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Master Services Agreement

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LeadFollow Advertising Master Services Agreement

1.1. Advertising Services. LeadFollow ’s advertising platform LeadFollow (“Platform”) offers advertising services (“Advertising Services” or “Services”) allowing Customer to bid on and purchase online display advertisements (“Ads”) and to serve or facilitate the serving of such Ads as set forth herein. Customer may use the Platform for its own advertising campaigns (“Advertiser”) or, in the case Customer is an advertising agency, network, newspaper, publisher or any other entity using the Platform and Services for the benefit of its clients (“Agency”), the advertising campaigns of its Advertiser clients). Customer may choose to use the Platform either on a managed services basis (“Full Service Customer”) or on a self-serve basis (“Self-Serve Customer”).

1.2. Right to Access and Use the Services. In consideration of Customer’s payment of the applicable fees and subject to the terms and conditions of this Agreement, LeadFollow hereby grants Customer a limited, non-exclusive, non- transferable (except in connection with an assignment of this Agreement as permitted in Section 11.6), revocable right, during the Term, to access and use the Services. In order to use the Services, Customer will need to create and maintain an account (“Account”). In order to access and use its Account, Customer will be provided with a username and password (“Account Credentials”). Customer may have access to the Platform through a dashboard (“Dashboard”) or through an API.

1.3. Right to Use API. If provided an application programming interface (“API”) by LeadFollow in connection with the Services, LeadFollow hereby grants to Customer a limited, non-exclusive, non-assignable, non-transferable license to the API for the purpose of accessing or using the Services or the Dashboard, if any. Customer may allow its Third Party Reporting Provider to access, on Customer’s behalf, the API provided to Customer for the sole purpose of accessing the campaign performance reporting made accessible to Customer through Customer’s Dashboard and such access and use of the API, the Dashboard and the Services shall be in accordance with the provisions of this Agreement. As used herein, “Third Party Reporting Provider” means a company engaged by Customer to provide reporting on advertising Campaigns that has been prior approved by LeadFollow in writing (email to suffice). All acts or omissions of such Third Party Reporting Provider shall be deemed to be acts or omissions of Customer and Customer shall be responsible, and shall indemnify LeadFollow pursuant to Section 8.1, for such actions and omissions, including without limitation, any breaches by such Third Party Reporting Provider’s of Customer’s confidentiality obligations.

1.4. Right to Use Addressable Geofencing tool (AGT). In the event Customer elects to use LeadFollow ’s Addressable Geofencing tool (“AGT”) upon the terms and conditions set forth herein, LeadFollow grants Customer the right to access and use the AGT, including the reporting provided by LeadFollow to Customer (“Report”) and the data on the Report, for the sole purpose of targeting Customer’s Ads purchased through the Platform and for no other purpose (the “Permitted Purpose”). Customer may access and use the AGT through its Dashboard. In order to use the AGT, Customer will need to upload physical addresses (“Physical Addresses”) to the AGT. All Physical Addresses shall be in United States. LeadFollow shall compare and attempt to match the Physical Addresses with latitude and longitude coordinates of such Physical Addresses (“Geo Data”) from a third party database and, if a match occurs, LeadFollow shall assign such matched Geo Data a randomly generated unique identifier (“Unique Identifier”). Once the Report is provided to Customer, LeadFollow shall immediately destroy the Physical Addresses provided by Customer, but shall store the info on the Report (i.e., Geo Data and corresponding Unique Identifiers) for use in targeting Customer’s Ads through the Platform. LeadFollow shall have the right to comply with any subpoena or legal request, including for device location data. In no event will LeadFollow provide additional identifiers such as Device or Advertising ID associated with the physical address for the purposes of identification of the user. Either Party may terminate Customer’s right to use the AGT at any time.

1.5. Restrictions. Except as expressly permitted herein, Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services, the Platform, the API, the AGT, and any technology or software used by LeadFollow to provide any of the foregoing, including without limitation, underlying technology, trade secrets, data, content or information (collectively including the Services, “LeadFollow Technology”) in any way; (ii) modify, adapt, translate or make derivative works based upon the LeadFollow Technology, (or any portion thereof), (iii) reverse engineer, disassemble, decompile or otherwise attempt to derive source code from the LeadFollow Technology (any portion thereof), (iv) reproduce any portion of the LeadFollow Technology (or any portion thereof), (v) send or store infringing, or otherwise unlawful or tortious material, including material violative of third party intellectual property or privacy rights; (vi) send or store material containing software viruses, worms, Trojan horses, time bombs, cancelbots or other harmful computer code, files, scripts, agents, programs or programming routines (collectively, “Harmful Code”) to, on or through the LeadFollow Technology (or any portion thereof), (vii) interfere with or disrupt the integrity or performance of the LeadFollow Technology (or any portion thereof), including without limitation, the Services, the Platform, the API, the AGT or the data contained therein, (viii) access the Platform, APIs or AGT by any means other than through the interface and Account Credentials that are provided by LeadFollow for use in accessing the Platform, Services, APIs and/or the AGT, (ix) attempt to gain unauthorized access to the LeadFollow Technology (or any portion thereof) or its related systems or networks or misrepresent its identity, use or attempt to use any unauthorized identification (including without limitation use of any third party logo, name or other identifier), (x) use the LeadFollow Technology (or any portion thereof) for any purpose or in any manner that is unlawful or prohibited by this Agreement, (xi) publicly disseminate information or analysis regarding the performance of the LeadFollow Technology, including without limitation, the Platform, APIs or AGT, (xiii) disclose or allow third parties use its Account or Account Credentials, or (xii) permit or authorize any party to do any of the foregoing.

