This Lead Purchase Agreement ("Agreement") is between Sell My House Fast LLC (d/b/a Property Leads), a Wyoming Limited Liability Company ("Property Leads"), and the undersigned party (“Lead Buyer”). Each of Property Leads and Lead Buyer are from time to time referred to herein as a "Party" and collectively as the "Parties."
WHEREAS, Property Leads is the owner and developer of websites (individually or collectively, the “Sites”) where consumers can submit their information and consent to be contacted by potential real estate investors; and
WHEREAS, Property Leads and Lead Buyer desire to create a relationship whereby consumers visiting the Sites (each a "Lead" and collectively, the "Leads") may be transferred to a Lead Buyer through email delivery, short message service (SMS) delivery, or integration through the Lead Buyer’s customer relationship management (“CRM”) system (the transfer process is hereinafter called the "Lead Generation"). For purposes of this Agreement, "Lead Generation" also includes the acquisition of Leads by Lead Buyer pursuant to any or all of Property Leads' advertising and marketing activities.
NOW, THEREFORE, in consideration of the mutual consideration, promises, representations, and covenants set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions. Any term not otherwise defined herein shall have the meaning specified below:
* "Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person.
* "Consumer" means any individual who submits a request for offer form.
* "Consumer Information" means the information obtained from a Consumer who submits a Form.
* "Lead" means Consumer Information obtained from a request for offer form.
* "Person" means any individual, corporation, partnership, governmental body or other entity.
* "Form" means Property Leads' Consumer request form.
* "Enrichment Data" means real estate and consumer data collected from third-party sources and appended to Lead.
* "Exclusive Leads" means a one (1) to one (1) match between a form submission and lead buyer. If a seller of real estate submits a form three (3) times, each form submission could result in an exclusive lead match.
2. Purpose and Scope; Exclusive Leads. During the Contract Term (as defined below), Property Leads agrees to provide Lead Buyer with Exclusive Leads for Consumers who meet Lead Buyer's account parameters. Lead Buyer may not re-sell such Leads without independently obtaining the consent of the Consumer.
Lead Buyer agrees to pay Property Leads for such Leads as provided in this Agreement. For the avoidance of doubt, (i) Property Leads does not guarantee that any minimum quantity of Leads will be provided; and (ii) all Leads are provided on an exclusive basis and solely for Lead Buyer's permitted use hereunder. If Lead Buyer identifies any purchased Lead as fraudulent or otherwise invalid, Lead Buyer must adhere to the Property Leads Lead Return Policy as described below.
3. Lead Buyer's Responsibilities and Obligations.a. Use of Leads. Lead Buyer expressly acknowledges and agrees that Lead Buyer may use the leads purchased from Property Leads for the sole purpose of lawfully providing offers to purchase real property from the Consumer and no other unrelated products or services of any kind.
b. Marketing to Leads. Marketing of any kind, including but not limited to cell phone marketing (text messages), email, or physical mailing, to Leads that Lead Buyer does not purchase and pay for is expressly prohibited. If Property Leads discovers such marketing by Lead Buyer, Lead Buyer will be billed for every Lead that Property Leads submitted to Lead Buyer at the highest possible monetary valued integration tier at which the Lead(s) in question were submitted.
4. Interface and Lead Buyer's Responsibility for Filter Updates.a. Interface. Property Leads will provide Lead Buyer with access to an interface where Lead Buyer can track their leads, update their payment information, request refunds, and manage their account generally (“Dashboard”).
b. Lead Buyer's Responsibility. Lead Buyer will be responsible for doing all updates to their account and settings in the Dashboard. Lead Buyer will take full responsibility for lack of any such updates even if Lead Buyer has alerted Property Leads to any such changes via email, phone, or any other means.
c. Non-Update Policy. Property Leads will not be under any obligation to: (a) update any settings for Lead Buyer; (b) schedule outages or pause purchases for Lead Buyer for holidays; (c) perform any updates to Lead Buyer's account that are readily available in the Dashboard. To the contrary, Lead Buyer will be responsible for performing all such updates and assumes responsibility for lack of any such updates even if Lead Buyer has alerted Property Leads to any such changes via email, phone, or any other means.
