to Friday from 07h00am to 16h00pm PST, in order to address any queries, concerns, or technical issues Client may have pertaining to the Originator Everywhere Services as well as to any payment/account issue. LeadPops shall endeavour to resolve any queries and concerns Client may have within seven (7) business days from the date you first logged the issue with us.

RESPONSIBILITIES OF THE PARTIES

2.1 Client’s Responsibilities. Subject to the terms and conditions of this Agreement and, Client agrees to:

(xlvi) access the CaaS Platform and use the Originator Everywhere Services in accordance with this Agreement;

(xlvii) provide LeadPops with accurate and complete content and information including but not limited to the specific locations Client would prefer to run the Google ads, dedicated monthly ad spend, and type of banner ad, so as to assist LeadPops to successfully perform the Originator Everywhere Services under this Agreement. If any of Client’s content and information is incorrect and/or incomplete, Client shall be liable for any and all delays and/or additional fees that may arise from the Originator Everywhere Services as a consequence of Client’s content and information being incorrect and/or incomplete;

(xlviii) attend all meetings and participate in check-in calls with the client success manager as appointed/assigned by LeadPops to Client’s account;

(xlix) follow the advice and guidance provided by LeadPops client success manager in relation to the use of the Originator Everywhere Services;

(l) obtain and maintain all necessary approvals and consents, and comply with all relevant legislation, in relation to the Originator Everywhere Services;

(li) provide LeadPops with the authority to use any and all information provided by Client to formulate and implement Client’s brand message;

(lii) ensure compliance with all applicable local laws and regulations; and

(liii) provide LeadPops with the right to use any content or information provided by Client to LeadPops in the performance of the Originator Everywhere Services.

2.2 Client acknowledges and agrees that LeadPops shall not be held liable for any and all non-delivery of the Originator Everywhere Services as a result of insufficient content/information and lack of approval.

2.3 Each Party undertakes to not take any action that will or is reasonably likely to have a material negative impact on the reputation and/or goodwill of the other Party.

2.4 Restrictions. Client shall not:

(xx) license, sublicense, sell, resell, rent, lease, transfer, distribute or otherwise similarly exploit the Originator Everywhere Services or CaaS Platform,

(xxi) use or permit others to use any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the CaaS Platform,

(xxii) copy, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Originator Everywhere Services, or any part thereof or otherwise attempt to discover any source code or modify the CaaS Platform or Originator Everywhere Services,

(xxiii) create a competitive offering based on the Originator Everywhere Services, and

(xxiv) use the Originator Everywhere for any reason or purpose, other than provided under this Agreement and as intended by LeadPops.

2.5 LeadPops’ Responsibilities. Subject to the terms and condition of this Agreement, LeadPops agrees to provide Client with access to the CaaS Platform, Originator Everywhere Services in accordance with the terms and conditions of this Agreement. LeadPops reserves the right to deny Client access to the CaaS Platform, Originator Everywhere Services, at any time, if LeadPops deems, in its sole discretion, that Client is not complying with this Agreement or to protect LeadPops’ rights, property, and interests.

2.6 LeadPops cannot guarantee that the Originator Everywhere Services will generate a profit or a return on investment or positive feedback for the Client or that the Originator Everywhere Services will be error-free. LeadPops cannot therefore be liable to Client or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the Originator Everywhere Services.

SUBSCRIPTION PLANS, SUBSCRIPTION PLAN FEES, PAYMENT AND TAXES

3.1 Subscription Plans. LeadPops currently offers Clients with several subscription plan options on the CaaS Platform, that enables Client to use the Originator Everywhere Services (“Subscription Plan(s)”). Each Subscription Plan shall (i) include restrictions and requirements that outline the features of the Subscription Plan, and (ii) reference the applicable fee. The features of each Subscription Plan shall be further detailed on the LeadPops website located at www.leadpops.com.

3.2 The fees, and any associated setup fees, corresponding to Client’s selected Subscription Plan (“Subscription Plan Fee(s)”), to be paid by Client to LeadPops in consideration of Client’s access to and use of the CaaS Platform and Originator Everywhere Services shall be LeadPops’ then current published fees and stated on the applicable invoice.

3.3 Client acknowledges and agrees that the fees corresponding to Client’s selected paid Subscription Plan and Originator Everywhere Services shall be (i) quoted and payable in U.S. Dollars (USD); (ii) paid by Client on time; and (iii) strictly non-refundable.

3.4 Client will be billed on a monthly basis (“Billing Cycle(s)”). Billing Cycles may be set on a monthly basis.

3.6 Late Payments. The invoiced Subscription Plan Fees shall become due and payable to LeadPops within fifteen (15) calendar days from the date of the applicable invoice. Any late payment, except for amounts disputed in good faith by Client (in accordance with Section 3.8 of this Agreement), of any amount owing hereunder shall accrue interest at a rate equal to the lesser of (i) 10% per annum, and (ii) the maximum rate permitted by law. In the event that Client is delinquent in the payment of any amounts LeadPops may suspend access to the Originator Everywhere Services provided hereunder. The suspension may continue until such overdue amounts are paid in full. A suspension under this Section 3.6 will not constitute a termination of the Agreement nor will it relieve Client of any of its obligations or liabilities under this Agreement.

3.7 LeadPops may in its sole discretion and at any time, modify the Subscription Plan Fees by posting such modification on LeadPops website or on the invoices sent to Client.. Any Subscription Plan Fee change will become effective at the end of the then-current annual Billing Cycle. LeadPops shall provide Client with reasonable prior notice of at least thirty (30) calendar days prior to effectively implementing any change in Subscription Plan Fees in order to give Client the opportunity to cancel (in accordance with Section 9 of this Agreement) Client’s Subscription Plan before such change becomes effective. Client’s continued use of the Originator Everywhere Services after the Subscription Plan Fee change has come into effect shall constitute Client’s agreement to pay the modified Subscription Plan Fee.

3.9 LeadPops does not guarantee that the Subscription Plan offered on the CaaS Platform and the respective Originator Everywhere Services will be offered indefinitely and reserves the right, at its sole discretion, to (i) change the Subscription Plan Fees, Billing Cycle and payment terms, and (ii) alter the offerings, features, content and options associated with any particular Subscription Plan.

3.10 Client acknowledges and agrees that LeadPops may, from time to time, add additional features or functionalities to the CaaS Platform and Originator Everywhere Services. As such, Client’s access to and use of any additional features and functionalities to the CaaS Platform and Originator Everywhere Services may require the payment of additional fees by Client.

3.11 Taxes. Unless stated otherwise, all Subscription Plan Fees, owed to LeadPops by Client in consideration of Client’s access to and use of the CaaS Platform and Originator Everywhere Services, shall be exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, whether disputed or not, including any value-added, sales, use or withholding taxes, assessable by any jurisdiction (“Taxes”). Client shall be responsible for the payment of any and all Taxes (except for those based on LeadPops’ income) associated with Client’s subscription to the Originator Everywhere Services. Client hereby indemnifies and holds LeadPops harmless from the payment of any Taxes and costs associated with the collection or withholding thereof, including penalties and interest. If LeadPops is under a legal obligation to pay or collect Taxes for which Client is responsible, the applicable amount shall be invoiced (by LeadPops) to and paid by Client unless Client provides LeadPops with a valid tax exemption certificate from the applicable taxing authority.

PROPRIETARY RIGHTS

4.1 LeadPops and/or its licensors own and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights and other intellectual property rights), in the CaaS Platform, domain names, and to its pre-existing technology, products, Originator Everywhere Services, and all modifications, enhancements and derivative works thereof. All the visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, Originator Everywhere Services, images, and all other elements contained on LeadPops’ CaaS Platform, are the sole and exclusive property of LeadPops and/or its licensors.

4.2 Client shall not remove or alter any copyright notices or other proprietary rights notices placed on or embedded in the Originator Everywhere Services. Client shall immediately notify LeadPops of any infringing copy or reproduction of the Originator Everywhere Services, and Client shall not distribute or assist in distributing such infringing copy or reproduction. Client shall take all reasonable steps as requested by LeadPops to protect LeadPops’ intellectual property rights in the Originator Everywhere Services including but not limited to copyrights, patent rights, trademarks and trade secrets.

4.4 LeadPops Feedback. Client grants LeadPops a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into LeadPops’ Originator Everywhere Services any suggestions, enhancement requests, recommendations or other feedback provided by Client relating to the operation of the Originator Everywhere Services.

CONFIDENTIALITY

5.1 “Confidential Information” shall mean any know-how, trade secrets, information, data, materials or other confidential and/or proprietary information disclosed by one Party to the other under this Agreement that is either: (i) conspicuously marked or otherwise identified as ‘Confidential’ or ‘Proprietary’ at the time of disclosure; or (ii) should reasonably be understood by the receiving Party to be confidential based upon the nature of the information disclosed or the circumstances of the disclosure. Confidential Information includes any:

(xvii) business records and plans, user or client feedback, and online accounts;

(xviii) form of scientific, technical or data information, CaaS Platform, identification, passwords, technical and business information relating to disclosing Party’s proprietary ideas, software, business or otherwise;

(xix) concepts, reports, data, knowledge, works in progress, information, trade secrets, trademarks, patentable ideas, copyrights, existing and/or contemplated products and services, development tools, specifications, software, maps, drawings, source code, object codes, flow charts, databases, inventions, CaaS Platform content, designs, logos, brochures, images schematics, research and development;

(xx) form of financial information, production, costs, profit and margin information, finances and financial projections, list or information about users, vendors, Clients, business partners, business associates, customers or clients, marketing information, sales leads, strategic alliances, partners, and current or future business plans and models; and

(ix) personal identifiable information including but not limited to the name, contact details, address, date of birth, personal preferences, etc. related to any customers, employees, contractors, users or any other person whosoever.

5.2 The Parties acknowledge and agree that each Party will have access to certain trade-secrets and other non-public Confidential Information of the other during and in connection with the performance of its/his/her obligations hereunder, and hereby agrees not to disclose any Confidential Information to any third party and not to use any such Confidential Information for any purpose other than as strictly required for the purpose of performing its/his/her obligations under this Agreement. All such Confidential Information is and shall remain the exclusive property of the disclosing Party and no license shall be granted or implied with respect to such Confidential Information by reason of the other Party’s access to such Confidential Information. Each Party agrees to protect the Confidential Information of the other with the same standard of care and procedures used by such Party to protect its own Confidential Information of similar importance while at all times using the same standard of care.

5.3 Each Party shall take such sufficient precautions to enable such Party to comply with all the terms hereof and to ensure similar compliance thereof by each of their respective employees/personnel. Furthermore, each Party shall bind the Party’s respective employees/personnel to ensure and maintain complete and effective secrecy and confidentiality regarding any and all information whatsoever pertaining to the other Party and which comes to such Party’s knowledge in the course of performing its/his/her obligations under this Agreement.

5.4 Use and Compelled Disclosure of Confidential Information. A Party may use Confidential Information of the other Party: (i) to the extent reasonably necessary to exercise its/his/her rights and perform its obligations under this Agreement. Either Party may disclose the existence of this Agreement and any applicable terms and conditions for the purposes of financing, audits, or internal processes. In the event that a Party receives a court order or other validly issued administrative or judicial notice requesting the disclosure of the other Party’s Confidential Information, it/she/he will, to the extent legally permissible, promptly notify the other Party and, if requested, tender to the other Party the defense of the court order or notice. If requested by the disclosing Party, the receiving Party will cooperate (at the expense of the requesting/disclosing Party) in opposing the court order or notice.

5.5 Exclusions. Confidential Information shall not include information that was: (i) previously known to the receiving Party without an obligation not to disclose such information; (ii) independently developed by the receiving Party without use of the other Party’s Confidential Information; (iii) acquired by the receiving Party from a third-party which was not, to the receiving Party’s knowledge, under an obligation not to disclose such information; or (iv) is or becomes publicly available through no fault of the disclosing Party.

5.6 Each Party acknowledges that monetary damages may not be a sufficient remedy for unauthorised disclosure by such Party of any Confidential Information of the other Party and that such other Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.

5.7 Return or Destruction of Confidential Information. On the expiration or termination of this Agreement, or on the disclosing Party’s request, the receiving Party will promptly (i) return to the disclosing Party all Confidential Information provided by the disclosing Party, (ii) destroy all copies the receiving Party made of any Confidential Information, and/or (iii) if requested by the disclosing Party, deliver to the disclosing Party a certificate executed by the receiving Party confirming compliance with the return or destruction obligation under this Section.

5.8 The Parties’ obligations arising under this Section 5 (Confidentiality) shall (i) survive the termination or expiration of this Agreement and (ii) remain indefinitely in force after the termination or expiration of this Agreement.

WARRANTY AND DISCLAIMER

6.1 DISCLAIMER. THE ORIGINATOR EVERYWHERE SERVICES PROVIDED BY LEADPOPS UNDER THIS AGREEMENT, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF LEADPOPS ARE PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. LEADPOPS DOES NOT MAKE ANY OTHER REPRESENTATIONS, WARRANTIES OR COVENANTS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE CAAS PLATFORM AND ORIGINATOR EVERYWHERE SERVICES, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF LEADPOPS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF CONDITION, MERCHANTABILITY, TIMELINESS, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, OR NON INFRINGEMENT AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. LEADPOPS DOES NOT WARRANT THAT THE CAAS PLATFORM AND ORIGINATOR EVERYWHERE SERVICES, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF LEADPOPS UNDER THIS AGREEMENT ARE FREE FROM BUGS, VIRUSES, HARMFUL COMPONENTS, ERRORS, OR DEFECTS, OR THAT THE OPERATION OF ANY OF THE FOREGOING WILL BE SECURE OR UNINTERRUPTED, NOR DOES LEADPOPS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CAAS PLATFORM AND ORIGINATOR EVERYWHERE SERVICES. CLIENT SHALL NOT HAVE THE RIGHT TO PASS ON ANY REPRESENTATION OR WARRANTY OF LEADPOPS TO ANY THIRD-PARTY OR END USER, NOR DOES LEADPOPS PROMISE TO BACKUP ANY OF CLIENT’S DATA. CLIENT ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF PRIVACY, CONFIDENTIAL INFORMATION AND PROPERTY. LEADPOPS SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATION OR WARRANTY, ORAL OR IN WRITING, CONCERNING THE VIABILITY, ENFORCEABILITY, OR COMPLIANCE WITH APPLICABLE LAWS IN RELATION TO THE ORIGINATOR EVERYWHERE SERVICES AND THE USE BY CLIENT OF THE CAAS PLATFORM IN A PARTICULAR COUNTRY, TERRITORY, OR REGION.

6.2 LEADPOPS AND ITS VENDORS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION THAT THE ORIGINATOR EVERYWHERE SERVICES WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT THE CAAS PLATFORM AND ORIGINATOR EVERYWHERE SERVICES, INCLUDING THE ACCESS THERETO AND USE THEREOF, WILL BE UNINTERRUPTED, TIMELY, SECURED, ERROR FREE, THAT DATA WON’T BE LOST, THAT DEFECTS WILL BE CORRECTED, OR THAT THE CAAS PLATFORM AND ORIGINATOR EVERYWHERE SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL CODE. LEADPOPS AND ITS VENDORS FURTHER DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION, ALTERATION, LOSS, OR OTHER DAMAGES THAT CLIENT MAY SUFFER, THAT ARE BEYOND LEADPOPS’ CONTROL.

6.3 EXCEPT AS EXPRESSLY SET FORTH HEREIN, LEADPOPS DOES NOT WARRANT, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION (I) THAT THE CAAS PLATFORM AND ORIGINATOR EVERYWHERE SERVICES (OR ANY PORTION THEREOF) IS COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF CLIENT’S CONTEMPLATED ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS, SOFTWARE OR TOOLS (OR THAT IT WILL REMAIN AS SUCH AT ANY TIME), OR COMPLY WITH ANY LAWS APPLICABLE TO CLIENT; AND/OR (II) REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS THAT CLIENT OBTAIN THROUGH THE CAAS PLATFORM AND ORIGINATOR EVERYWHERE SERVICES.

6.4 While LeadPops may collaborate with Client’s personnel and/or third party vendors to resolve issues, LeadPops shall not be responsible or liable for the functionality or support of Client’s business, services, operations, or any warranties provided by the personnel and/or third party vendors to the Client.

6.5 Mutual Warranties. Each Party hereby represents, warrants, and covenants that: (i) it/she/he has the authority and right to enter into this Agreement, and to perform its/her/his obligations under this Agreement; (ii) no consent, approval, or withholding of objection is required from the Parties senior management, any third-party or governmental authority with respect to the entering into or the performance of this Agreement; and (iii) it/she/he shall be solely responsible for complying with all applicable Federal, state, and local laws and regulations that pertain its/his/her business operation(s) within its/his/her specific industry.

6.6 Downtime. Client acknowledges that the CaaS Platform and/or Originator Everywhere Services may be temporarily unavailable due to scheduled maintenance or for unscheduled emergency maintenance, conducted either by LeadPops or by third party service providers, or due to other causes beyond LeadPops’ reasonable control. Where reasonably possible, LeadPops shall use reasonable efforts to provide Client with advance written notice via e-mail as pertains to any scheduled service disruption.

LIMITATION OF LIABILITY

7.1 Aggregate Liability. LEADPOP’S TOTAL CUMULATIVE LIABILITY TO THE CLIENT FOR ANY CLAIMS (INCLUDING THIRD-PARTY CLAIMS) ARISING FROM, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF LIABILITY (WHETHER IN CONTRACT, NEGLIGENCE, TORT OR OTHER LEGAL THEORY), WILL NOT EXCEED THE SUBSCRIPTION PLAN FEES PAID BY CLIENT TO LEADPOPS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, MINUS ANY AMOUNTS PAID BY THE LIABLE PARTY DURING THAT SAME PERIOD FOR ANY PRIOR LIABILITY.

7.2 No Consequential Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, INDIRECT, RELIANCE OR PUNITIVE DAMAGES, FOR ANY LOSS OF PROFITS (WHETHER DIRECT OR INDIRECT) OR REVENUE (OTHER THAN SUBSCRIPTION PLAN FEES PAYABLE UNDER THIS AGREEMENT), FOR ANY BUSINESS INTERRUPTION OR LOSS OF BUSINESS INFORMATION OR DATA, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE FAILURE OR MALFUNCTION OR ANY DAMAGES WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR NEGLIGENCE OR TORT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED OR IS REASONABLY FORESEEABLE.

INDEMNIFICATION

8.1 LeadPops shall defend, indemnify and hold Client harmless (including by paying external attorneys’ fees and costs/expenses of defense) and pay any settlement to which LeadPops consents in relation to any third party claim to the extent that such third party claim is arising from the Client’s use of the CaaS Platform and/or Originator Everywhere Services infringing upon any intellectual property right of such third-party. LeadPops’ defense and payment obligations will not apply, however, if the third party’s intellectual property infringement claim relates to or arises from:

(xvii) Client’s modification of the Originator Everywhere Services other than as agreed under this Agreement;

(xviii) Client’s use of the CaaS Platform and/or Originator Everywhere Services in combination with any of Client’s or third party’s product, technology, or information not owned or developed by LeadPops;

(xix) Client’s violation of the terms and conditions of this Agreement; or

(xx) LeadPops’ compliance with any Client’s specifications or requirements, including, without limitation, any functional specifications or information provided by Client to LeadPops.

8.2 LeadPops may, in its sole discretion, without liability to Client, in case of third party’s intellectual property infringement or any other type of claim or court order: (i) obtain the necessary rights from such third party, to permit Client to continue to use the Originator Everywhere Services; (ii) replace the Originator Everywhere Services with a non-infringing equivalent service or product; or (iii) modify the Originator Everywhere Services or CaaS Platform to make it non-infringing. As a condition of receiving any of the foregoing remedies, Client must promptly notify LeadPops, as soon as Client becomes aware of any infringement, in writing of the third-party claim, together with the detailed facts, circumstances. Type and nature of the claim and provide reasonable cooperation (at Client’s own expense) and full authority to LeadPops to defend or settle the claim or lawsuit. LeadPops will have no obligation to pay for any settlement or compromise of such third-party claim made without LeadPops’ written consent. The remedies set out in this Section 8 constitute Client’s sole and exclusive remedy and LeadPops’ sole liability with respect to any infringement by LeadPops of any third party’s intellectual property right arising. The aggregate liability for indemnification under this Section 8 shall not, under any circumstances, exceed the aggregate liability provided under Section 7.1 of this Agreement.

8.3 Client shall defend, indemnify and hold LeadPops and its officers, directors, employees, and agents harmless from and against any and all third party claims, actions, liability, expenses (including reasonable attorneys’ fees), costs, or losses arising from:

(xxxvi) Client’s content and information and any action or the performance of any operation or set of operations that the CaaS Platform or Originator Everywhere Services are capable of taking or performing on any such content or information;

(xxxvii) Client’s modification of the Originator Everywhere Services;

(xxxviii) Client’s combination, operation or use of the Originator Everywhere Services with third-party technology;

(xxxix) any misuse (including but not limited to unlawful use) of the Originator Everywhere Services by Client, and Client’s employees, agents or contactors;

(xl) the acts (or any failure to act) of Client or its employees, agents or contractors;

(xli) any breach by Client of its/his/her obligations under this Agreement;

(xlii) any violation of the representations and warranties provided by Client under this Agreement;

(xliii) any breach of security OR any interruption/termination of the Originator Everywhere Services, that is directly related to the design, functionality, performance, or operability of the CaaS Platform and/or Originator Everywhere Services; or

(xliv) any third-party claim against LeadPops for any breach by Client of applicable data privacy laws and regulations.

TERM, SUSPENSION, TERMINATION AND EXPIRATION

9.1 This Agreement shall commence on the Effective Date and remain in force for a period of twelve (12) months (“Initial Subscription Term”). The Initial Subscription Term shall renew for successive periods of twelve (12) months (each a “Renewal Period”) upon LeadPops’ receiving the full upfront monthly payment from Client for the upcoming subsequent Renewal Period, unless:

(ix) either Party notifies the other Party of its intention to terminate this Agreement, in writing, at least thirty (30) calendar days before the end of the Initial Subscription Term or applicable Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

(x) terminated in accordance with the provisions of this Agreement.

The Initial Subscription Term and each successive Renewal Term shall collectively be referred to as “Subscription Term” under this Agreement.

9.2 Suspension. LeadPops may, in its sole discretion, suspend or temporarily disable Client’s access to and use of the CaaS Platform and Originator Everywhere Services if:

(xvii) Client fails to make payment for the Originator Everywhere Services on time with such payment having remained unpaid despite LeadPops sending written notice to Client in order to request payment for such Originator Everywhere Services;

(xviii) LeadPops suspects Client of partaking in any illegal activity;

(xix) LeadPops reasonably believes that Client has violated the terms of this Agreement; or

(xx) requested by law enforcement authorities or other government agencies.

Client acknowledges and agrees that LeadPops shall not be liable to Client or any third party for any loss or damages caused to Client or any third party as a result of the suspension by LeadPops of the Originator Everywhere Services. For the avoidance of doubt, any suspension by LeadPops of the Originator Everywhere Services shall not relieve Client from Client’s obligation to make payment of the Subscription Plan Fees.