1.6. Use of the Service. Customer is responsible for all activity occurring under its account and shall (i) abide by all applicable local, state, national and foreign laws, guidelines, treaties and regulations in connection with Customer’s use of the Services, including those related to advertising, data privacy, international communications and the transmission of technical or personal data, and all compulsory industry self-regulations, including but not limited to the EU-US Privacy Shield Principles at www.privacyshield.gov, and the EU General Data Protection Regulation (“GDPR”) as they may be amended from time to time (“Applicable Laws”), (ii) not use the Services in a manner that could reasonably be expected to damage the Services. Customer shall notify LeadFollow immediately of any unauthorized access to or use of Customer’s Account or Account Credentials or any other known or suspected breach of security involving Customer’s Account or Account Credentials and, in such event, Customer shall use reasonable efforts to stop immediately any copying, distribution or misuse of Ads, data and/or the LeadFollow Technology (or any content thereon) that is known or suspected by Customer. In the event Customer is an Agency, Customer shall ensure its Advertisers are in compliance with the foregoing.

1.7. Provision of Services. LeadFollow shall provide the Services in accordance with the features, pricing terms and other metrics as set forth in this Agreement. Customer acknowledges that the Services utilize a platform that bids on and purchases Ads on or through third party platforms, which third party platforms may be affected by third party systems and that LeadFollow does not guarantee delivery of the Services at any level. LeadFollow and its licensors reserve all rights not expressly granted hereunder, including the right, in its sole discretion to continually evolve the Services and all related technologies, to upgrade, modify or discontinue, temporarily or permanently, all or a part of the Services and to regulate traffic or Customer’s use of the Services at any time and without notice in its sole discretion. In the event that LeadFollow exercises any such right and Customer’s access or use of the Services is materially restricted, however, LeadFollow will provide notice of the actions taken as soon as practicable. By way of example only, some of the circumstances when LeadFollow may regulate traffic or Customer’s use of the Services include, but are not limited to, the following: (i) an abnormal spike in activity, (ii) inferior quality of inventory from a specific exchange, and/or (iii) any activity that interferes with the operation of the Platform.

1.8. Custom Work. LeadFollow may perform custom work (“Custom Work”), from time to time, at a mutually agreed upon fees, which Custom Work and fees therefor shall be agreed upon by the parties in advance upon the terms set forth in an amendment to this Agreement (or by email) (“Custom Work Amendment”). Custom Work is any work or tasks Customer wishes to have performed above and beyond the standard work or tasks associated with a particular Service. By way of example only, the following would qualify as Custom Work: (i) pulling logs, (ii) custom reports, (iii) custom feature requests, (iv) impressions discrepancies going back further than 2 weeks, (v) reconciliation work going back further than two weeks, (vi) request for any third party integration or to customize the Platform or the user interface, including the Dashboard, and (vii) any ad ops or development work performed for a Self-Serve Customer.

  1. Campaign Set-Up; License to Ads; Ad Requirements; Privacy.

2.1 Campaigns. Customer may set up “Campaigns” to bid on, purchase and serve or have served Customer’s Ads (including, in the case of an Agency, its Advertiser’s Ads) by clicking on the appropriate boxes or buttons, uploading keywords, uploading creatives or tags, entering information into appropriate fields, and otherwise setting targeting and other parameters (the “Criteria”) for those Campaigns in Customer’s Dashboard. The Ads will be served by LeadFollow or Customer, as selected by Customer, directly or through a third party. LeadFollow will use commercially reasonable efforts to match Customer’s Criteria, but LeadFollow does not guarantee that inventory meeting all of such Criteria will be available at any particular level.

2.2 License to Ads. Customer hereby grants to LeadFollow and its licensees a royalty-free, worldwide license to use, reproduce, market, display, publish, perform, distribute and transmit the Ads as part of providing the Services to Customer. LeadFollow will not modify the content or appearance of any Ad, provided that should LeadFollow determine that it is necessary to modify the size or attributes associated with the underlying technology to deliver an Ad or fulfill a Campaign (as defined below), then LeadFollow may make such modifications. Customer reserves the right to direct further changes or modifications to an Ad or Campaign following any changes made by LeadFollow . If the Ad creatives were created by LeadFollow , LeadFollow grants the client license to use the banner creative on the LeadFollow platform only.