d. Use of Interface Tutorial. Property Leads has made available a tutorial as far as how to use the Dashboard. Property Leads will also offer assistance in educating Lead Buyer as far as how to use the Dashboard within the first seven (7) days of Lead Buyer having access to the Dashboard. After the first seven (7) days, Property Leads will be privileged to assume that Lead Buyer is fully capable of using the Dashboard and has no questions.
e. Access to Interface. Property Leads will make every attempt to have the Dashboard be available and accessible 24/7/365, but technology does fail, and should the Dashboard experience an outage, Property Leads will make every effort to honor and postdate any planned account changes by the Lead Buyer while the Property Leads Dashboard experiences said outage.
5. Price and Payment Terms and Lead Return Policy and Refund Policy5.1 Price and Payment Termsa. The initial cost per lead ("CPL") for the Leads to be provided hereunder will be set forth between Property Leads and Lead Buyer, prior to Leads being sent from Property Leads to Lead Buyer. The Lead Buyer shall pay the CPL through the Dashboard. Any dispute or objection by Lead Buyer to such costs or fees should go through the Lead Return Policy described below. Property Leads reserves the right to discontinue lead delivery to Lead Buyer for any reason.
b. Contemporaneously with the execution of this Agreement, Lead Buyer is providing Property Leads or Property Leads' designated payment provider (“Property Leads Payment Provider”) with information concerning Lead Buyer's non-consumer, business checking account or non-consumer, business credit or debit card (the "Account"). Lead Buyer authorizes Property Leads or Property Leads Payment Provider to electronically debit the Account (and any successor account hereafter designed by Lead Buyer, which must be a non-consumer, business account) and, if necessary, to electronically debit or credit the Account to correct previous under- or overcharges. This authorization will remain in full force and effect until Lead Buyer notifies Property Leads that it wishes to revoke this authorization, which Lead Buyer may do by giving written notice to Property Leads of such revocation in the manner set forth in paragraph 14(c) below. No such revocation will be effective until the tenth (10th) day following actual receipt by Property Leads of such notice. Lead Buyer represents and warrants to Property Leads that: (a) Lead Buyer has retained a copy of this authorization (by printing out a copy of this Agreement or by storing a copy of this Agreement on Lead Buyer's computer); (b) Lead Buyer is not a "consumer" within the meaning of the Electronic Funds Transfer Act and its implementing Regulation E, and any comparable state or other applicable law; and (c) in any event, the proceeds from Property Leads to Lead Buyer shall not be used for any personal, family or household purposes. Lead Buyer acknowledges the funds being used in the Dashboard account may draw interest which may accrue to the benefit of Property Leads.
5.2 Lead Returnsa. “Lead Return Policy” means the defined process under which Lead Buyer can return a Lead. Lead Buyer must return a lead no later than 7 days after receiving the lead. Lead Buyer will utilize the Dashboard for returning Leads. Property Leads has the sole discretion in determining whether a lead should be credited back to Lead Buyer’s account. Lead Buyer can appeal Property Leads' decision by emailing support@propertyleads.com.
b. Lead Buyer is aware Property Leads' algorithm takes declined returns into account when determining prioritization. Lead Buyer understands consistently high declined return rates could result in Lead Buyer being prioritized lower in the algorithm or, in extreme cases, Lead Buyer’s access to the Dashboard may be revoked.
5.3 Lead Refund Policya. Property Leads is committed to working with our partners to ensure the best experience for buying leads. However, there may be situations that arise around lead deliverability or customer service which will require Property Leads to provide a refund. This
Refund Policy is designed to define the process for those rare situations.
b. Lead Buyers may request refunds under certain situations which must be approved by Property Leads in writing. Any refund request must be submitted through the Dashboard. Once a refund request is submitted, Property Leads will review the circumstances around the refund request to ensure that the information provided by the Lead Buyer is correct. Any issues with deliverability which will lead to a refund must not be the fault of the Lead Buyer for a refund to be issued.
c. In the unlikely event that Lead Buyer is to be refunded for undelivered leads, then Property Leads will refund the Lead Buyer to the Lead Buyer’s original form of payment. This refund request must be emailed to support@propertyleads.com.