9.3 Termination for Cause. Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate this Agreement without liability to the other if:

(xxix) the other Party commits a material breach of any of the terms of this Agreement and (if such breach is remediable) fails to remedy such breach within thirty (30) calendar days of the date upon which the non-breaching Party has been notified in writing of such breach;

(xxx) an order is made, or a resolution is passed by any competent authority for the winding up of the other Party, or if circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other Party;

(xxxi) an order is made by any competent authority for the appointment of an administrator to manage the affairs, business and property of the other Party, or legal documents are filed by a third party with a court of competent jurisdiction for the appointment of an administrator of the other Party;

(xxxii) a receiver is appointed by an authority of competent jurisdiction, or if any other third party takes possession of or sells the other Party’s assets;

(xxxiii) the other Party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way;

(xxxiv) the other Party ceases, or threatens to cease, to trade; or

(xxxv) the other Party takes any similar action in any jurisdiction as a consequence of the other Party incurring debt.

9.4 Termination for Convenience. LeadPops may terminate this Agreement for any reason or no reason at all, and without liability, by giving Client thirty (30) calendar’s notice. For the avoidance of doubt, any termination for convenience by LeadPops shall not relieve Client of the obligation to pay any Subscription Plan Fees payable to LeadPops for the period prior to the effective date of termination.

9.5 Effect of Termination and Expiration. Client acknowledges that upon the termination or expiration of this Agreement or upon the cancellation of Client’s selected Subscription Plan, Client shall cease to access and use the Originator Everywhere Services. Any termination or expiration of this Agreement shall not relieve Client from Client’s obligation to make payment of the Subscription Plan Fees owed up until and including the effective date of termination or expiration.

FORCE MAJEURE

Neither Party shall be liable for, or be considered to be in breach of or in default under this Agreement on account of, any delay or failure to access/use the CaaS Platform and/or Originator Everywhere Services, as a result of any cause or condition beyond such Party’s reasonable control, including, but not limited to: fire, explosion, power blackout, terrorism, earthquake, storm, flood, wind, drought or acts of God; epidemic and pandemic, court order; act, delay or failure to act by civil, military or other governmental authority; strike, lockout, labor dispute, riot, insurrection, sabotage or war; failure, interruption or degradation of any telecommunications or transmission lines; unavailability of required parts, materials or other items; acts or omissions of Internet traffic carriers, or act, delay or failure to act by the other Party or any third-party (collectively “Force Majeure Event”); provided that such Party uses reasonable efforts to promptly overcome or mitigate the delay or failure to perform. If one of the causes or conditions listed in this Section 10 delays or prevents a Party’s performance, that Party will promptly notify the other and describe the anticipated duration of the delay or prevention, as well as the steps being taken to overcome or mitigate the delay or failure to perform. For the avoidance of doubt, the occurrence of any Force Majeure Event shall not relieve Client of the obligation to pay any Subscription Plan Fees payable to LeadPops for the period of the Force Majeure Event.

DISPUTE RESOLUTION

(xiii) A Party must not commence arbitration proceedings (except proceedings seeking interlocutory relief) relating to a Dispute arising under this Agreement unless it has complied with this Section 11;

(xiv) A Party claiming that a Dispute has arisen under this Agreement must give the other Party written notice of the particulars of the Dispute;

(xv) In the event of a Dispute, between the Parties hereto, arising out of the use of the CaaS Platform and/or Originator Everywhere Services, or in any way relating to this Agreement or any term, condition or provision herein mentioned or the construction or interpretation thereof or otherwise in relation hereto, the Parties hereto will use their reasonable best efforts to resolve any Dispute hereunder through good faith negotiations. A Party hereto must submit a written notice to the other Party, and any such Dispute that cannot be resolved within thirty (30) calendar days of receipt of such notice (or such other period to which the Parties may agree) will be submitted to the American Arbitration Association located in San Diego, California which shall have exclusive jurisdiction to adjudicate any Dispute arising out of or relating to this Agreement.

GOVERNING LAW AND JURISDICTION

12.1 This Agreement, and any Dispute arising out of or in connection with the Agreement, its subject matter or its formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws of the state of California (USA). The Parties irrevocably submit to the exclusive jurisdiction of the American Arbitration Association located in San Diego, California. The decisions of the American Arbitration Association shall settle any Dispute which may arise out of or in connection with this Agreement.

12.2 In no event shall any claim, action or proceeding, in relation to Client’s access to and use of the CaaS Platform and/or Originator Everywhere Services be instituted by Client against LeadPops more than one (1) year after the cause of action arose.

Schedule A

Originator Everywhere Service(s) Description

The following elements/functionalities are included in the Originator Everywhere Service(s):

Do-It-For-Me campaign setup and optimization of Google Ads on the Google Display Network;
setup and optimize banner ads targeting prospective clients through Google Display Network’s available interest/demographic targeting;
targeting leads through custom audiences including keywords, websites, and additional interest;
keyword research;
close monitoring of keyword performance;
ads monitoring and management;
custom funnel creation;
customer relationship management integration;
ad testing and ongoing optimization; and
monthly reporting.

Schedule F

Do-it-For-Me Facebook Ads Subscription Services

CAAS PLATFORM AND DO-IT-FOR-ME FACEBOOK ADS SERVICE

1.1 CaaS Platform License Grant. LeadPops hereby grants Client with a non-exclusive, revocable, limited, non-transferable, non-sublicensable license to access and use the CaaS Platform and Do-It-For-Me Facebook Ads Services (defined below) for:

(xi) Client’s internal business purposes; and

(xii) the Subscription Term (defined below) or applicable duration as agreed by the Parties.

1.2 Client acknowledges, understands and agrees that:

(xi) LeadPops reserves the right to determine in LeadPops’ sole and exclusive discretion, the final design, layout, content, domain, hosting and functionality of the CaaS Platform, which is subject to change from time to time without notice and without liability. As such, LeadPops may modify the systems and environment used to deliver the Do-It-For-Me Facebook Ads Services (defined below);

(xii) the CaaS Platform is provided to Client on an “as-is” and “as available” basis. LeadPops may, from time to time and without giving any reason or prior notice to Client, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the CaaS Platform and shall not be liable if any such upgrade, modification, suspension or removal prevents Client from accessing the CaaS Platform.

1.3 Do-It-For-Me Facebook Ads Services. LeadPops currently provides Client, through the CaaS Platform, with

(xxvii) the ability to generate quality mortgage leads through Facebook advertising;

(xxviii) the placement and running of ads through Facebook so as to target and attract marketing leads/traffic (i.e. potential clients) and improve Client’s brand awareness; and

(xxix) access to LeadPops Do-It-For-Me Facebook Ads campaign which is built, managed and optimized by LeadPops client success manager team, and includes other benefits as more fully described under Schedule A (Do-It-For-Me Facebook Ads Services Description) of this Agreement,

(collectively the “Do-It-For-Me Facebook Ads Service(s)”).

1.4 Client acknowledges and understands that the Do-It-For-Me Facebook Ads Service(s) will not include the following additional services offered by LeadPops via the CaaS Platform: ConversionPro™ Website, Do-It-For-Me Google Ads, Reputation Management (driving reviews and listings/citations), ConversionPro™ Blog, Reviewability and Originator Everywhere (Facebook Banner Ads) services.

1.7 Client acknowledges, understands and agrees that LeadPops shall have the sole discretion to determine the manner in which the Do-It-For-Me Facebook Ads Services is provided/delivered to Client, including but not limited to defining and using the technical process, practices, tools, coding, resources, third party contractors, service providers and software to be used for the provision of such Do-It-For-Me Facebook Ads Services to Client.

1.8 Client further acknowledges, understands and agrees that LeadPops may, in its sole discretion, make modifications, updates and upgrades to the Do-It-For-Me Facebook Ads Services in order to comply with applicable law or if LeadPops deems such modifications, updates and upgrades necessary or useful to maintain or enhance the (i) quality or delivery of the Do-It-For-Me Facebook Ads Services; (ii) competitive strength of or market for LeadPops Do-It-For-Me Facebook Ads Services; and (iii) performance and cost effectiveness of the Do-It-For-Me Facebook Ads Services.

1.9 Client acknowledges that LeadPops may change, suspend or discontinue any or all of the Do-It-For-Me Facebook Ads Services, at its sole discretion at any time, without notice and for any or no reason.

1.10 Support Services. LeadPops shall provide Client with support services via telephone and email, between Monday to Friday from 07h00am to 16h00pm PST, in order to address any queries, concerns, or technical issues Client may have pertaining to the Do-It-For-Me Facebook Ads Services as well as to any payment/account issue. LeadPops shall endeavour to resolve any queries and concerns Client may have within seven (7) business days from the date you first logged the issue with us.

RESPONSIBILITIES OF THE PARTIES

2.1 Client’s Responsibilities. Subject to the terms and conditions of this Agreement and, Client agrees to:

(liv) access the CaaS Platform and use the Do-It-For-Me Facebook Ads Services in accordance with this Agreement;

(lv) provide LeadPops with accurate and complete content and information including but not limited to the specific locations Client would prefer to run the Facebook ads, dedicated monthly ad spend, and type of ad, so as to assist LeadPops to successfully perform the Do-It-For-Me Facebook Ads Services under this Agreement. If any of Client’s content and information is incorrect and/or incomplete, Client shall be liable for any and all delays and/or additional fees that may arise from the Do-It-For-Me Facebook Ads Services as a consequence of Client’s content and information being incorrect and/or incomplete;

(lvi) attend all meetings and participate in check-in calls with the client success manager as appointed/assigned by LeadPops to Client’s account;

(lvii) follow the advice and guidance provided by LeadPops client success manager in relation to the use of the Do-It-For-Me Facebook Ads Services;

(lviii) obtain and maintain all necessary approvals and consents, and comply with all relevant legislation, in relation to the Do-It-For-Me Facebook Ads Services;

(lix) provide LeadPops with the authority to use any and all information provided by Client to formulate and implement Client’s brand message;

(lx) ensure compliance with all applicable local laws and regulations; and

(lxi) provide LeadPops with the right to use any content or information provided by Client to LeadPops in the performance of the Do-It-For-Me Facebook Ads Services.

2.2 Client acknowledges and agrees that LeadPops shall not be held liable for any and all non-delivery of the Do-It-For-Me Facebook Ads Services as a result of insufficient content/information and lack of approval.

2.3 Each Party undertakes to not take any action that will or is reasonably likely to have a material negative impact on the reputation and/or goodwill of the other Party.

2.4 Restrictions. Client shall not:

(xxv) license, sublicense, sell, resell, rent, lease, transfer, distribute or otherwise similarly exploit the Do-It-For-Me Facebook Ads Services or CaaS Platform,

(xxvi) use or permit others to use any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the CaaS Platform,

(xxvii) copy, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Do-It-For-Me Facebook Ads Services, or any part thereof or otherwise attempt to discover any source code or modify the CaaS Platform or Do-It-For-Me Facebook Ads Services,

(xxviii) create a competitive offering based on the Do-It-For-Me Facebook Ads Services,

(xxix) use the Do-It-For-Me Facebook Ads Services for any reason or purpose, other than provided under this Agreement and as intended by LeadPops.

2.5 LeadPops’ Responsibilities. Subject to the terms and condition of this Agreement, LeadPops agrees to provide Client with access to the CaaS Platform, Do-It-For-Me Facebook Ads Services in accordance with the terms and conditions of this Agreement. LeadPops reserves the right to deny Client access to the CaaS Platform, Do-It-For-Me Facebook Ads Services, at any time, if LeadPops deems, in its sole discretion, that Client is not complying with this Agreement or to protect LeadPops’ rights, property, and interests.

2.6 LeadPops cannot guarantee that the Do-It-For-Me Facebook Ads Services will generate a profit or a return on investment or positive feedback for the Client or that the Do-It-For-Me Facebook Ads Services will be error-free. LeadPops cannot therefore be liable to Client or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the Do-It-For-Me Facebook Ads Services.

SUBSCRIPTION PLANS, SUBSCRIPTION PLAN FEES, PAYMENT AND TAXES

3.1 Subscription Plans. LeadPops currently offers Clients with several subscription plan options on the CaaS Platform, that enables Client to use the Do-It-For-Me Facebook Ads Services (“Subscription Plan(s)”). Each Subscription Plan shall (i) include restrictions and requirements that outline the features of the Subscription Plan, and (ii) reference the applicable fee. The features of each Subscription Plan shall be further detailed on the LeadPops website located at www.leadpops.com.

3.2 The fees, and any associated setup fees, corresponding to Client’s selected Subscription Plan (“Subscription Plan Fee(s)”), to be paid by Client to LeadPops in consideration of Client’s access to and use of the CaaS Platform and Do-It-For-Me Facebook Ads Services shall be LeadPops’ then current published fees and stated on the applicable invoice.

3.3 Client acknowledges and agrees that the fees corresponding to Client’s selected paid Subscription Plan and Do-It-For-Me Facebook Ads Services shall be (i) quoted and payable in U.S. Dollars (USD); (ii) paid by Client on time; and (iii) strictly non-refundable.

3.4 Client will be billed on a monthly basis (“Billing Cycle(s)”). Billing Cycles may be set on a monthly basis.

3.6 Late Payments. The invoiced Subscription Plan Fees shall become due and payable to LeadPops within fifteen (15) calendar days from the date of the applicable invoice. Any late payment, except for amounts disputed in good faith by Client (in accordance with Section 3.8 of this Agreement), of any amount owing hereunder shall accrue interest at a rate equal to the lesser of (i) 10% per annum, and (ii) the maximum rate permitted by law. In the event that Client is delinquent in the payment of any amounts LeadPops may suspend access to the Do-It-For-Me Facebook Ads Services provided hereunder. The suspension may continue until such overdue amounts are paid in full. A suspension under this Section 3.6 will not constitute a termination of the Agreement nor will it relieve Client of any of its obligations or liabilities under this Agreement.

3.7 LeadPops may in its sole discretion and at any time, modify the Subscription Plan Fees by posting such modification on LeadPops website or on the invoices sent to Client. Any Subscription Plan Fee change will become effective at the end of the then-current annual Billing Cycle. LeadPops shall provide Client with reasonable prior notice of at least thirty (30) calendar days prior to effectively implementing any change in Subscription Plan Fees in order to give Client the opportunity to cancel (in accordance with Section 9 of this Agreement) Client’s Subscription Plan before such change becomes effective. Client’s continued use of the Do-It-For-Me Facebook Ads Services after the Subscription Plan Fee change has come into effect shall constitute Client’s agreement to pay the modified Subscription Plan Fee.

3.9 LeadPops does not guarantee that the Subscription Plan offered on the CaaS Platform and the respective Do-It-For-Me Facebook Ads Services will be offered indefinitely and reserves the right, at its sole discretion, to (i) change the Subscription Plan Fees, Billing Cycle and payment terms, and (ii) alter the offerings, features, content and options associated with any particular Subscription Plan.

3.10 Client acknowledges and agrees that LeadPops may, from time to time, add additional features or functionalities to the CaaS Platform and Do-It-For-Me Facebook Ads Services. As such, Client’s access to and use of any additional features and functionalities to the CaaS Platform and Do-It-For-Me Facebook Ads Services may require the payment of additional fees by Client.

3.11 Taxes. Unless stated otherwise, all Subscription Plan Fees, owed to LeadPops by Client in consideration of Client’s access to and use of the CaaS Platform and Do-It-For-Me Facebook Ads Services, shall be exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, whether disputed or not, including any value-added, sales, use or withholding taxes, assessable by any jurisdiction (“Taxes”). Client shall be responsible for the payment of any and all Taxes (except for those based on LeadPops’ income) associated with Client’s subscription to the Do-It-For-Me Facebook Ads Services. Client hereby indemnifies and holds LeadPops harmless from the payment of any Taxes and costs associated with the collection or withholding thereof, including penalties and interest. If LeadPops is under a legal obligation to pay or collect Taxes for which Client is responsible, the applicable amount shall be invoiced (by LeadPops) to and paid by Client unless Client provides LeadPops with a valid tax exemption certificate from the applicable taxing authority.

PROPRIETARY RIGHTS

4.1 LeadPops and/or its licensors own and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights and other intellectual property rights), in the CaaS Platform, domain names, and to its pre-existing technology, products, Do-It-For-Me Facebook Ads Services, and all modifications, enhancements and derivative works thereof. All the visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, Do-It-For-Me Facebook Ads Services, images, and all other elements contained on LeadPops’ CaaS Platform, are the sole and exclusive property of LeadPops and/or its licensors.

4.2 Client shall not remove or alter any copyright notices or other proprietary rights notices placed on or embedded in the Do-It-For-Me Facebook Ads Services. Client shall immediately notify LeadPops of any infringing copy or reproduction of the Do-It-For-Me Facebook Ads Services, and Client shall not distribute or assist in distributing such infringing copy or reproduction. Client shall take all reasonable steps as requested by LeadPops to protect LeadPops’ intellectual property rights in the Do-It-For-Me Facebook Ads Services including but not limited to copyrights, patent rights, trademarks and trade secrets.

4.4 LeadPops Feedback. Client grants LeadPops a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into LeadPops’ Do-It-For-Me Facebook Ads Services any suggestions, enhancement requests, recommendations or other feedback provided by Client relating to the operation of the Do-It-For-Me Facebook Ads Services.

CONFIDENTIALITY

(xxi) business records and plans, user or client feedback, and online accounts;

(xxii) form of scientific, technical or data information, CaaS Platform, identification, passwords, technical and business information relating to disclosing Party’s proprietary ideas, software, business or otherwise;

(xxiii) concepts, reports, data, knowledge, works in progress, information, trade secrets, trademarks, patentable ideas, copyrights, existing and/or contemplated products and services, development tools, specifications, software, maps, drawings, source code, object codes, flow charts, databases, inventions, CaaS Platform content, designs, logos, brochures, images schematics, research and development;

(xxiv) form of financial information, production, costs, profit and margin information, finances and financial projections, list or information about users, vendors, Clients, business partners, business associates, customers or clients, marketing information, sales leads, strategic alliances, partners, and current or future business plans and models; and

(x) personal identifiable information including but not limited to the name, contact details, address, date of birth, personal preferences, etc. related to any customers, employees, contractors, users or any other person whosoever.

WARRANTY AND DISCLAIMER

6.1 DISCLAIMER. THE DO-IT-FOR-ME FACEBOOK ADS SERVICES PROVIDED BY LEADPOPS UNDER THIS AGREEMENT, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF LEADPOPS ARE PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. LEADPOPS DOES NOT MAKE ANY OTHER REPRESENTATIONS, WARRANTIES OR COVENANTS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE CAAS PLATFORM AND DO-IT-FOR-ME FACEBOOK ADS SERVICES, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF LEADPOPS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF CONDITION, MERCHANTABILITY, TIMELINESS, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, OR NON INFRINGEMENT AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. LEADPOPS DOES NOT WARRANT THAT THE CAAS PLATFORM AND DO-IT-FOR-ME FACEBOOK ADS SERVICES, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF LEADPOPS UNDER THIS AGREEMENT ARE FREE FROM BUGS, VIRUSES, HARMFUL COMPONENTS, ERRORS, OR DEFECTS, OR THAT THE OPERATION OF ANY OF THE FOREGOING WILL BE SECURE OR UNINTERRUPTED, NOR DOES LEADPOPS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CAAS PLATFORM AND DO-IT-FOR-ME FACEBOOK ADS SERVICES. CLIENT SHALL NOT HAVE THE RIGHT TO PASS ON ANY REPRESENTATION OR WARRANTY OF LEADPOPS TO ANY THIRD-PARTY OR END USER, NOR DOES LEADPOPS PROMISE TO BACKUP ANY OF CLIENT’S DATA. CLIENT ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF PRIVACY, CONFIDENTIAL INFORMATION AND PROPERTY. LEADPOPS SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATION OR WARRANTY, ORAL OR IN WRITING, CONCERNING THE VIABILITY, ENFORCEABILITY, OR COMPLIANCE WITH APPLICABLE LAWS IN RELATION TO THE DO-IT-FOR-ME FACEBOOK ADS SERVICES AND THE USE BY CLIENT OF THE CAAS PLATFORM IN A PARTICULAR COUNTRY, TERRITORY, OR REGION.

6.2 LEADPOPS AND ITS VENDORS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION THAT THE DO-IT-FOR-ME FACEBOOK ADS SERVICES WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT THE CAAS PLATFORM AND DO-IT-FOR-ME FACEBOOK ADS SERVICES, INCLUDING THE ACCESS THERETO AND USE THEREOF, WILL BE UNINTERRUPTED, TIMELY, SECURED, ERROR FREE, THAT DATA WON’T BE LOST, THAT DEFECTS WILL BE CORRECTED, OR THAT THE CAAS PLATFORM AND DO-IT-FOR-ME FACEBOOK ADS SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL CODE. LEADPOPS AND ITS VENDORS FURTHER DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION, ALTERATION, LOSS, OR OTHER DAMAGES THAT CLIENT MAY SUFFER, THAT ARE BEYOND LEADPOPS’ CONTROL.

6.3 EXCEPT AS EXPRESSLY SET FORTH HEREIN, LEADPOPS DOES NOT WARRANT, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION (I) THAT THE CAAS PLATFORM AND DO-IT-FOR-ME FACEBOOK ADS SERVICES (OR ANY PORTION THEREOF) IS COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF CLIENT’S CONTEMPLATED ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS, SOFTWARE OR TOOLS (OR THAT IT WILL REMAIN AS SUCH AT ANY TIME), OR COMPLY WITH ANY LAWS APPLICABLE TO CLIENT; AND/OR (II) REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS THAT CLIENT OBTAIN THROUGH THE CAAS PLATFORM AND DO-IT-FOR-ME FACEBOOK ADS SERVICES.

6.6 Downtime. Client acknowledges that the CaaS Platform and/or Do-It-For-Me Facebook Ads Services may be temporarily unavailable due to scheduled maintenance or for unscheduled emergency maintenance, conducted either by LeadPops or by third party service providers, or due to other causes beyond LeadPops’ reasonable control. Where reasonably possible, LeadPops shall use reasonable efforts to provide Client with advance written notice via e-mail as pertains to any scheduled service disruption.

LIMITATION OF LIABILITY

INDEMNIFICATION

8.1 LeadPops shall defend, indemnify and hold Client harmless (including by paying external attorneys’ fees and costs/expenses of defense) and pay any settlement to which LeadPops consents in relation to any third party claim to the extent that such third party claim is arising from the Client’s use of the CaaS Platform and/or Do-It-For-Me Facebook Ads Services infringing upon any intellectual property right of such third-party. LeadPops’ defense and payment obligations will not apply, however, if the third party’s intellectual property infringement claim relates to or arises from:

(xxi) Client’s modification of the Do-It-For-Me Facebook Ads Services other than as agreed under this Agreement;

(xxii) Client’s use of the CaaS Platform and/or Do-It-For-Me Facebook Ads Services in combination with any of Client’s or third party’s product, technology, or information not owned or developed by LeadPops;

(xxiii) Client’s violation of the terms and conditions of this Agreement; or

(xxiv) LeadPops’ compliance with any Client’s specifications or requirements, including, without limitation, any functional specifications or information provided by Client to LeadPops.