2.3 Ad Requirements. Ads need to be provided in the format set forth on LeadFollow ’s site or other format set forth in a request to bid on advertising inventory. Customer shall ensure that all Ads provided by Customer and, if Customer is an Agency, its Advertisers and associated pages or screens linked to such Ads (“Landing Pages”): (i) are not misleading, libelous, obscene, invasive of others’ privacy, or hateful (racially or otherwise), (ii) do not imply, infer, state or publish that content or materials provided by Customer are provided, endorsed, sourced or otherwise approved by any third party without such third party’s express permission to do so, (iii) do not contain Harmful Code or otherwise operate in a manner that could reasonably be expected to damage the Advertising Services, (iv) do not infringe the intellectual property or proprietary rights of any third party, and (v) do not violate Applicable Laws. In addition, Customer shall ensure that the Advertised Products are promoted in compliance with Applicable Laws, including consumer protection laws. LeadFollow reserves the right for any reason to reject, suspend or cease displaying Ads at any time, including in response to complaints by advertising exchanges utilized by LeadFollow .

2.4 Privacy. Notify users in plain English what information is being collected from or about the users, including data for Interest Based Advertising (i) advertising based; (ii) how such information is to be used once collected, including its use to select advertisements that are more likely to be of interest to the user; (iii) disclose what technologies, if any, are used to gather information about users, including but not limited to cookies, web beacons, browser cache technologies, locally stored objects (LSOs), statistical identifiers, clear gifs, embedded scripts and /or similar means; (iv)

2.4.1 Privacy Policy. Customer will maintain and abide by a privacy policy that is consistent with all Applicable Laws. At a minimum, Customer’s privacy policy must he collection of data across web domains owned or operated by different entities to deliver on a user’s preferences or interests inferred from the data collected) for what purpose, any such data collected may be shared with and/or used by third parties; (v) contain a statement to explain how, and the effect that third parties may also gather such user data and that Customer’s privacy policy may not describe the privacy practices of such third parties; and (vi) include a conspicuously posted mechanism by which users may opt out of the collection of data regarding their internet usage, preferably

There must be a link to this privacy policy on each webpage where data gathering the NAI opt out link: occurs. In the event Customer is an Agency, Customer shall ensure its Advertisers are in compliance with the foregoing.

2.4.2 EU-US Privacy Shield. LeadFollow is certified under the EU-US Privacy Shield. LeadFollow processes data in the U.S., which may require the transfer of personal data outside of the EU/EEA to the US or other countries outside the EU/EEA that do not require the same level of data protection as the EU. The U.S. has not been deemed by the EU Commission to have adequate data protection laws. To the extent that, under this Agreement, any Physical Addresses or other personal data of EU, Swiss or EEA residents (“EU Personal Data”) is collected by Customer or provided to Customer by LeadFollow or another third party on behalf of LeadFollow , Customer agrees that: (a) if Customer receives the EU Personal Data for transferring, sharing or otherwise processing (i.e., is a “recipient processor”), Customer will: (i) perform such activities only in accordance with written instructions from LeadFollow ; (ii) not perform such activities if at any time Customer or its subprocessor is unable to comply with Applicable Laws; (iii) provide appropriate technical and organizational measures to protect EU Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, and understands whether onward transfer is allowed; and (iv) taking into account the nature of the processing, assist LeadFollow in responding to individual EU residents exercising their right to access their EU Personal Data, consistent with Applicable Laws; and (b) if Customer is a recipient controller of EU Personal Data, Customer shall provide the same level of protection as is available under the EU-US Privacy Shield and will make available an equivalent independent recourse mechanism as under Privacy Shield. In the event another transfer mechanism is or other measures are required under Applicable Laws for the lawful transfer of EU Personal Data, such as the Standard Contractual Clauses, the parties hereby agree to the implementation of such transfer mechanism or other measures.

2.4.3 GDPR. The following will also apply to the extent either party processes EU Personal Data hereunder: Confidentiality: each party shall take reasonable steps to ensure the reliability of any individual who may have access to EU Personal Data, shall strictly limit access to those individuals with a need to know or access such data, and shall ensure that such individuals are subject to confidentiality agreements or professional or statutory obligations of confidentiality; Subprocessors in cases where Customer is a processor of EU Personal Data: Customer may not (i) engage any subprocessor of such data without LeadFollow ’s prior written consent, (ii) if permitted to engage a subprocessor in accordance with the preceding clause, Customer will be fully responsible and liable for the subprocessor’s activities, (iii) before engaging a subprocessor, Customer must enter a written contract with the same or similar terms as in this Agreement with respect to protections for EU Personal Data, including sufficient guarantees that the subprocessor will provide sufficient security to meet the requirements of the GDPR; Obligations and Rights of Controller; Types of Data; Categories of Data Subjects; Nature and Purpose of Processing; Subject Matter and Duration of Processing: the obligations and rights of the controller, the types of personal data to be processed, the categories of data subjects, the nature and purpose of the processing, and the subject matter and duration of the processing are as described in these Terms and the Applicable Insertion Order, Data License, or Master Services Agreement; Retention: the parties shall retain EU Personal Data for no longer than is necessary for the purposes for which it was obtained; Recordkeeping: each party shall maintain a record of all processing activities, in writing and in electronic form, as required by Applicable Laws; Personal Data Breach: each party agrees to cooperate and assist the other in the event of a personal data breach and to provide notice as required by Applicable Laws; Data Protection Impact Assessments; Responding to Data Protection Authorities: each party agrees to assist the other with data protection impact assessments, and to respond to data protection authorities, according to Applicable Laws; Audits and Inspections: a party that is a data processor must submit to audits and inspections, provide required http://optout.networkadvertising.org. information, and inform the controller if any request related thereto infringes Applicable Laws; and (i) GDPR Responsibilities and Liabilities: Notwithstanding anything to the contrary in this Agreement, or any other agreement between the parties, Customer shall not be relieved of its own direct responsibilities and liabilities under the GDPR and other Applicable Laws. For EU Personal Data, the terms “commission”, “controller”, “data subject”, “EEA”, “personal data”, “personal data breach”, “processor”, “processing”, “subprocessor,” as used herein shall have the same meaning as in the GDPR. For data that is not EU Personal Data, all terms shall have the meanings given them under other Applicable Laws.

