Master Subscription Agreement

Effective as of March 1st, 2024
If you subscribed to LeadIQ's Services betweenAugust 6, 2022 and February 29, 2024, your use is governed by MSA 2022.

This Master Subscription Agreement (together with the Order Form and any exhibits attached hereto, the “Agreement”) is entered into as of the first date set forth below on the signature page hereto between LeadIQ, Inc, a Delaware Corporation, with a principal address of 548 Market Street, PMB 20317, San Francisco, CA 94104 (“Company”) and the party executing the Agreement (“Customer”), together referred to as the “Parties” and each individually as a “Party”. In the event of a conflict between the Master Subscription Agreement and the Order Form, the Order Form will govern.

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1. DEFINITIONS

“Affiliates” means  any entity which directly or indirectly controls, is controlled by, or is under common control with a Party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Authorized User(s)” means an individual natural person, whether an employee, business partner, contractor, or agent of Customer or its Affiliates who is registered by Customer to use the Services. All Authorized Users must be over the age of eighteen (18).

“CCPA” means the California Consumer Privacy Act of 2018 as amended by the California Privacy Rights Act, Cal. Civ. Code §§ 1798.100 et. seq, and its implementing regulations, as may be amended from time to time.

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“Confidential Information” means all information disclosed by one Party to the other Party, whether orally or in writing, that is designated as confidential or is information which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including, but not limited to, the terms of the Agreement (including pricing), any proprietary materials provided, such as product plans, technology and technical information, business and marketing plans and business processes disclosed by such party. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving Party at the time of disclosure by the disclosing Party; (b) was or is obtained by the receiving Party from a third party not known by the receiving Party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the Parties; or (d) was or is independently developed by the receiving Party without the use of the disclosing Party’s Confidential Information.

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“Customer Data” means electronic data and information submitted by or for Customer to the Services, except for Leads Data.

“Data Protection Laws” means existing international data protection laws and regulations applicable to LeadIQ, including but not limited to, the GDPR, UK GDPR and CCPA.

“Documentation” means the documentation and service feature descriptions, as updated from time to time, provided by Company whether online or otherwise.

“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.

“Leads Data” means electronic data and information that can be searched and returned through the Services and acquired by Customer for its internal business purpose.

“Services” means the products and services offered via the LeadIQ website and web extensions by LeadIQ that the Customer has subscribed to in the applicable Order Form. 

“Security Incident” means any unauthorized action by a known or unknown person which, if successfully completed, would reasonably be considered one of the following: an attack, penetration, denial of service, disclosure of confidential information, misuse of system access, unauthorized access or intrusion (hacking), virus intrusion, scan of Company systems or networks or any other activity that could adversely affect Customer Data.

“Subscription Term” means the period of time during which Company has agreed to subscribe to the Services as specified in the applicable Order Form.

“Third Party Services” means any third party product, application, service, software, network, system, directory, website, database and/or information obtained separately by Customer, such as Customer’s CRM.

“UK GDPR” means the Data Protection Act 2018, as well as the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419).

“Upgrade” means a) moving to a higher subscription plan (e.g. Essential to Pro), b) adding users, or c) moving from a monthly to annual subscription plan.

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2. SERVICES

2.1 Right to Use

Company will provide the Services to Customer pursuant to the terms and conditions of the Agreement and grants Customer a worldwide, limited, non-exclusive, non-transferable right to access and use the Services during the term of the Agreement, solely for its internal business purposes. Company reserves the right to update and amend the Services from time to time subject to section 9.1 (Warranties).

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2.2 Support

‍Company will provide standard support for the Services to Customer at no additional charge and will respond to service related requests and/or incidents by the end of the next working day (Pacific Time).  Notwithstanding the foregoing, the Services may not be available due to (a) planned downtime, and (b) circumstances beyond our reasonable control pursuant to section 12.11 (Force Majeure). 

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2.3. Integrations

Some of the Services may require integration with select Third Party Services. If Customer enables integrations with Third Party Services, Customer authorizes Company to access, store and use information or data from Customer’s account with the Third Party Services as reasonably necessary to provide the applicable Services. Customer represents and warrants that it has the authority to provide such access to Company. Company assumes no responsibility for and disclaims any liability or obligations with respect to Third Party Services that are provided pursuant to the terms of the applicable third-party license or separate agreement between the licensor of the Third Party Services and Customer.