5.4 Referral Creditsa. Lead Buyer may receive credits for referring new customers to Property Leads. Eligible credits will be added to the available balance in Lead Buyer's dashboard. Eligibility for credits must be determined in advance and in writing by Property Leads, otherwise referral credits will not be added for any referrals.
b. Referral Credits have no monetary value, and may only be used inside the Dashboard for Leads and/or Inactivity Fees.
5.5 Inactivitya. “Inactive” is defined as Lead Buyer has not purchased a Lead in thirty (30) days or more through the Dashboard.
b. Should Lead Buyer be Inactive, and Lead Buyer has a zero ($0) balance available in the Dashboard, Property Leads reserves the right to permanently close Lead Buyer's account and prevent Lead Buyer from logging into Dashboard.
5.6 Account Balance Refund Limitationsa. Lead Buyer may fund their Property Leads account for the purpose of purchasing Leads. Any unused funds in Lead Buyer’s account may be eligible for refund provided that the refund request is submitted within one hundred eighty (180) days of the original deposit date.
b. Property Leads’ credit card payment processors do not permit refunds beyond a six-month window. As such, any refund request submitted more than one hundred eighty (180) days after the original deposit date will not be eligible for a refund. These funds will remain available in the Lead Buyer’s account for future use but are considered non-refundable.
c. Property Leads will not issue refunds via alternate methods (e.g., PayPal, ACH, wire) to circumvent this policy. Lead Buyers are encouraged to manage and utilize their account balances in a timely manner. It is the responsibility of Lead Buyer to monitor account activity and balances.
6. Lead Buyer's Compliance with Applicable Law. Lead Buyer represents, warrants and covenants that: (a) it has reviewed all applicable state, federal, laws or and regulations governing the relationship between Lead Buyer and any Consumer or Lead acquired pursuant to this Agreement and including, but not limited to: the Telephone Consumer Protection Act (“TCPA”), the Federal Trade Commission (“FTC”) Act, the FTC Telemarketing Sales Rule (“TSR”), the CAN-SPAM Act, the Prescreen Opt-Out Notice Rule, and the Red Flags Rule, and further represents, warrants and covenants that it is currently in compliance therewith and will continue to comply therewith in connection with any Consumer with whom Lead Buyer engages in any transaction as a result of Property Leads' services; (b) it has all necessary rights and authority to execute this Agreement and perform its obligations and to grant the rights and/or licenses granted hereunder (c) is duly licensed, authorized and certified by all applicable governmental regulatory authorities to operate its business as it is now conducted and (d) it will use commercially reasonable efforts to maintain the security of its website and all Lead information, including, without limitation, as required by Section 7 hereof.
7. Confidentiality7.1. Certain Terms.a. Confidential Information. "Confidential Information" means all of the trade secrets and other non-public business or financial information, business methods, procedures, know-how, contact data and other information of every kind that relates to the business of either Party that is disclosed by either Party to the other, in any form or medium, whether or not marked or identified as confidential at the time of disclosure, and includes, without limitation, financial information, strategies, plans for potential expansion and marketing initiatives and all other non-public information of a Party.
b. Lead Information. "Lead Information" means all information, including, without limitation, all Nonpublic Personal Information (as defined in subsection 7.1(c) herein), provided by or about a Lead through or by a Consumer seeking information from the Sites.
c. Non-public Personal Information. "Nonpublic Personal Information" has the meaning set forth in the Gramm-Leach-Bliley Act of 1999, 15 U.S.C. Section 6801 et seq., as amended, and applicable federal and state laws and regulations implementing the said act (collectively, "Privacy Laws"). Nonpublic Personal Information includes any information: (i) a consumer provides to a Party or its affiliates to obtain a financial product or service, (ii) about a consumer resulting from any such transaction, (iii) otherwise obtained about a consumer in connection with providing the financial product or service to that consumer, and (iv) any list, description, or other grouping of consumers (and publicly available Information pertaining to them) that is derived using any of the foregoing information.
d. Publicly Available Information. "Publicly Available Information" has the meaning set forth in the Privacy Laws and includes any information that a Party has a reasonable basis to believe is lawfully made available to the general public from: (i) federal, state, or local government records; (ii) widely distributed media; or (iii) disclosures to the general public that are required to be made by federal, state or local law.
e. Security Breach. "Security Breach" means any actual or potential unauthorized or accidental access, use, loss or disclosure of any Lead Information or a breach of security or information systems that could reasonably be expected to expose any Lead Information to such unauthorized or accidental access or use.