8.2 LeadPops may, in its sole discretion, without liability to Client, in case of third party’s intellectual property infringement or any other type of claim or court order: (i) obtain the necessary rights from such third party, to permit Client to continue to use the Do-It-For-Me Facebook Ads Services; (ii) replace the Do-It-For-Me Facebook Ads Services with a non-infringing equivalent service or product; or (iii) modify the Do-It-For-Me Facebook Ads Services or CaaS Platform to make it non-infringing. As a condition of receiving any of the foregoing remedies, Client must promptly notify LeadPops, as soon as Client becomes aware of any infringement, in writing of the third-party claim, together with the detailed facts, circumstances. Type and nature of the claim and provide reasonable cooperation (at Client’s own expense) and full authority to LeadPops to defend or settle the claim or lawsuit. LeadPops will have no obligation to pay for any settlement or compromise of such third-party claim made without LeadPops’ written consent. The remedies set out in this Section 8 constitute Client’s sole and exclusive remedy and LeadPops’ sole liability with respect to any infringement by LeadPops of any third party’s intellectual property right arising. The aggregate liability for indemnification under this Section 8 shall not, under any circumstances, exceed the aggregate liability provided under Section 7.1 of this Agreement.

(xlv) Client’s content and information and any action or the performance of any operation or set of operations that the CaaS Platform or Do-It-For-Me Facebook Ads Services are capable of taking or performing on any such content or information;

(xlvi) Client’s modification of the Do-It-For-Me Facebook Ads Services;

(xlvii) Client’s combination, operation or use of the Do-It-For-Me Facebook Ads Services with third-party technology;

(xlviii) any misuse (including but not limited to unlawful use) of the Do-It-For-Me Facebook Ads Services by Client, and Client’s employees, agents or contactors;

(xlix) the acts (or any failure to act) of Client or its employees, agents or contractors;

(l) any breach by Client of its/his/her obligations under this Agreement;

(li) any violation of the representations and warranties provided by Client under this Agreement;

(lii) any breach of security OR any interruption/termination of the Do-It-For-Me Facebook Ads Services, that is directly related to the design, functionality, performance, or operability of the CaaS Platform and/or Do-It-For-Me Facebook Ads Services; or

(liii) any third-party claim against LeadPops for any breach by Client of applicable data privacy laws and regulations.

TERM, SUSPENSION, TERMINATION AND EXPIRATION

(xi) either Party notifies the other Party of its intention to terminate this Agreement, in writing, at least thirty (30) calendar days before the end of the Initial Subscription Term or applicable Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

(xii) terminated in accordance with the provisions of this Agreement.

The Initial Subscription Term and each successive Renewal Term shall collectively be referred to as “Subscription Term” under this Agreement.

9.2 Suspension. LeadPops may, in its sole discretion, suspend or temporarily disable Client’s access to and use of the CaaS Platform and Do-It-For-Me Facebook Ads Services if:

(xxi) Client fails to make payment for the Do-It-For-Me Facebook Ads Services on time with such payment having remained unpaid despite LeadPops sending written notice to Client in order to request payment for such Do-It-For-Me Facebook Ads Services;

(xxii) LeadPops suspects Client of partaking in any illegal activity;

(xxiii) LeadPops reasonably believes that Client has violated the terms of this Agreement; or

(xxiv) requested by law enforcement authorities or other government agencies.

Client acknowledges and agrees that LeadPops shall not be liable to Client or any third party for any loss or damages caused to Client or any third party as a result of the suspension by LeadPops of the Do-It-For-Me Facebook Ads Services. For the avoidance of doubt, any suspension by LeadPops of the Do-It-For-Me Facebook Ads Services shall not relieve Client from Client’s obligation to make payment of the Subscription Plan Fees.

9.3 Termination for Cause. Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate this Agreement without liability to the other if:

(xxxvi) the other Party commits a material breach of any of the terms of this Agreement and (if such breach is remediable) fails to remedy such breach within thirty (30) calendar days of the date upon which the non-breaching Party has been notified in writing of such breach;

(xxxvii) an order is made, or a resolution is passed by any competent authority for the winding up of the other Party, or if circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other Party;

(xxxviii) an order is made by any competent authority for the appointment of an administrator to manage the affairs, business and property of the other Party, or legal documents are filed by a third party with a court of competent jurisdiction for the appointment of an administrator of the other Party;

(xxxix) a receiver is appointed by an authority of competent jurisdiction, or if any other third party takes possession of or sells the other Party’s assets;

(xl) the other Party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way;

(xli) the other Party ceases, or threatens to cease, to trade; or

(xlii) the other Party takes any similar action in any jurisdiction as a consequence of the other Party incurring debt.

9.5 Effect of Termination and Expiration. Client acknowledges that upon the termination or expiration of this Agreement or upon the cancellation of Client’s selected Subscription Plan, Client shall cease to access and use the Do-It-For-Me Facebook Ads Services. Any termination or expiration of this Agreement shall not relieve Client from Client’s obligation to make payment of the Subscription Plan Fees owed up until and including the effective date of termination or expiration.

FORCE MAJEURE

Neither Party shall be liable for, or be considered to be in breach of or in default under this Agreement on account of, any delay or failure to access/use the CaaS Platform and/or Do-It-For-Me Facebook Ads Services, as a result of any cause or condition beyond such Party’s reasonable control, including, but not limited to: fire, explosion, power blackout, terrorism, earthquake, storm, flood, wind, drought or acts of God; epidemic and pandemic, court order; act, delay or failure to act by civil, military or other governmental authority; strike, lockout, labor dispute, riot, insurrection, sabotage or war; failure, interruption or degradation of any telecommunications or transmission lines; unavailability of required parts, materials or other items; acts or omissions of Internet traffic carriers, or act, delay or failure to act by the other Party or any third-party (collectively “Force Majeure Event”); provided that such Party uses reasonable efforts to promptly overcome or mitigate the delay or failure to perform. If one of the causes or conditions listed in this Section 10 delays or prevents a Party’s performance, that Party will promptly notify the other and describe the anticipated duration of the delay or prevention, as well as the steps being taken to overcome or mitigate the delay or failure to perform. For the avoidance of doubt, the occurrence of any Force Majeure Event shall not relieve Client of the obligation to pay any Subscription Plan Fees payable to LeadPops for the period of the Force Majeure Event.

DISPUTE RESOLUTION

(xvi) A Party must not commence arbitration proceedings (except proceedings seeking interlocutory relief) relating to a Dispute arising under this Agreement unless it has complied with this Section 11;

(xvii) A Party claiming that a Dispute has arisen under this Agreement must give the other Party written notice of the particulars of the Dispute;

(xviii) In the event of a Dispute, between the Parties hereto, arising out of the use of the CaaS Platform and/or Do-It-For-Me Facebook Ads Services, or in any way relating to this Agreement or any term, condition or provision herein mentioned or the construction or interpretation thereof or otherwise in relation hereto, the Parties hereto will use their reasonable best efforts to resolve any Dispute hereunder through good faith negotiations. A Party hereto must submit a written notice to the other Party, and any such Dispute that cannot be resolved within thirty (30) calendar days of receipt of such notice (or such other period to which the Parties may agree) will be submitted to the American Arbitration Association located in San Diego, California which shall have exclusive jurisdiction to adjudicate any Dispute arising out of or relating to this Agreement.

GOVERNING LAW AND JURISDICTION

12.2 In no event shall any claim, action or proceeding, in relation to Client’s access to and use of the CaaS Platform and/or Do-It-For-Me Facebook Ads Services be instituted by Client against LeadPops more than one (1) year after the cause of action arose.

Schedule A

Do-It-For-Me Facebook Ads Service(s) Description

The following elements/functionalities are included in the Do-It-For-Me Facebook Ads Service(s):

setup of Client’s Facebook business page (if necessary);
creation of cover image on Client’s Facebook business page (if necessary);
setup and/or construction of ads;
ad copy;
custom targeting and placement of ads;
Facebook ads monitoring and management;
creation of custom funnel/landing page;
customer relationship management integration;
setup of Facebook;
ad testing and ongoing optimization;
monthly reporting; and
thirty (30) minute monthly coaching/consultation call.

Schedule G

Do-It-For-Me Google Ads Subscription Services

CAAS PLATFORM AND DO-IT-FOR-ME GOOGLE ADS SERVICE

1.1 CaaS Platform License Grant. LeadPops hereby grants Client with a non-exclusive, revocable, limited, non-transferable, non-sublicensable license to access and use the CaaS Platform and Do-It-For-Me Google Ads Services (defined below) for:

(xiii) Client’s internal business purposes; and

(xiv) the Subscription Term (defined below) or applicable duration as agreed by the Parties.

1.2 Client acknowledges, understands and agrees that:

(xiii) LeadPops reserves the right to determine in LeadPops’ sole and exclusive discretion, the final design, layout, content, domain, hosting and functionality of the CaaS Platform, which is subject to change from time to time without notice and without liability. As such, LeadPops may modify the systems and environment used to deliver the Do-It-For-Me Google Ads Services (defined below);

(xiv) the CaaS Platform is provided to Client on an “as-is” and “as available” basis. LeadPops may, from time to time and without giving any reason or prior notice to Client, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the CaaS Platform and shall not be liable if any such upgrade, modification, suspension or removal prevents Client from accessing the CaaS Platform.

1.3 Do-It-For-Me Google Ads Services. LeadPops currently provides Client, through the CaaS Platform, with

(xxx) the placement and running of ads through Google so as to target and attract marketing leads/traffic (i.e. potential clients) and improve Client’s brand awareness; and

(xxxi) access to LeadPops Do-It-For-Me Google Ads campaign which is built, managed and optimized by LeadPops client success manager team, and includes other benefits as more fully described under Schedule A (Do-It-For-Me Google Ads Services Description) of this Agreement,

(collectively the “Do-It-For-Me Google Ads Service(s)”).

1.4 Client acknowledges and understands that the Do-It-For-Me Google Ads Service(s) will not include the following additional services offered by LeadPops via the CaaS Platform: ConversionPro™ Website, Do It For Me Facebook Ads, Reputation Management (driving reviews and listings/citations), ConversionPro™ Blog, Reviewability and Originator Everywhere (Google Banner Ads) services.

1.7 Client acknowledges, understands and agrees that LeadPops shall have the sole discretion to determine the manner in which the Do-It-For-Me Google Ads Services is provided/delivered to Client, including but not limited to defining and using the technical process, practices, tools, coding, resources, third party contractors, service providers and software to be used for the provision of such Do-It-For-Me Google Ads Services to Client.

1.8 Client further acknowledges, understands and agrees that LeadPops may, in its sole discretion, make modifications, updates and upgrades to the Do-It-For-Me Google Ads Services in order to comply with applicable law or if LeadPops deems such modifications, updates and upgrades necessary or useful to maintain or enhance the (i) quality or delivery of the Do-It-For-Me Google Ads Services; (ii) competitive strength of or market for LeadPops Do-It-For-Me Google Ads Services; and (iii) performance and cost effectiveness of the Do-It-For-Me Google Ads Services.

1.9 Client acknowledges that LeadPops may change, suspend or discontinue any or all of the Do-It-For-Me Google Ads Services, at its sole discretion at any time, without notice and for any or no reason.

1.10 Support Services. LeadPops shall provide Client with support services via telephone and email, between Monday to Friday from 07h00am to 16h00pm PST, in order to address any queries, concerns, or technical issues Client may have pertaining to the Do-It-For-Me Google Ads Services as well as to any payment/account issue. LeadPops shall endeavour to resolve any queries and concerns Client may have within seven (7) business days from the date you first logged the issue with us.

RESPONSIBILITIES OF THE PARTIES

2.1 Client’s Responsibilities. Subject to the terms and conditions of this Agreement and, Client agrees to:

(lxii) access the CaaS Platform and use the Do-It-For-Me Google Ads Services in accordance with this Agreement;

(lxiii) provide LeadPops with accurate and complete content and information including but not limited to the specific locations Client would prefer to run the Google ads, dedicated monthly ad spend, and type of ad, so as to assist LeadPops to successfully perform the Do-It-For-Me Google Ads Services under this Agreement. If any of Client’s content and information is incorrect and/or incomplete, Client shall be liable for any and all delays and/or additional fees that may arise from the Do-It-For-Me Google Ads Services as a consequence of Client’s content and information being incorrect and/or incomplete;

(lxiv) attend all meetings and participate in check-in calls with the client success manager as appointed/assigned by LeadPops to Client’s account;

(lxv) follow the advice and guidance provided by LeadPops client success manager in relation to the use of the Do-It-For-Me Google Ads Services;

(lxvi) obtain and maintain all necessary approvals and consents, and comply with all relevant legislation, in relation to the Do-It-For-Me Google Ads Services;

(lxvii) provide LeadPops with the authority to use any and all information provided by Client to formulate and implement Client’s brand message;

(lxviii) ensure compliance with all applicable local laws and regulations; and

(lxix) provide LeadPops with the right to use any content or information provided by Client to LeadPops in the performance of the Do-It-For-Me Google Ads Services.

2.2 Client acknowledges and agrees that LeadPops shall not be held liable for any and all non-delivery of the Do-It-For-Me Google Ads Services as a result of insufficient content/information and lack of approval.

2.3 Each Party undertakes to not take any action that will or is reasonably likely to have a material negative impact on the reputation and/or goodwill of the other Party.

2.4 Restrictions. Client shall not:

(xxx) license, sublicense, sell, resell, rent, lease, transfer, distribute or otherwise similarly exploit the Do-It-For-Me Google Ads Services or CaaS Platform,

(xxxi) use or permit others to use any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the CaaS Platform,

(xxxii) copy, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Do-It-For-Me Google Ads Services, or any part thereof or otherwise attempt to discover any source code or modify the CaaS Platform or Do-It-For-Me Google Ads Services,

(xxxiii) create a competitive offering based on the Do-It-For-Me Google Ads Services, and

(xxxiv) use the Do-It-For-Me Google Ads Services for any reason or purpose, other than provided under this Agreement and as intended by LeadPops.

2.5 LeadPops’ Responsibilities. Subject to the terms and condition of this Agreement, LeadPops agrees to provide Client with access to the CaaS Platform, Do-It-For-Me Google Ads Services in accordance with the terms and conditions of this Agreement. LeadPops reserves the right to deny Client access to the CaaS Platform, Do-It-For-Me Google Ads Services, at any time, if LeadPops deems, in its sole discretion, that Client is not complying with this Agreement or to protect LeadPops’ rights, property, and interests.

2.6 LeadPops cannot guarantee that the Do-It-For-Me Google Ads Services will generate a profit or a return on investment or positive feedback for the Client or that the Do-It-For-Me Google Ads Services will be error-free. LeadPops cannot therefore be liable to Client or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the Do-It-For-Me Google Ads Services.

SUBSCRIPTION PLANS, SUBSCRIPTION PLAN FEES, PAYMENT AND TAXES

3.1 Subscription Plans. LeadPops currently offers Clients with several subscription plan options on the CaaS Platform, that enables Client to use the Do-It-For-Me Google Ads Services (“Subscription Plan(s)”). Each Subscription Plan shall (i) include restrictions and requirements that outline the features of the Subscription Plan, and (ii) reference the applicable fee. The features of each Subscription Plan shall be further detailed on the LeadPops website located at www.leadpops.com.

3.2 The fees, and any associated setup fees, corresponding to Client’s selected Subscription Plan (“Subscription Plan Fee(s)”), to be paid by Client to LeadPops in consideration of Client’s access to and use of the CaaS Platform and Do-It-For-Me Google Ads Services shall be LeadPops’ then current published fees and stated on the applicable invoice.

3.3 Client acknowledges and agrees that the fees corresponding to Client’s selected paid Subscription Plan and Do-It-For-Me Google Ads Services shall be (i) quoted and payable in U.S. Dollars (USD); (ii) paid by Client on time; and (iii) strictly non-refundable.

3.4 Client will be billed on a monthly basis (“Billing Cycle(s)”). Billing Cycles may be set on a monthly basis.

3.6 Late Payments. The invoiced Subscription Plan Fees shall become due and payable to LeadPops within fifteen (15) calendar days from the date of the applicable invoice. Any late payment, except for amounts disputed in good faith by Client (in accordance with Section 3.8 of this Agreement), of any amount owing hereunder shall accrue interest at a rate equal to the lesser of (i) 10% per annum, and (ii) the maximum rate permitted by law. In the event that Client is delinquent in the payment of any amounts LeadPops may suspend access to the Do-It-For-Me Google Ads Services provided hereunder. The suspension may continue until such overdue amounts are paid in full. A suspension under this Section 3.6 will not constitute a termination of the Agreement nor will it relieve Client of any of its obligations or liabilities under this Agreement.

3.7 LeadPops may in its sole discretion and at any time, modify the Subscription Plan Fees by posting such modification on LeadPops website or on the invoices sent to Client.. Any Subscription Plan Fee change will become effective at the end of the then-current annual Billing Cycle. LeadPops shall provide Client with reasonable prior notice of at least thirty (30) calendar days prior to effectively implementing any change in Subscription Plan Fees in order to give Client the opportunity to cancel (in accordance with Section 9 of this Agreement) Client’s Subscription Plan before such change becomes effective. Client’s continued use of the Do-It-For-Me Google Ads Services after the Subscription Plan Fee change has come into effect shall constitute Client’s agreement to pay the modified Subscription Plan Fee.

3.9 LeadPops does not guarantee that the Subscription Plan offered on the CaaS Platform and the respective Do-It-For-Me Google Ads Services will be offered indefinitely and reserves the right, at its sole discretion, to (i) change the Subscription Plan Fees, Billing Cycle and payment terms, and (ii) alter the offerings, features, content and options associated with any particular Subscription Plan.

3.10 Client acknowledges and agrees that LeadPops may, from time to time, add additional features or functionalities to the CaaS Platform and Do-It-For-Me Google Ads Services. As such, Client’s access to and use of any additional features and functionalities to the CaaS Platform and Do-It-For-Me Google Ads Services may require the payment of additional fees by Client.

3.11 Taxes. Unless stated otherwise, all Subscription Plan Fees, owed to LeadPops by Client in consideration of Client’s access to and use of the CaaS Platform and Do-It-For-Me Google Ads Services, shall be exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, whether disputed or not, including any value-added, sales, use or withholding taxes, assessable by any jurisdiction (“Taxes”). Client shall be responsible for the payment of any and all Taxes (except for those based on LeadPops’ income) associated with Client’s subscription to the Do-It-For-Me Google Ads Services. Client hereby indemnifies and holds LeadPops harmless from the payment of any Taxes and costs associated with the collection or withholding thereof, including penalties and interest. If LeadPops is under a legal obligation to pay or collect Taxes for which Client is responsible, the applicable amount shall be invoiced (by LeadPops) to and paid by Client unless Client provides LeadPops with a valid tax exemption certificate from the applicable taxing authority.

PROPRIETARY RIGHTS

4.1 LeadPops and/or its licensors own and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights and other intellectual property rights), in the CaaS Platform, domain names, and to its pre-existing technology, products, Do-It-For-Me Google Ads Services, and all modifications, enhancements and derivative works thereof. All the visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, Do-It-For-Me Google Ads Services, images, and all other elements contained on LeadPops’ CaaS Platform, are the sole and exclusive property of LeadPops and/or its licensors.

4.2 Client shall not remove or alter any copyright notices or other proprietary rights notices placed on or embedded in the Do-It-For-Me Google Ads Services. Client shall immediately notify LeadPops of any infringing copy or reproduction of the Do-It-For-Me Google Ads Services, and Client shall not distribute or assist in distributing such infringing copy or reproduction. Client shall take all reasonable steps as requested by LeadPops to protect LeadPops’ intellectual property rights in the Do-It-For-Me Google Ads Services including but not limited to copyrights, patent rights, trademarks and trade secrets.

4.4 LeadPops Feedback. Client grants LeadPops a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into LeadPops’ Do-It-For-Me Google Ads Services any suggestions, enhancement requests, recommendations or other feedback provided by Client relating to the operation of the Do-It-For-Me Google Ads Services.

CONFIDENTIALITY

(xxv) business records and plans, user or client feedback, and online accounts;

(xxvi) form of scientific, technical or data information, CaaS Platform, identification, passwords, technical and business information relating to disclosing Party’s proprietary ideas, software, business or otherwise;

(xxvii) concepts, reports, data, knowledge, works in progress, information, trade secrets, trademarks, patentable ideas, copyrights, existing and/or contemplated products and services, development tools, specifications, software, maps, drawings, source code, object codes, flow charts, databases, inventions, CaaS Platform content, designs, logos, brochures, images schematics, research and development;

(xxviii) form of financial information, production, costs, profit and margin information, finances and financial projections, list or information about users, vendors, Clients, business partners, business associates, customers or clients, marketing information, sales leads, strategic alliances, partners, and current or future business plans and models; and

(xi) personal identifiable information including but not limited to the name, contact details, address, date of birth, personal preferences, etc. related to any customers, employees, contractors, users or any other person whosoever.

WARRANTY AND DISCLAIMER

6.1 DISCLAIMER. THE DO-IT-FOR-ME GOOGLE ADS SERVICES PROVIDED BY LEADPOPS UNDER THIS AGREEMENT, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF LEADPOPS ARE PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. LEADPOPS DOES NOT MAKE ANY OTHER REPRESENTATIONS, WARRANTIES OR COVENANTS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE CAAS PLATFORM AND DO-IT-FOR-ME GOOGLE ADS SERVICES, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF LEADPOPS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF CONDITION, MERCHANTABILITY, TIMELINESS, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, OR NON INFRINGEMENT AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. LEADPOPS DOES NOT WARRANT THAT THE CAAS PLATFORM AND DO-IT-FOR-ME GOOGLE ADS SERVICES, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF LEADPOPS UNDER THIS AGREEMENT ARE FREE FROM BUGS, VIRUSES, HARMFUL COMPONENTS, ERRORS, OR DEFECTS, OR THAT THE OPERATION OF ANY OF THE FOREGOING WILL BE SECURE OR UNINTERRUPTED, NOR DOES LEADPOPS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CAAS PLATFORM AND DO-IT-FOR-ME GOOGLE ADS SERVICES. CLIENT SHALL NOT HAVE THE RIGHT TO PASS ON ANY REPRESENTATION OR WARRANTY OF LEADPOPS TO ANY THIRD-PARTY OR END USER, NOR DOES LEADPOPS PROMISE TO BACKUP ANY OF CLIENT’S DATA. CLIENT ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF PRIVACY, CONFIDENTIAL INFORMATION AND PROPERTY. LEADPOPS SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATION OR WARRANTY, ORAL OR IN WRITING, CONCERNING THE VIABILITY, ENFORCEABILITY, OR COMPLIANCE WITH APPLICABLE LAWS IN RELATION TO THE DO-IT-FOR-ME GOOGLE ADS SERVICES AND THE USE BY CLIENT OF THE CAAS PLATFORM IN A PARTICULAR COUNTRY, TERRITORY, OR REGION.