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2.4 Enrichment

Customer acknowledges that when using the Services, Customer may choose to transmit professional contact information to Company as part of the request to enrich, including matching, cleansing and updating, Customer’s records with information in Company’s database. Where such information is transmitted to Company, Company will make commercially reasonable efforts to respond to the requests by researching and/or verifying the professional contact information and will supplement Company’s database with information that Company is able to verify or otherwise as needed to provide our Services. Company may also use email deliverability data (such as email “bounce” data) accessible through Customer’s use of the Services to improve Company’s Services, for example, by eliminating invalid email addresses from Company’s database.

2.5 Usage Limits

Where applicable, Services are subject to a usage limit as specified in the Documentation or Order Form. For any unlimited credits, a fair use policy applies in order to prevent potential abuse which limits usage to 10,000 credits per user per month. In the event the usage limit is exceeded in a month, Company reserves the right to suspend the Authorized User’s access to the Services for the remainder of the month.

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2.6 Customer Obligatioons

Customer shall (a) only allow Authorized Users to access and use the Services; (b) be responsible for ensuring its Authorized Users’ use the Services in accordance with the Agreement and all applicable laws and regulations; (c) use commercially reasonable efforts to prevent unauthorized use or access to the Services, and notify Company promptly of any such unauthorized use or access; and (d) keep secure, confidential and comply with Data Protection Laws applicable to any Leads Data acquired by Customer during and following termination of the Agreement and Services. Customer acknowledges that Customer is responsible for obtaining any consent required under Data Protection Laws when using the Leads Data for Customer’s own marketing purposes.

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2.7 Restrictions

Customer shall not, and shall not permit Authorized Users to do the following with respect to the Services: (a) use Services for any purposes other than it’s own business to business sales, marketing, or customer relationship management; (b) use the Services in violation of applicable laws and regulations, including the rights of any third parties, such as using the Services to send defamatory, libelous, fraudulent, abusive, obscene, harassing, violent, threatening or discriminatory mail, or to send bulk mail, junk mail, spam or other forms of duplicative messages, or use the Services in any other way that violates Data Protection Laws; (c) license, sub-license, sell, resell, rent, lease, transfer, distribute, timeshare or otherwise make any portion of the Services available for access by third parties except as otherwise expressly provided in the Agreement; (d) interfere with or disrupt the integrity or performance of the Services; (e) reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code of any software making up the Services; (f) use any robot, spider, crawler, scraper or other automated means or interface not provided by Company to access the Services or to extract or export data collected using the Services; (g) allow the sharing of login credentials to access and use the Services, and only the specified number of Authorized Users identified on the applicable Order Form is provided access and use of the Services; (h) permit direct or indirect access to or use of the Services in a way that circumvents the Usage Limit; (i) access the Services in order to build a competitive product or service.

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2.8 Suspension of Access

If Company becomes aware of any act or omission that is in violation of section 2.6 (Customer Obligations) and/or 2.7 (Restrictions) by an Authorized User, Company reserves the right to suspend the Authorized User’s access to the Services until the violation is cured.

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3. PAYMENT 

3.1 Subscription Rate
‍Customer will pay the Subscription Rate specified in the applicable Order Form, or if Customer chooses to Upgrade within a Subscription Term, Customer will pay the incremental Subscription Rate for the Upgrade. Except as otherwise specified herein or in an Order Form, (i) the Subscription Rate is based on Services purchased and not actual usage, (ii) payment obligations are non-cancellable and payments are non-refundable, unless otherwise specified herein, and (iii) Services cannot be downgraded in any way during the relevant Subscription Term.

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3.2 Invoicing and Payments

The Subscription Rate shall be paid in advance of the commencement of the Subscription Term and any or all subsequent renewals by Customer, either annually or in accordance with any different billing frequency stated in the applicable Order Form. For payments by credit card, Customer will provide Company with valid credit card information and authorizes Company to charge that credit card for the Subscription Rate listed in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, Company will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Company and notifying Company of any changes to such information.

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3.3. Taxes 

The Subscription Rate is exclusive of all taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessed by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all applicable Taxes associated with the Services.  If Company has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Company will invoice Customer and Customer will pay that amount unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Company is solely responsible for taxes assessed against it based on its income, property and employees.

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3.4 Overdue Payments‍

If any undisputed invoiced amount is not received by Company by the due date, then without limiting other rights or remedies, (a) those charges may accrue late interest at the rate of one and a half (1.5%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. If any amount owing by Customer under this or any other agreement for Services is thirty (30) or more days overdue, Company may suspend the Services to Customer until such amounts are paid in full.