7.2 Confidential Information. Each Party will hold the other Party's Confidential Information in confidence and will safeguard it with at least the same degree of care as a prudent businessperson would use to safeguard his or her own proprietary information and trade secrets, and each Party will use the other's Confidential Information solely for purposes of performing under this Agreement. A Party will not be obligated to protect Confidential Information to the extent such information: (a) is publicly known other than through a wrongful act or omission of the receiving Party; (b) was available to or already known by the recipient on a non-confidential basis prior to its disclosure by the other Party; (c) is developed by the recipient independently of any information acquired from the other Party; (d) becomes available to the recipient on a non-confidential basis from a third Party, provided that the recipient has no reason to know that the third Party is or may be bound by a confidentiality agreement with the disclosing Party; or (e) is disclosed pursuant to a court order or the requirement of any governmental authority (in which case the recipient will promptly notify the disclosing Party of any such order or requirement, and cooperate, at the disclosing Party's expense, in any effort to obtain a protective order from the issuing court or governmental authority limiting disclosure and use of the information). Each Party will, immediately upon request or the termination of this Agreement, return or destroy (at the disclosing Party's request) all Confidential Information of the other Party and all copies and embodiments thereof.
7.3 Lead Informationa. Each Party will exercise all due care with respect to Lead Information and the collection, handling, delivery, processing and transmission thereof, including, and without limitation, to confidentiality, security, Privacy Laws, and any consent or authorization necessary to use such information as contemplated hereby. Property Leads will permanently delete any Personally Identifiable Information (PII) contained in Lead Information from the Dashboard no later than ninety (90) days after the date such Lead Information is initially delivered to Lead Buyer.
b. Each Party will maintain appropriate physical, technical and organizational measures to protect all Lead Information against accidental loss or unauthorized access, use, disclosure, alteration, or destruction. Each Party acknowledges that the level of security that is appropriate will depend on the sensitivity of the information, the risks represented by the processing of the Lead Information, the harm that is likely to result from a breach of security, industry standards and applicable law.
c. Each Party will notify the other immediately in writing of any Security Breach. Each Party will provide all necessary and reasonable cooperation to the other to comply with any laws applicable to such Security Breach, including, without limitation, the notification of all Leads who may have a right to be informed of the Security Breach and the investigation and prosecution of such Security Breach.
7.4 Required Disclosure. Either Party may disclose Lead Information as required by any applicable law, regulation, rule, court or administrative order or similar legal requirements. In the event of any such required disclosure, the disclosing Party will, to the extent permissible under applicable law, notify the other in advance of such disclosure and cooperate in any effort to minimize the extent of such disclosure and maintain the confidentiality of such Lead Information.
8. Term, Termination and Survival. Either Party may terminate the Agreement upon twenty-four (24) hours' prior written notice to the other Party at any time and for any reason. Notwithstanding anything else herein to the contrary, the following provisions will survive any termination of the Agreement and continue in full force and effect thereafter: Sections 5 through 14.