6.2 LEADPOPS AND ITS VENDORS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION THAT THE DO-IT-FOR-ME GOOGLE ADS SERVICES WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT THE CAAS PLATFORM AND DO-IT-FOR-ME GOOGLE ADS SERVICES, INCLUDING THE ACCESS THERETO AND USE THEREOF, WILL BE UNINTERRUPTED, TIMELY, SECURED, ERROR FREE, THAT DATA WON’T BE LOST, THAT DEFECTS WILL BE CORRECTED, OR THAT THE CAAS PLATFORM AND DO-IT-FOR-ME GOOGLE ADS SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL CODE. LEADPOPS AND ITS VENDORS FURTHER DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION, ALTERATION, LOSS, OR OTHER DAMAGES THAT CLIENT MAY SUFFER, THAT ARE BEYOND LEADPOPS’ CONTROL.

6.3 EXCEPT AS EXPRESSLY SET FORTH HEREIN, LEADPOPS DOES NOT WARRANT, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION (I) THAT THE CAAS PLATFORM AND DO-IT-FOR-ME GOOGLE ADS SERVICES (OR ANY PORTION THEREOF) IS COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF CLIENT’S CONTEMPLATED ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS, SOFTWARE OR TOOLS (OR THAT IT WILL REMAIN AS SUCH AT ANY TIME), OR COMPLY WITH ANY LAWS APPLICABLE TO CLIENT; AND/OR (II) REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS THAT CLIENT OBTAIN THROUGH THE CAAS PLATFORM AND DO-IT-FOR-ME GOOGLE ADS SERVICES.

6.6 Downtime. Client acknowledges that the CaaS Platform and/or Do-It-For-Me Google Ads Services may be temporarily unavailable due to scheduled maintenance or for unscheduled emergency maintenance, conducted either by LeadPops or by third party service providers, or due to other causes beyond LeadPops’ reasonable control. Where reasonably possible, LeadPops shall use reasonable efforts to provide Client with advance written notice via e-mail as pertains to any scheduled service disruption.

LIMITATION OF LIABILITY

7.1 Aggregate Liability. LEADPOPS’S TOTAL CUMULATIVE LIABILITY TO THE CLIENT FOR ANY CLAIMS (INCLUDING THIRD-PARTY CLAIMS) ARISING FROM, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF LIABILITY (WHETHER IN CONTRACT, NEGLIGENCE, TORT OR OTHER LEGAL THEORY), WILL NOT EXCEED THE SUBSCRIPTION PLAN FEES PAID BY CLIENT TO LEADPOPS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, MINUS ANY AMOUNTS PAID BY THE LIABLE PARTY DURING THAT SAME PERIOD FOR ANY PRIOR LIABILITY.

INDEMNIFICATION

8.1 LeadPops shall defend, indemnify and hold Client harmless (including by paying external attorneys’ fees and costs/expenses of defense) and pay any settlement to which LeadPops consents in relation to any third party claim to the extent that such third party claim is arising from the Client’s use of the CaaS Platform and/or Do-It-For-Me Google Ads Services infringing upon any intellectual property right of such third-party. LeadPops’ defense and payment obligations will not apply, however, if the third party’s intellectual property infringement claim relates to or arises from:

(xxv) Client’s modification of the Do-It-For-Me Google Ads Services other than as agreed under this Agreement;

(xxvi) Client’s use of the CaaS Platform and/or Do-It-For-Me Google Ads Services in combination with any of Client’s or third party’s product, technology, or information not owned or developed by LeadPops;

(xxvii) Client’s violation of the terms and conditions of this Agreement; or

(xxviii) LeadPops’ compliance with any Client’s specifications or requirements, including, without limitation, any functional specifications or information provided by Client to LeadPops.

8.2 LeadPops may, in its sole discretion, without liability to Client, in case of third party’s intellectual property infringement or any other type of claim or court order: (i) obtain the necessary rights from such third party, to permit Client to continue to use the Do-It-For-Me Google Ads Services; (ii) replace the Do-It-For-Me Google Ads Services with a non-infringing equivalent service or product; or (iii) modify the Do-It-For-Me Google Ads Services or CaaS Platform to make it non-infringing. As a condition of receiving any of the foregoing remedies, Client must promptly notify LeadPops, as soon as Client becomes aware of any infringement, in writing of the third-party claim, together with the detailed facts, circumstances. Type and nature of the claim and provide reasonable cooperation (at Client’s own expense) and full authority to LeadPops to defend or settle the claim or lawsuit. LeadPops will have no obligation to pay for any settlement or compromise of such third-party claim made without LeadPops’ written consent. The remedies set out in this Section 8 constitute Client’s sole and exclusive remedy and LeadPops’ sole liability with respect to any infringement by LeadPops of any third party’s intellectual property right arising. The aggregate liability for indemnification under this Section 8 shall not, under any circumstances, exceed the aggregate liability provided under Section 7.1 of this Agreement.

(liv) Client’s content and information, and and any action or the performance of any operation or set of operations that the CaaS Platform or Do-It-For-Me Google Ads Services are capable of taking or performing on any such content or information;

(lv) Client’s modification of the Do-It-For-Me Google Ads Services;

(lvi) Client’s combination, operation or use of the Do-It-For-Me Google Ads Services with third-party technology;

(lvii) any misuse (including but not limited to unlawful use) of the Do-It-For-Me Google Ads Services by Client, and Client’s employees, agents or contactors;

(lviii) the acts (or any failure to act) of Client or its employees, agents or contractors;

(lix) any breach by Client of its/his/her obligations under this Agreement;

(lx) any violation of the representations and warranties provided by Client under this Agreement;

(lxi) any breach of security OR any interruption/termination of the Do-It-For-Me Google Ads Services, that is directly related to the design, functionality, performance, or operability of the CaaS Platform and/or Do-It-For-Me Google Ads Services; or

(lxii) any third-party claim against LeadPops for any breach by Client of applicable data privacy laws and regulations.

TERM, SUSPENSION, TERMINATION AND EXPIRATION

(xiii) either Party notifies the other Party of its intention to terminate this Agreement, in writing, at least thirty (30) calendar days before the end of the Initial Subscription Term or applicable Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

(xiv) terminated in accordance with the provisions of this Agreement.

The Initial Subscription Term and each successive Renewal Term shall collectively be referred to as “Subscription Term” under this Agreement.

9.2 Suspension. LeadPops may, in its sole discretion, suspend or temporarily disable Client’s access to and use of the CaaS Platform and Do-It-For-Me Google Ads Services if:

(xxv) Client fails to make payment for the Do-It-For-Me Google Ads Services on time with such payment having remained unpaid despite LeadPops sending written notice to Client in order to request payment for such Do-It-For-Me Google Ads Services;

(xxvi) LeadPops suspects Client of partaking in any illegal activity;

(xxvii) LeadPops reasonably believes that Client has violated the terms of this Agreement; or

(xxviii) requested by law enforcement authorities or other government agencies.

Client acknowledges and agrees that LeadPops shall not be liable to Client or any third party for any loss or damages caused to Client or any third party as a result of the suspension by LeadPops of the Do-It-For-Me Google Ads Services. For the avoidance of doubt, any suspension by LeadPops of the Do-It-For-Me Google Ads Services shall not relieve Client from Client’s obligation to make payment of the Subscription Plan Fees.

9.3 Termination for Cause. Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate this Agreement without liability to the other if:

(xliii) the other Party commits a material breach of any of the terms of this Agreement and (if such breach is remediable) fails to remedy such breach within thirty (30) calendar days of the date upon which the non-breaching Party has been notified in writing of such breach;

(xliv) an order is made, or a resolution is passed by any competent authority for the winding up of the other Party, or if circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other Party;

(xlv) an order is made by any competent authority for the appointment of an administrator to manage the affairs, business and property of the other Party, or legal documents are filed by a third party with a court of competent jurisdiction for the appointment of an administrator of the other Party;

(xlvi) a receiver is appointed by an authority of competent jurisdiction, or if any other third party takes possession of or sells the other Party’s assets;

(xlvii) the other Party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way;

(xlviii) the other Party ceases, or threatens to cease, to trade; or

(xlix) the other Party takes any similar action in any jurisdiction as a consequence of the other Party incurring debt.

9.5 Effect of Termination and Expiration. Client acknowledges that upon the termination or expiration of this Agreement or upon the cancellation of Client’s selected Subscription Plan, Client shall cease to access and use the Do-It-For-Me Google Ads Services. Any termination or expiration of this Agreement shall not relieve Client from Client’s obligation to make payment of the Subscription Plan Fees owed up until and including the effective date of termination or expiration.

FORCE MAJEURE

Neither Party shall be liable for, or be considered to be in breach of or in default under this Agreement on account of, any delay or failure to access/use the CaaS Platform and/or Do-It-For-Me Google Ads Services, as a result of any cause or condition beyond such Party’s reasonable control, including, but not limited to: fire, explosion, power blackout, terrorism, earthquake, storm, flood, wind, drought or acts of God; epidemic and pandemic, court order; act, delay or failure to act by civil, military or other governmental authority; strike, lockout, labor dispute, riot, insurrection, sabotage or war; failure, interruption or degradation of any telecommunications or transmission lines; unavailability of required parts, materials or other items; acts or omissions of Internet traffic carriers, or act, delay or failure to act by the other Party or any third-party (collectively “Force Majeure Event”); provided that such Party uses reasonable efforts to promptly overcome or mitigate the delay or failure to perform. If one of the causes or conditions listed in this Section 10 delays or prevents a Party’s performance, that Party will promptly notify the other and describe the anticipated duration of the delay or prevention, as well as the steps being taken to overcome or mitigate the delay or failure to perform. For the avoidance of doubt, the occurrence of any Force Majeure Event shall not relieve Client of the obligation to pay any Subscription Plan Fees payable to LeadPops for the period of the Force Majeure Event.

DISPUTE RESOLUTION

(xix) A Party must not commence arbitration proceedings (except proceedings seeking interlocutory relief) relating to a Dispute arising under this Agreement unless it has complied with this Section 11;

(xx) A Party claiming that a Dispute has arisen under this Agreement must give the other Party written notice of the particulars of the Dispute;

(xxi) In the event of a Dispute, between the Parties hereto, arising out of the use of the CaaS Platform and/or Do-It-For-Me Google Ads Services, or in any way relating to this Agreement or any term, condition or provision herein mentioned or the construction or interpretation thereof or otherwise in relation hereto, the Parties hereto will use their reasonable best efforts to resolve any Dispute hereunder through good faith negotiations. A Party hereto must submit a written notice to the other Party, and any such Dispute that cannot be resolved within thirty (30) calendar days of receipt of such notice (or such other period to which the Parties may agree) will be submitted to the American Arbitration Association located in San Diego, California which shall have exclusive jurisdiction to adjudicate any Dispute arising out of or relating to this Agreement.

GOVERNING LAW AND JURISDICTION

12.2 In no event shall any claim, action or proceeding, in relation to Client’s access to and use of the CaaS Platform and/or Do-It-For-Me Google Ads Services be instituted by Client against LeadPops more than one (1) year after the cause of action arose.

Schedule A

Do-It-For-Me Google Ads Service(s) Description

The following elements/functionalities are included in the Do-It-For-Me Google Ads Service(s):

Google ads account creation;
keyword research;
campaign and ad group creation;
monitoring of keyword performance;
adding negatives to improve performance;
bid optimization;
ad extensions setup;
ads monitoring and management;
custom funnel/landing page creation;
google analytics and google tag manager installation;
customer relationship management integration;
transparency so as to ensure continual access to Client’s account;
ad testing and ongoing optimization; and
monthly reporting.

Schedule H

Local SEO Reputation Management and Listing Citations Subscription Services

CAAS PLATFORM AND LOCAL SEO REPUTATION MANAGEMENT AND LISTINGS & CITATIONS SERVICE

1.1 CaaS Platform License Grant. LeadPops hereby grants Client with a non-exclusive, revocable, limited, non-transferable, non-sublicensable license to access and use the CaaS Platform and Local SEO Reputation Management and Listings & Citations Services (defined below) for:

(xv) Client’s internal business purposes; and

(xvi) the Subscription Term (defined below) or applicable duration as agreed by the Parties.

1.2 Client acknowledges, understands and agrees that:

(xv) LeadPops reserves the right to determine in LeadPops’ sole and exclusive discretion, the final design, layout, content, domain, hosting and functionality of the CaaS Platform, which is subject to change from time to time without notice and without liability. As such, LeadPops may modify the systems and environment used to deliver the Local SEO Reputation Management and Listings & Citations Services (defined below);

(xvi) the CaaS Platform is provided to Client on an “as-is” and “as available” basis. LeadPops may, from time to time and without giving any reason or prior notice to Client, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the CaaS Platform and shall not be liable if any such upgrade, modification, suspension or removal prevents Client from accessing the CaaS Platform.

1.3 Local SEO Reputation Management and Listings & Citations Services. LeadPops currently provides Client, through the CaaS Platform, with

(xxxii) the ability to leverage and promote positive reviews to ensure Client’s website is more visible on Google’s local search engine, and thereby increasing the number of leads/traffic to Clients website;

(xxxiii) the ability to improve the Client’s online credibility and ranking; and

(xxxiv) other benefits as more fully described under Schedule A (Local SEO Reputation Management and Listings & Citations Services Description) of this Agreement,

(collectively the “Local SEO Reputation Management and Listings & Citations Service(s)”).

1.4 Client acknowledges and understands that the Local SEO Reputation Management and Listings & Citations Service(s) will not include the following additional services offered by LeadPops via the CaaS Platform: ConversionPro™ Website, Do It For Me Facebook Ads, Do It for Me Google Ads, ConversionPro™ Blog, Reviewability and Originator Everywhere (Google Banner Ads) services.

1.5 Subject to the terms and conditions of this Agreement, LeadPops shall use commercially reasonable efforts to provide Client with access to and use of the CaaS Platform, and/or Local SEO Reputation Management and Listings & Citations Services.

1.6 Client agrees to comply with the terms and conditions of this Agreement, LeadPops website terms of service (https://leadpops.com/terms-of-service/) and any other applicable terms as pertains to the provision, by LeadPops, of the Local SEO Reputation Management and Listings & Citations Services.

1.7 Client acknowledges, understands and agrees that LeadPops shall have the sole discretion to determine the manner in which the Local SEO Reputation Management and Listings & Citations Services is provided/delivered to Client, including but not limited to defining and using the technical process, practices, tools, coding, resources, third party contractors, service providers and software to be used for the provision of such Local SEO Reputation Management and Listings & Citations Services to Client.

1.8 Client further acknowledges, understands and agrees that LeadPops may, in its sole discretion, make modifications, updates and upgrades to the Local SEO Reputation Management and Listings & Citations Services in order to comply with applicable law or if LeadPops deems such modifications, updates and upgrades necessary or useful to maintain or enhance the (i) quality or delivery of the Local SEO Reputation Management and Listings & Citations Services; (ii) competitive strength of or market for LeadPops Local SEO Reputation Management and Listings & Citations Services; and (iii) performance and cost effectiveness of the Local SEO Reputation Management and Listings & Citations Services.

1.9 Client acknowledges that LeadPops may change, suspend or discontinue any or all of the Local SEO Reputation Management and Listings & Citations Services, at its sole discretion at any time, without notice and for any or no reason.

1.10 Support Services. LeadPops shall provide Client with support services via telephone and email, between Monday to Friday from 07h00am to 16h00pm PST, in order to address any queries, concerns, or technical issues Client may have pertaining to the Local SEO Reputation Management and Listings & Citations Services as well as to any payment/account issue. LeadPops shall endeavour to resolve any queries and concerns Client may have within seven (7) business days from the date you first logged the issue with us.

RESPONSIBILITIES OF THE PARTIES

2.1 Client’s Responsibilities. Subject to the terms and conditions of this Agreement and, Client agrees to:

(lxx) access the CaaS Platform and use the Local SEO Reputation Management and Listings & Citations Services in accordance with this Agreement;

(lxxi) provide LeadPops with a list of customers (including but not limited to the customers, full name, phone number, address, and respective email address) that the Client wishes for LeadPops to contact. Such customer information shall be sent by Client to LeadPops via email and in CSV format;

(lxxii) provide LeadPops with accurate and complete content and information, so as to assist LeadPops to successfully perform the Local SEO Reputation Management and Listings & Citations Services under this Agreement. If any of Client’s content and information is incorrect and/or incomplete, Client shall be liable for any and all delays and/or additional fees that may arise from the Local SEO Reputation Management and Listings & Citations Services as a consequence of Client’s content and information being incorrect and/or incomplete;

(lxxiii) obtain and maintain all necessary licences, approvals and consents and comply with all relevant legislation, including data protection legislation, in relation to the Local SEO Reputation Management and Listings & Citations Services;

(lxxiv) provide LeadPops with the authority to use any and all information provided by Client to formulate and implement Client’s brand message;

(lxxv) ensure compliance with all applicable local laws and regulations; and

(lxxvi) provide LeadPops with the right to use any content or information provided by Client to LeadPops in the performance of the Local SEO Reputation Management and Listings & Citations Services.

2.2 Client acknowledges and agrees that LeadPops shall not be held liable for any and all non-delivery of the Local SEO Reputation Management and Listings & Citations Services as a result of insufficient content/information and lack of approval.

2.3 Data Protection. Any and all identifying information regarding Client’s customer’s (including but not limited to personal names, phone numbers, addresses and email addresses or other identifying information) provided by Client to LeadPops (“Client’s Customers Data”) in relation to the Local SEO Reputation Management and Listings & Citations Services will be deemed to be the Confidential Information (defined below) of Client and subject to Section 5 (Confidentiality) of this Agreement. Client agrees to grant LeadPops the limited and restricted right to use Client’s Customers Data solely in connection with the provision of the Local SEO Reputation Management and Listings & Citations Services. As such, Client hereby agrees to indemnify and hold LeadPops harmless of and from any and all claims, suits, judgements or proceedings arising from any claim (i) that Client’s Customers Data or other customer’s information has been collected, distributed, or otherwise used by LeadPops in a manner that violates the customer’s privacy rights and/or data protection legislation or (ii) related to the Processing (defined below) of Client’s Customers Data by or on behalf of LeadPops in accordance with this Agreement. For purposes of this Agreement “Processing” means to take any action or perform any operation or set of operations that the CaaS Platform or Local SEO Reputation Management and Listings & Citations Services are capable of taking or performing on any data, information, or other content.

2.4 Each Party undertakes to not take any action that will or is reasonably likely to have a material negative impact on the reputation and/or goodwill of the other Party.

2.5 Client agrees that LeadPops, as a third party intermediary, is not a party to any activity, content, transaction and related dispute between Client and a customer.

2.6 Restrictions. Client shall not:

(xxxv) license, sublicense, sell, resell, rent, lease, transfer, distribute or otherwise similarly exploit the Local SEO Reputation Management and Listings & Citations Services or CaaS Platform,

(xxxvi) use or permit others to use any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the CaaS Platform,

(xxxvii) copy, create a derivative work of reverse engineer, reverse assemble, disassemble, or decompile the Local SEO Reputation Management and Listings & Citations Services, or any part thereof or otherwise attempt to discover any source code or modify the CaaS Platform or Local SEO Reputation Management and Listings & Citations Services,

(xxxviii) create a competitive offering based on the Local SEO Reputation Management and Listings & Citations Services, and

(xxxix) use the Local SEO Reputation Management and Listings & Citations Services for any reason or purpose, other than provided under this Agreement and as intended by LeadPops.

2.7 LeadPops’ Responsibilities. Subject to the terms and condition of this Agreement, LeadPops agrees to provide Client with access to the CaaS Platform, Local SEO Reputation Management and Listings & Citations Services in accordance with the terms and conditions of this Agreement. LeadPops reserves the right to deny Client access to the CaaS Platform, Local SEO Reputation Management and Listings & Citations Services, at any time, if LeadPops deems, in its sole discretion, that Client is not complying with this Agreement or to protect LeadPops’ rights, property, and interests.

2.8 LeadPops cannot guarantee that the Local SEO Reputation Management and Listings & Citations Services will generate a profit or a return on investment or positive feedback/reviews for the Client or that the Local SEO Reputation Management and Listings & Citations Services will be error-free. LeadPops cannot therefore be liable to Client or any third party for damages, including lost profits, loss of data, lost savings or other incidental, consequential or special damages arising out of the Local SEO Reputation Management and Listings & Citations Services.

SUBSCRIPTION PLANS, SUBSCRIPTION PLAN FEES, PAYMENT AND TAXES

3.1 Subscription Plans. LeadPops currently offers Clients with several subscription plan options on the CaaS Platform, that enables Client to use the Local SEO Reputation Management and Listings & Citations Services (“Subscription Plan(s)”). Each Subscription Plan shall (i) include restrictions and requirements that outline the features of the Subscription Plan, and (ii) reference the applicable fee. The features of each Subscription Plan shall be further detailed on the LeadPops website located at www.leadpops.com.

3.2 The fees, and any associated setup fees, corresponding to Client’s selected Subscription Plan (“Subscription Plan Fee(s)”), to be paid by Client to LeadPops in consideration of Client’s access to and use of the CaaS Platform and Local SEO Reputation Management and Listings & Citations Services shall be LeadPops’ then current published fees and stated on the applicable invoice.

3.3 Client acknowledges and agrees that the fees corresponding to Client’s selected paid Subscription Plan and Local SEO Reputation Management and Listings & Citations Services shall be (i) quoted and payable in U.S. Dollars (USD); (ii) paid by Client on time; and (iii) strictly non-refundable.

3.4 Client will be billed on a monthly basis (“Billing Cycle(s)”). Billing Cycles may be set on a monthly basis.

3.6 Late Payments. The invoiced Subscription Plan Fees shall become due and payable to LeadPops within fifteen (15) calendar days from the date of the applicable invoice. Any late payment, except for amounts disputed in good faith by Client (in accordance with Section 3.8 of this Agreement), of any amount owing hereunder shall accrue interest at a rate equal to the lesser of (i) 10% per annum, and (ii) the maximum rate permitted by law. In the event that Client is delinquent in the payment of any amounts LeadPops may suspend access to the Local SEO Reputation Management and Listings & Citations Services provided hereunder. The suspension may continue until such overdue amounts are paid in full. A suspension under this Section 3.6 will not constitute a termination of the Agreement nor will it relieve Client of any of its obligations or liabilities under this Agreement.

3.7 LeadPops may in its sole discretion and at any time, modify the Subscription Plan Fees. Any Subscription Plan Fee change will become effective at the end of the then-current annual Billing Cycle. LeadPops shall provide Client with reasonable prior notice of at least thirty (30) calendar days prior to effectively implementing any change in Subscription Plan Fees in order to give Client the opportunity to cancel (in accordance with Section 9 of this Agreement) Client’s Subscription Plan before such change becomes effective. Client’s continued use of the Local SEO Reputation Management and Listings & Citations Services after the Subscription Plan Fee change has come into effect shall constitute Client’s agreement to pay the modified Subscription Plan Fee.

