Lead Hacker Terms and Conditions

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

1. Services

1.1. In consideration for the payment of the subscription payments made in accordance with the applicable Order, Risk Free Marketing hereby provides Services to Customer.

1.2. "Services" means Risk Free Marketing's subscription services made available via the internet as described in an Order. Services include lead generation, marketing and advertising, data, data cleansing, documents, or other materials that Risk Free Marketing provides to Customer ("Materials").

1.3. The Services are available only to Authorized Users. "Authorized User" means employees (and any independent contractors performing functions comparable to employees in the ordinary course of business) of Customer and its affiliates who: (a) are authorized by Risk Free Marketing, (b) are bound by the Agreement; and (c) have their own subscription.

1.4. Customer may access the Services only to the extent authorized by Risk Free Marketing Customer is responsible for use of Services by its users, including its Authorized Users. Customer shall ensure that Authorized Users comply with Risk Free Marketing's (https://www.google.com/search?q=https://leadhacker.aipreneurs.com/term-of-use Terms of Use) and https://leadhacker.aipreneurs.com/privacy-policy Privacy Policy) which are incorporated herein by reference, when using the Services. Customer is responsible for its actions and the contents of its transmissions through the Services. Customer is responsible for the compliance of Customer Content with this Agreement, including content uploaded by its users.

1.5. Customer may not: (a) duplicate, disassemble, reverse engineer, or otherwise reproduce without authorization any portion of the Services; (b) resell direct access to the Services to a third party (c) scrape, steal, or copy without authorization Services; (d) disclose any performance data relating to the Services; (e) sell or transfer to another third party Services in violation of this Agreement; or (f) build a product, service, or offering that competes with Risk Free Marketing or Services.

1.6. Customer may not use the Services for: (a) defamatory, harassing, abusive, threatening, obscene, hateful, sexist, offensive, or fraudulent content or activity; (b) activity that violates or infringes upon the rights of third parties; (c) activity that violates applicable law, (d) sending viruses, spyware or similar computer programming routines, or unsolicited mail; or (e) any purposes inconsistent with this Agreement or which violate the Terms of Use and Privacy Policy.

2. Customer Responsibilities

2.1. The Agreement and Services are a valuable trade secret and confidential proprietary property of Risk Free Marketing. Customer agrees to access and use Risk Free Marketing's Services only as provided in this Agreement and to safeguard Risk Free Marketing's trade secrets and confidential proprietary property. Customer agrees to delete the Materials upon termination of this Agreement, unless mutually agreed in writing.

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

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

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

2.5. Customer is responsible for obtaining all necessary rights and permissions to enable, and grants such rights and permissions to, Risk Free Marketing, its affiliates, and their respective contractors and vendors to use, provide, store and otherwise process Customer Content in the Services. This includes Customer making necessary disclosures and obtaining consent, if required, before providing individuals' information to Risk Free Marketing.

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

3. Charges, Taxes, and Payment

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

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

3.3. Amounts are due upon receipt of the invoice. Late payment fees may apply for amounts not paid within 30 calendar days of the invoice date. Risk Free Marketing may, at its sole discretion, terminate this Agreement if Customer has failed to pay any amount due for more than 30 calendar days.

4. Confidentiality

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

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

4.3. Risk Free Marketing shall use reasonable efforts to maintain the privacy, security, and confidentiality of Confidential Information in accordance with the Agreement and its policies.

5. Warranties

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

6. Warranty Disclaimer

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

7. Indemnity

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

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

7.3. Risk Free Marketing's obligation to defend does not apply to any claim based on (a) Customer's combination of Services with data, software, or documentation not supplied, recommended, documented, or approved by Risk Free Marketing, or (b) Customer's unauthorized modifications to the Services.

7.4. This Section 7 describes Customer's sole remedy against Risk Free Marketing relating to third-party claims of patent, copyright, or trademark infringement.