9. Representations, Warranties and Covenants of the Parties.a. Each Party hereby represents, warrants and covenants to the other Party that: (a) it has the full power and authority to enter into the Agreement and to carry out its obligations hereunder; (b) when executed and delivered by such Party, the Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms and conditions; and (c) it will comply with all federal, state and local laws, rules, and regulations applicable to such party's performance under the Agreement, including without limitation Property Leads' compliance with the CAN-SPAM Act of 2003 and all applicable intellectual property laws with respect to Property Leads' Lead Generation activities, and including without limitation Lead Buyer's compliance with any additional or different compliance requirements of Property Leads.
b. Lead Buyer represents there are no investigations, inquiries, actions or other proceedings pending, or to the knowledge of Lead Buyer's officers, threatened, before any court or other governmental, regulatory or self-regulatory authority with respect to any of the services rendered or products sold by Lead Buyer or any of its Affiliates, nor has Lead Buyer received notice threatening any such investigation, inquiry, action or other proceeding. Lead Buyer further represents that neither it nor any of its Affiliates is subject to any order, judgment, decree, injunction, stipulation, or consent order of or with any court or other governmental, regulatory or self-regulatory authority with respect to any of such products or services or with respect to its business generally. Lead Buyer shall forthwith provide written notice to Property Leads, both by email and also as provided in Section 14(c) hereof, of the occurrence or commencement of any such investigation, etc., regardless of whether the same has been fully determined and regardless of the outcome thereof.
c. Property Leads represents and warrants that the Enrichment Data is sourced from public documents or statistical calculations, is provided on an “as is, as available” basis with all faults and defects; and it has secured all rights (as required) necessary to provide and make available the Enrichment Data for use by Lead Buyer. Neither Property Leads, nor its third-party data providers, make any warranties, express or implied, including without limitation, those of merchantability and fitness for a particular purpose. Further, neither Property Leads, nor its third-party data providers, are responsible for errors, omissions, miscalculations or misrepresentations of value.
d. Lead Buyer represents and warrants that it shall comply with all applicable federal, state, and local laws and regulations, including without limitation those governing fair information practices, consumers’ rights to privacy, and data protection, including without limitation, any applicable non-solicitation rules, and regulations. Lead Buyer shall not broadcast or otherwise make public the name, address or other information regarding such consumer, unless such consumer provides written authorization to do so, and that Lead Buyer shall limit access to consumer information to those individuals who have a “need to know” in connection with Lead Buyer’s business, and will obligate those individuals to acknowledge such consumer’s rights to privacy and adhere to fair information practices. Lead Buyer acknowledges that the Enrichment Data, while comprised in part of public record data, includes tax, mortgage, and other information that may be deemed to be sensitive information by some consumers. Lead Buyer shall be solely responsible for responding to all communications initiated by a consumer (“Consumer Inquiries”) arising out of Lead Buyer’s use of the Enrichment Data to the extent Lead Buyer is aware of any Consumer Inquiries, and if applicable, Lead Buyer agrees that, upon request from a consumer or from Property Leads, Lead Buyer shall promptly cease all use of a specified consumer’s information marketing solicitations or any other direct marketing purposes. Lead Buyer shall not materially change, alter, illegally copy or distribute the Enrichment Data, or allow a third-party to do so. Lead Buyer acknowledges and accepts that its use of the Enrichment Data shall be at its own risk.
10. Restrictions on Marketing Practices10.1 No Text Message Marketing Covenant.a. Property Leads does not permit, condone, or otherwise authorize any Lead Buyer, or its Affiliates or Indirect Affiliates (any entity working with, or for the benefit of Lead Buyer in any way), or other third party to send text messages to purchased Leads for campaigns unrelated to the Sites.
b. Property Leads reserves the right to monitor all Lead Buyer activities to ensure compliance with this No Text Message Marketing Covenant. Property Leads reserves the right to terminate immediately and without notice any agreement, arrangement, or relationship with any third party that violates this No Text Message Marketing Covenant. Moreover, if required or requested by any law enforcement or other governmental authority or by any private party, Property Leads reserves the right to identify any Lead Buyer, its Affiliate, Indirect Affiliate, or other third party known or suspected by Property Leads to be violating this No Text Message Marketing Covenant in order to protect Property Leads' property or business or for any other reason, in Property Leads' sole discretion.