3.9 LeadPops does not guarantee that the Subscription Plan offered on the CaaS Platform and the respective Local SEO Reputation Management and Listings & Citations Services will be offered indefinitely and reserves the right, at its sole discretion, to (i) change the Subscription Plan Fees, Billing Cycle and payment terms, and (ii) alter the offerings, features, content and options associated with any particular Subscription Plan.

3.10 Client acknowledges and agrees that LeadPops may, from time to time, add additional features or functionalities to the CaaS Platform and Local SEO Reputation Management and Listings & Citations Services. As such, Client’s access to and use of any additional features and functionalities to the CaaS Platform and Local SEO Reputation Management and Listings & Citations Services may require the payment of additional fees by Client.

3.11 Taxes. Unless stated otherwise, all Subscription Plan Fees, owed to LeadPops by Client in consideration of Client’s access to and use of the CaaS Platform and Local SEO Reputation Management and Listings & Citations Services, shall be exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, whether disputed or not, including any value-added, sales, use or withholding taxes, assessable by any jurisdiction (“Taxes”). Client shall be responsible for the payment of any and all Taxes (except for those based on LeadPops’ income) associated with Client’s subscription to the Local SEO Reputation Management and Listings & Citations Services. Client hereby indemnifies and holds LeadPops harmless from the payment of any Taxes and costs associated with the collection or withholding thereof, including penalties and interest. If LeadPops is under a legal obligation to pay or collect Taxes for which Client is responsible, the applicable amount shall be invoiced (by LeadPops) to and paid by Client unless Client provides LeadPops with a valid tax exemption certificate from the applicable taxing authority.

PROPRIETARY RIGHTS

4.1 LeadPops and/or its licensors own and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights and other intellectual property rights), in the CaaS Platform, domain names, and to its pre-existing technology, products, Local SEO Reputation Management and Listings & Citations Services, and all modifications, enhancements and derivative works thereof. All the visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, Local SEO Reputation Management and Listings & Citations Services, images, and all other elements contained on LeadPops’ CaaS Platform, are the sole and exclusive property of LeadPops and/or its licensors.

4.2 Client shall not remove or alter any copyright notices or other proprietary rights notices placed on or embedded in the Local SEO Reputation Management and Listings & Citations Services. Client shall immediately notify LeadPops of any infringing copy or reproduction of the Local SEO Reputation Management and Listings & Citations Services, and Client shall not distribute or assist in distributing such infringing copy or reproduction. Client shall take all reasonable steps as requested by LeadPops to protect LeadPops’ intellectual property rights in the Local SEO Reputation Management and Listings & Citations Services including but not limited to copyrights, patent rights, trademarks and trade secrets.

4.3 Client and/or its licensors own and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights and other intellectual property rights), in and to Client’s Customers Data, content and information, and pre-existing technology, products and services. Except for the limited rights granted expressly by Client to LeadPops under this Agreement, Client reserves all rights, title and interests in and to Client’s Customers Data, content and information.

4.4 LeadPops Feedback. Client grants LeadPops a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into LeadPops’ Local SEO Reputation Management and Listings & Citations Services any suggestions, enhancement requests, recommendations or other feedback provided by Client relating to the operation of the Local SEO Reputation Management and Listings & Citations Services.

CONFIDENTIALITY

(xxix) business records and plans, user or client feedback, and online accounts;

(xxx) form of scientific, technical or data information, CaaS Platform, identification, passwords, technical and business information relating to disclosing Party’s proprietary ideas, software, business or otherwise;

(xxxi) concepts, reports, data, knowledge, works in progress, information, trade secrets, trademarks, patentable ideas, copyrights, existing and/or contemplated products and services, development tools, specifications, software, maps, drawings, source code, object codes, flow charts, databases, inventions, CaaS Platform content, designs, logos, brochures, images schematics, research and development;

(xxxii) form of financial information, production, costs, profit and margin information, finances and financial projections, list or information about users, vendors, Clients, business partners, business associates, customers or clients, marketing information, sales leads, strategic alliances, partners, and current or future business plans and models; and

(xii) personal identifiable information including but not limited to the name, contact details, address, date of birth, personal preferences, etc. related to any customers, employees, contractors, users or any other person whosoever.

WARRANTY AND DISCLAIMER

6.1 DISCLAIMER. THE LOCAL SEO REPUTATION MANAGEMENT AND LISTINGS & CITATIONS SERVICES PROVIDED BY LEADPOPS UNDER THIS AGREEMENT, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF LEADPOPS ARE PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. LEADPOPS DOES NOT MAKE ANY OTHER REPRESENTATIONS, WARRANTIES OR COVENANTS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE CAAS PLATFORM AND LOCAL SEO REPUTATION MANAGEMENT AND LISTINGS & CITATIONS SERVICES, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF LEADPOPS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF CONDITION, MERCHANTABILITY, TIMELINESS, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, OR NON INFRINGEMENT AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. LEADPOPS DOES NOT WARRANT THAT THE CAAS PLATFORM AND LOCAL SEO REPUTATION MANAGEMENT AND LISTINGS & CITATIONS SERVICES, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF LEADPOPS UNDER THIS AGREEMENT ARE FREE FROM BUGS, VIRUSES, HARMFUL COMPONENTS, ERRORS, OR DEFECTS, OR THAT THE OPERATION OF ANY OF THE FOREGOING WILL BE SECURE OR UNINTERRUPTED, NOR DOES LEADPOPS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CAAS PLATFORM AND LOCAL SEO REPUTATION MANAGEMENT AND LISTINGS & CITATIONS SERVICES. CLIENT SHALL NOT HAVE THE RIGHT TO PASS ON ANY REPRESENTATION OR WARRANTY OF LEADPOPS TO ANY THIRD-PARTY OR END USER, NOR DOES LEADPOPS PROMISE TO BACKUP ANY OF CLIENT’S DATA OR CLIENT’S CUSTOMERS DATA. CLIENT ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF PRIVACY, CONFIDENTIAL INFORMATION AND PROPERTY. LEADPOPS SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATION OR WARRANTY, ORAL OR IN WRITING, CONCERNING THE VIABILITY, ENFORCEABILITY, OR COMPLIANCE WITH APPLICABLE LAWS IN RELATION TO THE LOCAL SEO REPUTATION MANAGEMENT AND LISTINGS & CITATIONS SERVICES AND THE USE BY CLIENT OF THE CAAS PLATFORM IN A PARTICULAR COUNTRY, TERRITORY, OR REGION.

6.2 LEADPOPS AND ITS VENDORS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION THAT THE LOCAL SEO REPUTATION MANAGEMENT AND LISTINGS & CITATIONS SERVICES WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT THE CAAS PLATFORM AND LOCAL SEO REPUTATION MANAGEMENT AND LISTINGS & CITATIONS SERVICES, INCLUDING THE ACCESS THERETO AND USE THEREOF, WILL BE UNINTERRUPTED, TIMELY, SECURED, ERROR FREE, THAT DATA WON’T BE LOST, THAT DEFECTS WILL BE CORRECTED, OR THAT THE CAAS PLATFORM AND LOCAL SEO REPUTATION MANAGEMENT AND LISTINGS & CITATIONS SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL CODE. LEADPOPS AND ITS VENDORS FURTHER DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION, ALTERATION, LOSS, OR OTHER DAMAGES THAT CLIENT MAY SUFFER, THAT ARE BEYOND LEADPOPS’ CONTROL.

6.3 EXCEPT AS EXPRESSLY SET FORTH HEREIN, LEADPOPS DOES NOT WARRANT, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION (I) THAT THE CAAS PLATFORM AND LOCAL SEO REPUTATION MANAGEMENT AND LISTINGS & CITATIONS SERVICES (OR ANY PORTION THEREOF) IS COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF CLIENT’S CONTEMPLATED ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS, SOFTWARE OR TOOLS (OR THAT IT WILL REMAIN AS SUCH AT ANY TIME), OR COMPLY WITH ANY LAWS APPLICABLE TO CLIENT; AND/OR (II) REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS THAT CLIENT OBTAIN THROUGH THE CAAS PLATFORM AND LOCAL SEO REPUTATION MANAGEMENT AND LISTINGS & CITATIONS SERVICES.

6.6 Downtime. Client acknowledges that the CaaS Platform and/or Local SEO Reputation Management and Listings & Citations Services may be temporarily unavailable due to scheduled maintenance or for unscheduled emergency maintenance, conducted either by LeadPops or by third party service providers, or due to other causes beyond LeadPops’ reasonable control. Where reasonably possible, LeadPops shall use reasonable efforts to provide Client with advance written notice via e-mail as pertains to any scheduled service disruption.

LIMITATION OF LIABILITY

INDEMNIFICATION

8.1 LeadPops shall defend, indemnify and hold Client harmless (including by paying external attorneys’ fees and costs/expenses of defense) and pay any settlement to which LeadPops consents in relation to any third party claim to the extent that such third party claim is arising from the Client’s use of the CaaS Platform and/or Local SEO Reputation Management and Listings & Citations Services infringing upon any intellectual property right of such third-party. LeadPops’ defense and payment obligations will not apply, however, if the third party’s intellectual property infringement claim relates to or arises from:

(xxix) Client’s modification of the Local SEO Reputation Management and Listings & Citations Services other than as agreed under this Agreement;

(xxx) Client’s use of the CaaS Platform and/or Local SEO Reputation Management and Listings & Citations Services in combination with any of Client’s or third party’s product, technology, or information not owned or developed by LeadPops;

(xxxi) Client’s violation of the terms and conditions of this Agreement; or

(xxxii) LeadPops’ compliance with any Client’s specifications or requirements, including, without limitation, any functional specifications or information provided by Client to LeadPops.

8.2 LeadPops may, in its sole discretion, without liability to Client, in case of third party’s intellectual property infringement or any other type of claim or court order: (i) obtain the necessary rights from such third party, to permit Client to continue to use the Local SEO Reputation Management and Listings & Citations Services; (ii) replace the Local SEO Reputation Management and Listings & Citations Services with a non-infringing equivalent service or product; or (iii) modify the Local SEO Reputation Management and Listings & Citations Services or CaaS Platform to make it non-infringing. As a condition of receiving any of the foregoing remedies, Client must promptly notify LeadPops, as soon as Client becomes aware of any infringement, in writing of the third-party claim, together with the detailed facts, circumstances. Type and nature of the claim and provide reasonable cooperation (at Client’s own expense) and full authority to LeadPops to defend or settle the claim or lawsuit. LeadPops will have no obligation to pay for any settlement or compromise of such third-party claim made without LeadPops’ written consent. The remedies set out in this Section 8 constitute Client’s sole and exclusive remedy and LeadPops’ sole liability with respect to any infringement by LeadPops of any third party’s intellectual property right arising. The aggregate liability for indemnification under this Section 8 shall not, under any circumstances, exceed the aggregate liability provided under Section 7.1 of this Agreement.

(lxiii) Client’s Customers Data, content and information, including any Processing by or on behalf of LeadPops in accordance with this Agreement;

(lxiv) Client’s modification of the Local SEO Reputation Management and Listings & Citations Services;

(lxv) Client’s combination, operation or use of the Local SEO Reputation Management and Listings & Citations Services with third-party technology;

(lxvi) any misuse (including but not limited to unlawful use) of the Local SEO Reputation Management and Listings & Citations Services by Client, and Client’s employees, agents or contactors;

(lxvii) the acts (or any failure to act) of Client or its employees, agents or contractors;

(lxviii) any breach by Client of its/his/her obligations under this Agreement;

(lxix) any violation of the representations and warranties provided by Client under this Agreement;

(lxx) any breach of security OR any interruption/termination of the Local SEO Reputation Management and Listings & Citations Services, that is directly related to the design, functionality, performance, or operability of the CaaS Platform and/or Local SEO Reputation Management and Listings & Citations Services; or

(lxxi) any third-party claim against LeadPops for any breach by Client of applicable data privacy laws and regulations.

TERM, SUSPENSION, TERMINATION AND EXPIRATION

(xv) either Party notifies the other Party of its intention to terminate this Agreement, in writing, at least thirty (30) calendar days before the end of the Initial Subscription Term or applicable Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

(xvi) terminated in accordance with the provisions of this Agreement.

The Initial Subscription Term and each successive Renewal Term shall collectively be referred to as “Subscription Term” under this Agreement.

9.2 Suspension. LeadPops may, in its sole discretion, suspend or temporarily disable Client’s access to and use of the CaaS Platform and Local SEO Reputation Management and Listings & Citations Services if:

(xxix) Client fails to make payment for the Local SEO Reputation Management and Listings & Citations Services on time with such payment having remained unpaid despite LeadPops sending written notice to Client in order to request payment for such Local SEO Reputation Management and Listings & Citations Services;

(xxx) LeadPops suspects Client of partaking in any illegal activity;

(xxxi) LeadPops reasonably believes that Client has violated the terms of this Agreement; or

(xxxii) requested by law enforcement authorities or other government agencies.

Client acknowledges and agrees that LeadPops shall not be liable to Client or any third party for any loss or damages caused to Client or any third party as a result of the suspension by LeadPops of the Local SEO Reputation Management and Listings & Citations Services. For the avoidance of doubt, any suspension by LeadPops of the Local SEO Reputation Management and Listings & Citations Services shall not relieve Client from Client’s obligation to make payment of the Subscription Plan Fees.

9.3 Termination for Cause. Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate this Agreement without liability to the other if:

(l) the other Party commits a material breach of any of the terms of this Agreement and (if such breach is remediable) fails to remedy such breach within thirty (30) calendar days of the date upon which the non-breaching Party has been notified in writing of such breach;

(li) an order is made, or a resolution is passed by any competent authority for the winding up of the other Party, or if circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other Party;

(lii) an order is made by any competent authority for the appointment of an administrator to manage the affairs, business and property of the other Party, or legal documents are filed by a third party with a court of competent jurisdiction for the appointment of an administrator of the other Party;

(liii) a receiver is appointed by an authority of competent jurisdiction, or if any other third party takes possession of or sells the other Party’s assets;

(liv) the other Party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way;

(lv) the other Party ceases, or threatens to cease, to trade; or

(lvi) the other Party takes any similar action in any jurisdiction as a consequence of the other Party incurring debt.

9.5 Effect of Termination and Expiration. Client acknowledges that upon the termination or expiration of this Agreement or upon the cancellation of Client’s selected Subscription Plan, Client shall cease to access and use the Local SEO Reputation Management and Listings & Citations Services. Any termination or expiration of this Agreement shall not relieve Client from Client’s obligation to make payment of the Subscription Plan Fees owed up until and including the effective date of termination or expiration.

FORCE MAJEURE

Neither Party shall be liable for, or be considered to be in breach of or in default under this Agreement on account of, any delay or failure to access/use the CaaS Platform and/or Local SEO Reputation Management and Listings & Citations Services, as a result of any cause or condition beyond such Party’s reasonable control, including, but not limited to: fire, explosion, power blackout, terrorism, earthquake, storm, flood, wind, drought or acts of God; epidemic and pandemic, court order; act, delay or failure to act by civil, military or other governmental authority; strike, lockout, labor dispute, riot, insurrection, sabotage or war; failure, interruption or degradation of any telecommunications or transmission lines; unavailability of required parts, materials or other items; acts or omissions of Internet traffic carriers, or act, delay or failure to act by the other Party or any third-party (collectively “Force Majeure Event”); provided that such Party uses reasonable efforts to promptly overcome or mitigate the delay or failure to perform. If one of the causes or conditions listed in this Section 10 delays or prevents a Party’s performance, that Party will promptly notify the other and describe the anticipated duration of the delay or prevention, as well as the steps being taken to overcome or mitigate the delay or failure to perform. For the avoidance of doubt, the occurrence of any Force Majeure Event shall not relieve Client of the obligation to pay any Subscription Plan Fees payable to LeadPops for the period of the Force Majeure Event.

DISPUTE RESOLUTION

(xxii) A Party must not commence arbitration proceedings (except proceedings seeking interlocutory relief) relating to a Dispute arising under this Agreement unless it has complied with this Section 11;

(xxiii) A Party claiming that a Dispute has arisen under this Agreement must give the other Party written notice of the particulars of the Dispute;

(xxiv) In the event of a Dispute, between the Parties hereto, arising out of the use of the CaaS Platform and/or Local SEO Reputation Management and Listings & Citations Services, or in any way relating to this Agreement or any term, condition or provision herein mentioned or the construction or interpretation thereof or otherwise in relation hereto, the Parties hereto will use their reasonable best efforts to resolve any Dispute hereunder through good faith negotiations. A Party hereto must submit a written notice to the other Party, and any such Dispute that cannot be resolved within thirty (30) calendar days of receipt of such notice (or such other period to which the Parties may agree) will be submitted to the American Arbitration Association located in San Diego, California which shall have exclusive jurisdiction to adjudicate any Dispute arising out of or relating to this Agreement.

GOVERNING LAW AND JURISDICTION

12.2 In no event shall any claim, action or proceeding, in relation to Client’s access to and use of the CaaS Platform and/or Local SEO Reputation Management and Listings & Citations Services be instituted by Client against LeadPops more than one (1) year after the cause of action arose.

Schedule A

Local SEO Reputation Management and Listings & Citations Service(s) Description

The following elements/functionalities are included in the Local SEO Reputation Management and Listings & Citations Service(s):

managed services which include:

– sending a personalized reputation builder email, requesting customers to leave a review/feedback. This email shall be sent by LeadPops to past and future customers, on behalf of the Client;

– training the Client’s staff (as needed) on the manner in which to request reviews from customers;

– ensuring the Client’s SEO included higher ranking keywords; and

– correcting errors and adding missing information to Client’s data posted on the Web, to improve the Client’s ranking and update the Client’s business information; and

the option to claim the Client’s own Google Business Page, for an additional one-time fee.

Schedule I

Advanced Local Plus Bundle Subscription Services

CAAS PLATFORM AND LOCAL PLUS SERVICES

(i) Client’s internal business purposes; and

(ii) the Subscription Term (defined below) or applicable duration as agreed by the Parties.

1.2 Client acknowledges, understands and agrees that:

1.3 Local Plus Services. LeadPops currently provides Client, through the CaaS Platform, with access to LeadPops ConversionPro™ Website & Lead Funnels, and Local SEO Reputation Management and Listings & Citations Services (collectively the “Local Plus Service(s)”). The Local Plus Services provides Client with:

(i) lead funnels which is a plug and play software solution aimed at promoting a client’s brand thereby converting marketing leads/traffic (i.e. potential clients) into paying clients;

(ii) access to LeadPops ConversionPro™ website which is optimized for lead generation, and includes (a) multiple lead funnel conversion touchpoints built in to the ConversionPro™ website;

(iii) the ability to leverage and promote positive reviews to ensure Client’s website is more visible on Google’s local search engine, and thereby increasing the number of leads/traffic to Clients website;

(iv) the ability to improve the Client’s online credibility and ranking; and

(v) other benefits as more fully described under Schedule A (Local Plus Services Description) of this Agreement,

1.4 Client acknowledges and understands that the Local Plus Service(s) will not include the following additional services offered by LeadPops via the CaaS Platform: Do It For Me Facebook Ads, Do It for Me Google Ads, ConversionPro™ Blog, Reviewability and Originator Everywhere (Google Banner Ads) services.

1.7 Client acknowledges, understands and agrees that LeadPops shall have the sole discretion to determine the manner in which the Local Plus Services is provided/delivered to Client, including but not limited to defining and using the technical process, practices, tools, coding, resources, third party contractors, service providers and software to be used for the provision of such Local Plus Services to Client.

1.8 Client further acknowledges, understands and agrees that LeadPops may, in its sole discretion, make modifications, updates and upgrades to the Local Plus Services in order to comply with applicable law or if LeadPops deems such modifications, updates and upgrades necessary or useful to maintain or enhance the (i) quality or delivery of the Local Plus Services; (ii) competitive strength of or market for LeadPops Local Plus Services; and (iii) performance and cost effectiveness of the Local Plus Services.

1.9 Client acknowledges that LeadPops may change, suspend or discontinue any or all of the Local Plus Services, at its sole discretion at any time, without notice and for any or no reason.

1.10 Support Services. LeadPops shall provide Client with support services via telephone and email, between Monday to Friday from 07h00am to 16h00pm PST, in order to address any queries, concerns, or technical issues Client may have pertaining to the Local Plus Services as well as to any payment/account issue. LeadPops shall endeavour to resolve any queries and concerns Client may have within seven (7) business days from the date you first logged the issue with us.

RESPONSIBILITIES OF THE PARTIES

2.1 Client’s Responsibilities. Subject to the terms and conditions of this Agreement and, Client agrees to:

(i) access the CaaS Platform and use the Local Plus Services in accordance with this Agreement;

(ii) complete and submit LeadPops checklist, as well as provide any other information as is requested by LeadPops and/or used for the provision of the Local Plus Services;

(iii) secure Client’s own domain to host Client’s customized ConversionPro™ website;

(iv) review and confirm, via email to LeadPops, the contents of Client’s customized ConversionPro™ website, prior to such customized ConversionPro™ website going live;

(v) approve all relevant Local Plus Services prior to delivery of Client’s completed customized ConversionPro™ website;

(vi) provide LeadPops with a list of customers (including but not limited to the customers, full name, phone number, address, and respective email address) that the Client wishes for LeadPops to contact. Such customer information shall be sent by Client to LeadPops via email and in CSV format;

(vii) provide LeadPops with accurate and complete content and information, so as to assist LeadPops to successfully perform the Local Plus Services under this Agreement. If any of Client’s content and information is incorrect and/or incomplete, Client shall be liable for any and all delays and/or additional fees that may arise from the Local Plus Services as a consequence of Client’s content and information being incorrect and/or incomplete;

(viii) obtain and maintain all necessary licences, approvals and consents and comply with all relevant legislation, including data protection legislation, in relation to the Local Plus Services;

(ix) provide LeadPops with the authority to use any and all information provided by Client to formulate and implement Client’s brand message;

(x) ensure compliance with all applicable local laws and regulations; and

(xi) provide LeadPops with the right to use any content or information provided by Client to LeadPops in the performance of the Local Plus Services.

2.2 Client acknowledges and agrees that LeadPops shall not be held liable for any and all non-delivery of the Local Plus Services as a result of insufficient content/information and lack of approval.

2.3 Client acknowledges and agrees that the delivery of the ConversionPro™ Website & Lead Funnels Service portion of the Local Plus Services shall be considered as accepted on the date of delivery of Client’s customized ConversionPro™ website.

2.4 Data Protection. Any and all identifying information regarding Client’s customer’s (including but not limited to personal names, phone numbers, addresses and email addresses or other identifying information) provided by Client to LeadPops (“Client’s Customers Data”) in relation to the Local Plus Services will be deemed to be the Confidential Information (defined below) of Client and subject to Section 6 (Confidentiality) of this Agreement. Client agrees to grant LeadPops the limited and restricted right to use Client’s Customers Data solely in connection with the provision of the Local Plus Services. As such, Client hereby agrees to indemnify and hold LeadPops harmless of and from any and all claims, suits, judgements or proceedings arising from any claim (i) that Client’s Customers Data or other customer’s information has been collected, distributed, or otherwise used by LeadPops in a manner that violates the customer’s privacy rights and/or data protection legislation or (ii) related to the Processing (defined below) of Client’s Customers Data by or on behalf of LeadPops in accordance with this Agreement. For purposes of this Agreement “Processing” means to take any action or perform any operation or set of operations that the CaaS Platform or Local Plus Services are capable of taking or performing on any data, information, or other content.