2.4.4. Failure to Notify. Under no circumstances shall Customer provide to LeadFollow , personal information, personally identifiable information, EU Personal Data, or information capable of identifying a particular individual. Notwithstanding the foregoing, in the event Customer provides such data to LeadFollow , Customer hereby represents and warrants that it has obtained lawful consent where required by Applicable Laws sufficient to enable LeadFollow to exercise its rights and process such data hereunder. Customer must notify LeadFollow in writing before providing such data to LeadFollow , and If Customer does not provide such prior notification (“Failure to Notify”), Customer shall defend, indemnify and hold harmless LeadFollow as set forth in Section 8.

3.PAYMENT AND DATA

3.1. Advertising Fees; Payment. Customer will be obligated to pay Media Cost, Data/Targeting Fees, Platform Fees, Managed Service Fees and other fees set forth in LeadFollow ’s rate card set forth in Exhibit B (“Rate Card”), as well as any other fees agreed to by the parties in writing (collectively, “Advertising Fees”) only for Ads actually served. Customer agrees and understands that LeadFollow may change the Rate Card upon thirty (1) days prior written notice. All payments under this Agreement shall be made in US dollars. Except for taxes on LeadFollow ’s income, Customer is responsible for paying all applicable sales, use or other taxes or duties, tariffs, etc. applicable to the Advertising Services provided. LeadFollow ’s reporting with respect to any Advertising Fees, including impression counts and record of the price per impression, will be determinative. Customer will pay LeadFollow invoices thirty (3) days after receipt thereof.

3.1.2 Any applicable initiation charges, usage, monthly recurring charges, termination and transfer charges and fees are billed in advance. Upon termination of your LeadFollow account for any reason, any unused prepayment for the current billing cycle will be forfeited. When you sign up for our Service plan, you will provide us with a payment method, such as a valid credit card, and, if applicable, authorize us to collect from your payment method. Any authorization will remain valid until 30 days after you terminate our authority to charge your payment method. We will then charge you any disconnection fee and any other outstanding charges and disconnect your service. You will advise us of any changes to your payment method, such as credit card account number or expiration date changes. Time is of the essence for payment. Therefore, you agree to pay us interest at the lesser of (a) 18% per annum or (b) the highest amount allowed by law for any amounts unpaid as of the due date. Acceptance of late or partial payments (even if marked “Paid in Full”) shall not waive any of our rights to collect the full amount due. We may assess an additional fee of fifty dollars ($50) for any check returned for nonpayment.

3.1.2 Fraudulent or Erroneous Charges. LeadFollow strongly encourages you to contact LeadFollow directly in cases of suspected fraud or error involving your account. In most cases, LeadFollow can correct fraudulent or erroneous charges without bank or credit card company intervention. If you suspect fraud or discover erroneous charges on your account, please contact LeadFollow customer support at 1 (302)-603-1240. When you contact customer support, please have the following information available: (a) your name, contact information, and the LeadFollow account telephone number in question, (b) the date that the account in question was created, (c) the credit card account number used to open the account, and (d) the total amount charged to the account. If you request that your bank/credit card perform a chargeback without first contacting LeadFollow and LeadFollow subsequently determines that the charges at issue are not erroneous or fraudulent, LeadFollow reserves the right to take any available legal action. Your LeadFollow account will have a current and past ledger of all transactions and credit charges. It is your responsibility to review this to ensure it is accurate. Failure to inform of errors within thirty (30) days of the dated transaction is considered acceptance of the charge and acceptance to pay credits as charged.

3.2. Customer Data. LeadFollow, not the client, shall own any, shall own any information, material and data provided to LeadFollow for use in connection with the Campaigns and the Services (“Customer Data”). Customer, not LeadFollow, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and, except for a material breach of this Agreement by LeadFollow in connection with such Customer Data, LeadFollow shall not be responsible or liable in any manner for such Customer Data. Under no circumstance shall Customer provide to LeadFollow personal information, personally identifiable information, personal data or information capable of identifying a particular individual.LeadFollow will not release Personal identifiable information to client to any third parties. LeadFollow can provide third parties access to client data via the smart audience network. LeadFollow provides the client with a license to use the smart audience data for use within the LeadFollow advertising networks. Client provides LeadFollow with a unlimited lifetime license to use the data as LeadFollow determines reasonable and necessary in the course of business.