10.2 Consumer Contact Compliance. Lead Buyer, its Affiliates and indirect Affiliates, including all persons using the purchased Leads, are responsible for complying with all federal, state, and local locals, rules, and regulations governing all of their marketing activities, including but not limited to the Telephone Consumer Protection Act ("TCPA") and Federal Communications Commission rules implementing the TCPA. Lead Buyer agrees that Property Leads makes no representations or warranties regarding whether the Consumer gave proper consent for telemarketing or telephone solicitations as defined in the TCPA. Lead Buyer hereby understands and agrees that the TCPA makes it unlawful to use any automatic telephone dialing system or prerecorded or artificial voice to make any call or send any text message to any telephone number assigned to a cellular telephone service, unless the call is made for emergency purposes or with the prior express consent of the called party. Lead Buyer understands that it is the SOLE RESPONSIBILITY of Lead Buyer to obtain the proper consent prior to sending the Consumer telemarketing messages or telephone solicitations. Lead Buyer further understands and agrees that the TCPA provides private parties the right to sue any such party responsible for violating its calling or text messaging rules. Additionally, Lead Buyer agrees that any recordings, footage, or use of any Consumer’s name, image, likeness, or voice for marketing purposes, must be used with the consent of that Consumer. Lead Buyer is solely responsible for gaining any required consents.
11. Indemnification. 11.1 - Each Party agrees to indemnify, defend and hold harmless the other Party and its directors, officers, shareholders, employees, agents and Affiliates from and against any and all actions, claims, liabilities, damages, losses and expenses (including both third-party claims and claims as between the Parties themselves), including reasonable attorneys' fees and out-of-pocket costs (collectively, "Claims") arising out of or related to any alleged breach of this Agreement (including without limitation any alleged breach of any representation or warranty set forth herein or violation of applicable law, and including any alleged breach by Lead Buyer) by such Party.
11.2 – The Lead Buyer agrees to indemnify, defend, and hold harmless Property Leads and its directors, officers, shareholders, employees, agents and Affiliates from and against any and all claims made against Property Leads by third parties which are attributable to or arise from (i) a breach by Lead Buyer of any covenant, obligation or other provision under this Agreement; (ii) any false or materially misleading representation or breach of warranty furnished by Lead Buyer in this Agreement; (iii) a violation of applicable law, including but not limited to TCPA violations under Section 10 above; (iv) infringement of intellectual property rights, contract rights or tort rights of any third party; and (v) any act or omission of Lead Buyer including, without limitation, any acts or omissions relating to consumer privacy, applicable laws; and Lead Buyer agrees to promptly pay and fully satisfy any and all losses, judgments, or expenses, including, without limitation, costs of settlement, attorneys’ fees, accounting costs, expert costs and fees, incurred or sustained, by Property Leads as a result of any Claim in Sections 11.1 or 11.2.
11.3 - The indemnifying Party's indemnification obligations are conditioned upon the indemnified Party: (i) giving prompt notice to the indemnifying Party of the claim or action; (ii) granting to the indemnifying Party of the right to participate reasonably in the defense or settlement of the claim or action (except that the indemnified Party's prior written approval will be required for any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice or detrimentally impact the indemnified Party in any way); and (iii) providing reasonable cooperation and, at the indemnifying Party's request and expense, assistance in the defense or settlement of the claim or action.