2.5 Each Party undertakes to not take any action that will or is reasonably likely to have a material negative impact on the reputation and/or goodwill of the other Party.

2.6 Client agrees that LeadPops, as a third party intermediary, is not a party to any activity, content, transaction and related dispute between Client and a customer.

2.7 Restrictions. Client shall not:

(i) license, sublicense, sell, resell, rent, lease, transfer, distribute or otherwise similarly exploit the Local Plus Services or CaaS Platform,

(ii) use or permit others to use any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the CaaS Platform,

(iii) copy, create a derivative work of reverse engineer, reverse assemble, disassemble, or decompile the Local Plus Services, or any part thereof or otherwise attempt to discover any source code or modify the CaaS Platform or Local Plus Services,

(iv) create a competitive offering based on the Local Plus Services, and

(v) use the Local Plus Services for any reason or purpose, other than provided under this Agreement and as intended by LeadPops.

2.8 LeadPops’ Responsibilities. Subject to the terms and condition of this Agreement, LeadPops agrees to provide Client with access to the CaaS Platform, Local Plus Services in accordance with the terms and conditions of this Agreement. LeadPops reserves the right to deny Client access to the CaaS Platform, Local Plus Services, at any time, if LeadPops deems, in its sole discretion, that Client is not complying with this Agreement or to protect LeadPops’ rights, property, and interests.

2.9 LeadPops cannot guarantee that the Local Plus Services will generate a profit or a return on investment or positive feedback/reviews for the Client or that the Local Plus Services will be error-free. LeadPops cannot therefore be liable to Client or any third party for damages, including lost profits, loss of data, lost savings or other incidental, consequential or special damages arising out of the Local Plus Services.

SUBSCRIPTION PLANS, SUBSCRIPTION PLAN FEES, PAYMENT AND TAXES

3.1 Subscription Plans. LeadPops currently offers Clients with several subscription plan options on the CaaS Platform, that enables Client to use the Local Plus Services (“Subscription Plan(s)”). Each Subscription Plan shall (i) include restrictions and requirements that outline the features of the Subscription Plan, and (ii) reference the applicable fee. The features of each Subscription Plan shall be further detailed on the LeadPops website located at www.leadpops.com.

3.2 The fees, and any associated setup fees, corresponding to Client’s selected Subscription Plan (“Subscription Plan Fee(s)”), to be paid by Client to LeadPops in consideration of Client’s access to and use of the CaaS Platform and Local Plus Services shall be LeadPops’ then current published fees and stated on the applicable invoice.

3.3 Client acknowledges and agrees that the fees corresponding to Client’s selected paid Subscription Plan and Local Plus Services shall be (i) quoted and payable in U.S. Dollars (USD); (ii) paid by Client on time; and (iii) strictly non-refundable.

3.4 Client will be billed on a monthly basis (“Billing Cycle(s)”). Billing Cycles may be set on a monthly basis.

3.6 Late Payments. The invoiced Subscription Plan Fees shall become due and payable to LeadPops within fifteen (15) calendar days from the date of the applicable invoice. Any late payment, except for amounts disputed in good faith by Client (in accordance with Section 3.8 of this Agreement), of any amount owing hereunder shall accrue interest at a rate equal to the lesser of (i) 10% per annum, and (ii) the maximum rate permitted by law. In the event that Client is delinquent in the payment of any amounts LeadPops may suspend access to the Local Plus Services provided hereunder. The suspension may continue until such overdue amounts are paid in full. A suspension under this Section 3.6 will not constitute a termination of the Agreement nor will it relieve Client of any of its obligations or liabilities under this Agreement.

3.7 LeadPops may in its sole discretion and at any time, modify the Subscription Plan Fees. Any Subscription Plan Fee change will become effective at the end of the then-current annual Billing Cycle. LeadPops shall provide Client with reasonable prior notice of at least thirty (30) calendar days prior to effectively implementing any change in Subscription Plan Fees in order to give Client the opportunity to cancel (in accordance with Section 10 of this Agreement) Client’s Subscription Plan before such change becomes effective. Client’s continued use of the Local Plus Services after the Subscription Plan Fee change has come into effect shall constitute Client’s agreement to pay the modified Subscription Plan Fee.

3.9 LeadPops does not guarantee that the Subscription Plan offered on the CaaS Platform and the respective Local Plus Services will be offered indefinitely and reserves the right, at its sole discretion, to (i) change the Subscription Plan Fees, Billing Cycle and payment terms, and (ii) alter the offerings, features, content and options associated with any particular Subscription Plan.

3.10 Client acknowledges and agrees that LeadPops may, from time to time, add additional features or functionalities to the CaaS Platform and Local Plus Services. As such, Client’s access to and use of any additional features and functionalities to the CaaS Platform and Local Plus Services may require the payment of additional fees by Client.

3.11 Taxes. Unless stated otherwise, all Subscription Plan Fees, owed to LeadPops by Client in consideration of Client’s access to and use of the CaaS Platform and Local Plus Services, shall be exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, whether disputed or not, including any value-added, sales, use or withholding taxes, assessable by any jurisdiction (“Taxes”). Client shall be responsible for the payment of any and all Taxes (except for those based on LeadPops’ income) associated with Client’s subscription to the Local Plus Services. Client hereby indemnifies and holds LeadPops harmless from the payment of any Taxes and costs associated with the collection or withholding thereof, including penalties and interest. If LeadPops is under a legal obligation to pay or collect Taxes for which Client is responsible, the applicable amount shall be invoiced (by LeadPops) to and paid by Client unless Client provides LeadPops with a valid tax exemption certificate from the applicable taxing authority.

PROPRIETARY RIGHTS

4.1 LeadPops and/or its licensors own and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights and other intellectual property rights), in the CaaS Platform, domain names, and to its pre-existing technology, products, Local Plus Services, and all modifications, enhancements and derivative works thereof. All the visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, Local Plus Services, images, and all other elements contained on LeadPops’ CaaS Platform, are the sole and exclusive property of LeadPops and/or its licensors.

4.2 Client shall not remove or alter any copyright notices or other proprietary rights notices placed on or embedded in the Local Plus Services. Client shall immediately notify LeadPops of any infringing copy or reproduction of the Local Plus Services, and Client shall not distribute or assist in distributing such infringing copy or reproduction. Client shall take all reasonable steps as requested by LeadPops to protect LeadPops’ intellectual property rights in the Local Plus Services including but not limited to copyrights, patent rights, trademarks and trade secrets.

4.3 Client and/or its licensors own and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights and other intellectual property rights), in and to Client’s Customers Data, content and information, and pre-existing technology, products and services. Except for the limited rights granted expressly by Client to LeadPops under this Agreement, Client reserves all rights, title and interests in and to Client’s Customers Data, content and information.

4.4 LeadPops Feedback. Client grants LeadPops a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into LeadPops’ Local Plus Services any suggestions, enhancement requests, recommendations or other feedback provided by Client relating to the operation of the Local Plus Services.

TRADEMARKS

5.2 Client hereby grants to LeadPops a non-exclusive, non-transferable license to use Client’s trademarks for the purposes of promoting and marketing the Local Plus Services, and in accordance with Client’s trademark guidelines. Client and/or its licensors retain all right, title and interest in the Client’s trademarks, all derivative works of the Client’s trademarks and all proprietary rights in Client’s trademarks, both during and after termination of this Agreement.

CONFIDENTIALITY

(i) business records and plans, user or client feedback, and online accounts;

WARRANTY AND DISCLAIMER

7.1 DISCLAIMER. THE LOCAL PLUS SERVICES PROVIDED BY LEADPOPS UNDER THIS AGREEMENT, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF LEADPOPS ARE PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. LEADPOPS DOES NOT MAKE ANY OTHER REPRESENTATIONS, WARRANTIES OR COVENANTS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE CAAS PLATFORM AND LOCAL PLUS SERVICES, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF LEADPOPS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF CONDITION, MERCHANTABILITY, TIMELINESS, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, OR NON INFRINGEMENT AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. LEADPOPS DOES NOT WARRANT THAT THE CAAS PLATFORM AND LOCAL PLUS SERVICES, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF LEADPOPS UNDER THIS AGREEMENT ARE FREE FROM BUGS, VIRUSES, HARMFUL COMPONENTS, ERRORS, OR DEFECTS, OR THAT THE OPERATION OF ANY OF THE FOREGOING WILL BE SECURE OR UNINTERRUPTED, NOR DOES LEADPOPS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CAAS PLATFORM AND LOCAL PLUS SERVICES. CLIENT SHALL NOT HAVE THE RIGHT TO PASS ON ANY REPRESENTATION OR WARRANTY OF LEADPOPS TO ANY THIRD-PARTY OR END USER, NOR DOES LEADPOPS PROMISE TO BACKUP ANY OF CLIENT’S DATA OR CLIENT’S CUSTOMERS DATA. CLIENT ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF PRIVACY, CONFIDENTIAL INFORMATION AND PROPERTY. LEADPOPS SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATION OR WARRANTY, ORAL OR IN WRITING, CONCERNING THE VIABILITY, ENFORCEABILITY, OR COMPLIANCE WITH APPLICABLE LAWS IN RELATION TO THE LOCAL PLUS SERVICES AND THE USE BY CLIENT OF THE CAAS PLATFORM IN A PARTICULAR COUNTRY, TERRITORY, OR REGION.

7.2 LEADPOPS AND ITS VENDORS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION THAT THE LOCAL PLUS SERVICES WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT THE CAAS PLATFORM AND LOCAL PLUS SERVICES, INCLUDING THE ACCESS THERETO AND USE THEREOF, WILL BE UNINTERRUPTED, TIMELY, SECURED, ERROR FREE, THAT DATA WON’T BE LOST, THAT DEFECTS WILL BE CORRECTED, OR THAT THE CAAS PLATFORM AND LOCAL PLUS SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL CODE. LEADPOPS AND ITS VENDORS FURTHER DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION, ALTERATION, LOSS, OR OTHER DAMAGES THAT CLIENT MAY SUFFER, THAT ARE BEYOND LEADPOPS’ CONTROL.

7.3 EXCEPT AS EXPRESSLY SET FORTH HEREIN, LEADPOPS DOES NOT WARRANT, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION (I) THAT THE CAAS PLATFORM AND LOCAL PLUS SERVICES (OR ANY PORTION THEREOF) IS COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF CLIENT’S CONTEMPLATED ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS, SOFTWARE OR TOOLS (OR THAT IT WILL REMAIN AS SUCH AT ANY TIME), OR COMPLY WITH ANY LAWS APPLICABLE TO CLIENT; AND/OR (II) REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS THAT CLIENT OBTAIN THROUGH THE CAAS PLATFORM AND LOCAL PLUS SERVICES.

7.6 Downtime. Client acknowledges that the CaaS Platform and/or Local Plus Services may be temporarily unavailable due to scheduled maintenance or for unscheduled emergency maintenance, conducted either by LeadPops or by third party service providers, or due to other causes beyond LeadPops’ reasonable control. Where reasonably possible, LeadPops shall use reasonable efforts to provide Client with advance written notice via e-mail as pertains to any scheduled service disruption.

LIMITATION OF LIABILITY

INDEMNIFICATION

9.1 LeadPops shall defend, indemnify and hold Client harmless (including by paying external attorneys’ fees and costs/expenses of defense) and pay any settlement to which LeadPops consents in relation to any third party claim to the extent that such third party claim is arising from the Client’s use of the CaaS Platform and/or Local Plus Services infringing upon any intellectual property right of such third-party. LeadPops’ defense and payment obligations will not apply, however, if the third party’s intellectual property infringement claim relates to or arises from:

(i) Client’s modification of the Local Plus Services other than as agreed under this Agreement;

(ii) Client’s use of the CaaS Platform and/or Local Plus Services in combination with any of Client’s or third party’s product, technology, or information not owned or developed by LeadPops;

(iii) Client’s violation of the terms and conditions of this Agreement; or

(iv) LeadPops’ compliance with any Client’s specifications or requirements, including, without limitation, any functional specifications or information provided by Client to LeadPops.

9.2 LeadPops may, in its sole discretion, without liability to Client, in case of third party’s intellectual property infringement or any other type of claim or court order: (i) obtain the necessary rights from such third party, to permit Client to continue to use the Local Plus Services; (ii) replace the Local Plus Services with a non-infringing equivalent service or product; or (iii) modify the Local Plus Services or CaaS Platform to make it non-infringing. As a condition of receiving any of the foregoing remedies, Client must promptly notify LeadPops, as soon as Client becomes aware of any infringement, in writing of the third-party claim, together with the detailed facts, circumstances. Type and nature of the claim and provide reasonable cooperation (at Client’s own expense) and full authority to LeadPops to defend or settle the claim or lawsuit. LeadPops will have no obligation to pay for any settlement or compromise of such third-party claim made without LeadPops’ written consent. The remedies set out in this Section 9 constitute Client’s sole and exclusive remedy and LeadPops’ sole liability with respect to any infringement by LeadPops of any third party’s intellectual property right arising. The aggregate liability for indemnification under this Section shall not, under any circumstances, exceed the aggregate liability provided under Section 8.1 of this Agreement.

(i) Client’s Customers Data, content and information, including any Processing by or on behalf of LeadPops in accordance with this Agreement;

(ii) Client’s modification of the Local Plus Services;

(iii) Client’s combination, operation or use of the Local Plus Services with third-party technology;

(iv) any misuse (including but not limited to unlawful use) of the Local Plus Services by Client, and Client’s employees, agents or contactors;

(v) the acts (or any failure to act) of Client or its employees, agents or contractors;

(vi) any breach by Client of its/his/her obligations under this Agreement;

(vii) any violation of the representations and warranties provided by Client under this Agreement;

(viii) any breach of security OR any interruption/termination of the Local Plus Services, that is directly related to the design, functionality, performance, or operability of the CaaS Platform and/or Local Plus Services; or

(ix) any third-party claim against LeadPops for any breach by Client of applicable data privacy laws and regulations.

TERM, SUSPENSION, TERMINATION AND EXPIRATION

(ii) terminated in accordance with the provisions of this Agreement.

The Initial Subscription Term and each successive Renewal Term shall collectively be referred to as “Subscription Term” under this Agreement.

10.2 Suspension. LeadPops may, in its sole discretion, suspend or temporarily disable Client’s access to and use of the CaaS Platform and Local Plus Services if:

(i) Client fails to make payment for the Local Plus Services on time with such payment having remained unpaid despite LeadPops sending written notice to Client in order to request payment for such Local Plus Services;

(ii) LeadPops suspects Client of partaking in any illegal activity;

(iii) LeadPops reasonably believes that Client has violated the terms of this Agreement; or

(iv) requested by law enforcement authorities or other government agencies.

Client acknowledges and agrees that LeadPops shall not be liable to Client or any third party for any loss or damages caused to Client or any third party as a result of the suspension by LeadPops of the Local Plus Services. For the avoidance of doubt, any suspension by LeadPops of the Local Plus Services shall not relieve Client from Client’s obligation to make payment of the Subscription Plan Fees.

10.3 Termination for Cause. Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate this Agreement without liability to the other if:

(iv) a receiver is appointed by an authority of competent jurisdiction, or if any other third party takes possession of or sells the other Party’s assets;

(v) the other Party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way;

(vi) the other Party ceases, or threatens to cease, to trade; or

(vii) the other Party takes any similar action in any jurisdiction as a consequence of the other Party incurring debt.

10.5 Effect of Termination and Expiration. Client acknowledges that upon the termination or expiration of this Agreement or upon the cancellation of Client’s selected Subscription Plan, Client shall cease to access and use the Local Plus Services. Any termination or expiration of this Agreement shall not relieve Client from Client’s obligation to make payment of the Subscription Plan Fees owed up until and including the effective date of termination or expiration.

FORCE MAJEURE

Neither Party shall be liable for, or be considered to be in breach of or in default under this Agreement on account of, any delay or failure to access/use the CaaS Platform and/or Local Plus Services, as a result of any cause or condition beyond such Party’s reasonable control, including, but not limited to: fire, explosion, power blackout, terrorism, earthquake, storm, flood, wind, drought or acts of God; epidemic and pandemic, court order; act, delay or failure to act by civil, military or other governmental authority; strike, lockout, labor dispute, riot, insurrection, sabotage or war; failure, interruption or degradation of any telecommunications or transmission lines; unavailability of required parts, materials or other items; acts or omissions of Internet traffic carriers, or act, delay or failure to act by the other Party or any third-party (collectively “Force Majeure Event”); provided that such Party uses reasonable efforts to promptly overcome or mitigate the delay or failure to perform. If one of the causes or conditions listed in this Section 11 delays or prevents a Party’s performance, that Party will promptly notify the other and describe the anticipated duration of the delay or prevention, as well as the steps being taken to overcome or mitigate the delay or failure to perform. For the avoidance of doubt, the occurrence of any Force Majeure Event shall not relieve Client of the obligation to pay any Subscription Plan Fees payable to LeadPops for the period of the Force Majeure Event.

DISPUTE RESOLUTION

(i) A Party must not commence arbitration proceedings (except proceedings seeking interlocutory relief) relating to a Dispute arising under this Agreement unless it has complied with this Section 12;

(ii) A Party claiming that a Dispute has arisen under this Agreement must give the other Party written notice of the particulars of the Dispute;

(iii) In the event of a Dispute, between the Parties hereto, arising out of the use of the CaaS Platform and/or Local Plus Services, or in any way relating to this Agreement or any term, condition or provision herein mentioned or the construction or interpretation thereof or otherwise in relation hereto, the Parties hereto will use their reasonable best efforts to resolve any Dispute hereunder through good faith negotiations. A Party hereto must submit a written notice to the other Party, and any such Dispute that cannot be resolved within thirty (30) calendar days of receipt of such notice (or such other period to which the Parties may agree) will be submitted to the American Arbitration Association located in San Diego, California which shall have exclusive jurisdiction to adjudicate any Dispute arising out of or relating to this Agreement.

GOVERNING LAW AND JURISDICTION

13.2 In no event shall any claim, action or proceeding, in relation to Client’s access to and use of the CaaS Platform and/or Local Plus Services be instituted by Client against LeadPops more than one (1) year after the cause of action arose.

Schedule A

Local Plus Service(s) Description

The following elements/functionalities are included in the Local Plus Service(s):

(a) ConversionPro™ Website & Lead Funnels Service:

selection of LeadPops themes;
256-bit ssl;
mobile responsive;
75+ built-in lead funnels;
Selection of templates;
custom background image;
custom logo, colors, and fonts;
secure mini-1003 (or Client’s own link);
custom “about” section (i.e. Client’s bio and photo);
20+ provided lead generation content pages;
access to customizable content pages;
social media icons and links;
compliance information;
Americans with Disabilities Act Standards for Accessible Design (ADA) accessibility plugin;
customer reviews section;
google maps location;
customizable login access;
private and secure enterprise hosting;
regular website backups; and
technical support service of 30 minutes per month.

(b) Local SEO Reputation Management and Listings & Citations Service:

managed services which include:

– sending a personalized reputation builder email, requesting customers to leave a review/feedback. This email shall be sent by LeadPops to past and future customers, on behalf of the Client;

– training the Client’s staff (as needed) on the manner in which to request reviews from customers;

– ensuring the Client’s SEO included higher ranking keywords; and

– correcting errors and adding missing information to Client’s data posted on the Web, to improve the Client’s ranking and update the Client’s business information; and

the option to claim the Client’s own Google Business Page, for an additional one-time fee.

Schedule J

Local Plus Bundle Subscription Services

CAAS PLATFORM AND ADVANCED LOCAL PLUS SERVICES

(iii) Client’s internal business purposes; and

(iv) the Subscription Term (defined below) or applicable duration as agreed by the Parties.

1.2 Client acknowledges, understands and agrees that:

1.3 Advanced Local Plus Services. LeadPops currently provides Client, through the CaaS Platform, with access to LeadPops ConversionPro™ Website & Lead Funnels, Local SEO Reputation Management and Listings & Citations and Do-It-For-Me Hyperlocal Google Ads Services (collectively the “Advanced Local Plus Service(s)”). The Advanced Local Plus Services provides Client with:

(vi) lead funnels which is a plug and play software solution aimed at promoting a client’s brand thereby converting marketing leads/traffic (i.e. potential clients) into paying clients;

(vii) access to LeadPops ConversionPro™ website which is optimized for lead generation, and includes (a) multiple lead funnel conversion touchpoints built in to the ConversionPro™ website;

(viii) the ability to leverage and promote positive reviews to ensure Client’s website is more visible on Google’s local search engine, and thereby increasing the number of leads/traffic to Clients website;

(ix) the ability to improve the Client’s online credibility and ranking;

(x) the placement and running of ads through Google so as to target and attract marketing leads/traffic (i.e. potential clients) and improve Client’s brand awareness;

(xi) access to LeadPops Do-It-For-Me Hyperlocal Google Ads campaign which is built, managed and optimized by LeadPops client success manager team; and

(xii) other benefits as more fully described under Schedule A (Advanced Local Plus Services Description) of this Agreement,

1.4 Client acknowledges and understands that the Advanced Local Plus Service(s) will not include the following additional services offered by LeadPops via the CaaS Platform: Do-It-For-Me Facebook Ads, ConversionPro™ Blog, Reviewability and Originator Everywhere (Google Banner Ads) services.

1.7 Client acknowledges, understands and agrees that LeadPops shall have the sole discretion to determine the manner in which the Advanced Local Plus Services is provided/delivered to Client, including but not limited to defining and using the technical process, practices, tools, coding, resources, third party contractors, service providers and software to be used for the provision of such Advanced Local Plus Services to Client.

1.8 Client further acknowledges, understands and agrees that LeadPops may, in its sole discretion, make modifications, updates and upgrades to the Advanced Local Plus Services in order to comply with applicable law or if LeadPops deems such modifications, updates and upgrades necessary or useful to maintain or enhance the (i) quality or delivery of the Advanced Local Plus Services; (ii) competitive strength of or market for LeadPops Advanced Local Plus Services; and (iii) performance and cost effectiveness of the Advanced Local Plus Services.

1.9 Client acknowledges that LeadPops may change, suspend or discontinue any or all of the Advanced Local Plus Services, at its sole discretion at any time, without notice and for any or no reason.

1.10 Support Services. LeadPops shall provide Client with support services via telephone and email, between Monday to Friday from 07h00am to 16h00pm PST, in order to address any queries, concerns, or technical issues Client may have pertaining to the Advanced Local Plus Services as well as to any payment/account issue. LeadPops shall endeavour to resolve any queries and concerns Client may have within seven (7) business days from the date you first logged the issue with us.