3.3. You understand that you do not own any of the data within LeadFollow as LeadFollow licenses this data to you. LeadFollow may enrich your lead or client data from time to time to provide you with more information about your leads and clients. You get access to this data while your account it active, and billing is current. This data may not be exported or exported in limited form due to the nature of how LeadFollow generates, licenses this data from other providers. If you cancel your account you surrender all data to LeadFollow to use at LeadFollow ’s discretion. This data maybe provided to third parties and can be used in the process of machine learning, data algorithms, forecasting, system optimization, use of the LeadFollow platform, or part of the LeadFollow feature set.

3.4. License. LeadFollow shall be free to use aggregate anonymized Customer Data not capable of identifying Customer (or Advertiser, if applicable) for LeadFollow ’s own internal use and marketing, and Customer hereby grants LeadFollow a worldwide, non-exclusive, perpetual, royalty-free, fully paid-up license to use such aggregate information for such purposes including, without limitation, improving the operation of the Services, statistical analysis and distributing aggregated statistics to clients, potential clients and the general public.

3.5. Client uses Plaid Technologies, Inc. (“Plaid”) to gather End User’s data from financial institutions. By using our service, you grant Client and Plaid the right, power, and authority to act on your behalf to access and transmit your personal and financial information from the relevant financial institution. You agree to your personal and financial information being transferred, stored, and processed by Plaid in accordance with the Plaid Privacy Policy. Plaid Privacy Policy must link to https://plaid.com/legal.

4.Intellectual Property Ownership. LeadFollow alone (and its licensors, where applicable) own all right, title and interest, including all related intellectual property rights (e.g., patent, copyright, trade secret), in and to: (i) the LeadFollow name, the LeadFollow logo, and any of the product names associated with the Services, all of which are trademarks of LeadFollow (“LeadFollow Marks”), and no right or license is granted to use the LeadFollow Marks, and (ii) the LeadFollow Technology (exclusive of the Customer Data) and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer, Advertiser or any other party relating to the Services. This is an agreement for the provision of Services and not an agreement for sale or a license to any software. Customer acknowledges that it is obtaining only a limited right to access and use the LeadFollow Technology and that irrespective of any use of the words “purchase”, “sale” or like terms hereunder no ownership rights are being conveyed to Customer under this Agreement or otherwise. LeadFollow acknowledges that Customer alone (and its licensors, where applicable) shall own all right, title and interest in and to the Ads, Customer Data and Customer’s intellectual property rights therein, and no right or license is granted to LeadFollow , except as specifically provided herein.

5.Confidential Information

5.1. Definition. “Confidential Information” means: (i) LeadFollow Technology; and (ii) any business or technical information of LeadFollow or Customer, including but not limited to any information relating to LeadFollow ’s or Customer’s product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how.

5.2. Exclusions. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault or breach of this Agreement by the receiving party; (ii) is known to the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; (iv) the receiving party rightfully obtains from a third party without restriction on use or disclosure; or (v) is disclosed with the prior written approval of the disclosing party.

5.3. Use and Disclosure Restrictions. During the term of this Agreement, and for a period of two (2) years after any termination of this Agreement, each party will not use the other party’s Confidential Information except as permitted herein, and will not disclose such Confidential Information to any third party except to employees and consultants as is reasonably required in connection with the exercise of its rights and obligations under this Agreement (and only subject to binding use and disclosure restrictions at least as protective as those set forth herein executed in writing by such employees and consultants); provided, however, that LeadFollow may use and disclose such Confidential Information as may be necessary to perform the Services. However, each party may disclose Confidential Information of the other party: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the receiving party gives reasonable notice to the other party to contest such order or requirement; and (ii) on a confidential basis to legal or financial advisors.

6.Term and Termination

6.1. Term. This Agreement will begin on the Effective Date and will remain in effect, unless earlier terminated in accordance with the terms of this Agreement (the “Term”).

6.2. Termination. Each party may terminate this Agreement (a) for a material breach of the other party that, if capable of cure, remains uncured for a period of thirty (30) days after written notice thereof, and (b) for any reason or no reason upon thirty (30) days prior written notice to the other party. You may cancel your use of the Services with or without cause at any time by calling LeadFollow at (302)603-1240 and submitting an email to Support@LeadFollow .io. LeadFollow is available to take your call and email Monday-Friday between 9:00 a.m. and 5:00 p.m. Central Standard Time. Cancellation should take place in writing, by email, and is to be dated. Your cancellation will not be considered definite until you receive a return email confirming your cancellation. The confirmation of your cancellation via email from a member of LeadFollow is your proof of definite cancellation. The customer cannot derive any rights from a verbal cancellation.

6.3. Effect of Termination. Upon any termination of this Agreement, all rights and licenses granted to Customer hereunder shall terminate and Customer shall immediately cease all access to and use of the Services, the Platform (including any content contained therein), the LeadFollow Technology and any Confidential Information of LeadFollow . You understand and agree that LeadFollow may at any time, and without additional notice to you terminate, modify, suspend, disconnect, discontinue, or block access to some or all of the features of the Services

6.4. Return of Confidential Information. Each party shall promptly return or, if requested, destroy, all Confidential Information of the other party then in its possession and control, and, upon the other party’s written request, provide the other party with an officer’s written certification certifying to compliance with the foregoing.

6.5. Nonexclusive Remedy. Termination of this Agreement by either party will be a nonexclusive remedy for breach and will be without prejudice to any other right or remedy of such party.