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4. CREDITS

4.1 No Cash Value

Where applicable, Company may make a set number of credits available for Customer to redeem for Services as specified in the applicable Order Form. Customer acknowledges that these credits have no cash value and are not redeemable for cash or any other equivalent currency.

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4.2 No Rollover of Credits

Unless specified in the Order Form, all Credits will expire every thirty (30) calendar days. All unused Credits shall be forfeited and may not be rolled over to the next 30 calendar days or thereafter.

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5. TERM, RENEWALS AND TERMINATION

5.1 Subscription Term and Auto Renewals

Unless Customer terminates the Services in accordance with the terms of this Agreement or unless otherwise provided for in an Order Form, subscription to the Services will renew for a term equivalent in length to the then expiring Subscription Term. Company reserves the right to change the Subscription Rate at renewal and will notify Customer reasonably in advance of the renewal coming into effect.

5.2 Termination for Cause

Either Party may terminate the Agreement for cause (a) upon written notice to the other Party of a material breach if such breach remains uncured at the expiration of thirty (30) days from the date of the breaching Party’s receipt of such written notice; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

5.3 Refund or Payment upon Termination

If the Agreement is terminated by Customer in accordance with section 5.2 (Termination for Cause), Company will refund Customer any part of the pre-paid Subscription Rate covering the remainder of the Subscription Term after the effective date of termination. If this Agreement is terminated by Company in accordance with this section 5.2, Customer is not relieved of its obligation to pay the Subscription Rate and will pay Company any unpaid amount of the Subscription Rate for the remainder of the Subscription Term as specified in the applicable Order Form.

5.4 Deletion and Export of Customer Data

For fourteen (14) days after the effective date of termination of the Agreement, and upon Customer’s written request, Company will make Customer Data available to Customer for export or download. Thereafter, Company will have no obligation to maintain or provide any Customer Data and will, unless prohibited by law or legal order, delete Customer Data within the Services.

6. CONFIDENTIALITY 

6.1 Protecting Confidentiality

Each Party will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each Party protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, each Party may use the other Party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement.

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6.2. Disclosures

Each Party may disclose Confidential Information (a) solely to the employees and/or non-employee service providers and contractors on a need to know basis and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation.

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6.2. Injuctive Relief

The receiving Party of Confidential Information acknowledges and agrees that due to the unique nature of the disclosing Party’s Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder, which breach may result in irreparable harm to the disclosing Party, and therefore, that upon any such breach or any threat thereof, the disclosing Party shall be entitled to seek appropriate equitable relief in addition to any other remedies it might have at law.

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7. SECURITY AND DATA PRIVACY

7.1. Security & Security Incident

Company will maintain appropriate administrative, physical and technical safeguards for the protection of the security, confidentiality and integrity of Customer Data. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data. In the event of a Security Incident, Company will (a) notify the Customer as soon as practicable, but no later than 48 hours after becoming aware of it; and (b) use best efforts to immediately remedy any security breach and prevent recurrence of any further Security Incident in accordance with applicable privacy rights, laws, regulations and industry recognized standards.

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7.2. Privacy Policy

Customer understands that in connection with providing the Services, Company processes limited personal data of the Authorized Users as described in the Privacy Policy located at: https://leadiq.com/privacy-policy. By using the Services or submitting Customer Data through the Services, Customer expressly consents to such processing.

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7.3. Data Processing Agreement

To the extent the Parties execute a Data Processing Agreement (“DPA”) due to the processing of Personal Data (as defined under Data Protection Laws), the terms of such DPA shall be incorporated into this Agreement by reference.

7.4. Customer as Data Controller

To the extent Customer Data contains Personal Data, Customer and Company hereby agree that Customer shall be deemed to be the Data Controller, and Company shall be deemed to be the Data Processor, as those terms are understood under the applicable Data Protection Laws. The Parties agree that they shall be independent Controllers in respect of Leads Data.

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7.5. Usage Data

Company may collect, use and analyze general usage and performance data from Customer in an aggregated manner for the purpose of improving the Services or for publishing statistics, provided that Company does not specifically identify Customer or its Authorized Users in the course of using, analyzing or publishing that information or data.

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8. PROPRIETARY RIGHTS

8.1. Ownership
Subject to the limited rights expressly granted hereunder, Company and its licensors reserve all of their right, title, interest in and to any and all copyrights, trademark rights, patent rights, database rights, and other intellectual property or other rights in and to the Services, including all software, data and other components of or used to provide the Services. No rights are granted to Customer hereunder other than as expressly set forth herein.