RESPONSIBILITIES OF THE PARTIES

2.1 Client’s Responsibilities. Subject to the terms and conditions of this Agreement and, Client agrees to:

(xii) access the CaaS Platform and use the Advanced Local Plus Services in accordance with this Agreement;

(xiii) complete and submit LeadPops checklist, as well as provide any other information as is requested by LeadPops and/or used for the provision of the Advanced Local Plus Services;

(xiv) secure Client’s own domain to host Client’s customized ConversionPro™ website;

(xv) review and confirm, via email to LeadPops, the contents of Client’s customized ConversionPro™ website, prior to such customized ConversionPro™ website going live;

(xvi) approve all relevant Advanced Local Plus Services prior to delivery of Client’s completed customized ConversionPro™ website;

(xvii) provide LeadPops with a list of customers (including but not limited to the customers, full name, phone number, address, and respective email address) that the Client wishes for LeadPops to contact. Such customer information shall be sent by Client to LeadPops via email and in CSV format;

(xviii) provide LeadPops with accurate and complete content and information, so as to assist LeadPops to successfully perform the Advanced Local Plus Services under this Agreement. If any of Client’s content and information is incorrect and/or incomplete, Client shall be liable for any and all delays and/or additional fees that may arise from the Advanced Local Plus Services as a consequence of Client’s content and information being incorrect and/or incomplete;

(xix) attend all meetings and participate in check-in calls with the client success manager as appointed/assigned by LeadPops to Client’s account;

(xx) follow the advice and guidance provided by LeadPops client success manager in relation to the use of the Advanced Local Plus Services;

(xxi) obtain and maintain all necessary licences, approvals and consents and comply with all relevant legislation, including data protection legislation, in relation to the Advanced Local Plus Services;

(xxii) provide LeadPops with the authority to use any and all information provided by Client to formulate and implement Client’s brand message;

(xxiii) ensure compliance with all applicable local laws and regulations; and

(xxiv) provide LeadPops with the right to use any content or information provided by Client to LeadPops in the performance of the Advanced Local Plus Services.

2.2 Client acknowledges and agrees that LeadPops shall not be held liable for any and all non-delivery of the Advanced Local Plus Services as a result of insufficient content/information and lack of approval.

2.3 Client acknowledges and agrees that the delivery of the ConversionPro™ Website & Lead Funnels Service portion of the Advanced Local Plus Services shall be considered as accepted on the date of delivery of Client’s customized ConversionPro™ website.

2.4 Data Protection. Any and all identifying information regarding Client’s customer’s (including but not limited to personal names, phone numbers, addresses and email addresses or other identifying information) provided by Client to LeadPops (“Client’s Customers Data”) in relation to the Advanced Local Plus Services will be deemed to be the Confidential Information (defined below) of Client and subject to Section 6 (Confidentiality) of this Agreement. Client agrees to grant LeadPops the limited and restricted right to use Client’s Customers Data solely in connection with the provision of the Advanced Local Plus Services. As such, Client hereby agrees to indemnify and hold LeadPops harmless of and from any and all claims, suits, judgements or proceedings arising from any claim (i) that Client’s Customers Data or other customer’s information has been collected, distributed, or otherwise used by LeadPops in a manner that violates the customer’s privacy rights and/or data protection legislation or (ii) related to the Processing (defined below) of Client’s Customers Data by or on behalf of LeadPops in accordance with this Agreement. For purposes of this Agreement “Processing” means to take any action or perform any operation or set of operations that the CaaS Platform or Advanced Local Plus Services are capable of taking or performing on any data, information, or other content.

2.5 Each Party undertakes to not take any action that will or is reasonably likely to have a material negative impact on the reputation and/or goodwill of the other Party.

2.6 Client agrees that LeadPops, as a third party intermediary, is not a party to any activity, content, transaction and related dispute between Client and a customer.

2.7 Restrictions. Client shall not:

(vi) license, sublicense, sell, resell, rent, lease, transfer, distribute or otherwise similarly exploit the Advanced Local Plus Services or CaaS Platform,

(vii) use or permit others to use any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the CaaS Platform,

(viii) copy, create a derivative work of reverse engineer, reverse assemble, disassemble, or decompile the Advanced Local Plus Services, or any part thereof or otherwise attempt to discover any source code or modify the CaaS Platform or Advanced Local Plus Services,

(ix) create a competitive offering based on the Advanced Local Plus Services, and

(x) use the Advanced Local Plus Services for any reason or purpose, other than provided under this Agreement and as intended by LeadPops.

2.8 LeadPops’ Responsibilities. Subject to the terms and condition of this Agreement, LeadPops agrees to provide Client with access to the CaaS Platform, Advanced Local Plus Services in accordance with the terms and conditions of this Agreement. LeadPops reserves the right to deny Client access to the CaaS Platform, Advanced Local Plus Services, at any time, if LeadPops deems, in its sole discretion, that Client is not complying with this Agreement or to protect LeadPops’ rights, property, and interests.

2.9 LeadPops cannot guarantee that the Advanced Local Plus Services will generate a profit or a return on investment or positive feedback/reviews for the Client or that the Advanced Local Plus Services will be error-free. LeadPops cannot therefore be liable to Client or any third party for damages, including lost profits, loss of data, lost savings or other incidental, consequential or special damages arising out of the Advanced Local Plus Services.

SUBSCRIPTION PLANS, SUBSCRIPTION PLAN FEES, PAYMENT AND TAXES

3.1 Subscription Plans. LeadPops currently offers Clients with several subscription plan options on the CaaS Platform, that enables Client to use the Advanced Local Plus Services (“Subscription Plan(s)”). Each Subscription Plan shall (i) include restrictions and requirements that outline the features of the Subscription Plan, and (ii) reference the applicable fee. The features of each Subscription Plan shall be further detailed on the LeadPops website located at www.leadpops.com.

3.2 The fees, and any associated setup fees, corresponding to Client’s selected Subscription Plan (“Subscription Plan Fee(s)”), to be paid by Client to LeadPops in consideration of Client’s access to and use of the CaaS Platform and Advanced Local Plus Services shall be LeadPops’ then current published fees and stated on the applicable invoice.

3.3 Client acknowledges and agrees that the fees corresponding to Client’s selected paid Subscription Plan and Advanced Local Plus Services shall be (i) quoted and payable in U.S. Dollars (USD); (ii) paid by Client on time; and (iii) strictly non-refundable.

3.4 Client will be billed on a monthly basis (“Billing Cycle(s)”). Billing Cycles may be set on a monthly basis.

3.6 Late Payments. The invoiced Subscription Plan Fees shall become due and payable to LeadPops within fifteen (15) calendar days from the date of the applicable invoice. Any late payment, except for amounts disputed in good faith by Client (in accordance with Section 3.8 of this Agreement), of any amount owing hereunder shall accrue interest at a rate equal to the lesser of (i) 10% per annum, and (ii) the maximum rate permitted by law. In the event that Client is delinquent in the payment of any amounts LeadPops may suspend access to the Advanced Local Plus Services provided hereunder. The suspension may continue until such overdue amounts are paid in full. A suspension under this Section 3.6 will not constitute a termination of the Agreement nor will it relieve Client of any of its obligations or liabilities under this Agreement.

3.7 LeadPops may in its sole discretion and at any time, modify the Subscription Plan Fees by posting such modification on LeadPops website or on the invoices sent to Client. Any Subscription Plan Fee change will become effective at the end of the then-current annual Billing Cycle. LeadPops shall provide Client with reasonable prior notice of at least thirty (30) calendar days prior to effectively implementing any change in Subscription Plan Fees in order to give Client the opportunity to cancel (in accordance with Section 10 of this Agreement) Client’s Subscription Plan before such change becomes effective. Client’s continued use of the Advanced Local Plus Services after the Subscription Plan Fee change has come into effect shall constitute Client’s agreement to pay the modified Subscription Plan Fee.

3.9 LeadPops does not guarantee that the Subscription Plan offered on the CaaS Platform and the respective Advanced Local Plus Services will be offered indefinitely and reserves the right, at its sole discretion, to (i) change the Subscription Plan Fees, Billing Cycle and payment terms, and (ii) alter the offerings, features, content and options associated with any particular Subscription Plan.

3.10 Client acknowledges and agrees that LeadPops may, from time to time, add additional features or functionalities to the CaaS Platform and Advanced Local Plus Services. As such, Client’s access to and use of any additional features and functionalities to the CaaS Platform and Advanced Local Plus Services may require the payment of additional fees by Client.

3.11 Taxes. Unless stated otherwise, all Subscription Plan Fees, owed to LeadPops by Client in consideration of Client’s access to and use of the CaaS Platform and Advanced Local Plus Services, shall be exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, whether disputed or not, including any value-added, sales, use or withholding taxes, assessable by any jurisdiction (“Taxes”). Client shall be responsible for the payment of any and all Taxes (except for those based on LeadPops’ income) associated with Client’s subscription to the Advanced Local Plus Services. Client hereby indemnifies and holds LeadPops harmless from the payment of any Taxes and costs associated with the collection or withholding thereof, including penalties and interest. If LeadPops is under a legal obligation to pay or collect Taxes for which Client is responsible, the applicable amount shall be invoiced (by LeadPops) to and paid by Client unless Client provides LeadPops with a valid tax exemption certificate from the applicable taxing authority.

PROPRIETARY RIGHTS

4.1 LeadPops and/or its licensors own and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights and other intellectual property rights), in the CaaS Platform, domain names, and to its pre-existing technology, products, Advanced Local Plus Services, and all modifications, enhancements and derivative works thereof. All the visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, Advanced Local Plus Services, images, and all other elements contained on LeadPops’ CaaS Platform, are the sole and exclusive property of LeadPops and/or its licensors.

4.2 Client shall not remove or alter any copyright notices or other proprietary rights notices placed on or embedded in the Advanced Local Plus Services. Client shall immediately notify LeadPops of any infringing copy or reproduction of the Advanced Local Plus Services, and Client shall not distribute or assist in distributing such infringing copy or reproduction. Client shall take all reasonable steps as requested by LeadPops to protect LeadPops’ intellectual property rights in the Advanced Local Plus Services including but not limited to copyrights, patent rights, trademarks and trade secrets.

4.3 Client and/or its licensors own and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights and other intellectual property rights), in and to Client’s Customers Data, content and information, and pre-existing technology, products and services. Except for the limited rights granted expressly by Client to LeadPops under this Agreement, Client reserves all rights, title and interests in and to Client’s Customers Data, content and information.

4.4 LeadPops Feedback. Client grants LeadPops a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into LeadPops’ Advanced Local Plus Services any suggestions, enhancement requests, recommendations or other feedback provided by Client relating to the operation of the Advanced Local Plus Services.

TRADEMARKS

5.2 Client hereby grants to LeadPops a non-exclusive, non-transferable license to use Client’s trademarks for the purposes of promoting and marketing the Advanced Local Plus Services, and in accordance with Client’s trademark guidelines. Client and/or its licensors retain all right, title and interest in the Client’s trademarks, all derivative works of the Client’s trademarks and all proprietary rights in Client’s trademarks, both during and after termination of this Agreement.

CONFIDENTIALITY

(v) business records and plans, user or client feedback, and online accounts;

WARRANTY AND DISCLAIMER

7.1 DISCLAIMER. THE ADVANCED LOCAL PLUS SERVICES PROVIDED BY LEADPOPS UNDER THIS AGREEMENT, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF LEADPOPS ARE PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. LEADPOPS DOES NOT MAKE ANY OTHER REPRESENTATIONS, WARRANTIES OR COVENANTS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE CAAS PLATFORM AND ADVANCED LOCAL PLUS SERVICES, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF LEADPOPS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF CONDITION, MERCHANTABILITY, TIMELINESS, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, OR NON INFRINGEMENT AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. LEADPOPS DOES NOT WARRANT THAT THE CAAS PLATFORM AND ADVANCED LOCAL PLUS SERVICES, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF LEADPOPS UNDER THIS AGREEMENT ARE FREE FROM BUGS, VIRUSES, HARMFUL COMPONENTS, ERRORS, OR DEFECTS, OR THAT THE OPERATION OF ANY OF THE FOREGOING WILL BE SECURE OR UNINTERRUPTED, NOR DOES LEADPOPS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CAAS PLATFORM AND ADVANCED LOCAL PLUS SERVICES. CLIENT SHALL NOT HAVE THE RIGHT TO PASS ON ANY REPRESENTATION OR WARRANTY OF LEADPOPS TO ANY THIRD-PARTY OR END USER, NOR DOES LEADPOPS PROMISE TO BACKUP ANY OF CLIENT’S DATA OR CLIENT’S CUSTOMERS DATA. CLIENT ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF PRIVACY, CONFIDENTIAL INFORMATION AND PROPERTY. LEADPOPS SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATION OR WARRANTY, ORAL OR IN WRITING, CONCERNING THE VIABILITY, ENFORCEABILITY, OR COMPLIANCE WITH APPLICABLE LAWS IN RELATION TO THE ADVANCED LOCAL PLUS SERVICES AND THE USE BY CLIENT OF THE CAAS PLATFORM IN A PARTICULAR COUNTRY, TERRITORY, OR REGION.

7.2 LEADPOPS AND ITS VENDORS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION THAT THE ADVANCED LOCAL PLUS SERVICES WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT THE CAAS PLATFORM AND ADVANCED LOCAL PLUS SERVICES, INCLUDING THE ACCESS THERETO AND USE THEREOF, WILL BE UNINTERRUPTED, TIMELY, SECURED, ERROR FREE, THAT DATA WON’T BE LOST, THAT DEFECTS WILL BE CORRECTED, OR THAT THE CAAS PLATFORM AND ADVANCED LOCAL PLUS SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL CODE. LEADPOPS AND ITS VENDORS FURTHER DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION, ALTERATION, LOSS, OR OTHER DAMAGES THAT CLIENT MAY SUFFER, THAT ARE BEYOND LEADPOPS’ CONTROL.

7.3 EXCEPT AS EXPRESSLY SET FORTH HEREIN, LEADPOPS DOES NOT WARRANT, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION (I) THAT THE CAAS PLATFORM AND ADVANCED LOCAL PLUS SERVICES (OR ANY PORTION THEREOF) IS COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF CLIENT’S CONTEMPLATED ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS, SOFTWARE OR TOOLS (OR THAT IT WILL REMAIN AS SUCH AT ANY TIME), OR COMPLY WITH ANY LAWS APPLICABLE TO CLIENT; AND/OR (II) REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS THAT CLIENT OBTAIN THROUGH THE CAAS PLATFORM AND ADVANCED LOCAL PLUS SERVICES.

7.6 Downtime. Client acknowledges that the CaaS Platform and/or Advanced Local Plus Services may be temporarily unavailable due to scheduled maintenance or for unscheduled emergency maintenance, conducted either by LeadPops or by third party service providers, or due to other causes beyond LeadPops’ reasonable control. Where reasonably possible, LeadPops shall use reasonable efforts to provide Client with advance written notice via e-mail as pertains to any scheduled service disruption.

LIMITATION OF LIABILITY

INDEMNIFICATION

9.1 LeadPops shall defend, indemnify and hold Client harmless (including by paying external attorneys’ fees and costs/expenses of defense) and pay any settlement to which LeadPops consents in relation to any third party claim to the extent that such third party claim is arising from the Client’s use of the CaaS Platform and/or Advanced Local Plus Services infringing upon any intellectual property right of such third-party. LeadPops’ defense and payment obligations will not apply, however, if the third party’s intellectual property infringement claim relates to or arises from:

(v) Client’s modification of the Advanced Local Plus Services other than as agreed under this Agreement;

(vi) Client’s use of the CaaS Platform and/or Advanced Local Plus Services in combination with any of Client’s or third party’s product, technology, or information not owned or developed by LeadPops;

(vii) Client’s violation of the terms and conditions of this Agreement; or

(viii) LeadPops’ compliance with any Client’s specifications or requirements, including, without limitation, any functional specifications or information provided by Client to LeadPops.

9.2 LeadPops may, in its sole discretion, without liability to Client, in case of third party’s intellectual property infringement or any other type of claim or court order: (i) obtain the necessary rights from such third party, to permit Client to continue to use the Advanced Local Plus Services; (ii) replace the Advanced Local Plus Services with a non-infringing equivalent service or product; or (iii) modify the Advanced Local Plus Services or CaaS Platform to make it non-infringing. As a condition of receiving any of the foregoing remedies, Client must promptly notify LeadPops, as soon as Client becomes aware of any infringement, in writing of the third-party claim, together with the detailed facts, circumstances. Type and nature of the claim and provide reasonable cooperation (at Client’s own expense) and full authority to LeadPops to defend or settle the claim or lawsuit. LeadPops will have no obligation to pay for any settlement or compromise of such third-party claim made without LeadPops’ written consent. The remedies set out in this Section 9 constitute Client’s sole and exclusive remedy and LeadPops’ sole liability with respect to any infringement by LeadPops of any third party’s intellectual property right arising. The aggregate liability for indemnification under this Section shall not, under any circumstances, exceed the aggregate liability provided under Section 8.1 of this Agreement.

(x) Client’s Customers Data, content and information, including any Processing by or on behalf of LeadPops in accordance with this Agreement;

(xi) Client’s modification of the Advanced Local Plus Services;

(xii) Client’s combination, operation or use of the Advanced Local Plus Services with third-party technology;

(xiii) any misuse (including but not limited to unlawful use) of the Advanced Local Plus Services by Client, and Client’s employees, agents or contactors;

(xiv) the acts (or any failure to act) of Client or its employees, agents or contractors;

(xv) any breach by Client of its/his/her obligations under this Agreement;

(xvi) any violation of the representations and warranties provided by Client under this Agreement;

(xvii) any breach of security OR any interruption/termination of the Advanced Local Plus Services, that is directly related to the design, functionality, performance, or operability of the CaaS Platform and/or Advanced Local Plus Services; or

(xviii) any third-party claim against LeadPops for any breach by Client of applicable data privacy laws and regulations.

TERM, SUSPENSION, TERMINATION AND EXPIRATION

(iv) terminated in accordance with the provisions of this Agreement.

The Initial Subscription Term and each successive Renewal Term shall collectively be referred to as “Subscription Term” under this Agreement.

10.2 Suspension. LeadPops may, in its sole discretion, suspend or temporarily disable Client’s access to and use of the CaaS Platform and Advanced Local Plus Services if:

(v) Client fails to make payment for the Advanced Local Plus Services on time with such payment having remained unpaid despite LeadPops sending written notice to Client in order to request payment for such Advanced Local Plus Services;

(vi) LeadPops suspects Client of partaking in any illegal activity;

(vii) LeadPops reasonably believes that Client has violated the terms of this Agreement; or

(viii) requested by law enforcement authorities or other government agencies.

Client acknowledges and agrees that LeadPops shall not be liable to Client or any third party for any loss or damages caused to Client or any third party as a result of the suspension by LeadPops of the Advanced Local Plus Services. For the avoidance of doubt, any suspension by LeadPops of the Advanced Local Plus Services shall not relieve Client from Client’s obligation to make payment of the Subscription Plan Fees.

10.3 Termination for Cause. Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate this Agreement without liability to the other if:

(xi) a receiver is appointed by an authority of competent jurisdiction, or if any other third party takes possession of or sells the other Party’s assets;

(xii) the other Party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way;

(xiii) the other Party ceases, or threatens to cease, to trade; or

(xiv) the other Party takes any similar action in any jurisdiction as a consequence of the other Party incurring debt.

10.5 Effect of Termination and Expiration. Client acknowledges that upon the termination or expiration of this Agreement or upon the cancellation of Client’s selected Subscription Plan, Client shall cease to access and use the Advanced Local Plus Services. Any termination or expiration of this Agreement shall not relieve Client from Client’s obligation to make payment of the Subscription Plan Fees owed up until and including the effective date of termination or expiration.

FORCE MAJEURE

Neither Party shall be liable for, or be considered to be in breach of or in default under this Agreement on account of, any delay or failure to access/use the CaaS Platform and/or Advanced Local Plus Services, as a result of any cause or condition beyond such Party’s reasonable control, including, but not limited to: fire, explosion, power blackout, terrorism, earthquake, storm, flood, wind, drought or acts of God; epidemic and pandemic, court order; act, delay or failure to act by civil, military or other governmental authority; strike, lockout, labor dispute, riot, insurrection, sabotage or war; failure, interruption or degradation of any telecommunications or transmission lines; unavailability of required parts, materials or other items; acts or omissions of Internet traffic carriers, or act, delay or failure to act by the other Party or any third-party (collectively “Force Majeure Event”); provided that such Party uses reasonable efforts to promptly overcome or mitigate the delay or failure to perform. If one of the causes or conditions listed in this Section 11 delays or prevents a Party’s performance, that Party will promptly notify the other and describe the anticipated duration of the delay or prevention, as well as the steps being taken to overcome or mitigate the delay or failure to perform. For the avoidance of doubt, the occurrence of any Force Majeure Event shall not relieve Client of the obligation to pay any Subscription Plan Fees payable to LeadPops for the period of the Force Majeure Event.

DISPUTE RESOLUTION

(iv) A Party must not commence arbitration proceedings (except proceedings seeking interlocutory relief) relating to a Dispute arising under this Agreement unless it has complied with this Section 12;

(v) A Party claiming that a Dispute has arisen under this Agreement must give the other Party written notice of the particulars of the Dispute;

(vi) In the event of a Dispute, between the Parties hereto, arising out of the use of the CaaS Platform and/or Advanced Local Plus Services, or in any way relating to this Agreement or any term, condition or provision herein mentioned or the construction or interpretation thereof or otherwise in relation hereto, the Parties hereto will use their reasonable best efforts to resolve any Dispute hereunder through good faith negotiations. A Party hereto must submit a written notice to the other Party, and any such Dispute that cannot be resolved within thirty (30) calendar days of receipt of such notice (or such other period to which the Parties may agree) will be submitted to the American Arbitration Association located in San Diego, California which shall have exclusive jurisdiction to adjudicate any Dispute arising out of or relating to this Agreement.

GOVERNING LAW AND JURISDICTION

13.2 In no event shall any claim, action or proceeding, in relation to Client’s access to and use of the CaaS Platform and/or Advanced Local Plus Services be instituted by Client against LeadPops more than one (1) year after the cause of action arose.

Schedule A

Advanced Local Plus Service(s) Description

The following elements/functionalities are included in the Advanced Local Plus Service(s):

selection of LeadPops themes;
256-bit ssl;
mobile responsive;
75+ built-in lead funnels;
Selection of templates;
custom background image;
custom logo, colors, and fonts;
secure mini-1003 (or Client’s own link);
custom “about” section (i.e. Client’s bio and photo);
20+ provided lead generation content pages;
access to customizable content pages;
social media icons and links;
compliance information;
Americans with Disabilities Act Standards for Accessible Design (ADA) accessibility plugin;
customer reviews section;
google maps location;
customizable login access;
private and secure enterprise hosting;
regular website backups; and
technical support service of 30 minutes per month.