6.6. Survival. The rights and obligations of the parties contained in Sections 2.4.2, 2.4.3, 3.3, 4, 5, 6.4, 8-11, all unpaid payment obligations as of the date of expiration or termination, and any other provision of this Agreement which by their nature should survive the expiration or termination of this Agreement will survive the expiration or termination of this Agreement. 6.7. No refunds, partial refunds or system credits will be issued when client cancels or terminates. All campaigns are prepaid and the client forfeits the balance if they cancel the services will LeadFollow .

  1. Representations & Warranties Each party represents and warrants that: (i) it has the authority to enter into this Agreement, provide data, grant the licenses, and perform the services herein, and (ii) it has secured all licenses and permissions necessary to provide such data and licenses.

Services in accordance with this Agreement infringes the intellectual property rights of a third party; provided that, such indemnification does not apply to the extent that Claims arise from: (i) the infringement or misappropriation by Customer Data or other materials or information provided by Customer to LeadFollow , (ii) the combination, operation or use of the Platform or Service(s) with any product or service not provided or authorized in writing by LeadFollow , or (iii) any third party systems, technology, materials or information.

  1. Indemnification. 8.1. Customer. Customer shall defend, indemnify and hold harmless (“Indemnify”) LeadFollow , its licensors and each of their parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents (“Related Parties”) from and against any and all claims, costs, damages, losses, liabilities, penalties, fines and expenses (including reasonable attorneys’ fees and costs) (“Liabilities”) arising out of or in connection with an unaffiliated third party’s claims or government action (“Claims”): (i) arising from the Ads submitted under Customer’s Account, the Landing Pages, the products, goods and services promoted in such Ads (“Advertised Products”), Customer Data the Customer’s or Advertiser’s trademarks, logos or other content contained in the Dashboard, if any, the Physical Addresses, and/or LeadFollow ’s use of the foregoing as permitted under this Agreement, including allegations that any of the foregoing (a) infringes the intellectual property rights of a third party, (b) contains Harmful Code, or (c) violates Applicable Law; (ii) Customer’s access and use of the AGT, including the Report and/or any use Customer makes of the Report or any data in the Report, (iii) arising from the Customer’s violation of Applicable law or use of the Advertising Services or any materials provided by LeadFollow , including the AGT, in a manner not permitted under this Agreement, and/or (iv) arising from Customer’s breach of this Agreement, including any Failure to Notify.

8.2. LeadFollow shall Indemnify Customer, its licensors and each of their Related Parties from and against any and all Liabilities arising out of or in connection with any Claims alleging that Customer’s use of the Platform or the Upon termination of this Agreement, LeadFollow will discontinue use of any Customer Data and return such Customer Data to Customer to the extent such Customer Data is maintained in a state that is discrete or distinct from other data in LeadFollow ’s possession or control.

8.3. Procedure. Each party’s indemnification obligations are contingent on the indemnified party: (i) giving prompt written notice of the Claim to the indemnifying party; provided that the indemnifying party shall be released from its indemnification obligations only to the extent that the indemnified party’s failure to provide prompt notice materially prejudices the indemnifying party’s ability to defend the Claim, (ii) giving the indemnifying party sole control of the defense and settlement of the Claim (provided that the indemnifying party may not settle or defend any Claim unless the indemnified party is unconditionally released from all liability and such settlement does not negatively and materially affect the indemnified party’s business); (iii) provides to the indemnifying party all available information and assistance; and (iv) not having compromised or settled the Claim.

  1. Disclaimer of Warranties. LeadFollow AND ITS LICENSORS DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, STATUTORY OR IMPLIED THAT ARE NOT EXPLICITLY STATED HEREIN. THE SERVICES ARE MADE AVAILABLE “AS IS” AND “AS AVAILABLE” AND, EXCEPT AS EXPLICITLY STATED HEREIN, LeadFollow DOES NOT REPRESENT OR WARRANT THAT (I) THE LeadFollow TECHNOLOGY (OR ANY PORTION THEREOF) OR THE USE THEREOF WILL BE SECURE, TIMELY, ACCURATE, COMPLETE, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (II) EXCEPT FOR PURCHASING INVENTORY THAT MEETS CUSTOMER’S CRITERIA, THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (III) ANY DATA PROVIDED BY OR ON BEHALF OF CUSTOMER AND STORED BY LeadFollow WILL BE ACCURATE, RELIABLE OR FREE FROM LOSS; OR (IV) THE SERVICES OR THE INFRASTRUCTURE THAT MAKES THE SERVICES AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. LeadFollow AND ITS LICENSORS HEREBY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. LeadFollow SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE CONTROL OF LeadFollow .

  2. Limitation of Liability. IN NO EVENT SHALL LeadFollow BE LIABLE HEREUNDER FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. LeadFollow ’S MAXIMUM LIABILITY HEREUNDER SHALL BE LIMITED TO THE AMOUNTS PAID TO LeadFollow HEREUNDER IN PLATFORM FEES DURING THE SIX MONTHS PRIOR TO THE DATE ON WHICH THE CLAIM AROSE FOR USE OF THE APPLICABLE SERVICE THAT IS THE SUBJECT OF THE CLAIM.