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8.2. Customer Data
Customer Data processed using the Services is and will remain, as between Customer and Company, owned by Customer. Customer hereby grants Company the right to process, transmit, use, store or disclose the Customer Data in order to provide the Services to Customer in accordance with the Agreement and subject to the terms of section 6.2 (Disclosures). 

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8.3 AI Services
Where Customer uses any of Company’s products or services that employ Company’s machine learning algorithm (“ML Services”) to generate original written works and materials (“Written Works”), Company reserves its rights to the Written Works  generated exclusively by the ML Services pursuant to section 8.1 (Ownership) and grants Customer the right to use pursuant to section 2.1 (Right to Use).  Where Customer uses any of the ML Services that employ Company’s machine learning algorithm to assist with creating Written Works that would, under intellectual property law, be owned by Customer, Customer grants Company a non-exclusive, transferable, perpetual, irrevocable, worldwide, royalty-free, fully paid-up license and right to use, host, store, copy, adapt, modify, create derivative works from the Written Works for the purposes of training and improving Company’s machine learning algorithm and ML Services, provided that Company does not specifically identify Customer or its Authorized Users. 

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8.4 Feedback

Customer or Authorized Users may, from time to time, provide suggestions, comments, corrections, ideas, enhancement or feature requests or other information (collectively “Feedback”) to Company with respect to any of Company’s Services. Customer grants to Company a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Service any Feedback provided by Customer relating to the operation of the Service.

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8.5 Publicity Rights
Company may identify Customer as a customer in promotional materials and will promptly stop doing so upon Customer’s written request.

9. REPRESENTATIONS, WARRANTIES AND DISCLAIMER

9.1. Warranties
Each party warrants and represents that it has the requisite power and authority to enter into this Agreement. Company warrants that the Services will perform materially in accordance with the specifications set forth in the Documentation associated with the Services. Company further warrants that it will not materially decrease the functionality of the Services during a Subscription Term. For any breach of the above warranties, Customer’s exclusive remedy and Company’s sole obligation are those described in sections 5.2 (Termination for Cause).

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9.2. Disclaimers
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY (INCLUDING WITH REGARDS TO THE DATA), AND NON-INFRINGEMENT. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGE CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS OR APPLICATIONS. CUSTOMER ACKNOWLEDGES THAT COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE, AND NO INFORMATION OR ADVICE OBTAINED THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

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10. INDEMNIFICATION

10.1. Indemnification by Company

Company will indemnify, defend and hold harmless Customer, and its employees, directors, agents, and representatives against any actual or threatened third party claim, demand, suit or proceeding (collectively “Claim”) arising from or related to any alleged infringement of any third-party intellectual property rights by Company in the provision of the Services to Customer, provided Company will not be responsible for alleged infringement that is due to the combination of Company’s Services with goods or services provided by third parties. 

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10.2. Indemnification by Customer

Customer will indemnify, defend and hold harmless  Company, employees, directors, agents, and representatives against any actual or threatened Claim arising from or related to use of the Services by Customer or Authorized Users in violation of this Agreement and applicable laws, rules or regulations, and in particular, Data Protection Laws.

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10.3. Procedure  

Each Party’s respective indemnification obligations above are conditioned on (a) the party being indemnified (“Indemnified Party”) giving the the party providing the indemnification (“Indemnifying Party”) prompt written notice of the Claim; (b) the Indemnifying Party being given full and complete control over the defense and settlement of the Claim (as long as any settlement does not include any payment of any amounts by or any admissions of liability, whether civil or criminal, on the part of any of the Indemnified Parties without prior agreement); (c) the  Indemnified Party providing assistance in connection with the defense and settlement of the Claim, as the Indemnifying Party may reasonably request; and (d) the Indemnified Party’s compliance with any settlement or court order made in connection with the Claim. The Indemnifying Party will indemnify the Indemnified Parties against: (i) all damages, costs, and attorneys’ fees finally awarded against any of them with respect to any Claim; (ii) all out-of-pocket costs (including attorneys’ fees) reasonably incurred by any of them in connection with the defense of the Claim (other than attorneys’ fees and costs incurred without the Indemnifying Party’s consent after it has accepted defense of such Claim); and (iii) all amounts that the Indemnifying Party agreed to pay to any third party in settlement of any Claims arising under this section 10 and settled by the Indemnifying Party or with its approval.