12. LIMITATION OF LIABILITY. EXCEPT FOR ANY THIRD-PARTY INDEMNITY CLAIMS, TO THE GREATEST EXTENT PERMISSIBLE, AND NOTWITHSTANDING ANY PROVISION OF THE AGREEMENT TO THE CONTRARY, PROPERTY LEADS WILL NOT BE LIABLE TO THE LEAD BUYER FOR ANY PUNITIVE, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER, REGARDLESS OF WHETHER LEAD BUYER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNLESS OTHERWISE AGREED IN WRITING BETWEEN LEAD BUYER AND PROPERTY LEADS, PROPERTY LEADS' LIABILITY TO LEAD BUYER, ITS AFFILIATES AND/OR ANY THIRD PARTY CLAIMING UNDER LEAD BUYER FOR CLAIMS OR LOSSES OF ANY KIND (INCLUDING WITHOUT LIMITATION CYBERSECURITY CLAIMS) SHALL NOT EXCEED THE AMOUNT PAID BY LEAD BUYER TO PROPERTY LEADS DURING THE SIX MONTHS PRECEDING THE ASSERTION OF ANY SUCH CLAIM AGAINST PROPERTY LEADS BY ANY OR ALL OF SUCH PARTIES. FOR PURPOSES OF THIS AGREEMENT, A "CYBERSECURITY CLAIM'' MEANS A CLAIM SOUNDING IN, OR ARISING FROM, AN ACTUAL OR PURPORTED LOSS OR OTHER EVENT RELATING TO DATA BREACH FOLLOWING EMPLOYEE THEFT, DATA BREACH FOLLOWING LOSS OF A THUMB DRIVE OR OTHER PHYSICAL DATA STORAGE, CYBER BUSINESS INTERRUPTION, DENIAL OF SERVICE ATTACKS, OR DATA BREACH FOLLOWING HACKING, INCLUDING ANY RELATED CLAIMS OR LOSS RELATED TO EXTORTION, DATA RECOVERY OR RESTORATION. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL PROPERTY LEADS' LIABILITY FOR ANY OR ALL CYBERSECURITY CLAIMS EXCEED THE AMOUNT OF INSURANCE THEREFORE MAINTAINED BY PROPERTY LEADS FROM TIME TO TIME.
13. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PROPERTY LEADS DISCLAIMS ALL OTHER WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
14. Miscellaneous.a. No Assignment; Headings; Amendment. Neither this Agreement nor the rights and obligations related hereto may be assigned or in any way transferred by Lead Buyer, by operation of law, change of control or otherwise, to any Person without the prior written consent of Property Leads in each instance. Subject to the foregoing, this Agreement is binding on and shall inure to the benefit of the Parties and their respective successors and assigns. The descriptive headings in this Agreement are for convenience only and do not constitute a part of this Agreement. Any amendment to this Agreement shall be effective only if made in writing and adopted on behalf of the parties by a duly authorized officer.
b. Entire Agreement; No Waiver; Severability. This Agreement and any exhibits hereto represent the entire understanding and agreement of Lead Buyer and Property Leads with respect to the subject matter hereof and thereof. The failure of either Party in any one or more instances to insist upon strict performance of any term herein shall not operate as a waiver of any right hereunder. If any part of this Agreement, or the application thereof under certain circumstances, is held invalid, the remainder of this Agreement, or the application of such part under other circumstances, shall not be affected thereby.
c. Notices. All notices, consents, waivers and other communications required or permitted by the Agreement shall be in writing and shall be deemed given to a Party when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (b) sent by e-mail, with confirmation of transmission by the transmitting equipment, and, if Property Leads is the intended recipient, subsequent delivery of a copy of any such notice or other communication to Property Leads by certified mail, return receipt requested, at 30 N Gould St Ste N Sheridan WY 82801; or (c) received or rejected by the addressee, if sent by certified mail, return receipt requested, in each such case to the address for such Party set forth herein, as such address may be updated from time to time upon written notice to the other Party in accordance with this paragraph. Lead Buyer agrees that such information may be communicated online by posting notices, disclosures and other communications on Property Leads' web site or by sending such information to Lead Buyer by email. Lead Buyer's consent to receive all documents electronically will be effective until withdrawn.
d. No Third-Party Beneficiaries. Nothing in the Agreement is intended or shall be construed to give any person other than the Parties hereto, their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of the Agreement or any provision contained herein.
e. Independent Contractors. The Parties to the Agreement are independent contractors, and no agency, partnership, joint venture or employer-employee relationship is intended or created by or between the Parties hereto by the Agreement.
f. No Publicity. Neither Party shall advertise, market or otherwise disclose to any third party any information related to the making or existence of the Agreement.
g. Governing Law. The Agreement will be governed by and construed in accordance with Property Leads'
Terms of Service Section 15.
h. Execution. This Agreement may be executed in counterparts. A facsimile or electronic copy of this Agreement or any signature hereon (including any adoption of this Agreement by Lead Buyer evidenced by clicking an "I Agree" or substantially similar button on a web site maintained by Property Leads) shall constitute an original and shall be valid for all purposes, each party hereby waiving the duty, if any, to maintain and/or produce a manually executed copy of this Agreement.