  3. General. 11.1. Amendment and Waiver. Except as otherwise expressly provided herein, any provision of this Agreement may be amended, and the observance of any provision of this Agreement may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the written consent of the parties. However, it is the intention of the parties that this Agreement hereto be controlling over additional or different terms of any confirmation, invoice, or similar document, even if accepted in writing by both parties, and that waivers and amendments shall be effective only if made by written agreements specifically amending or waiving a particular provision and is clearly understood by both parties to be an amendment or waiver.

11.2. Governing Law; Jurisdiction. This Agreement will be governed and interpreted in accordance with the laws of the State of Delaware, USA without reference to conflicts of laws principles. The parties agree that any dispute under this Agreement shall be brought in the federal or state courts located in Tarrant County, Delaware, USA and agree to submit to the exclusive jurisdiction of the federal and state courts located in Hewes County, Delaware, USA, unless Applicable Law requires otherwise.

11.3. Publicity. The terms and conditions of this Agreement are confidential and Customer agrees that it will not disclose such terms and conditions, or issue any press releases or other public statements relating to the relationship created by this Agreement without LeadFollow ’s prior written approval. LeadFollow shall be permitted to list Customer as a customer in LeadFollow ’s marketing materials.

11.4. Monitoring. LeadFollow may monitor Customer’s use of the Advertising Services for violations of this Agreement and any other behavior LeadFollow considers harmful. LeadFollow may provide information about Customer’s use of the Advertising Services to law enforcement authorities, data protection authorities and affected third party vendors or suppliers (e.g., exchanges, networks) in its sole discretion.

11.5. Non-Solicitation. Customer agrees that during the term of this Agreement and for twelve months thereafter, Customer will not encourage or solicit any employee or consultant to leave the employ of LeadFollow ; provided that, Customer shall not be prohibited from employing any such person who contacts such party in response to a published general solicitation not specifically targeted at such person.

11.6. Assignment. Neither party may assign this Agreement without the other’s consent, except to an acquirer of all or substantially all of the assets, equity or business of the assigning party.

11.7. Headings. Headings and captions are for convenience only and are not to be used in the interpretation of this Agreement.

11.8. Notices. Notices under this Agreement shall be sufficient only if in writing and personally delivered, delivered by a major commercial rapid delivery courier service, delivered by email (with confirmation of receipt) or mailed by certified or registered mail, return receipt requested to the designated notice recipient at the address or the email address specified on the first page of this Agreement. If not received sooner, notice by mail shall be deemed received 5 days after deposit in the mail.

11.9. Entire Agreement. This Agreement supersedes all proposals, oral or written, all negotiations, conversations, or discussions between or among LeadFollow and Customer relating to the subject matter of this Agreement and all past dealing or industry custom.

11.10. Relationship of the Parties. The parties are independent contractors, and nothing in this Agreement shall be deemed to create a joint venture or partnership.

11.11. Severability. If any provision of this Agreement is held to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary to effectuate the intent of the parties and so that this Agreement shall otherwise remain in full force and effect and enforceable.

11.12. Force Majeure. Neither party will be liable for failure or delay in performing its obligations because of causes beyond its reasonable control, including without limitation acts of God, terrorism, war, riots, fire, earthquake, flood or degradation or failure of third party networks or communications infrastructure.

11.13. Subcontractors. Customer acknowledges that LeadFollow may use third parties to operate the Advertising Services and fulfill LeadFollow ’s obligations hereunder. Nonetheless, LeadFollow shall continue to be responsible for the performance of its obligations hereunder by any such subcontractor.

11.14. Basis Of Bargain. EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL, BARGAINED FOR BASES OF THIS AGREEMENT, AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT. 11.15. TCPA & Registration Terms. If you choose to register on our website you hereby consent to receive autodialed and/or pre-recorded telemarketing calls and/or text messages on provided number from or on behalf of LeadFollow ; from the various telephone numbers which will always display a valid and active caller ID, or from other numbers related to or affiliated with the company, which may use an automatic telephone dialing system, an artificial or prerecorded voice or text message. Standard message and data rates may apply. You also certify that the provided number is your actual cell phone number and not that of anyone else. Furthermore, if your cell phone number changes, we ask for prompt notice of the new number. 11.16. Submissions. All suggestions, ideas, notes, concepts, blog posts, and other information you may send to us (collectively, “Submissions”) shall be deemed and shall remain our sole property and shall not be subject to any obligation of confidence on our part. Without limiting the foregoing, we shall be deemed to own all known and hereafter existing rights of every kind and nature regarding the Submissions and shall be entitled to unrestricted use of the Submissions for any purpose, without compensation to the provider of the Submissions. 11.17. NUMBER OWNERSHIP You understand and agree that you are not the owner of any telephone number assigned to you by LeadFollow . You understand and agree that LeadFollow may from time to time need to change any local telephone number assigned to you (due to an area code split or for any other reason). Toll free numbers will not be changeable and will remain for your use only, while your account is active. You understand that if the number assigned to you by LeadFollow is available for reassignment, it may be reassigned upon termination of your Service. LeadFollow will not be liable for any damages (including consequential or special damages) arising out of any such reassignment. In addition, you understand and agree that LeadFollow will not be liable for the failure of any third party to port any telephone number to or from any third party service provider. You agree that you will include clear opt-out/unsubscribe information on your messages when required to do so by any applicable law or regulation and otherwise adhere to the Consumer Best Practices Guidelines promulgated by the Mobile Marketing Association, if applicable to your messages. You agree to familiarize yourself with and abide by all applicable local, state, national and international laws and regulations and are solely responsible for all acts or omissions that occur under your account, including without limitation the content of the messages that you create and initiate through the LeadFollow Services. Without limiting the foregoing, you agree to familiarize yourself with the legalities of any messages transmitted through the LeadFollow Services by visiting the following websites: Federal Trade Commission, http://www.ftc.gov Federal Communications Commission, http://www.fcc.gov The Telephone Consumer Protection Act (“TCPA”), the Federal Trade Commission, the Federal Communications Commission and various state laws, rules and regulations place restrictions on certain types of SMS or MMS messages. LeadFollow is in no way attempting to interpret any laws, rules, or regulations. This information is provided merely as a courtesy and is not intended to replace your responsibility to familiarize yourself with and abide by the legal requirements pertaining to your messages prior to using the LeadFollow Sites or Services. You are ultimately responsible to make your own informed decisions regarding your messages. You shall schedule your messages responsibly and in a manner that is courteous to the recipients pursuant to local, state, national, and international calling time rules and regulations. You are solely responsible for obtaining any rights or licenses to any data, including without limitation sound files, pictures or videos for inclusion in any outbound messages. If you are unfamiliar or unclear on the legalities of any message that you intend to initiate through the LeadFollow Services, you must consult with your attorney prior to your use of the LeadFollow Sites or Services.