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11. LIMITATION OF LIABILITY

11.1 Exclusion of Damages ‍

EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, IN NO EVENT WILL EITHER PARTY OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR GOODWILL), WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

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11.2 Limitation of Liability

EXCEPT FOR EACH PARTY’S CONFIDENTIALITY OBLIGATIONS IN SECTION 6 OR INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY, ITS AFFILIATE, OR ANY THIRD PARTY WITH RESPECT TO ANY SINGLE INCIDENT OR SERIES OF RELATED INCIDENTS ARISING OUT OF THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT OR SERIES OF RELATED INCIDENTS. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

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12. GENERAL TERMS

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12.1 Assignment

Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement and all applicable Order Forms in its entirety, without the other Party’s consent in the event of a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or equity securities, provided that any such successor agrees to fulfill its obligations pursuant to this Agreement. 

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12.2 Entire Agreement

This Agreement, including all executed documents referred to in this Agreement, is the entire agreement between Company and Customer regarding the Services provided under this Agreement. This Agreement supersedes, and the Parties disclaim any reliance on, all previous oral and written communications (including any confidentiality agreements pertaining to the Company under this Agreement), representations, proposals, understandings, undertakings, and negotiations with respect to the subject matter hereof and apply to the exclusion of any other terms that Customer seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing. 

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12.3 Amendments

No supplement or amendments of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each Party. 

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12.4 Non-Waiver

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

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12.5 Relationship of Parties

The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. The Parties do not intend to create any third-party beneficiaries of this Agreement, and nothing in this Agreement is intended, nor shall anything herein be construed to create any rights, legal or equitable, in any person other than the Parties to this Agreement.

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12.6 Export Control

The Services and the provision and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Customer agrees to comply with all such laws and regulations as they relate to access to and use of the Services by Customer, its Affiliates and Authorized Users. Each party represents that it is not named on any U.S. government denied-party list. Customer shall not permit Authorized Users to access or use any Service in a U.S.-embargoed country or in violation of any U.S. export law or regulation. 

12.7 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

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12.8 Notices  

All notices under this Agreement shall be in writing and be deemed to have been given upon (i) personal delivery, (ii) two (2) business days after mailing or depositing with a nationally recognized courier, (iii) two (2) business days after after sending by confirmed facsimile, or (iv) immediately upon delivery by electronic mail (provided email shall not be sufficient for notices of an indemnifiable claim). Notices to Company shall be addressed to LeadIQ, Inc, Attn: CEO; 548 Market St., PMB 20317, San Francisco, CA 94104 . Billing-related notices to Customer shall be addressed to the relevant billing contact designated by Customer. Notices to Customer shall be addressed to:____________________

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12.9 Dispute Resolution‍

The parties will attempt to resolve any claim, or dispute or controversy (whether in contract, tort or otherwise) arising out of or relating to this Agreement or the Services (“Dispute”) through negotiation with persons fully authorized to resolve the Dispute or through mediation utilizing a mutually agreeable mediator, rather than through litigation. The existence or results of any negotiation or mediation will be treated as confidential. Notwithstanding the foregoing, either party will have the right to seek from a court of competent jurisdiction a temporary restraining order, preliminary injunction or other equitable relief to preserve the status quo, prevent irreparable harm, avoid the expiration of any applicable limitations period, or preserve a superior position with respect to other creditors, although the merits of the underlying Dispute will be resolved in accordance with this paragraph. In the event the parties are unable to resolve the Dispute within sixty (60) days of notice of the Dispute to the other party, the parties shall be free to pursue all remedies available at law or equity.

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12.10 Governing Law and Jurisdiction

This Agreement shall be governed by the laws of the State of California, USA, without reference to conflict of laws principles. Any disputes under this Agreement must be brought solely and exclusively in the State or Federal court in Santa Clara, California, USA , and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in Santa Clara, California.

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12.11 Force Majeure‍

Except for the Customer’s payment obligations, neither Party shall be liable for any delay or failure in performance of to the extent caused by a condition, such as natural disaster, an act of war or terrorism, acts of God, riot, labor condition, governmental action, Internet disturbance, or acts undertaken by third parties, including without limitation, denial of service attack that was beyond the Party's reasonable control.

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12.12 Survival

The sections in this Agreement that are intended by their nature to survive termination or expiration shall so survive any termination or expiration of this Agreement.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the first date below.