(d) Local SEO Reputation Management and Listings & Citations Service:

managed services which include:

– sending a personalized reputation builder email, requesting customers to leave a review/feedback. This email shall be sent by LeadPops to past and future customers, on behalf of the Client;

– training the Client’s staff (as needed) on the manner in which to request reviews from customers;

– ensuring the Client’s SEO included higher ranking keywords; and

– correcting errors and adding missing information to Client’s data posted on the Web, to improve the Client’s ranking and update the Client’s business information; and

the option to claim the Client’s own Google Business Page, for an additional one-time fee.

Google ads account creation;
keyword research;
campaign and ad group creation;
monitoring of keyword performance;
adding negatives to improve performance;
bid optimization;
ad extensions setup;
ads monitoring and management;
custom funnel/landing page creation;
google analytics and google tag manager installation;
customer relationship management integration;
transparency so as to ensure continual access to Client’s account;
ad testing and ongoing optimization; and
monthly reporting.

Schedule K

ConversionPro™ Blog Subscription Services

CAAS PLATFORM AND CONVERSIONPRO™ BLOG SERVICE

(i) Client’s internal business purposes; and

(ii) the Subscription Term (defined below) or applicable duration as agreed by the Parties.

1.2 Client acknowledges, understands and agrees that:

1.3 ConversionPro™ Blog Services. LeadPops currently provides Client, through the CaaS Platform, with

(i) the creation and edification of professionally written, ever-green, mortgage relevant content/blogs which are posted on Client’s ConversionPro™ Website so as to generate, target and attract marketing leads/traffic (i.e. potential clients) and improve Client’s brand awareness;

(ii) the posting of one (1) high-quality conversion rate optimized blog, per month for the duration of Client’s selected Subscription Plan (defiend below) term, by LeadPops client success manager team; and

(iii) other benefits as more fully described under Schedule A (ConversionPro™ Blog Services Description) of this Agreement,

(collectively the “ConversionPro™ Blog Service(s)”).

1.5 Client acknowledges and understands that the ConversionPro™ Blog Service(s) will not include the following additional services offered by LeadPops via the CaaS Platform: ConversionPro™ Website, Do It For Me Facebook Ads, Do It For Me Google Ads, Reputation Management (driving reviews and listings/citations), Reviewability and Originator Everywhere (Google Banner Ads) services.

1.8 Client acknowledges, understands and agrees that LeadPops shall have the sole discretion to determine the manner in which the ConversionPro™ Blog Services is provided/delivered to Client, including but not limited to defining and using the technical process, practices, tools, coding, resources, third party contractors, service providers and software to be used for the provision of such ConversionPro™ Blog Services to Client.

1.9 Client further acknowledges, understands and agrees that LeadPops may, in its sole discretion, make modifications, updates and upgrades to the ConversionPro™ Blog Services in order to comply with applicable law or if LeadPops deems such modifications, updates and upgrades necessary or useful to maintain or enhance the (i) quality or delivery of the ConversionPro™ Blog Services; (ii) competitive strength of or market for LeadPops ConversionPro™ Blog Services; and (iii) performance and cost effectiveness of the ConversionPro™ Blog Services.

1.10 Client acknowledges that LeadPops may change, suspend or discontinue any or all of the ConversionPro™ Blog Services, at its sole discretion at any time, without notice and for any or no reason.

1.11 Support Services. LeadPops shall provide Client with support services via telephone and email, between Monday to Friday from 07h00am to 16h00pm PST, in order to address any queries, concerns, or technical issues Client may have pertaining to the ConversionPro™ Blog Services as well as to any payment/account issue. LeadPops shall endeavour to resolve any queries and concerns Client may have within seven (7) business days from the date you first logged the issue with us.

RESPONSIBILITIES OF THE PARTIES

2.1 Client’s Responsibilities. Subject to the terms and conditions of this Agreement and, Client agrees to:

(i) access the CaaS Platform and use the ConversionPro™ Blog Services in accordance with this Agreement;

(ii) complete and submit LeadPops checklist, as well as provide any other information as is requested by LeadPops and/or used for the provision of ConversionPro™Blog Services;

(iii) obtain and maintain all necessary approvals and consents in relation to the use of the ConversionPro™ Blog Services;

(iv) provide LeadPops with the authority to use any and all information provided by Client to formulate and implement Client’s brand message;

(v) ensure compliance with all applicable local laws and regulations; and

(vi) provide LeadPops with the right to use any content or information provided by Client to LeadPops in the performance of the ConversionPro™ Blog Services.

2.2 Client acknowledges and agrees that LeadPops shall not be held liable for any and all non-delivery of the ConversionPro™ Blog Services as a result of insufficient content/information and lack of approval.

2.3 Each Party undertakes to not take any action that will or is reasonably likely to have a material negative impact on the reputation and/or goodwill of the other Party.

2.4 Restrictions. Client shall not:

(i) license, sublicense, sell, resell, rent, lease, transfer, distribute or otherwise similarly exploit the ConversionPro™ Blog Services or CaaS Platform,

(ii) use or permit others to use any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the CaaS Platform,

(iii) copy, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the ConversionPro™ Blog Services, or any part thereof or otherwise attempt to discover any source code or modify the CaaS Platform or ConversionPro™ Blog Services,

(iv) create a competitive offering based on the ConversionPro™ Blog Services, and

(v) use the ConversionPro™ Blog Services for any reason or purpose, other than provided under this Agreement and as intended by LeadPops.

2.5 LeadPops’ Responsibilities. Subject to the terms and condition of this Agreement, LeadPops agrees to provide Client with access to the CaaS Platform, ConversionPro™ Blog Services in accordance with the terms and conditions of this Agreement. LeadPops reserves the right to deny Client access to the CaaS Platform, ConversionPro™ Blog Services, at any time, if LeadPops deems, in its sole discretion, that Client is not complying with this Agreement or to protect LeadPops’ rights, property, and interests.

2.6 LeadPops cannot guarantee that the ConversionPro™ Blog Services will generate a profit or a return on investment or positive feedback for the Client or that the ConversionPro™ Blog Services will be error-free. LeadPops cannot therefore be liable to Client or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the ConversionPro™ Blog Services.

SUBSCRIPTION PLANS, SUBSCRIPTION PLAN FEES, PAYMENT AND TAXES

3.1 Subscription Plans. LeadPops currently offers Clients with several subscription plan options on the CaaS Platform, that enables Client to use the ConversionPro™ Blog Services (“Subscription Plan(s)”). Each Subscription Plan shall (i) include restrictions and requirements that outline the features of the Subscription Plan, and (ii) reference the applicable fee. The features of each Subscription Plan shall be further detailed on the LeadPops website located at www.leadpops.com.

3.2 The fees, and any associated setup fees, corresponding to Client’s selected Subscription Plan (“Subscription Plan Fee(s)”), to be paid by Client to LeadPops in consideration of Client’s access to and use of the CaaS Platform and ConversionPro™ Blog Services shall be LeadPops’ then current published fees and stated on the applicable invoice.

3.3 Client acknowledges and agrees that the fees corresponding to Client’s selected paid Subscription Plan and ConversionPro™ Blog Services shall be (i) quoted and payable in U.S. Dollars (USD); (ii) paid by Client on time; and (iii) strictly non-refundable.

3.4 Client will be billed on a monthly basis (“Billing Cycle(s)”). Billing Cycles may be set on a monthly basis.

3.6 Late Payments. The invoiced Subscription Plan Fees shall become due and payable to LeadPops within fifteen (15) calendar days from the date of the applicable invoice. Any late payment, except for amounts disputed in good faith by Client (in accordance with Section 3.8 of this Agreement), of any amount owing hereunder shall accrue interest at a rate equal to the lesser of (i) 10% per annum, and (ii) the maximum rate permitted by law. In the event that Client is delinquent in the payment of any amounts LeadPops may suspend access to the ConversionPro™ Blog Services provided hereunder. The suspension may continue until such overdue amounts are paid in full. A suspension under this Section 3.6 will not constitute a termination of the Agreement nor will it relieve Client of any of its obligations or liabilities under this Agreement.

3.7 LeadPops may in its sole discretion and at any time, modify the Subscription Plan Fees by posting such modification on LeadPops website or on the invoices sent to Client.. Any Subscription Plan Fee change will become effective at the end of the then-current annual Billing Cycle. LeadPops shall provide Client with reasonable prior notice of at least thirty (30) calendar days prior to effectively implementing any change in Subscription Plan Fees in order to give Client the opportunity to cancel (in accordance with Section 9 of this Agreement) Client’s Subscription Plan before such change becomes effective. Client’s continued use of the ConversionPro™ Blog Services after the Subscription Plan Fee change has come into effect shall constitute Client’s agreement to pay the modified Subscription Plan Fee.

3.9 LeadPops does not guarantee that the Subscription Plan offered on the CaaS Platform and the respective ConversionPro™ Blog Services will be offered indefinitely and reserves the right, at its sole discretion, to (i) change the Subscription Plan Fees, Billing Cycle and payment terms, and (ii) alter the offerings, features, content and options associated with any particular Subscription Plan.

3.10 Client acknowledges and agrees that LeadPops may, from time to time, add additional features or functionalities to the CaaS Platform and ConversionPro™ Blog Services. As such, Client’s access to and use of any additional features and functionalities to the CaaS Platform and ConversionPro™ Blog Services may require the payment of additional fees by Client.

3.11 Taxes. Unless stated otherwise, all Subscription Plan Fees, owed to LeadPops by Client in consideration of Client’s access to and use of the CaaS Platform and ConversionPro™ Blog Services, shall be exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, whether disputed or not, including any value-added, sales, use or withholding taxes, assessable by any jurisdiction (“Taxes”). Client shall be responsible for the payment of any and all Taxes (except for those based on LeadPops’ income) associated with Client’s subscription to the ConversionPro™ Blog Services. Client hereby indemnifies and holds LeadPops harmless from the payment of any Taxes and costs associated with the collection or withholding thereof, including penalties and interest. If LeadPops is under a legal obligation to pay or collect Taxes for which Client is responsible, the applicable amount shall be invoiced (by LeadPops) to and paid by Client unless Client provides LeadPops with a valid tax exemption certificate from the applicable taxing authority.

PROPRIETARY RIGHTS

4.1 LeadPops and/or its licensors own and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights and other intellectual property rights), in the CaaS Platform, domain names, and to its pre-existing technology, products, ConversionPro™ Blog Services, and all modifications, enhancements and derivative works thereof. All the visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, ConversionPro™ Blog Services, images, and all other elements contained on LeadPops’ CaaS Platform, are the sole and exclusive property of LeadPops and/or its licensors.

4.2 Client shall not remove or alter any copyright notices or other proprietary rights notices placed on or embedded in the ConversionPro™ Blog Services. Client shall immediately notify LeadPops of any infringing copy or reproduction of the ConversionPro™ Blog Services, and Client shall not distribute or assist in distributing such infringing copy or reproduction. Client shall take all reasonable steps as requested by LeadPops to protect LeadPops’ intellectual property rights in the ConversionPro™ Blog Services including but not limited to copyrights, patent rights, trademarks and trade secrets.

4.4 LeadPops Feedback. Client grants LeadPops a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into LeadPops’ ConversionPro™ Blog Services any suggestions, enhancement requests, recommendations or other feedback provided by Client relating to the operation of the ConversionPro™ Blog Services.

CONFIDENTIALITY

(i) business records and plans, user or client feedback, and online accounts;

WARRANTY AND DISCLAIMER

6.1 DISCLAIMER. THE CONVERSIONPRO™ BLOG SERVICES PROVIDED BY LEADPOPS UNDER THIS AGREEMENT, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF LEADPOPS ARE PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. LEADPOPS DOES NOT MAKE ANY OTHER REPRESENTATIONS, WARRANTIES OR COVENANTS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE CAAS PLATFORM AND CONVERSIONPRO™ BLOG SERVICES, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF LEADPOPS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF CONDITION, MERCHANTABILITY, TIMELINESS, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, OR NON INFRINGEMENT AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. LEADPOPS DOES NOT WARRANT THAT THE CAAS PLATFORM AND CONVERSIONPRO™ BLOG SERVICES, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF LEADPOPS UNDER THIS AGREEMENT ARE FREE FROM BUGS, VIRUSES, HARMFUL COMPONENTS, ERRORS, OR DEFECTS, OR THAT THE OPERATION OF ANY OF THE FOREGOING WILL BE SECURE OR UNINTERRUPTED, NOR DOES LEADPOPS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CAAS PLATFORM AND CONVERSIONPRO™ BLOG SERVICES. CLIENT SHALL NOT HAVE THE RIGHT TO PASS ON ANY REPRESENTATION OR WARRANTY OF LEADPOPS TO ANY THIRD-PARTY OR END USER, NOR DOES LEADPOPS PROMISE TO BACKUP ANY OF CLIENT’S DATA. CLIENT ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF PRIVACY, CONFIDENTIAL INFORMATION AND PROPERTY. LEADPOPS SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATION OR WARRANTY, ORAL OR IN WRITING, CONCERNING THE VIABILITY, ENFORCEABILITY, OR COMPLIANCE WITH APPLICABLE LAWS IN RELATION TO THE CONVERSIONPRO™ BLOG SERVICES AND THE USE BY CLIENT OF THE CAAS PLATFORM IN A PARTICULAR COUNTRY, TERRITORY, OR REGION.

6.2 LEADPOPS AND ITS VENDORS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION THAT THE CONVERSIONPRO™ BLOG SERVICES WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT THE CAAS PLATFORM AND CONVERSIONPRO™ BLOG SERVICES, INCLUDING THE ACCESS THERETO AND USE THEREOF, WILL BE UNINTERRUPTED, TIMELY, SECURED, ERROR FREE, THAT DATA WON’T BE LOST, THAT DEFECTS WILL BE CORRECTED, OR THAT THE CAAS PLATFORM AND CONVERSIONPRO™ BLOG SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL CODE. LEADPOPS AND ITS VENDORS FURTHER DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION, ALTERATION, LOSS, OR OTHER DAMAGES THAT CLIENT MAY SUFFER, THAT ARE BEYOND LEADPOPS’ CONTROL.

6.3 EXCEPT AS EXPRESSLY SET FORTH HEREIN, LEADPOPS DOES NOT WARRANT, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION (I) THAT THE CAAS PLATFORM AND CONVERSIONPRO™ BLOG SERVICES (OR ANY PORTION THEREOF) IS COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF CLIENT’S CONTEMPLATED ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS, SOFTWARE OR TOOLS (OR THAT IT WILL REMAIN AS SUCH AT ANY TIME), OR COMPLY WITH ANY LAWS APPLICABLE TO CLIENT; AND/OR (II) REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS THAT CLIENT OBTAIN THROUGH THE CAAS PLATFORM AND CONVERSIONPRO™ BLOG SERVICES.

6.6 Downtime. Client acknowledges that the CaaS Platform and/or ConversionPro™ Blog Services may be temporarily unavailable due to scheduled maintenance or for unscheduled emergency maintenance, conducted either by LeadPops or by third party service providers, or due to other causes beyond LeadPops’ reasonable control. Where reasonably possible, LeadPops shall use reasonable efforts to provide Client with advance written notice via e-mail as pertains to any scheduled service disruption.

LIMITATION OF LIABILITY

INDEMNIFICATION

8.1 LeadPops shall defend, indemnify and hold Client harmless (including by paying external attorneys’ fees and costs/expenses of defense) and pay any settlement to which LeadPops consents in relation to any third party claim to the extent that such third party claim is arising from the Client’s use of the CaaS Platform and/or ConversionPro™ Blog Services infringing upon any intellectual property right of such third-party. LeadPops’ defense and payment obligations will not apply, however, if the third party’s intellectual property infringement claim relates to or arises from:

(i) Client’s modification of the ConversionPro™ Blog Services other than as agreed under this Agreement;

(ii) Client’s use of the CaaS Platform and/or ConversionPro™ Blog Services in combination with any of Client’s or third party’s product, technology, or information not owned or developed by LeadPops;

(iii) Client’s violation of the terms and conditions of this Agreement; or

(iv) LeadPops’ compliance with any Client’s specifications or requirements, including, without limitation, any functional specifications or information provided by Client to LeadPops.

8.2 LeadPops may, in its sole discretion, without liability to Client, in case of third party’s intellectual property infringement or any other type of claim or court order: (i) obtain the necessary rights from such third party, to permit Client to continue to use the ConversionPro™ Blog Services; (ii) replace the ConversionPro™ Blog Services with a non-infringing equivalent service or product; or (iii) modify the ConversionPro™ Blog Services or CaaS Platform to make it non-infringing. As a condition of receiving any of the foregoing remedies, Client must promptly notify LeadPops, as soon as Client becomes aware of any infringement, in writing of the third-party claim, together with the detailed facts, circumstances. Type and nature of the claim and provide reasonable cooperation (at Client’s own expense) and full authority to LeadPops to defend or settle the claim or lawsuit. LeadPops will have no obligation to pay for any settlement or compromise of such third-party claim made without LeadPops’ written consent. The remedies set out in this Section 8 constitute Client’s sole and exclusive remedy and LeadPops’ sole liability with respect to any infringement by LeadPops of any third party’s intellectual property right arising. The aggregate liability for indemnification under this Section 8 shall not, under any circumstances, exceed the aggregate liability provided under Section 7.1 of this Agreement.

(i) Client’s content and information, and any action or the performance of any operation or set of operations that the CaaS Platform or ConversionPro™ Blog Services are capable of taking or performing on any such content or information;

(ii) Client’s modification of the ConversionPro™ Blog Services;

(iii) Client’s combination, operation or use of the ConversionPro™ Blog Services with third-party technology;

(iv) any misuse (including but not limited to unlawful use) of the ConversionPro™ Blog Services by Client, and Client’s employees, agents or contactors;

(v) the acts (or any failure to act) of Client or its employees, agents or contractors;

(vi) any breach by Client of its/his/her obligations under this Agreement;

(vii) any violation of the representations and warranties provided by Client under this Agreement;

(viii) any breach of security OR any interruption/termination of the ConversionPro™ Blog Services, that is directly related to the design, functionality, performance, or operability of the CaaS Platform and/or ConversionPro™ Blog Services; or

(ix) any third-party claim against LeadPops for any breach by Client of applicable data privacy laws and regulations.

TERM, SUSPENSION, TERMINATION AND EXPIRATION

(ii) terminated in accordance with the provisions of this Agreement.

The Initial Subscription Term and each successive Renewal Term shall collectively be referred to as “Subscription Term” under this Agreement.

9.2 Suspension. LeadPops may, in its sole discretion, suspend or temporarily disable Client’s access to and use of the CaaS Platform and ConversionPro™ Blog Services if:

(i) Client fails to make payment for the ConversionPro™ Blog Services on time with such payment having remained unpaid despite LeadPops sending written notice to Client in order to request payment for such ConversionPro™ Blog Services;

(ii) LeadPops suspects Client of partaking in any illegal activity;

(iii) LeadPops reasonably believes that Client has violated the terms of this Agreement; or

(iv) requested by law enforcement authorities or other government agencies.

Client acknowledges and agrees that LeadPops shall not be liable to Client or any third party for any loss or damages caused to Client or any third party as a result of the suspension by LeadPops of the ConversionPro™ Blog Services. For the avoidance of doubt, any suspension by LeadPops of the ConversionPro™ Blog Services shall not relieve Client from Client’s obligation to make payment of the Subscription Plan Fees.

9.3 Termination for Cause. Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate this Agreement without liability to the other if:

(iv) a receiver is appointed by an authority of competent jurisdiction, or if any other third party takes possession of or sells the other Party’s assets;

(v) the other Party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way;

(vi) the other Party ceases, or threatens to cease, to trade; or

(vii) the other Party takes any similar action in any jurisdiction as a consequence of the other Party incurring debt.

9.5 Effect of Termination and Expiration. Client acknowledges that upon the termination or expiration of this Agreement or upon the cancellation of Client’s selected Subscription Plan, Client shall cease to access and use the ConversionPro™ Blog Services. Any termination or expiration of this Agreement shall not relieve Client from Client’s obligation to make payment of the Subscription Plan Fees owed up until and including the effective date of termination or expiration.

FORCE MAJEURE

Neither Party shall be liable for, or be considered to be in breach of or in default under this Agreement on account of, any delay or failure to access/use the CaaS Platform and/or ConversionPro™ Blog Services, as a result of any cause or condition beyond such Party’s reasonable control, including, but not limited to: fire, explosion, power blackout, terrorism, earthquake, storm, flood, wind, drought or acts of God; epidemic and pandemic, court order; act, delay or failure to act by civil, military or other governmental authority; strike, lockout, labor dispute, riot, insurrection, sabotage or war; failure, interruption or degradation of any telecommunications or transmission lines; unavailability of required parts, materials or other items; acts or omissions of Internet traffic carriers, or act, delay or failure to act by the other Party or any third-party (collectively “Force Majeure Event”); provided that such Party uses reasonable efforts to promptly overcome or mitigate the delay or failure to perform. If one of the causes or conditions listed in this Section 10 delays or prevents a Party’s performance, that Party will promptly notify the other and describe the anticipated duration of the delay or prevention, as well as the steps being taken to overcome or mitigate the delay or failure to perform. For the avoidance of doubt, the occurrence of any Force Majeure Event shall not relieve Client of the obligation to pay any Subscription Plan Fees payable to LeadPops for the period of the Force Majeure Event.

DISPUTE RESOLUTION

(i) A Party must not commence arbitration proceedings (except proceedings seeking interlocutory relief) relating to a Dispute arising under this Agreement unless it has complied with this Section 11;

(ii) A Party claiming that a Dispute has arisen under this Agreement must give the other Party written notice of the particulars of the Dispute;

(iii) In the event of a Dispute, between the Parties hereto, arising out of the use of the CaaS Platform and/or ConversionPro™ Blog Services, or in any way relating to this Agreement or any term, condition or provision herein mentioned or the construction or interpretation thereof or otherwise in relation hereto, the Parties hereto will use their reasonable best efforts to resolve any Dispute hereunder through good faith negotiations. A Party hereto must submit a written notice to the other Party, and any such Dispute that cannot be resolved within thirty (30) calendar days of receipt of such notice (or such other period to which the Parties may agree) will be submitted to the American Arbitration Association located in San Diego, California which shall have exclusive jurisdiction to adjudicate any Dispute arising out of or relating to this Agreement.

GOVERNING LAW AND JURISDICTION

12.2 In no event shall any claim, action or proceeding, in relation to Client’s access to and use of the CaaS Platform and/or ConversionPro™ Blog Services be instituted by Client against LeadPops more than one (1) year after the cause of action arose.

Schedule A

ConversionPro™ Blog Service(s) Description

The following elements/functionalities are included in the ConversionPro™ Blog Service(s):

monthly relevant, evergreen, professionally written content published automatically to the Client’s LeadPops ConversionPro™ Website;
call-to-action links strategically inserted throughout the content to attract/target potential clients into the Client’s gamified LeadPops lead funnels. The dates on the call-to-action links are updated daily to ensure visitors are aware that the Client’s content/blog is current;
built-in opportunities to promote and share the Client’s content/blog on all of the Client’s marketing channels; and
the insertion of call-to-action links and embedded LeadPops lead funnels inside the Client’s content/blog sidebar.