Rate Card

Current as April 10, 2019.

This Rate Card details the various fees that LeadFollow charges under this Agreement. Applicable fees are reflected in the LeadFollow user interface, reports, and invoices. LeadFollow will invoice Customer prior to activation of campaigns. All campaigns are paid up-front. CPC Campaigns: LeadFollow will deliver clicks at or below the maximum CPC rate that the Customer enters into the Platform or, when LeadFollow creates or edits the Campaign at Customer’s direction, LeadFollow enters into the Platform.

CPM Campaigns: LeadFollow will deliver impressions over the calendar month at a CPM no greater than the maximum CPM rate that the Customer enters into the Platform or when LeadFollow creates or edits the Campaign at Customer’s direction, LeadFollow enters into the Platform.

Platform Fees, Data/Targeting Fees and Managed Service Fees (“Scaled Fees”) are calculated as a percentage of the Monthly Customer Spend. As used herein, “Monthly Customer Spend” means the total amount spent by Customer in a given calendar month, including Media Cost, Platform Fees, Data/Targeting Fees, Managed Services Fees and any other fees charged by LeadFollow pursuant to this Agreement. As used herein, “Media Cost” means the clearing and other costs attributable to acquiring and delivering the media.

This rate card is provided to you as reference to our rates for for services rendered. Your campaign maybe defined as an inclusive plan, as per the proposal. This means all fees and charges are included and defined as per your proposal. If you pause or cancel your campaign it may be subject to these associated service fees and charges as per our standard rate card. This information is provided for your reference. Refer to your campaign proposal as it will state all the service fees that apply to your campaign setup, campaign management and your campaign impression budget.

Platform Fees (Applied to all Campaigns): Site Visitor: $13.75 /CPM Contextual: $13.75 /CPM Event: $16.50 /CPM Addressable: $16.50 /CPM Conversion Zones: {FREE} Programmatic Video: $22.25 /CPM CTV/OTT Video: $58.75 /CPM

Phone Number Tracking: $1 UID/month CRM LIST Match (Email): $3 per thousand (One-time) Conversational Landing Pages: {FREE} for Campaign Viewability: $0.30 CPM Live Ramp email/cookie matching: $3.00 per 1,000 records. (LeadFollow recommends at least 50,000 records for an effective Campaign.) OnTarget Fees: By amendment only.

Managed Service Fees: 12% of Monthly Customer Spend applied only on Campaigns where LeadFollow performs one or more of the following: enters, manages and/or makes changes to the Campaign at Customer’s direction. For avoidance of doubt, if Customer enters the Campaign, but LeadFollow manages the Campaign on behalf of the Customer at Customer’s request, the full Managed Service Fee will be due. For avoidance of doubt, Campaigns that are entered, managed and changed by Customer through LeadFollow ’s API will not be charged a Managed Service Fee.

Bidding/Billing Example: Each auction represents 1 impression. In order to maintain the appropriate fees in a dynamic real time bidding environment, LeadFollow initially estimates Scaled Fees based on the maximum CPM rate to be used in bidding. If the Customer wins the auction, LeadFollow reduces each of the applicable Scaled Fees based on the Media Cost. Please note that the amount bid and/or the amount paid for any particular impression may be higher or lower than the maximum CPM rate specified in the Platform as LeadFollow ’s optimization processes may determine that a higher or lower bid is appropriate for an individual impression. However, the average CPM over the course of any calendar month will be equal to or lower than the maximum CPM rate.

Please note rate card can and will be updated at the sole discretion of LeadFollow for the latest rate card information login to you LeadFollow LeadFollow account.