8. Limitation of Liability

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

9. Privacy and Security

9.1. Risk Free Marketing shall use commercially reasonable efforts comply with its Privacy Policy.

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

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

10. Changes

10.1. Risk Free Marketing may, at Risk Free Marketing's reasonable discretion, modify the Services from time to time, with prior written notice where practicable, without any additional liability. Risk Free Marketing's modification to the Services will replace prior versions as of the effective date. Customer may not refuse these modifications to the Services. Notwithstanding the foregoing, Risk Free Marketing is not required to modify the Services.

10.2. Risk Free Marketing may update its Terms of Use and Privacy Policy from time to time in accordance with their terms.

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

11. Term and Termination

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

11.2. The term of Services is set forth in the Order. Services renew annually automatically unless Customer provides written notice to Risk Free Marketing not to renew at least 60 calendar days prior to the annual renewal.

11.3. Risk Free Marketing may immediately, in its sole discretion and without prior written notice, temporarily suspend or limit Customer's use of the Services or the Agreement where Risk Free Marketing reasonably suspects a breach of the Agreement. Risk Free Marketing shall provide notice of the action Customer must take to reinstate the Services. Risk Free Marketing may terminate the Services or this Agreement without any additional liability for Customer's failure to take required actions.

11.4. Risk Free Marketing may terminate an Order or the Agreement without cause on at least 90 days' written notice to the Customer.

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

11.6. Upon termination of the SaaS Agreement or applicable Order (a) Risk Free Marketing may immediately terminate Customer's access to Risk Free Marketing's Services, and (b) Customer shall immediately cease using any portion of Risk Free Marketing's Services.

11.7. Customer may not terminate the Agreement for convenience, except as otherwise stated in Section 10.2. Either party may terminate the Agreement for material breach upon 30 calendar days prior written notice, provided that the breaching party does not cure it within the 30-calendar day notice period. Customer's failure to timely pay Risk Free Marketing is a material breach.

11.8. If the Agreement is terminated for any reason (except for material breach by Risk Free Marketing), Customer shall pay to Risk Free Marketing, on the date of termination, the total amount outstanding under the Agreement. If Risk Free Marketing terminates for a reason other than Customer's material breach of the Agreement or if the Agreement is terminated for material breach by Risk Free Marketing, Risk Free Marketing shall provide Customer a pro rata refund for any prepaid fees.

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

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

12. Governing Law

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

12.2. Either party may seek injunctive or other equitable relief for actual or threatened breach of confidentiality, security, or intellectual property protection hereunder by Customer under the Agreement.

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

13. Audit

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

14. General

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

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

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

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

14.5. Customer agrees not to hire or attempt to hire for employment, either directly or indirectly, an employee, agent, supplier, or contractor of Risk Free Marketing during the term of this Agreement and for a period of 2 years after termination of this Agreement.

14.6. Risk Free Marketing is an independent contractor. Customer is responsible for its use of Risk Free Marketing Services. Each party is responsible for determining the assignment of its and its affiliates personnel, and their respective contractors and vendors, and for their direction, control, and compensation.

14.7. Risk Free Marketing may collect information relating to Customer's use of the Services. Risk Free Marketing may internally use this information for providing or improving the Services.

14.8. Except as otherwise provided herein, Customer may not assign the Agreement, in whole or in part, without the prior written consent of Risk Free Marketing. Customer may assign the Agreement with 30 calendar days prior written notice to Risk Free Marketing upon a merger, acquisition, or purchase or sale of substantially all its assets so long as such transaction is not with a competitor of Risk Free Marketing. Risk Free Marketing may assign the Agreement in its sole discretion. Any assignment, transfer, or delegation in violation of this section is void.

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

Risk Free Marketing Email: [email protected]; Customer Care Address: 11 York Street, Sydney, 2000

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

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

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

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

14.14. Unless Customer requests otherwise in writing in advance, Customer authorizes Risk Free Marketing to use Customer's logo, name, or trademark on its website or other media as a customer.

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

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

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